DEF 14A of TE Connectivity plc, Jan 13, 2022

DEF 14A of TE Connectivity plc

Filed Jan 13, 2022 · FY20210001558370-22-000242

Open on EDGAR

  1. Director nominees

    Director nominees

  2. Director nominees

    | Board changes since 2016 5 of 10 independent directors have joined the Board | | | | | | | Terrence R. Curtin Executive Director Chief Executive Officer, TE Connectivity Ltd. Age 53 Tenure 2016 | Carol A. (“John”) Davidson Independent Former Senior Vice President Controller and Chief Accounting Officer, Tyco International Ltd. Age 66 Tenure 2016 Committee: AC (Chair) (Financial Expert) | | | | Laura H. Wright Independent Former Chief Financial Officer, Southwest Airlines Co. Age 61 Tenure 2014 Committee: AC (Financial Expert) Dawn C. Willoughby Independent Former Executive Vice President and Chief Operating Officer The Clorox Company Age 52 Tenure 2020 Committee: MDCC | | | | | | | | | | : | | | Meeting attendance 100% • Overall attendance at Board and committee meetings • There were 8 Board meetings in 2021 | | Mark C. Trudeau Independent President, Chief Executive Officer, Mallinckrodt plc Age 60 Tenure 2016 Committee: MDCC | Abhijit Y. Talwalkar Independent Former President and Chief Executive Officer, LSI Corporation Age 57 Tenure 2017 Committee: MDCC (Chair) | | Committees: AC – Audit MDCC – Management Development & Compensation NGCC – Nominating Governance & Compliance | | | |

  3. Director nominees

    | 6 | 2022 Annual General Meeting Proxy Statement |

  4. Director nominees

    | | | | | | | | | Independence – Director Nominees ■ Independent 9 ■ Not Independent 3 | | Lynn A. Dugle Independent Former Chief Executive Officer, President and Chairman of the Board, Engility Holdings, Inc. Age 62 Tenure 2020 Committee: AC (Financial Expert) | William A. Jeffrey Independent Retired Chief Executive Officer, SRI International Age 62 Tenure 2012 Committee: NGCC | | | | | Syaru Shirley Lin Independent Compton Visiting Professor, World Politics, White Burkett Miller Center of Public Affairs, University of Virginia | | | | | Age 53 Tenure Nominee Expected Committee: NGCC | | | | | Thomas J. Lynch Non-Executive Chairman since 2018 Former Chief Executive Officer, TE Connectivity Ltd. | | | | | Age 67 Tenure 2007 | | | | Yong Nam Independent Chairman of the Board, DL E&C Co., Ltd. Age 73 Tenure 2012 Committee: NGCC | Heath A. Mitts Executive Director Executive Vice President and Chief Financial Officer, TE Connectivity Ltd. Age 50 Tenure 2021 | | Lead Independent Director ● Board maintains a Lead Independent Director with Robust Authority |

  5. Director nominees

    | 2022 Annual General Meeting Proxy Statement | 7 |

  6. AGENDA ITEM NO. 1—ELECTION OF DIRECTORS

    AGENDA ITEM NO. 1—ELECTION OF DIRECTORS At the Annual General Meeting, upon the recommendation of the Nominating, Governance and Compliance Committee, the Board of Directors proposes twelve (12) nominees for individual election as directors to hold office until the Annual General Meeting of shareholders in 2023. Eleven (11) nominees are current directors of TE Connectivity Ltd. One director nominee, Syaru Shirley Lin, is not a current director of TE Connectivity Ltd. The Nominating, Governance and Compliance Committee retained a third party search firm to assist it in identifying Ms. Lin for Board membership. Current board member Daniel Phelan was not nominated for re-election because he has reached the board’s retirement age of 72 this year and current board member Pierre Brondeau has decided to retire from the Board of Directors and not stand for reelection. All nominees are listed below with brief biographies.

  7. Vote Requirement to Elect Directors

    Vote Requirement to Elect Directors The approval of a majority of the votes cast at the meeting, whether in person or by proxy, is required for approval of the election of each of the twelve (12) nominees for director.

  8. RECOMMENDATION

    RECOMMENDATION The Board of Directors recommends a vote “FOR” the election of each of the twelve (12) nominees for director.

  9. NOMINEES FOR ELECTION

    NOMINEES FOR ELECTION

  10. Qualifications of Nominees Recommended by the Board of Directors

    Qualifications of Nominees Recommended by the Board of Directors TE promotes a high performing culture through highly engaged employees who are both inclusive and open to diverse perspectives, fostering TE’s purpose of creating a safer, sustainable, productive and connected future. The Company executes on this vision by building on three central pillars – Inclusion, Diversity and Engagement. See “Board Diversity and Self-Assessment” below for additional information. The Company’s Board Governance Principles require that the Board as a whole is constituted to be strong in its collective knowledge of and diversity of experience in accounting and finance, management and leadership, vision and strategy, business operations, business judgment, crisis management, risk assessment, industry knowledge, corporate governance and global markets. The Nominating, Governance and Compliance Committee designs searches for candidates to fill vacancies on the board and makes recommendations for director nominations to the board. When preparing to search for a new director, the committee takes into account the experience, qualifications, skills and expertise of the board's current members. The committee seeks candidates who have a history of achievement and leadership and are experienced in areas relevant to the Company's business such as international trade, finance, technology, manufacturing processes and marketing. The committee also considers independence, as defined by applicable law, stock exchange listing standards and the categorical standards listed in the Company's Board Governance Principles, which are set forth in the "Board Organization and Independence of its Members" section of the Principles, and which can be found on the Company's website at https://www.te.com/content/dam/te-com/documents/about-te/our-company/global/leadership/leadership-documents/board-governance-principles-2019.pdf. To assist with determining the needs of the board, the Nominating, Governance and Compliance Committee developed and maintains a Diversity and Skills Matrix to assist in the consideration of the appropriate balance of experience, skills and attributes required of a director and to be represented on the board of directors as a whole. The Diversity and Skills Matrix is based on the Company's strategic plan and is reviewed and updated by the Board on a regular basis. The Nominating, Governance and Compliance Committee evaluates candidates against the Diversity and Skills Matrix when determining whether to recommend candidates for initial election to the Board of Directors and when determining whether to recommend currently serving directors for re-election. In addition, our Board considers director tenure in

  11. Qualifications of Nominees Recommended by the Board of Directors

    | 18 | 2022 Annual General Meeting Proxy Statement |

  12. Qualifications of Nominees Recommended by the Board of Directors

    connection with evaluating current directors for nomination for re-election. It is the general policy of the Board not to nominate directors who have reached the age of 72 for re-election, although the Board may determine to waive this policy in individual cases. See “Board Retirement Policy” below for additional information. The professional experience, qualifications, skills and expertise of each nominee is set forth immediately below and in the director Diversity and Skills Matrix that follows the Board’s biographies. The Board and the Company believe that all nominees possess additional qualities, business knowledge and personal attributes valuable to their service on the Board and that all have demonstrated commitment to ethical and moral values and personal and professional integrity. The Board of Directors has concluded that the experience, qualifications, skills and expertise of each director nominee qualifies each nominee to serve as a director of the Company.

  13. Qualifications of Nominees Recommended by the Board of Directors

    | 2022 Annual General Meeting Proxy Statement | 19 |

  14. Qualifications of Nominees Recommended by the Board of Directors

    | Age 53 Executive Director since 2016 Chief Executive Officer since 2017 Current Public Company Directorships ●DuPont de Nemours Inc. TE Board committee ●None Other Public Company Directorships within the past five years ● None | Terrence R. Curtin - Executive Director Chief Executive Officer, TE Connectivity Ltd. Professional Highlights Mr. Curtin has served as the Chief Executive Officer of TE Connectivity since March 2017. Previously Mr. Curtin served as President of TE Connectivity from March 2015 and immediately prior to that served as Executive Vice President and President, Industrial Solutions since August 2012. Previously he served as Executive Vice President and Chief Financial Officer from October 2006 through July 2012. Mr. Curtin served on the TE Connectivity Board prior to our separation from Tyco International and was Vice President and Corporate Controller at Tyco Electronics since 2001. Prior to joining TE Connectivity, Mr. Curtin worked for Arthur Andersen LLP. Mr. Curtin has a Bachelor’s degree in Accounting from Albright College. Nominee Qualifications Mr. Curtin has extensive knowledge of our Company and executive leadership experience having served as an employee of ours since 2001 and in executive leadership positions at TE Connectivity since 2006 including having served as our Chief Executive Officer since March 2017. In his prior role as President, Mr. Curtin was responsible for all of TE’s connectivity and sensor businesses and mergers and acquisitions activities. In his prior role as President, Industrial Solutions, Mr. Curtin was responsible for the operations and strategic direction of TE’s Industrial, Energy, and Aerospace, Defense, Oil and Gas businesses. As TE’s Executive Vice President and Chief Financial Officer, Mr. Curtin was responsible for developing and implementing the financial strategy for TE and for creating the financial infrastructure necessary to drive the Company’s financial direction, vision and compliance initiatives. Mr. Curtin is also a Certified Public Accountant and has been a member of the U.S. China Business Council since June 2018. |

  15. Qualifications of Nominees Recommended by the Board of Directors

    | Age 66 Director since 2016 Current Public Company Directorships ●FMC Corporation ● International Flavors & Fragrances Inc. TE Board committee ●Audit (Chair) Financial Expert Other Public Company Directorships within the past five years | Carol A. (“John”) Davidson – Independent Former Senior Vice President, Controller and Chief Accounting Officer, Tyco International Ltd. Professional Highlights Mr. Davidson served as the Senior Vice President, Controller and Chief Accounting Officer of Tyco International Ltd., a provider of diversified industrial products and services, from January 2004 to September 2012. Between 1997 and 2004, Mr. Davidson held a variety of leadership roles at Dell Inc., a computer and technology services company, including the positions of Vice President, Audit, Risk and Compliance, and Vice President, Corporate Controller. From 1981 to 1997, Mr. Davidson held a variety of accounting and financial leadership roles at Eastman Kodak Company, a provider of imaging technology products and services. He holds a Bachelor of Science in Accounting from St. John Fisher College and an MBA from the University of Rochester. Nominee Qualifications Mr. Davidson is a Certified Public Accountant with extensive leadership experience across multiple industries and brings a strong track record of building and leading global teams and implementing governance and controls processes. From January 2013 to August 2018 he served on the Board of Governors of the Financial Industry Regulatory Authority (FINRA), an independent regulator of securities firms. In addition, until December 2015, he was a member of the Board of Trustees of the Financial Accounting Foundation which oversees financial accounting and reporting standards setting processes for the United States. Mr. Davidson’s significant experience with complex accounting and financial issues combined with his knowledge of public reporting requirements and processes |

  16. Qualifications of Nominees Recommended by the Board of Directors

    | 20 | 2022 Annual General Meeting Proxy Statement |

  17. Qualifications of Nominees Recommended by the Board of Directors

    | ●Allergan plc ●Legg Mason, Inc ●DaVita Inc. ●Pentair plc | bring accounting and financial management insight to the Board. Mr. Davidson brings over ten years of public company directorship experience to the Board. |

