Sensata Technologies (ST) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for June 10, 2025, with 13 proposals up for shareholder vote, including director elections, executive and director compensation, auditor appointments, share repurchase authorizations, and equity issuance authorities.

• 2024 performance highlights: record $3.9B revenue, $3.44 adjusted EPS, 10.2% ROIC, $69M in share repurchases, and $72M in dividends; net leverage reduced below 3.0x.

• Strategic focus on electrification, operational efficiency, and capital allocation, with leadership transitions including a new CEO effective January 2025.

Voting matters and shareholder proposals

• Proposals include election of 12 directors, advisory votes on executive and director compensation, ratification of Deloitte as auditor, approval of director compensation policy, share repurchase contracts, and multiple authorizations for equity issuance (with and without pre-emptive rights, and under equity plans).

• Board recommends voting FOR all proposals, with ordinary and special resolutions as required by UK law.

• Shareholders can vote by internet, phone, mail, or in person; each share equals one vote.

Board of directors and corporate governance

• 11 of 12 director nominees are independent; all board committees are fully independent.

• Board held 8 meetings in 2024; all directors attended 100% of meetings.

• Ongoing board refreshment: 7 new independent directors since 2020; average tenure 5.7 years; 42% gender or ethnically diverse.

• Board succession, diversity, and annual self-assessments emphasized.

• Independent Chair; CEO and Chair roles are separated.