Sensata Technologies Holding plc Announces Performance Criteria for Previously Announced Inducement Grant Under New York Stock Exchange Listed Company Manual Rule 303A.08

Rhea-AI Summary

Sensata Technologies (NYSE: ST) has established performance criteria for two performance-based restricted stock unit (PRSU) awards granted to incoming CEO Stephan von Schuckmann, who will join in January 2025. The awards cover 20,073 and 130,475 ordinary shares respectively.

The PRSUs vesting is based on two key metrics:

• 50% on relative total shareholder return compared to 12 peer companies over three years
• 50% on return on invested capital over three years

If performance targets are exceeded, the PRSUs may vest up to 150% of the target shares. The first PRSU includes immediate vesting provisions upon involuntary termination without cause or voluntary termination for good reason. While subject to the 2021 Equity Incentive Plan terms, these awards were granted outside the plan as employment inducements.

Positive

• Structured performance-based compensation aligning CEO interests with shareholders
• Potential for 150% upside in share awards based on performance achievements
• Clear performance metrics tied to shareholder return and capital efficiency

Negative

• Significant potential share dilution from large PRSU awards totaling 150,548 shares
• Immediate vesting clause for first PRSU could result in substantial payout regardless of performance

SWINDON, United Kingdom--(BUSINESS WIRE)-- Sensata Technologies (NYSE: ST) today announced that it established the performance criteria for two awards of performance-based restricted stock units (“PRSUs”) issued to its Chief Executive Officer (“CEO”), Stephan von Schuckmann. The awards, which were previously announced, were made pursuant to a previously announced employment agreement between Mr. von Schuckmann and Sensata Technologies and as a material inducement to Mr. von Schuckmann joining Sensata Technologies as its CEO in January 2025.

The awards of PRSUs cover 20,073 and 130,475 of Sensata Technologies’ ordinary shares, respectively. The PRSUs will vest (i) 50% based on the relative total shareholder return of Sensata Technologies ordinary shares over a three-year period compared to a group of 12 peer companies over the same period and (ii) 50% based on Sensata Technologies’ return on invested capital over a three-year period, each case calculated in accordance with the terms of the PRSU. In the event that Sensata Technologies relative total shareholder return or return on invested capital exceeds specified targets over the course of the measurement period, the PRSUs may vest with respect to up to 150% of the target number of ordinary shares set forth above. The award agreement for the first PRSU provides that the PRSUs subject to that award shall immediately vest based on the greater of (i) Target or (ii) actual performance at the time of termination based on the Committee’s determination upon an involuntary termination by Sensata Technologies of Mr. von Schuckmann’s employment without cause (as that term is defined in Mr. von Schuckmann’s employment agreement) or a voluntary termination by Mr. von Schuckmann of his employment for good reason (as that term is defined in Mr. von Schuckmann’s employment agreement).

The PRSUs are subject in all respects to the terms and conditions of Sensata Technologies’ 2021 Equity Incentive Plan (the “2021 Plan”), but were not issued under the 2021 Plan. Except as noted above, the RSUs and PRSUs include vesting treatment on termination of employment or change in control consistent with Sensata Technologies’ standard terms for awards granted to its executive officers pursuant to the 2021 Plan.

Each award was granted as a material inducement to employment in accordance with the NYSE Listed Company Manual Rule 303A.08.

About Sensata Technologies

Sensata Technologies is a global industrial technology company striving to create a safer, cleaner, more efficient and electrified world. Through its broad portfolio of mission-critical sensors, electrical protection components and sensor-rich solutions, Sensata helps its customers address increasingly complex engineering and operating performance requirements. With more than 18,000 employees and global operations in 14 countries, Sensata serves customers in the automotive, heavy vehicle & off-road, industrial, and aerospace markets. Learn more at www.sensata.com and follow Sensata on LinkedIn, Facebook, X and Instagram.

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Media & Investor Contact:



James Entwistle

+1 (508) 954-1561

jentwistle@sensata.com



investors@sensata.com

Source: Sensata Technologies

FAQ

What are the performance metrics for Sensata Technologies (ST) new CEO's PRSU awards?

The PRSUs vest 50% based on relative total shareholder return vs 12 peer companies and 50% based on return on invested capital, both measured over 3 years.

How many shares are covered in Sensata Technologies (ST) CEO's inducement grant?

The PRSU awards cover 20,073 and 130,475 ordinary shares respectively, with potential to vest up to 150% if performance targets are exceeded.

When will Stephan von Schuckmann start as Sensata Technologies (ST) CEO?

Stephan von Schuckmann will join Sensata Technologies as CEO in January 2025.

What happens to ST CEO's first PRSU award if terminated without cause?

The first PRSU award immediately vests based on the greater of target or actual performance if terminated without cause or resignation for good reason.