  18. Qualifications of Nominees Recommended by the Board of Directors

    | ● ● ● Financial Expert) | | | Age 62 Director since 2020 Current Public Company Directorships ●KBR, Inc. ●Micron Technology Inc. TE Board committee ● Audit Financial Expert Other Public Company Directorships within the past five years ● State Street Corporation | Lynn A. Dugle – Independent Former Chief Executive Officer, President and Chairman of the Board, Engility Holdings, Inc. Professional Highlights Ms. Dugle joined Engility in 2016 and formerly served as Engility’s (NYSE: EGL) chief executive officer, president and chairman of the board of directors before leading the sale of the company to SAIC (NYSE: SAIC) in 2019. Prior to joining Engility, Ms. Dugle spent more than a decade in senior management positions at Raytheon and retired from the company in March 2015 as a Raytheon Company vice president and President of Raytheon Intelligence, Information and Services (IIS) which housed Raytheon’s Cyber and Special Operations division. Prior to her President’s role, Ms. Dugle was vice president of engineering, technology and quality for the former Raytheon Network Centric Systems (NCS). Before joining Raytheon in April 2004, Ms. Dugle held a number of officer-level positions culminating in a general management role with ADC Telecommunications. Ms. Dugle earned a bachelor’s of science in technical management and a bachelor’s of arts in Spanish from Purdue University. She received a master’s of business administration from The University of Texas at Dallas. Nominee Qualifications Ms. Dugle has more than 30 years of executive leadership experience in defense, intelligence and high-tech industries. As the former Chief Executive Officer and Chairman of Engility Holdings, Ms. Dugle brings to the Board valuable experience in leading the development of large businesses with a focus on information, technology and security matters. Prior to her role at Engility, Ms. Dugle was responsible for advanced cyber solutions, cyber security services and information-based solutions at Raytheon. Ms. Dugle also has leadership experience with respect to strategy and global operations, including with respect to engineering, technology and quality functions. |

  19. Qualifications of Nominees Recommended by the Board of Directors

    | 2022 Annual General Meeting Proxy Statement | 21 |

  20. Qualifications of Nominees Recommended by the Board of Directors

    | ● ●Compliance ● | | | Age 62 Director since 2012 Current Public Company Directorships ●None TE Board committee ●Nominating Governance & Compliance Other Public Company Directorships within the past five years ●None | William A. Jeffrey – Independent Retired Chief Executive Officer, SRI International Professional Highlights The Honorable Dr. William A. Jeffrey served as Chief Executive Officer of SRI International, a research and development organization serving government and industry, from September 2014 to December 2021. From September 2008 through August 2014, Dr. Jeffrey was Chief Executive Officer and President of HRL Laboratories, LLC, an automotive, aerospace and defense research and development laboratory. From 2007 through 2008, he was the Director of the Science and Technology Division of the Institute for Defense Analyses and prior to that he was Director of the National Institute of Standards and Technology from 2005. From 2002 to 2005, Dr. Jeffrey served in the White House as Senior Director of Homeland and National Security and Assistant Director of Space and Aeronautics in the Executive Office of the President, Office of Science and Technology Policy. He began his career at the Institute for Defense Analyses in 1988. Nominee Qualifications Dr. Jeffrey brings exceptional technical and scientific expertise and leadership experience to the Board as a former CEO of a private technology research organization with broad technical experience relevant to TE’s major markets as well as in innovation strategies, particularly as related to research and development. He has almost 20 years of government executive experience and experience in U.S. public policy. | | Age 67 Director since 2007 Non-Executive Chairman since 2018 Current Public Company Directorships ● Automatic Data Processing, Inc. ●Cummins Inc. ●Thermo Fisher Scientific Inc. TE Board committee ●None Other Public Company Directorships within the past five years ●None | Thomas J. Lynch – Non-Executive Chairman of TE Connectivity Former Chief Executive Officer, TE Connectivity Ltd. Professional Highlights Mr. Lynch has served as the Non-Executive Chairman of TE Connectivity since March 2018 and was Executive Chairman from March 2017. He served as Chief Executive Officer of TE Connectivity from January 2006 to March 2017. Previously, he was President of Tyco Engineered Products and Services since joining Tyco International in September 2004. Prior to joining Tyco International, Mr. Lynch was at Motorola where he was Executive Vice President and President and Chief Executive Officer, Personal Communications Sector from August 2002 to September 2004; Executive Vice President and President, Integrated Electronic Systems Sector from January 2001 to August 2002; Senior Vice President and General Manager, Satellite & Broadcast Network Systems, Broadband Communications Sector from February 2000 to January 2001; and Senior Vice President and General Manager, Satellite & Broadcast Network Systems, General Instrument Corporation from May 1998 to February 2000. Mr. Lynch holds a Bachelor of Science degree in commerce from Rider University. Nominee Qualifications Mr. Lynch has extensive executive leadership experience in the electronics industry, having served as our chief executive officer for eleven years and, before that, as lead executive of business units at the company’s former parent. He has gained international expertise through management of the Company’s world-wide presence and as a member of the U.S. China Business Council through June 2018. Mr. Lynch’s education in accounting and commerce and experience on the audit, compensation and nominating committees of the boards of other large corporations provide him with valuable perspective for service on our Board. |

  21. Qualifications of Nominees Recommended by the Board of Directors

    | 22 | 2022 Annual General Meeting Proxy Statement |

  22. Qualifications of Nominees Recommended by the Board of Directors

    | Age 53 Director nominee for 2022 Current Public Company Directorships ● Langham Hospitality Investments Other Public Company Directorships within the past five years ●Swire Pacific ●Mercuries Life Insurance | Syaru Shirley Lin – Independent Compton Visiting Professor, World Politics, White Burkett Miller Center of Public Affairs, University of Virginia Professional Highlights Ms. Lin has been a Compton Visiting Professor, World Politics, Miller Center of Public Affairs at the University of Virginia since 2019 and a lecturer in the Department of Politics at the University of Virginia since 2012. She is also a Nonresident Senior Fellow in the Foreign Policy Program of the Brookings Institution and Adjunct Professor at The Chinese University of Hong Kong where she has taught since 2010. She currently chairs the Asia-Pacific Hub of the Reform for Resilience Commission. Recently, she has taught at Tsinghua University (Beijing), National Chengchi University (Taipei) and Waseda University (Tokyo). Previously, she was with The Goldman Sachs Group, Inc. holding multiple positions, including Managing Director and Partner, Principal Investment Area, based in Hong Kong from 2000 to 2003, Vice President, Principal Investment Area from 1997 to–2000, and Associate, Corporate Finance, Investment Banking from 1994 to 1997. Ms. Lin currently serves on the Board of Directors of Goldman Sachs Asia Bank, on the Board of Focused Ultrasound Foundation and on the Hong Kong Committee for Pacific Economic Cooperation. Ms. Lin earned a doctoral degree in Politics and Public Administration in 2010 from the University of Hong Kong; a Master's degree in International and Public Affairs, in 2005 from the University of Hong Kong and an Artium Baccalaureus (A.B.) degree in East Asian Studies, in 1990 from Harvard College. Nominee Qualifications Ms. Lin brings a range of valuable expertise to the Board. She has more than 10 years of instructional experience in international relations, international and comparative political economy in the United States and Asia as well as over a decade of analytical and investment experience in the investment banking industry. Ms. Lin brings vast knowledge on international matters, with a focus on the Asia Pacific environment, to the Board. Her senior leadership experience with Goldman Sachs lent her the opportunity to gain valuable experience by serving on the boards of private and publicly listed companies in the U.S., China, Japan, Taiwan and Hong Kong. She brings deep China/APAC experience across many sectors, including as an executive, board director, researcher, author and lecturer. Ms. Lin also has leadership experience with respect to strategy and global operations, gained by managing over 30 investment professionals and administrators based in Asia, including Hong Kong, Taipei, Seoul, Tokyo and Singapore, making investments in twelve countries. |

  23. Qualifications of Nominees Recommended by the Board of Directors

    | 2022 Annual General Meeting Proxy Statement | 23 |

  24. Qualifications of Nominees Recommended by the Board of Directors

    | Age 50 Director since 2021 Current Public Company Directorships ●Columbus McKinnon Corporation TE Board committee ●None Other Public Company Directorships within the past five years ●None | Heath A. Mitts - Executive Director Executive Vice President and Chief Financial Officer, TE Connectivity Ltd. Professional Highlights Mr. Mitts has been Executive Vice President and Chief Financial Officer at TE Connectivity since September 2016. Previously he was Senior Vice President and Chief Financial Officer at IDEX Corporation, a globally diversified company specializing in fluid, metering, health and science technologies, as well as fire, safety and other products, from March 2011 until September 2016. Mr. Mitts joined IDEX as Vice President, Corporate Finance in September 2005. Mr. Mitts holds an MBA in finance from Pennsylvania State University and a Bachelor’s degree in finance and political science from Southern Methodist University. Nominee Qualifications Mr. Mitts has extensive knowledge of our Company and executive leadership experience having served as our Chief Financial Officer since 2016. In addition, Mr. Mitts other qualifications to serve on our Board include his senior leadership and governance experience, his extensive finance and accounting background and his international business experience. | | Age 73 Director since 2012 Current Public Company Directorships ●DL E&C Co., Ltd (Chair) TE Board committee ●Nominating Governance & Compliance Other Public Company Directorships within the past five years ●Daelim Industrial Co. Ltd. | Yong Nam – Independent Advisor to the CEO and Chairman of the Board, DL E&C Co., Ltd. and Advisor to the CEO of DL Chemical Professional Highlights Mr. Nam has served as an advisor to the CEO of DL Chemical since January 2021 and as an advisor to the chief executive officer of DL E&C (formerly Daelim Industrial Co., Ltd) since April 2013, both of which are wholly-owned subsidiaries of DL Group, a Korean company. From April 2011 until March 2015, he served as an advisor to LG Electronics, Inc., a global provider of consumer electronics, mobile communications and home appliances. From 2007 through March 2011, Mr. Nam served as Vice Chairman and Chief Executive Officer of LG Electronics. He previously served as President of LG Corp., the global conglomerate of the LG group of companies, from 2006 to 2007, and as Chief Executive Officer of LG Telecom from 1998 until 2006. Mr. Nam’s 35 year career with LG began in 1976. Mr. Nam received a bachelor’s degree in economics from Seoul National University. Mr. Nam is a Director of ADT Korea, a commercial and residential security services provider since June 2014 and previously served as a director of GS Retail, a South Korean retailer, until May 2014 and Pohang Iron and Steel Company (POSCO) until March 2013. Nominee Qualifications Mr. Nam has over 40 years of international business experience in the United States and Asia with a global conglomerate where his responsibilities and focus have included strategy, marketing, information technology and operations. Mr. Nam’s experience in the corporate office, telecommunications and electronics industries includes 23 years of executive leadership, of which he spent 12 years in CEO positions and 4 years as vice chairman. Mr. Nam’s global business perspective makes him a valuable contributor to the vision of the Company. |

  25. Qualifications of Nominees Recommended by the Board of Directors

    | 24 | 2022 Annual General Meeting Proxy Statement |

  26. Qualifications of Nominees Recommended by the Board of Directors

    | Age 57 Director since 2017 Current Public Company Directorships ● Advanced Micro Devices, Inc. ● iRhythm Technologies (Chair) ● Lam Research Corporation (Chair) TE Board committee ● Management Development & Compensation (Chair) Other Public Company Directorships within the past five years ● None | Abhijit Y. Talwalkar – Independent Former President and Chief Executive Officer, LSI Corporation Professional Highlights Mr. Talwalkar is the former President and Chief Executive Officer of LSI Corporation, a leading provider of silicon, systems and software technologies for the storage and networking markets, a position he held from May 2005 until the completion of LSI’s merger with Avago Technologies in May 2014. From 1993 to 2005, Mr. Talwalkar was employed by Intel Corporation, the largest semiconductor manufacturer in the industry. At Intel, he held a number of senior management positions, including Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intel’s business client, server, storage and communications businesses, and as Vice President and General Manager for the Intel Enterprise Platform Group, where he focused on developing, marketing, and driving Intel business strategies for enterprise computing. Prior to joining Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems, a multiprocessing computer systems design and manufacturer that later became a part of IBM; Bipolar Integrated Technology, Inc., a VLSI bipolar semiconductor company; and Lattice Semiconductor Inc., a service driven developer of programmable design solutions widely used in electronic systems. Mr. Talwalkar has a Bachelor of Science degree in electrical engineering from Oregon State University. Nominee Qualifications Mr. Talwalkar brings experience as a public company executive officer and director, along with a proven record of executive leadership including ten years as a chief executive officer. Mr. Talwalkar served as a member of the board of directors of the U.S. Semiconductor Industry Association, a semiconductor industry trade association from May 2005 to May 2014. He was additionally a member of the U.S. delegation for World Semiconductor Council proceedings. His experience in marketing, mergers and acquisitions and other business and operations experience brings relevant insight to the Board. | | Age 60 Director since 2016 Current Public Company Directorships ● Mallinckrodt plc TE Board committee ● Management Development & Compensation Other Public Company Directorships within the past five years ● None | Mark C. Trudeau – Independent President, Chief Executive Officer, Mallinckrodt plc Professional Highlights Mr. Trudeau has served since June 2013 as the President, Chief Executive Officer and a director of Mallinckrodt plc, a global business that develops, manufactures, markets and distributes specialty pharmaceuticals and therapies, which filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in October 2020. Prior to that, Mr. Trudeau served as Senior Vice President and President of the Pharmaceuticals business of Covidien plc beginning in February 2012. He joined Covidien from Bayer HealthCare Pharmaceuticals LLC USA, the U.S. healthcare business of Bayer AG, where he served as Chief Executive Officer. He simultaneously served as President of Bayer HealthCare Pharmaceuticals, the U.S. organization of Bayer’s global pharmaceuticals business. In addition, he served as Interim President of the global specialty medicine business unit from January to August 2010. Prior to joining Bayer in 2009, Mr. Trudeau headed the immuno science Division at Bristol Myers Squibb. During his 10 plus years at Bristol Myers Squibb, he served in multiple senior roles, including President of the Asia/Pacific region, President and General Manager of Canada and General Manager/Managing Director in the United Kingdom. Mr. Trudeau also served in a variety of executive positions at Abbott Laboratories from 1988 to 1998. Mr. Trudeau holds a Bachelor’s degree in Chemical Engineering and an MBA, both from the University of Michigan. |

  27. Qualifications of Nominees Recommended by the Board of Directors

    | 2022 Annual General Meeting Proxy Statement | 25 |

  28. Qualifications of Nominees Recommended by the Board of Directors

    | | Nominee Qualifications Mr. Trudeau brings experience as a public company executive officer and director, along with a proven record of executive leadership and strong global business expertise including in the areas of strategy, operations and management, as well as other areas of business. Mr. Trudeau has over three decades of leadership positions at global companies which makes him well suited to provide valuable insight to our board and meets the SEC definition of an audit committee financial expert. | | Age 52 Director since 2020 Current Public Company Directorships ● J. M. Smucker Company TE Board committee ● Management Development & Compensation Other Public Company Directorships within the past five years ● None | Dawn C. Willoughby – Independent Former Executive Vice President and Chief Operating Officer of The Clorox Company Professional Highlights Ms. Willoughby was the Executive Vice President and Chief Operating Officer of The Clorox Company, a manufacturer and marketer of consumer and professional products, from September 2014 through January 2019. She also served as the company’s Senior Vice President and General Manager, Clorox Cleaning Division; Vice President and General Manager, Home Care Products; and Vice President and General Manager, Glad Products, along with several other positions since she began there in 2001. Prior to her career at The Clorox Company, Ms. Willoughby spent nine years with The Procter & Gamble Company, where she held several positions in sales management. Ms. Willoughby obtained a Bachelor of Arts in sports management from the University of Minnesota and an MBA from the University of California, Los Angeles Anderson School of Business. Nominee Qualifications Ms. Willoughby is well qualified to serve on our Board of Directors due to her prior business experience and experience serving as a public company director. Ms. Willoughby brings an extensive background leading business operations through her former roles with The Clorox Company and The Procter & Gamble Company. She also brings strong insights regarding sustainability through her former role with The Clorox Company. In addition, Ms. Willoughby’s background enables her to provide valuable insights to the Board, particularly in management, strategy, sales, marketing, and sustainability. |

  29. Qualifications of Nominees Recommended by the Board of Directors

    | 26 | 2022 Annual General Meeting Proxy Statement |

  30. Qualifications of Nominees Recommended by the Board of Directors

    | Age 61 Director since 2014 Current Public Company Directorships ● Spirit AeroSystems Holdings, Inc. ● CMS Energy, and its subsidiary Consumers Energy ● Joby Aviation TE Board committee ● Audit Financial Expert Other Public Company Directorships within the past five years ● None | Laura H. Wright – Independent Former Chief Financial Officer of Southwest Airlines Professional Highlights Ms. Wright retired in 2012 as Chief Financial Officer of Southwest Airlines, a provider of air transportation in the United States. During her 25 year career at Southwest, she served in a variety of financial roles including Chief Financial Officer, Senior Vice President Finance, Treasurer and Assistant Treasurer. She began her career at Arthur Young & Co. in 1982 as a member of their tax staff, following which she became a Tax Manager from 1986 through 1988. Ms. Wright holds Bachelor and Master of Science degrees in accounting from the University of North Texas and is a Certified Public Accountant. Nominee Qualifications Ms. Wright brings extensive large public company leadership experience, including nine years as Chief Financial Officer and six years as Treasurer. As a former Chief Financial Officer and Treasurer, she brings finance experience, including corporate financial reporting, risk management, capital markets, investor relations, tax, strategy, and mergers and acquisitions to the Board. She also brings nine years of public company directorship experience to the Board and meets the SEC definition of an audit committee financial expert. |

  31. Qualifications of Nominees Recommended by the Board of Directors

    | 2022 Annual General Meeting Proxy Statement | 27 |

  32. Voting Standards for the Election of Directors

    Voting Standards for the Election of Directors Directors are elected by an affirmative vote of a majority of the votes cast, in person or by proxy, at a general meeting of shareholders and serve until the next annual general meeting of shareholders. In an uncontested election of directors, any nominee for director who does not receive at least half plus one additional vote of the share votes cast at the meeting is not elected to the Board.

  33. Board of Directors

    Board of Directors The Board of Directors currently consists of thirteen (13) directors, eleven of whom are nominees for election. The Board held eight meetings in fiscal year 2021. All of the incumbent directors attended 100% of the meetings of the Board and the committees on which they served in fiscal 2021. It is the policy of the Board that directors are expected to attend the annual general meeting of shareholders. Due to COVID-19 global travel restrictions, all of the directors then serving telephonically attended the 2021 annual general meeting of shareholders. An annual performance evaluation is conducted by the Board and each of its committees to determine whether they are functioning effectively. The Nominating, Governance and Compliance Committee plans and recommends to the Board the method of evaluation. In 2021, the Company’s General Counsel was appointed by the Board to gather information from directors through individual discussions and interviews and to report results back to the Board and Nominating, Governance and Compliance Committee for consideration of actions to be taken as a result of the evaluation.

  34. COMPENSATION DISCUSSION AND ANALYSIS

    | CD&A Table of Contents | | Page | | Highlights | Introduction | 45-46 | | | Executive Summary/Compensation Highlights & Governance (including Say-on-Pay) | 46-48 | | Compensation Elements and Pay Determination | Executive Compensation Philosophy, Principles & Peer Groups | 48-50 | | | Determining Executive Compensation | 50 | | | Compensation Assessment | 50 | | | NEO Compensation Paid or Awarded for Performance | 51 | | | - Base Salary | 51 | | | - Annual Cash Incentive Awards | 51-54 | | | - Long-Term Incentive Awards | 55-56 | | | Other Benefits and Perquisites | 56 | | Policies and Practices | Executive Stock Ownership Requirements | 57 | | | Termination Payments | 57 | | | Swiss Law Requirements | 58 | | | Insider Trading Policy | 58 | | | Roles and Responsibilities of MDCC, Independent Nonemployee Members of the Board of Directors, Consultant & CEO | 59 | | | Tax Deductibility and Risk Profile | 60 | | Other | Management Development and Compensation Committee Report | 61 | | | Compensation Committee Interlocks and Insider Participation | 61 | | Executive Compensation | Summary Compensation Table | 62-63 | | | Grants of Plan-Based Awards | 64 | | | Outstanding Equity Awards | 65 | | | Option Exercises and Stock Vested | 66 | | | Pension Benefits | 66 | | | Nonqualified Deferred Compensation | 66-67 | | | Termination and Change in Control Payments | 67-70 | | | CEO Pay Ratio | 70-71 | | | Compensation of Non-Employee Directors | 72-73 |

  35. Executive Summary - Fiscal 2021 Executive Compensation Highlights and Governance

    | ● | Request for shareholder approval of our executive compensation programs and board of directors compensation can be found in Agenda Items No. 8, No. 9 and No. 10. |

  36. Executive Summary - Fiscal 2021 Executive Compensation Highlights and Governance

    | Pay Component | Purpose & Metrics | % of target total compensation | | | | | CEO | NEO | | Base Salary | – Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent. | 9% | 18% | | Annual Short-term Incentive | – Focuses our executives on achieving financial and other business objectives. – FY2021 Metrics: Revenue, Operating Income, Strategic Priorities (KPIs) and Earnings Per Share | 14% | 18% | | Annual Long-term Incentive | – Further aligns the focus of our executives with stockholders through the use of multi-year performance goals and stock ownership. – FY2021 Vehicles: • 50% Performance Stock Units (PSU) • 50% Stock Options (SO) | 77% | 64% |

  37. Executive Summary - Fiscal 2021 Executive Compensation Highlights and Governance

    | | | | | Mr. Kroeger received a 6.5% base salary increase to recognize his promotion to President, Industrial Solutions, none of our other NEOs received base salary increases for fiscal year 2021. | Approved payouts ranged from 100.5% to 161.3% of target based on performance against metrics | Annual Grants were delivered in the form of PSU (50%) and SO (50%); FY 2019 PSU with a three-year performance cycle vested in December 2021 below the target range |

  38. What We Do

    | √ Link pay to performance with a high percentage of variable compensation | √ Include a “clawback” provision in all executive officer incentive award agreements (both annual and long-term) | | √ Perform annual say-on-pay advisory vote for shareholders | √ Maintain robust stock ownership requirements for executives (6x CEO, 3x executive officers) | | √ Perform mandatory (under Swiss Law) say-on-pay vote on maximum aggregate compensation for Board of Directors and executive management | √ Include performance criteria in incentive plans to utilize tax deductibility where applicable and appropriate | | √ Follow principles of executive compensation that are included in our articles of association and have been approved by our shareholders | √ Retain a fully independent external compensation consultant whose independence is reviewed annually by the MDCC | | √ Design compensation programs to mitigate undue risk-taking | √ Provide only limited non-business aircraft usage to the CEO | | √ Align executive compensation with shareholder returns through long-term incentives | √ Maintain an insider trading policy applicable to all executive officers and employees | | √ Cap incentive compensation payments for individuals including our CEO | √ Review share utilization annually |

  39. Executive Compensation Principles

    | Shareholder alignment | – Designed to focus our executives on creating shareholder value – Long-term incentive awards, delivered in the form of equity, make up a significant percentage of our executives’ total compensation and closely align the interests of executives with the long-term interests of our shareholders | | Performance based | – Designed to ensure pay realized by our leaders varies with both company and individual performance – Annual cash incentive awards are tied to overall corporate, segment or business unit measures that are tailored to the characteristics and priorities of our business units – Long-term incentive awards are designed to reward our executive officers for creating long-term shareholder value. Long-term incentive awards are granted primarily in the form of stock options and performance stock units | | Appropriate risk | – Designed to encourage executive officers to take appropriate risks in managing their businesses to achieve optimal performance – Oversee and review annually the results of the assessment of risks related to the Company’s compensation policies and programs for officers and employees | | Competitive with external talent markets | – Designed to ensure that our programs are competitive within the relevant markets for leadership talent – As one input to developing and assessing the continued appropriateness of executive pay programs that meet our specific objectives, we consider the practices of other companies with which we compete for talent, business and capital – To provide balanced context, we consider compensation and governance practices drawn from a group of electronics and related industry companies that align with our business segments (our “Industry Peer Group”) as well as from the broader market within which we compete for executive talent. Additional market samples are also referenced to meet unique circumstances where appropriate | | Focus on executive stock ownership | – Designed to ensure that our leaders own stock and directly align their long-term financial interests with all other shareholders – The TE Connectivity Stock Ownership and Retention Requirement Plan, together with long-term equity awards, drives executive stock ownership – The CEO is required to hold shares equal to six times his base salary, and the other named executive officers are required to hold shares equal to three times their respective base salaries | | Simple and transparent | – Designed to ensure both our leaders and external stakeholders understand our priorities and expectations – Our executive compensation programs are designed to be readily understood by our executives, and transparent to our investors | | Fair and Equitable | – Designed to deliver fair and equitable pay based on roles and responsibilities and on company and individual performance, regardless of gender, race/ethnicity or any other individual demographics |

  40. Industry Peer Group

    Industry Peer Group The industry peer group is comprised of companies within the electronics industry. It is our main reference point for maintaining competitive compensation for our CEO and CFO. We also use the industry peer group as an additional resource for our executive officers. As shown below, the fiscal year 2021 industry peer group includes the same 13 companies as in fiscal 2020, with publicly disclosed fiscal-annual revenues ranging from $3.0 billion to $37.9 billion and a median of $13.0 billion.

  41. Industry Peer Group

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

  42. Industry Peer Group

    | 2022 Annual General Meeting Proxy Statement | 49 |

  43. Industry Peer Group

    Because robust data are only available for select executive leadership positions among the Industry Peer Group companies, our compensation consultant also provides the MDCC with additional third-party compensation market data (e.g., from Willis Towers Watson) for a cross-industry sample of companies within a reasonable size range of TE. In September 2021, as part of the MDCC’s annual peer group review, we increased the number of industry peers from 13 to 21 with the goal to promote stability in the group and practices over time.

  44. Determining Executive Compensation

    | Role | – Responsibilities, scope, and complexity of the executive’s role relative to external benchmark data – Relative importance of the role within TE Connectivity | | Comprehensive Market Analysis | – Comprehensive analysis of current base salary, target annual incentive opportunity, target long term incentive opportunity, target total cash compensation (base salary and target annual incentive), and target total direct compensation for each executive officer | | Performance | – Each executive’s individual performance, level of experience and expected contribution to strategic initiatives and future results | | Current Compensation | – A review of the executive’s current total direct compensation including internal pay equity and compensation history | | CEO Recommendations | – The Chief Executive Officer’s detailed performance assessments for the other executive officers and recommendations concerning compensation actions |

  45. Compensation Paid or Awarded in Fiscal 2021

    | Base Salary and Annual Incentive Plan | | Long-Term Equity Incentives | | Broad-based Retirement and Health and Welfare Benefits | | Total Compensation and Rewards | | Focus on Current Year Performance | | Focus on Multi- Year Performance | | Focus on Attraction and Retention | | |

  46. Compensation Paid or Awarded in Fiscal 2021

    Annual Cash Incentive Awards The annual incentive program is designed to focus executive officers on achieving financial and strategic priorities and reward them for performance against pre-established goals at the corporate or segment level; final payouts also may be modified to reflect the MDCC’s assessment of individual or company performance beyond these goals. Generally, the MDCC intends the annual incentive award program to provide market competitive (generally median) payouts for achieving pre-determined, target performance goals. In order to carefully consider the unique set of challenges created by COVID-19 in connection with evaluating our performance for fiscal year 2021, there were two performance intervals with one payout at the end of the fiscal year. This design allowed the Company to establish quantitative financial goals for the first half and second half of the fiscal year. In the first quarter of fiscal 2021, the MDCC established:

  47. Compensation Paid or Awarded in Fiscal 2021

    | ● | Performance Criteria for the first half of the year: applicable threshold, target and maximum performance criteria for each financial performance metric for the first half of the year required to earn threshold, target and maximum bonus awards; no bonus is earned for performance below threshold on any metric and payouts vary proportionally based on actual performance achieved; |

  48. Compensation Paid or Awarded in Fiscal 2021

    | ● | Annual Individual Target Bonus Opportunity: a percent of each executive officer’s salary, established by the MDCC as part of the fiscal year 2021 Compensation Assessment. |

  49. Compensation Paid or Awarded in Fiscal 2021

    In the third quarter of fiscal 2021, the MDCC established the threshold, target and maximum performance criteria for each financial performance metric for the second half of the year required to earn threshold, target and maximum bonus awards; no bonus is earned for performance below threshold on any metric and payouts vary proportionally based on actual performance achieved.

  50. Compensation Paid or Awarded in Fiscal 2021

    | ● | Target Bonus Percentages |

  51. Compensation Paid or Awarded in Fiscal 2021

    The target bonus percentages for the named executive officers for fiscal year 2021 are listed below. Messrs. Mitts, Merkt and Kroeger received target bonus increases to better align their total direct compensation with market practice.

  52. Compensation Paid or Awarded in Fiscal 2021

    | | Business Segment | | | | | | Transportation | Industrial | | Performance Metrics | Corporate | Solutions | Solutions | | Earnings Per Share ("EPS")(1) | 20% | 20% | 20% | | Revenue(2) | 25% | 20% | 30% | | Operating income(2) | 35% | 40% | 30% | | Key Performance Indicator ("KPI")(3) | 20% | 20% | 20% |

  53. Compensation Paid or Awarded in Fiscal 2021

    | For purposes of the annual incentive program, all of the financial metrics are adjusted financial measures (i.e., they do not conform to U.S. Generally Accepted Accounting Principles) that exclude the effects of events deemed not to reflect the actual performance of our employees. For fiscal year 2021, the adjustments to EPS, revenue and operating income, as applicable, were as follows (i) exclusion of acquisition-related charges, (ii) exclusion of net restructuring and other charges, (iii) exclusion of the impact of certain acquisitions and divestitures, (iv) exclusion of charge related to the transfer of certain U.S. pension plan liabilities to an insurance company through the purchase of a group annuity contract, (v) exclusion of the impact of changes resulting from foreign currency exchange rates (with respect to performance measures at the business unit level) and the impact from foreign currency exchange rates being capped for Corporate level, (vi) exclusion of certain corporate allocations (with respect to performance measures at the business unit level), and (vii) exclusion of income tax benefits for the net reduction in valuation allowances associated primarily with certain tax planning actions as well as improved current and expected future operating profit and taxable income, income tax benefits related to an Internal Revenue Service approved change in the tax method of depreciating or amortizing certain assets, and income tax expense associated with the tax impacts of an intercompany transaction.(4) |

  54. Compensation Paid or Awarded in Fiscal 2021

    | | Performance Achieved (% of Target) | | | Payout Earned (% of Target) | | | | Performance Metric | Threshold | Target | Maximum* | Threshold | Target | Maximum* | | EPS (20%) | 90% | 100% | 110% | 50% | 100% | 200% | | Revenue (30%) | 95% | 100% | 105% | 50% | 100% | 200% | | Operating Income (30%) | 90% | 100% | 110% | 50% | 100% | 200% | | Key Performance Indicator (20%) | Varies by business unit | | | 50% | 100% | 200% |

  55. Compensation Paid or Awarded in Fiscal 2021

    * For performance on an individual metric (other than KPIs) that significantly exceeds the maximum goal, the MDCC, in its discretion, may recognize these exceptional results with a payout for that metric of up to 300% of target. Payouts are capped at 100% of target if operating income results are less than target. Regardless of payouts on individual metrics, the aggregate total award payout earned by an individual executive can never exceed 200% of target. For executive officers, annual incentive payouts are based solely on company and business segment performance as shown above. No individual performance metrics were assigned to any executive officer under the fiscal year 2021 annual incentive program. The MDCC reserved the discretion to adjust individual or business unit award amounts up or down, based on its evaluation of the individual or business unit performance during the fiscal year. In addition, there is a reserve pool of 10% of the total target annual incentive award pool amount that, with the MDCC’s approval, could be used to reward exceptional performance at either the business unit or individual level, regardless of performance results against the established financial measures. Annual Incentive Payments for Fiscal 2021 Fiscal year 2021 performance targets, actual attainment, and corresponding annual incentive award results at the corporate level and for the Industrial Solutions and the Transportation Solutions business segments for the named executive officers were as follows:

  56. (Messrs. Curtin, Mitts, Jenkins)

    | | Performance | | | Performance | Bonus | | Performance Measure (% weighting) | Period | Target | Results | % to Target | Score** | | EPS (20%) | 1H-FY 2021 | $2.50–$2.70 | $2.99 | 119.6% | 246.3% | | | 2H-FY 2021 | $3.20–$3.40 | $3.48 | 108.8% | 130.5% | | | FY 2021 | | | | 188.4% | | Business Unit Revenue (25%) | 1H-FY 2021 | $6,425–$6,635 | $7,211 | 112.4% | 300.0% | | | 2H-FY 2021 | $7,460–$7,685 | $7,652 | 102.6% | 100.0% | | | FY 2021 | | | | 200.0% | | Business Unit Operating Income (35%) | 1H-FY 2021 | $1,035–$1,110 | $1,239 | 119.8% | 243.6% | | | 2H-FY 2021 | $1,295–$1,390 | $1,441 | 111.2% | 146.0% | | | FY 2021 | | | | 194.8% | | Key Performance Indicators (20%) | FY 2021 | * | * | | 104.8% | | Corporate Level Earned Award: | | | | | 161.3% |

  57. Industrial Solutions Segment

    | | Performance | | | Performance | Bonus | | Performance Measure (% weighting) | Period | Target | Results | % to Target | Score** | | EPS (20%) | 1H-FY 2021 | $2.50–$2.70 | $2.99 | 119.6% | 246.3% | | | 2H-FY 2021 | $3.20–$3.40 | $3.48 | 108.8% | 130.5% | | | FY 2021 | | | | 188.4% | | Business Unit Revenue (30%) | 1H-FY 2021 | $1,761–$1,830 | $1,785 | 101.8% | 100.0% | | | 2H-FY 2021 | $1,923–$1,982 | $1,990 | 103.6% | 109.6% | | | FY 2021 | | | | 104.8% | | Business Unit Operating Income (30%) | 1H-FY 2021 | $276–$300 | $282.1 | 102.3% | 100.0% | | | 2H-FY 2021 | $321–$347 | $351.2 | 109.3% | 109.3% | | | FY 2021 | | | | 104.7% | | Key Performance Indicators (20%) | FY 2021 | * | * | | 0% | | Industrial Solutions Segment Earned Award: | | | | | 100.5% |

  58. Transportation Solutions Segment

    | | Performance | | | Performance | Bonus | | Performance Measure (% weighting) | Period | Target | Results | % to Target | Score** | | EPS (20%) | 1H-FY 2021 | $2.50–$2.70 | $2.99 | 119.6% | 246.3% | | | 2H-FY 2021 | $3.20–$3.40 | $3.48 | 108.8% | 130.5% | | | FY 2021 | | | | 188.4% | | Business Unit Revenue (20%) | 1H-FY 2021 | $3,870–$3,986 | $4,406 | 113.9% | 300.0% | | | 2H-FY 2021 | $4,419–$4,553 | $4,360 | 98.7% | 77.5% | | | FY 2021 | | | | 188.8% | | Business Unit Operating Income (40%) | 1H-FY 2021 | 20.1%–20.6% | 21.3% | 106.0% | 159.7% | | | 2H-FY 2021 | 21.1%–21.7% | 21.2% | 100.5% | 100.0% | | | FY 2021 | | | | 129.9% | | Key Performance Indicators (20%) | FY 2021 | * | * | | 154.3% | | Transportation Solutions Segment Earned Award: | | | | | 156.2% |

  59. Transportation Solutions Segment

    Long-Term Incentive Awards The Company uses equity-based long-term incentive awards in the form of performance stock units (“PSUs”) and stock options to focus leaders on long-term priorities, support stock ownership, and deliver competitive, performance-based compensation that varies with company financial and share price performance. Consistent with our compensation philosophy, the MDCC sets the fair value of these annual equity-based long-term incentive awards to be competitive with our peer groups and designs the plans to deliver compensation at the high end of the market if our stock performs particularly well and at the low end of the market if our stock performance is weak. For purposes of the PSU program, EPS is calculated in the same manner as is used in the annual incentive program, as described in further detail on page 52. The following table describes the general terms and conditions of the fiscal 2021 grants:

  60. Transportation Solutions Segment

    | Description | Performance Stock Units (PSU) | Stock Options (SO) | | Definition | Promise to deliver a share of TE stock at a specified point in the future as long as certain performance metrics are achieved | Right to purchase a share of TE common stock at a future date for a predetermined, fixed price | | Performance Period | 3 Years | 4 Years | | Performance Measure | Three year average Relative Earnings Per Share (EPS) Growth against S&P500 Non-Financial Index | – | | Award Vesting (% of Target) | Threshold (25th) – 50% Target (50th) – 100% Maximum (75th) – 200% | – | | Vesting | Cliff Vesting upon the MDCC certification following the third anniversary of the grant date | 25% Ratable beginning on the first anniversary of the grant date | | Expiration | – | 10 years | | Dividends | Dividend Equivalent Units (DEU) vesting on the third anniversary proportional to the PSUs earned | Not applicable |

  61. Transportation Solutions Segment

    Grant of Fiscal 2021 Long-Term Incentive Awards The MDCC granted long-term equity incentive awards for fiscal year 2021 in November 2020. Fiscal year 2021 equity awards for named executive officers were made in the form of stock options (50%) and PSUs (50%). The Committee reviewed multiple factors including the Company’s peer group, succession planning, current role within the organization, experience and performance. For fiscal 2021 the MDCC approved (and in the case of Mr. Curtin, the independent members of the Board of Directors ratified) the following equity award values for the named executive officers. The awards reflect meaningful year-over-year increases in value in

  62. Transportation Solutions Segment

    Payout for Fiscal 2019 PSU Grant Fiscal year 2021 was the third year of our fiscal year 2019 PSU grant and recipients earned shares for the period calculated at 86.8% of target which reflected the Company’s performance relative to the index over the three-year period. The table below shows the shares earned and vested under the fiscal year 2019 PSU grant for each of our named executive officers.

  63. Transportation Solutions Segment

    | | Fiscal 2019 | Total Fiscal 2019 | | | Target PSUs | Vested Shares | | Mr. Curtin | 46,650 | 42,994 | | Mr. Mitts | 16,410 | 15,123 | | Mr. Merkt | 14,480 | 13,344 | | Mr. Jenkins | 9,010 | 8,303 | | Mr. Kroeger | 8,040 | 7,409 |

  64. Termination Payments

    Termination Payments Under the Swiss Ordinance, members of executive management, including the NEOs, are not eligible for severance benefits or change in control severance. The terms and conditions of employment for NEOs are contained in employment contracts which reflect the requirement of the Swiss Ordinance. Under the employment contracts, executive officers whose employment is terminated involuntarily for any reason other than cause, permanent disability or death or who voluntarily resign their employment for “good reason” within 12 months of the occurrence of a change in control will have a notice period of up to 12 months. The following table describes treatment during and at the end of the notice period:

  65. Termination Payments

    | Time Period | Treatment during the Time Period | | During the 12-month notice period (treated as regular full-time employee) | – Continue to receive base salary – Eligibility for bonus (subject to terms and conditions of the applicable plan) – Continued vesting in outstanding equity awards (under terms and conditions of the applicable award agreements); and continued health and welfare benefits. | | At the end of the 12-month notice period | – Receives twelve months’ pay as consideration for non-compete and non-solicitation covenants in favor of the Company |

  66. Termination Payments

    In the event of involuntary or “good reason” termination after a change in control under our 2007 TE Stock and Incentive Plan, outstanding equity will be treated as follows:

  67. Termination Payments

    | ● | PSUs will vest in full at target performance and stock options and RSUs will become fully vested in the event of a qualifying termination. |

  68. Termination Payments

    Termination treatment as described above and other benefits payable as a result of a qualifying termination after a change in control will be limited to the greater after tax amount resulting from (i) payment of the full benefits, followed by the imposition of all taxes, including any applicable excise taxes under Internal Revenue Code Section 280G, or (ii) payment of the full benefits up to the Section 280G limit with no excise tax imposed. Termination and other benefits payable will not be grossed up to reflect Section 280G or any other taxes.

  69. Roles and Responsibilities

    | Responsible Party | Roles and Responsibilities Relating to Compensation Decisions | | Management, Development and Compensation Committee (MDCC) (composed solely of independent, non- employee directors and reports to the Board) | – Establishes our executive compensation programs and philosophies and oversees their development and implementation; – Conducts an annual evaluation of our Chief Executive Officer’s performance and reviews such evaluation with the independent members of the Board of Directors; – Approves the compensation of our Chief Executive Officer, subject to ratification by the independent members of the Board of Directors, and other executive officers; – Approves the performance metrics and goals for performance-based long-term and short-term incentive compensation plans; – Approves all changes to the composition of the executive peer group | | Independent Nonemployee Members of the Board of Directors | – Considers the MDCC’s annual evaluation of our Chief Executive Officer’s performance; and – Considers the MDCC’s actions regarding the compensation of our Chief Executive Officer and, if deemed appropriate, ratifies such actions. | | Independent Consultant to the Compensation Committee (Pay Governance) | – Supports the Committee’s oversight and management of the executive compensation programs; – Reviews and provides an assessment of the material economic and reputational risks associated with the Company’s incentive compensation programs; – Reviews and provides an independent assessment of materials provided to the Committee by management of the Company; – Provides advice and recommendations to the Committee regarding the composition of the peer group; – Provides expert knowledge of best-in-class governance practices, market trends, and best practices relating to executive compensation and competitive pay levels; – Coordinate and support the annual performance appraisal for the Chief Executive Officer; – Makes recommendations regarding the compensation of the Named Executive Officers (including Chief Executive Officer); – Provides advice to the MDCC and the Nominating, Governance and Compliance Committee on director compensation levels and trends – Provides advice on the implications of the Swiss Ordinance on the Company’s pay programs; – Regularly attends and actively participates in meetings of the Committee, including executive sessions. | | Chief Executive Officer (Assisted by the CHRO, and other Company employees) | – Approves annual performance goals and objectives for other Named Executive Officers; – Reviews and evaluates his direct reports, which includes each of the other Named Executive Officers; – Makes recommendations to the MDCC with respect to annual compensation and awards for all executive officers (other than himself) based on the final assessment of their performance. |

  70. Tax Deductibility of Executive Compensation

    Tax Deductibility of Executive Compensation Prior to the enactment of the Tax Cuts and Jobs Act of 2017, Section 162(m) of the Internal Revenue Code limited the tax deduction available to a public company for annual compensation paid to certain executive officers in excess of $1 million, unless the compensation qualified as performance-based compensation or was otherwise exempt from Section 162(m). For our tax years starting on or after September 29, 2018, the exemption for performance-based compensation under Section 162(m) was repealed by the Tax Cuts and Jobs Act of 2017, meaning that all compensation paid to certain executive officers in excess of $1 million will not be deductible unless the compensation qualifies for transition relief available to arrangements in place on November 2, 2017 and not modified thereafter. Annual incentive bonuses, stock options and other performance-based awards made to named executive officers and that qualify for transition relief are intended to qualify as performance-based compensation for these purposes. Our annual incentive bonus plan requires that a threshold operating income metric be met in order to satisfy the performance-based requirements of Section 162(m). In evaluating compensation programs covering our NEOs, the MDCC has considered the potential impact on the Company of Section 162(m) and intends, where appropriate, to maximize the deductibility of compensation under the exemptions currently available under Section 162(m). Regardless of the tax deductibility of compensation paid to the NEOs, the MDCC reserves the discretion to approve nondeductible compensation where necessary to achieve our overall compensation objectives and to ensure the Company makes appropriate payments to executive officers.

  71. Risk Profile of Compensation Programs

    | 1. | Conducted an inventory of our executive and non-executive incentive compensation programs globally, including all significant sales incentive programs. |

  72. Risk Profile of Compensation Programs

    | 2. | Each program was evaluated to determine whether its primary components properly balanced compensation opportunities and risk. The compensation consultant facilitated this evaluation by preparing a compensation risk analysis checklist. Each program was evaluated against the checklist, the results were recorded, and risk levels were identified. |

  73. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of the named executive officers for the fiscal years ended September 24, 2021 (“fiscal year 2021), September 25, 2020 and September 27, 2019. The named executive officers are the Company’s Chief Executive Officer, Chief Financial Officer, three other most highly compensated executives serving as executive officers as of September 24, 2021.

  74. Summary Compensation Table

    | | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | | | Incentive | Deferred | | | | | | | | Stock | Option | Plan | Compensation | All Other | | | | | Salary(1) | Bonus | Awards(2) | Awards(3) | Compensation(4) | Earnings(5) | Compensation(6) | Total | | Name and | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Principal Position | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Terrence R. Curtin | 2021 | $1,200,000 | — | $5,006,119 | 5,208,994 | $2,903,400 | — | $397,343 | $14,715,856 | | Chief Executive | 2020 | $1,200,000 | — | $4,226,458 | $4,378,192 | $343,800 | — | $420,775 | $10,569,225 | | Officer (PEO) | 2019 | $1,186,539 | — | $3,576,189 | $3,462,244 | $579,600 | — | $487,264 | $9,291,836 | | Heath A. Mitts | 2021 | $673,111 | — | $1,545,556 | $1,608,190 | $1,357,159 | | $133,795 | $5,317,811 | | EVP & Chief Financial | 2020 | $673,111 | — | $1,232,171 | $1,277,296 | $109,280 | — | $167,608 | $3,459,466 | | Officer (PFO) | 2019 | $662,853 | — | $1,257,991 | $1,217,764 | $184,230 | — | $228,488 | $3,551,326 | | Steven T. Merkt | 2021 | $654,136 | — | $1,353,949 | $1,408,819 | $1,021,760 | $0 | $104,587 | $4,543,251 | | President, | 2020 | $628,977 | — | $1,131,987 | $1,172,536 | $96,747 | $28,717 | $104,713 | $3,163,677 | | Transportation Solutions | 2019 | $649,006 | — | $1,110,037 | $1,074,812 | $185,709 | $26,760 | $200,448 | $3,246,772 | | John S. Jenkins, Jr. | 2021 | $573,513 | — | $970,736 | $1,010,076 | $786,315 | — | $98,311 | $3,438,951 | | EVP & General | 2020 | $573,513 | — | $754,658 | $782,208 | $93,110 | — | $102,132 | $2,305,621 | | Counsel | 2019 | $567,574 | — | $954,679 | $668,668 | $156,971 | — | $123,697 | $2,471,589 | | Shadrak W. Kroeger | 2021 | $573,250 | — | $842,646 | $876,794 | $548,981 | $0 | $140,472 | $2,982,143 | | President, | 2020 | $540,000 | — | $704,098 | $729,440 | $557,685 | $6,588 | $91,500 | $2,629,311 | | Industrial Solutions | | | | | | | | | |

  75. Summary Compensation Table

    | Amounts shown are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of salary into the SSRP.(1) |

  76. Summary Compensation Table

    | This amount represents the grant date fair value of restricted stock units (RSUs) and performance stock units (PSUs) calculated using the provisions of Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. The value of PSUs included in the table assumes target performance. The following table reflects the grant date fair value of the PSUs at target, as well as the maximum grant date fair value if the highest level of performance is achieved:(2) |

  77. Summary Compensation Table

    | Grant Date Fair Value of PSUs | | | | | Target | Maximum | | | Value | Value | | Name | ($) | ($) | | Mr. Curtin | $5,006,119 | $10,012,239 | | Mr. Mitts | $1,545,556 | $3,091,112 | | Mr. Merkt | $1,353,949 | $2,707,899 | | Mr. Jenkins | $970,736 | $1,941,472 | | Mr. Kroeger | $842,646 | $1,685,291 |

  78. Summary Compensation Table

    | This amount represents the grant date fair value of stock options calculated using the provisions of ASC 718. See Note 20 (Share Plans) to the notes to consolidated financial statements (“Note 20”) set forth in TE Connectivity’s Annual Report on Form 10-K for the fiscal year ended September 24, 2021 (the “10-K”) for the assumptions made in determining ASC 718 grant date fair values.(3) |

  79. Summary Compensation Table

    | Represents amounts earned under the fiscal year 2021 annual incentive program. Amounts shown are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of awards into the SSRP.(4) |

  80. Summary Compensation Table

    | Represents the aggregate change in actuarial present value of the accumulated benefits for Messrs. Merkt and Kroeger under the frozen pension plan as described in “CD&A—Retirement and Deferred Compensation Benefits.” For fiscal 2021, the change in pension value is a decrease from fiscal 2020. Rather than report a negative value, a change of $0 is reported. Messrs. Curtin, Mitts and Jenkins do not participate in a pension plan. There are no nonqualified deferred compensation earnings because the SSRP does not provide for “above-market” or preferential earnings as defined in applicable SEC rules.(5) |

  81. Summary Compensation Table

    | See the All Other Compensation table below for a breakdown of amounts shown in column (i) which include perquisites, the Company contribution portion of 401(k) plan and nonqualified defined contribution plan, dividend equivalent units and other amounts. We also provide group life, health, hospitalization and medical reimbursement(6) |

  82. Summary Compensation Table

    | 62 | 2022 Annual General Meeting Proxy Statement |

  83. Summary Compensation Table

    | plans which do not discriminate in scope, terms or operation in favor of officers and are available to all full-time employees; the values of the benefits are not shown in the table. |

  84. Summary Compensation Table

    All Other Compensation

  85. Summary Compensation Table

    | | | | Dollar Value of | | | | | | | | Dividends not | | Company | | | | | | factored into | ESPP | Contributions | Total | | | | | Grant Date | Company | to DC | All Other | | | | Perquisites | Fair Value(a) | Match(b) | Plans(c) | Compensation | | Name | Year | ($) | ($) | ($) | ($) | ($) | | Terrence R. Curtin | 2021 | — | $298,253 | — | $99,090 | $397,343 | | Heath A. Mitts | 2021 | — | $94,676 | — | $39,119 | $133,795 | | Steven T. Merkt | 2021 | — | $85,537 | $1,950 | $17,100 | $104,587 | | John S. Jenkins, Jr. | 2021 | — | $64,980 | — | $33,331 | $98,311 | | Shadrak W. Kroeger | 2021 | — | $50,205 | — | $90,267 | $140,472 |

  86. Summary Compensation Table

    | Represents the value of dividend equivalent units credited in the fiscal year to each individual’s unvested RSUs and PSUs using the closing price on the date of the crediting. The dividend equivalent unit value associated with the PSUs reflects target performance and will be adjusted based on certified performance results following the close of the three-year performance period.(a) |

  87. Summary Compensation Table

    | Represents the Company matching contribution made under the TE Connectivity employee stock purchase plan.(b) |

  88. Summary Compensation Table

    | Reflects contributions made on behalf of the named executive officers under TE Connectivity’s qualified defined contribution plan and accruals on behalf of the named executive officers under the SSRP (a nonqualified defined contribution excess plan), as follows:(c) |

  89. Summary Compensation Table

    | | | Company Matching | Company | | | | Contribution | Contribution | | Name | Year | (Qualified Plan)(*) | (Non-Qualified Plan) | | Mr. Curtin | 2021 | $17,993 | $81,097 | | Mr. Mitts | 2021 | $14,500 | $24,619 | | Mr. Merkt | 2021 | $17,100 | — | | Mr. Jenkins | 2021 | $3,800 | $29,531 | | Mr. Kroeger | 2021 | $15,200 | $75,067 |

  90. Summary Compensation Table

    | 2022 Annual General Meeting Proxy Statement | 63 |

  91. Grants of Plan-Based Awards in Fiscal 2021

    Grants of Plan-Based Awards in Fiscal 2021 The following table discloses the potential payouts for fiscal 2021 under the Company’s annual incentive program and actual numbers of stock option and performance stock unit awards granted during fiscal year 2021 and the grant date fair value of these awards.

  92. Grants of Plan-Based Awards in Fiscal 2021

    | | | | | | | | | All | | | | | | | | | | | | | Other | All Other | | | | | | | | | | | | Stock | Option | | Grant Date | | | | | | | | | | Awards: | Awards: | Exercise | Fair | | | | | | | | | | Number | Number of | or Base | Value of | | | | Estimated Possible Payouts | | | Estimated Possible Payouts | | | of Shares | Securities | Price of | Stock and | | | Grant | Under Non-Equity Incentive | | | Under Equity Incentive | | | of Stock | Underlying | Option | Option | | | Date | Plan Awards(1) | | | Plan Awards(2) | | | or Units(3) | Options(4) | Awards | Awards(5) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($) | | Name (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Terrence R. Curtin | | | | | | | | | | | | | Annual Incentive Plan | | $900,000 | $1,800,000 | $3,600,000 | | | | | | | | | Stock Option | 11/9/20 | | | | | | | | 236,450 | $105.86 | $5,208,994 | | PSU | 11/9/20 | | | | 23,645 | 47,290 | 94,580 | | | | $5,006,119 | | Heath A. Mitts | | | | | | | | | | | | | Annual Incentive Plan | | $420,695 | $841,389 | $1,682,778 | | | | | | | | | Stock Option | 11/9/20 | | | | | | | | 73,000 | $105.86 | $1,608,190 | | PSU | 11/9/20 | | | | 7,300 | 14,600 | 29,200 | | | | $1,545,556 | | Steven T. Merkt | | | | | | | | | | | | | Annual Incentive Plan | | $327,068 | $654,136 | $1,308,272 | | | | | | | | | Stock Option | 11/9/20 | | | | | | | | 63,950 | $105.86 | $1,408,819 | | PSU | 11/9/20 | | | | 6,395 | 12,790 | 25,580 | | | | $1,353,949 | | John S. Jenkins, Jr. | | | | | | | | | | | | | Annual Incentive Plan | | $243,743 | $487,486 | $974,972 | | | | | | | | | Stock Option | 11/9/20 | | | | | | | | 45,850 | $105.86 | $1,010,076 | | PSU | 11/9/20 | | | | 4,585 | 9,170 | 18,340 | | | | $970,736 | | Shadrak W. Kroeger | | | | | | | | | | | | | Annual Incentive Plan | | $273,125 | $546,250 | $1,092,500 | | | | | | | | | Stock Option | 11/9/20 | | | | | | | | 39,800 | $105.86 | $876,794 | | PSU | 11/9/20 | | | | 3,980 | 7,960 | 15,920 | | | | $842,646 |

  93. Grants of Plan-Based Awards in Fiscal 2021

    | The “Threshold” column represents the minimum amount payable (50% of target payout) when threshold performance is met. The “Target” column represents the amount payable (100% of target payout) if the specified performance targets are reached. The “Maximum” column represents the maximum amount payable (200% of target payout). See “CD&A—Compensation Elements and Pay Determination—Annual Cash Incentive Awards.”(1) |

  94. Grants of Plan-Based Awards in Fiscal 2021

    | Amounts in columns (f) through (h) represent potential share payouts with respect to PSUs assuming threshold, target and maximum performance conditions are achieved. The “Threshold” column represents the minimum amount payable (50% of target payout) when threshold performance is met. The “Target” column represents the amount payable (100% of target payout) if the specified performance targets are reached. The “Maximum” column represents the maximum amount payable (200% of target payout). Awards vest following the conclusion of the three-year performance period which ends with the close of fiscal year 2021. See “CD&A—Compensation Elements and Pay Determination—Long-Term Incentive Awards—for additional information about these awards, including performance criteria.(2) |

  95. Grants of Plan-Based Awards in Fiscal 2021

    | This column shows the number of RSUs granted in fiscal year 2021 to the named executive officers. There were no RSUs granted in fiscal year 2021 to the named executive officers.(3) |

  96. Grants of Plan-Based Awards in Fiscal 2021

    | This column shows the number of stock options granted in fiscal year 2021 to the named executive officers. Stock options issued have a ten-year term and vest ratably over a four-year period, with 25% becoming vested and exercisable on the November 15 that is at least 12 months from the grant date, and the subsequent 3-year anniversaries of the first vest date.(4) |

  97. Grants of Plan-Based Awards in Fiscal 2021

    | This column shows the full grant date fair value of PSUs and stock options under ASC 718 granted to the named executive officers in fiscal year 2021. For PSUs, the grant date fair value has been determined based on target performance being achieved. For additional information on the valuation assumptions, see Note 20 in the 10-K. In determining the number of PSUs and stock options that are awarded to eligible equity award participants, including each named executive officer, the Company follows an established policy under which it uses the average daily closing price of the 20 business days preceding the grant date as the applicable value. For purposes of the fiscal year 2021 equity awards reflected in the table above, the applicable stock value used to determine the number of PSU and stock option shares awarded to each named executive officer was $103.62 per share for the November grant. The value of the award shown in this column, however, is based on the grant date closing price, $105.86 per share for the November grant.(5) |

  98. Grants of Plan-Based Awards in Fiscal 2021

    | 64 | 2022 Annual General Meeting Proxy Statement |

  99. Outstanding Equity Awards at 2021 Fiscal Year-End

    Outstanding Equity Awards at 2021 Fiscal Year-End The following table shows the number of TE Connectivity shares covered by exercisable and unexercisable options, unvested RSUs and unvested PSUs held by the Company’s named executive officers on September 24, 2021. Each equity grant is shown separately for each named executive officer. The vesting schedule for each grant is shown following the table, based on the option, RSU or PSU award grant date.

  100. Outstanding Equity Awards at 2021 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity | Equity | | | | | | | | | | Incentive | Incentive | | | | | | | | | | Plan Awards: | Plan Awards: | | | | | | | | | Market | Number of | Market or | | | | | | | | Number of | Value of | Unearned | Payout Value | | | | | | | | Shares | Shares or | Shares, | of Unearned | | | | | | | | or Units | Units of | Units | Shares, Units | | | | Number of Securities | | | | of Stock | Stock | or Other | or Other | | | | Underlying | | Option | | That Have | That | Rights That | Rights That | | | | Unexercised Options | | Exercise | Option | Not | Have Not | Have Not | Have Not | | | | Exercisable | Unexercisable(1) | Price | Expiration | Vested(1)(2) | Vested(3) | Vested(1)(2)(4) | Vested(3) | | | Grant | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | | Name (a) | Date | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Terrence R. Curtin | 11/14/16 | 270,650 | — | $66.74 | 11/14/26 | | | | | | | 11/13/17 | 142,012 | 47,338 | $93.36 | 11/13/27 | | | | | | | 11/12/18 | 129,575 | 129,575 | $76.66 | 11/12/28 | | | 49,375 | $7,112,469 | | | 11/11/19 | 70,525 | 211,575 | $93.63 | 11/11/29 | | | 46,772 | $6,737,507 | | | 11/09/20 | — | 236,450 | $105.86 | 11/09/30 | | | 47,985 | $6,912,239 | | Heath A. Mitts | 11/13/17 | 44,775 | 14,925 | $93.36 | 11/13/27 | | | | | | | 11/12/18 | 45,575 | 45,575 | $76.66 | 11/12/28 | | | 17,368 | $2,501,836 | | | 11/11/19 | 20,575 | 61,725 | $93.63 | 11/11/29 | | | 13,635 | $1,964,179 | | | 11/09/20 | — | 73,000 | $105.86 | 11/09/30 | | | 14,814 | $2,134,004 | | Steven T. Merkt | 11/13/17 | 49,162 | 16,388 | $93.36 | 11/13/27 | | | | | | | 11/12/18 | — | 40,225 | $76.66 | 11/12/28 | | | 15,325 | $2,207,570 | | | 11/11/19 | 18,887 | 56,663 | $93.63 | 11/11/29 | | | 12,527 | $1,804,472 | | | 11/09/20 | — | 63,950 | $105.86 | 11/09/30 | | | 12,977 | $1,869,367 | | John S. Jenkins, Jr. | 11/13/17 | 30,600 | 10,200 | $93.36 | 11/13/27 | | | | | | | 09/12/18 | — | — | $— | — | 718 | $103,428 | | | | | 11/12/18 | — | 25,025 | 76.66 | 11/12/28 | | | 9,536 | $1,373,661 | | | 09/11/19 | — | — | $— | — | 1,424 | $205,127 | | | | | 11/11/19 | 12,600 | 37,800 | 93.63 | 11/11/29 | | | 8,351 | $1,202,962 | | | 11/09/20 | — | 45,850 | $105.86 | 11/09/30 | | | 9,304 | $1,340,241 | | Shadrak W. Kroeger | 11/14/13 | 12,200 | — | $51.61 | 11/14/23 | | | | | | | 11/10/14 | 13,150 | — | $61.50 | 11/10/24 | | | | | | | 11/09/15 | 16,800 | — | $65.95 | 11/09/25 | | | | | | | 11/14/16 | 18,750 | — | $66.74 | 11/14/26 | | | | | | | 11/13/17 | 21,862 | 7,288 | $93.36 | 11/13/27 | | | | | | | 11/12/18 | 22,350 | 22,350 | $76.66 | 11/12/28 | | | 8,509 | $1,225,769 | | | 11/11/19 | 11,750 | 35,250 | $93.63 | 11/11/29 | | | 7,791 | $1,122,285 | | | 11/09/20 | — | 39,800 | $105.86 | 11/09/30 | | | 8,077 | $1,163,476 |

  101. Outstanding Equity Awards at 2021 Fiscal Year-End

    | All outstanding options and RSUs vest equally over four years starting on the first anniversary of the grant date. Vesting of the PSUs occurs when the MDCC certifies year 3 results following the close of the three-year performance period.(1) |

  102. Outstanding Equity Awards at 2021 Fiscal Year-End

    | Any dividend equivalents issued on RSUs and PSUs, column g and i, respectively, have been included in the number of units reported. Those issued on PSUs reflect target performance and will be adjusted based on certified performance results following the close of the three-year performance period.(2) |

  103. Outstanding Equity Awards at 2021 Fiscal Year-End

    | Value represents the market value of TE Connectivity common shares based on the closing price of $144.05 per share on September 24, 2021.(3) |

  104. Outstanding Equity Awards at 2021 Fiscal Year-End

    | Represents target shares that have not yet been earned under the PSU program. See “CD&A—Compensation Elements and Pay Determination—Long-Term Incentive Awards—Performance Stock Unit (PSU) Program” for additional information about these awards, including performance criteria. Delivery of vested shares occurs as soon as administratively feasible following the year 3 certification process.(4) |

  105. Outstanding Equity Awards at 2021 Fiscal Year-End

    | 2022 Annual General Meeting Proxy Statement | 65 |

  106. Option Exercises and Stock Vested in Fiscal 2021

    Option Exercises and Stock Vested in Fiscal 2021 The following table sets forth certain information regarding TE Connectivity options and stock awards exercised and vested, respectively, during fiscal year 2021 for the named executive officers.

  107. Option Exercises and Stock Vested in Fiscal 2021

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized on | Number of Shares | Value Realized on | | | Acquired on Exercise | Exercise(1) | Acquired on Vesting(2) | Vesting(3) | | | (#) | ($) | (#) | ($) | | Name | (b) | (c) | (d) | (e) | | Terrence R. Curtin | 272,500 | 18,645,290 | 23,004 | $2,742,537 | | Heath A. Mitts | 79,100 | 6,594,623 | 7,256 | $865,060 | | Steven T. Merkt | 194,825 | 13,157,012 | 7,960 | $948,991 | | John S. Jenkins, Jr. | 135,575 | 7,487,392 | 7,225 | $916,774 | | Shadrak W. Kroeger | — | — | 3,542 | $422,277 |

  108. Option Exercises and Stock Vested in Fiscal 2021

    | The value realized on exercise is equal to the difference between the market price of the shares acquired upon exercise and the option exercise price for the acquired shares.(1) |

  109. Option Exercises and Stock Vested in Fiscal 2021

    | Represents vesting of RSUs and PSUs. Any dividend equivalents issued on RSUs and PSUs that vested during fiscal year 2021 have been included in the number of units reported.(2) |

  110. Option Exercises and Stock Vested in Fiscal 2021

    | The aggregate dollar amount realized upon vesting was computed by multiplying the number of units vested by the market value of the underlying shares on the vesting date.(3) |

  111. Pension Benefits for Fiscal 2021

    Pension Benefits for Fiscal 2021 The following table provides details regarding the present value of accumulated benefits under the plans described in “CD&A—Retirement and Deferred Compensation Benefits” for the named executive officers in fiscal year 2021.

  112. Pension Benefits for Fiscal 2021

    | | | Number of Years | Present Value of | | | | | Credited | Accumulated | Payments During | | | | Service(2) | Benefit(3) | Last Fiscal Year | | | Plan Name | (#) | ($) | ($) | | Name(1) | (b) | (c) | (d) | (e) | | Steven T. Merkt | Tyco Electronics Pension Plan—Part II AMP | 10.5 | $142,499 | — | | Shadrak W. Kroeger | Tyco Electronics Pension Plan—Part II AMP | 4.3 | $31,615 | — |

  113. Pension Benefits for Fiscal 2021

    | Messrs. Curtin, Mitts and Jenkins do not participate in any pension plan sponsored by TE Connectivity.(1) |

  114. Pension Benefits for Fiscal 2021

    | Years of service is calculated from date of original hire through the end of 1999, when the plan was frozen.(2) |

  115. Pension Benefits for Fiscal 2021

    | The present value of accumulated benefit amount has been measured as of September 24, 2021 and is based on a number of assumptions, including:(3) |

  116. Pension Benefits for Fiscal 2021

    | ● | A discount rate of 2.84% was used for the Tyco Electronics Pension Plan—Part II—the rates as of September 24, 2021 in accordance with ASC 715-30, Compensation—Retirement Benefits; |

  117. Pension Benefits for Fiscal 2021

    | ● | Mortality assumption reflects the Pri-2012 mortality tables, projected with generational mortality improvements using improvement scale MP-2020; and |

  118. Pension Benefits for Fiscal 2021

    | ● | No retirements prior to assumed retirement age (earliest unreduced age, as defined by the respective plan documents) or withdrawals for disability or otherwise prior to retirement. |

  119. Nonqualified Deferred Compensation for Fiscal 2021

    Nonqualified Deferred Compensation for Fiscal 2021 The following table discloses contributions and earnings credited to each of the named executive officers under the SSRP (Supplemental Savings and Retirement Plan) in fiscal year 2021 and balances at fiscal year-end. The SSRP is a nonqualified deferred compensation plan. See “CD&A—Retirement and Deferred Compensation Benefits” for information regarding the plan. Pursuant to the SSRP, executive officers may defer up to 50% of their base salary, up to 100% of their annual bonus and elect to contribute “Spillover” deferrals. Spillover deferrals allow them to continue their pre-tax contributions into the SSRP once they reach the qualified plan annual pre-tax contribution limit under the Company’s qualified 401(k) plan. We provide matching contributions based on the executive’s deferred base salary and bonus, as well as on the eligible wages used to calculate their Spillover deferrals. Matching contributions called “Company Credits” are also provided on any eligible compensation earned in excess of the Internal Revenue Code Section 401(a)(17) limit ($290,000 in 2021). All employees become vested in the matching contributions once they complete three years of service, and matching contributions are calculated using the same matching percentage the

  120. Nonqualified Deferred Compensation for Fiscal 2021

    | 66 | 2022 Annual General Meeting Proxy Statement |

  121. Nonqualified Deferred Compensation for Fiscal 2021

    executive officer is eligible to receive in the qualified plan. The Company match structure for the qualified plan is based on years of service as well as the employee’s contributions.

  122. Nonqualified Deferred Compensation for Fiscal 2021

    | | Executive | Registrant | | | Aggregate | | | Contributions in | Contributions in | Aggregate | Aggregate | Balance at Last | | | Last Fiscal | Last Fiscal | Earnings in | Withdrawals/ | Fiscal Year | | | Year(1) | Year(2) | Last Fiscal Year(3)(4) | Distributions | End(4) | | | ($) | ($) | ($) | ($) | ($) | | Name | (b) | (c) | (d) | (e) | (f) | | Terrence R. Curtin | $123,704 | $81,097 | $4,549,215 | $(183,233) | $14,416,010 | | Heath A. Mitts | $29,543 | $24,619 | $176,087 | — | $587,137 | | Steven T. Merkt | — | — | $40,583 | $(104,602) | $157,626 | | John S. Jenkins Jr. | $203,522 | $29,531 | $1,298,598 | — | $5,154,646 | | Shadrak W. Kroeger | $372,949 | $75,067 | $741,161 | $— | $3,013,176 |

  123. Nonqualified Deferred Compensation for Fiscal 2021

    | The amounts shown represent deferrals of cash and bonuses by the named executive officers under the SSRP, the amounts of which are included in the Summary Compensation table in the Salary or Non-Equity Incentive Plan Compensation column, as applicable.(1) |

  124. Nonqualified Deferred Compensation for Fiscal 2021

    | The amounts shown represent matching contributions by the Company, the amounts of which are included in the Summary Compensation table in the All Other Compensation column.(2) |

  125. Nonqualified Deferred Compensation for Fiscal 2021

    | No portion of these earnings shown in column (d) were included in the Summary Compensation Table because the SSRP does not provide for “above-market” or preferential earnings as defined in applicable SEC rules.(3) |

  126. Nonqualified Deferred Compensation for Fiscal 2021

    | For Messrs. Curtin and Merkt the balance shown also includes amounts credited under the TE Connectivity Supplemental Executive Retirement Plan, the predecessor to the SSRP that was frozen to new contributions effective December 31, 2004. The SSRP became effective on January 1, 2005.(4) |

  127. CEO Pay Ratio

    CEO Pay Ratio

  128. CEO Pay Ratio

    | ● | As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are disclosing the ratio of the median employee's annual total compensation to the annual total compensation of our CEO. Neither the Compensation Committee nor management of the Company used the pay ratio in making compensation decisions. |

  129. CEO Pay Ratio

    | ● | Regulations require that we identify a new median employee for fiscal 2021. |

  130. CEO Pay Ratio

    | ● | The identified median employee's fiscal year 2021 compensation package was $24,975 which included actual salary, bonus, and perquisites earned. The annual total compensation for our CEO, Mr. Curtin, was $14,715,856, as calculated in accordance with the "Summary Compensation Table" requirements. The median ratio of the annual total compensation of our CEO to the compensation of our median employee was 589:1. The SEC rules for identifying the median compensated 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, other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Therefore, the estimated pay ratio we report may not be comparable to the pay ratios reported by other companies. |

  131. CEO Pay Ratio

    Methodology

  132. CEO Pay Ratio

    | ● | All TE Connectivity employees worldwide, except for our CEO, were included to identify our median employee. As of July 31, 2021, we estimate that we had approximately 73,262 employees worldwide, which includes 9,169 U.S. employees and 64,093 non-U.S. employees. |

  133. CEO Pay Ratio

    | 70 | 2022 Annual General Meeting Proxy Statement |

  134. CEO Pay Ratio

    | ● | Using the 5% de minimis exemption we excluded 4.9% of our total employee population. The excluded employees included Morocco (2,807), Slovakia (138), Thailand (640) and Ukraine (7). |

  135. CEO Pay Ratio

    | ● | Our median employee was identified using Total Target Cash Compensation (annual base pay plus target bonus). |

  136. CEO Pay Ratio

    | ● | Once the median employee was identified we collected, from local HR, all compensation elements including base salary, actual annual bonus, all allowances, perquisites and any other local compensation. |

  137. CEO Pay Ratio

    | ● | All compensation components for Non-U.S. employees were converted to USD using fiscal year 2021 annually set internal exchange rates. |

  138. CEO Pay Ratio

    | ● | Seasonal, temporary and part-time associates were not annualized. No adjustments were made for global cost of living differences. |

  139. CEO Pay Ratio

    Comparing TE Connectivity’s Ratio to Other Companies This ratio is a reasonable estimate calculated using a methodology consistent with the SEC rules, as described above. Because applicable SEC rules permit various methodologies, assumptions and exclusions, our CEO pay ratio may not be comparable to ratios calculated and disclosed by other companies.

  140. CEO Pay Ratio

    | 2022 Annual General Meeting Proxy Statement | 71 |

  141. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS Compensation paid during fiscal year 2021 to each director who is not our salaried employee or an employee of our subsidiaries was based on the following fee structure:

  142. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | | Fee Structure Effective | | | | October, 2017(1) | | | | Cash | Equity | | Annual retainer | $90,000 | $185,000 | | Additional annual fees: | | | | Non‑Executive Chairman | $170,000 | | | Lead Independent Director | $40,000 | | | Audit Committee Chair | $25,000 | | | Audit Committee Member | $10,000 | | | Nominating, Governance & Compliance Committee Chair | $15,000 | | | Management, Development & Compensation Committee Chair | $20,000 | | | Science Advisory Board Retainer | $10,000 | |

  143. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | The table above reflects full year fee structures that were in effect during fiscal year 2021.(1) |

  144. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    Our board members are also reimbursed for expenses incurred in attending board and committee meetings or performing other services for us in their capacities as directors. Such expenses include food, lodging and transportation. In addition to the compensation described above, our board governance principles encourage directors to attend certain continuing education courses that are related to their duties as directors and provide that we will reimburse the costs associated with attending one course every two years. TE Connectivity will also provide Company matching gift contributions on behalf of certain directors under TE Connectivity’s matching gift program up to a maximum of $10,000 per year. Each non-employee director received the equity component of their compensation in the form of a grant of common shares of TE Connectivity Ltd. Fiscal year 2022 compensation for non-employee directors changed. The following chart shows the fiscal year 2022 fees to be paid to Directors which changed from those fees which were paid to Directors in fiscal year 2021 :

  145. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | | Fee Structure Effective | | | | October, 2021(1) | | | | Cash | Equity | | Annual retainer | $100,000 | $200,000 | | Additional annual fees: | | | | Audit Committee Member | $15,000 | |

  146. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Fees not shown in the table above remain the same as those paid to Directors in fiscal year 2021.(1) |

  147. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | 72 | 2022 Annual General Meeting Proxy Statement |

  148. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    The following table discloses the cash and equity awards paid to each of our non-employee directors during the fiscal year ended September 24, 2021.

  149. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | | Fees Earned or | Stock | All Other | | | | Paid in Cash(1) | Awards(2) | Compensation(3) | Total | | | ($) | ($) | ($) | ($) | | Name | (b) | (c) | (g) | (h) | | Pierre R. Brondeau | $145,000 | $188,960 | — | $333,960 | | Carol A. (John) Davidson | $115,000 | $188,960 | — | $303,960 | | Lynn A. Dugle | $100,000 | $188,960 | $10,000 | $298,960 | | William A. Jeffrey | $100,000 | $188,960 | — | $288,960 | | David M. Kerko(4) | $41,667 | $188,960 | — | $230,627 | | Thomas J. Lynch | $260,000 | $188,960 | $10,000 | $458,960 | | Yong Nam | $90,000 | $188,960 | — | $278,960 | | Daniel J. Phelan | $98,333 | $188,960 | $10,000 | $297,293 | | Abhijit Y. Talwalkar | $101,667 | $188,960 | $— | $290,627 | | Mark C. Trudeau | $90,000 | $188,960 | $150 | $279,110 | | Dawn C. Willoughby | $90,000 | $188,960 | $10,000 | $288,960 | | Laura H. Wright | $100,000 | $188,960 | $— | $288,960 |

  150. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | The amounts shown represent the amount of cash compensation earned in fiscal year 2021 for Board and committee services. Mr. Lynch received additional fees for his work as Non-Executive Chairman. Dr. Brondeau received additional fees for his work as Lead Independent Director. Dr. Brondeau, Mr. Talwalkar and Mr. Davidson each received additional fees for their role as chairs of the Nominating, Governance and Compliance Committee, the Management Development and Compensation Committee and the Audit Committee, respectively. Mr. Phelan received additional fees for his role as chair of the Management Development and Compensation Committee during the first two quarters of fiscal 2021. Mr. Kerko, Ms. Dugle and Ms. Wright each received an additional cash retainer for serving on the audit committee. Dr. Jeffrey received an additional fee for his role on the Science Advisory Board.(1) |

  151. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | On November 9, 2020, Dr. Brondeau, Mr. Davidson, Ms. Dugle, Dr. Jeffrey, Mr. Kerko, Mr. Lynch, Mr. Nam, Mr. Phelan, Mr. Talwalkar, Mr. Trudeau, Ms. Willoughby and Ms. Wright each received a grant of 1,785 common shares. In determining the number of common shares to be issued, we used the average daily closing price for the 20 day period prior to the grant date $103.62 per share the same methodology used to determine employee equity awards. The grant date fair value of these awards, as shown above for fiscal year 2021, was calculated by using the closing price of TE Connectivity Ltd. common shares on the date of grant $105.86 per share. The common shares vested immediately. As of September 24, 2021, Mr. Lynch held options to purchase 43,700 shares at an exercise price of $93.36.(2) |

  152. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | The amounts shown represent the value of Company matching gift contributions made on behalf of Messrs. Lynch, Phelan and Trudeau, and Mses. Dugle and Willoughby under TE Connectivity’s matching gift program.(3) |

  153. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Mr. Kerko resigned from the Board of Directors effective February 16, 2021 and received pro-rata fees for his service during fiscal year 2021.(4) |

  154. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    Charitable Contributions Our Board Governance Principles require that the Nominating, Governance and Compliance Committee approve all charitable donations by TE Connectivity to organizations associated with a director. The amount of any such donation is limited to an amount annually that is less than the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues. Furthermore, charitable director matching gift donations by TE Connectivity are limited to matching donations in an amount no greater than the amount contributed by the Director, and consistent with TE Connectivity’s employee matching gift program.