TE Connectivity Files DEF 14A on Executive Compensation

Ticker: TEL · Form: DEF 14A · Filed: 2025-01-17T00:00:00.000Z

Sentiment: neutral

Topics: executive-compensation, corporate-governance, proxy-statement

Related Tickers: TEL

TL;DR

TE Connectivity's DEF 14A is out, showing exec comp details for FY24. Focus on equity awards for PEOs & non-PEOs.

AI Summary

TE Connectivity plc filed a DEF 14A on January 17, 2025, detailing executive compensation and corporate governance matters for the fiscal year ending September 26, 2025. The filing includes information on equity awards granted to principal executive officers (PEOs) and non-PEO named executive officers, with data points for fiscal years ending September 30, 2023, and September 27, 2024.

Why It Matters

This filing provides transparency into how TE Connectivity compensates its top executives, which can influence investor decisions and perceptions of the company's management and financial health.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of executive compensation and corporate governance, not indicating any immediate financial distress or significant operational changes.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose of this DEF 14A filing is to provide information regarding the solicitation of proxies for the company's annual meeting of shareholders, including details on executive compensation, director nominations, and other corporate governance matters.

Who are the key individuals or groups whose compensation is detailed in this filing?

The filing details compensation for Principal Executive Officers (PEOs) and Non-PEO Named Executive Officers, as well as information related to equity awards granted to these individuals.

What fiscal years are covered by the compensation data presented?

The compensation data presented covers fiscal years ending on September 30, 2023, and September 27, 2024.

What is the filing date of this DEF 14A?

This DEF 14A filing was made on January 17, 2025.

What were the former names of TE Connectivity plc mentioned in the filing?

The filing mentions that TE Connectivity plc was formerly known as TE Connectivity Ltd. (name change effective March 11, 2011) and prior to that, Tyco Electronics Ltd. (name change effective January 4, 2007).

Filing Stats: 4,636 words · 19 min read · ~15 pages · Grade level 15.1 · Accepted 2025-01-17 10:41:49

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 13 4 Agenda Item No. 1—Election of Directors 15 Nominees for Election 16 Corporate Governance 32 The Board of Directors and Board Committees 37 Executive Officers 43 Compensation Discussion and Analysis 45 Management Development and Compensation Committee Report 63 Compensation Committee Interlocks and Insider Participation 63 Executive Officer Compensation 64 CEO Pay Ratio 72 Pay Versus Performance 73 Compensation of Non-Employee Directors 77 Certain Relationships and Related Transactions 79 Delinquent Section 16(a) Reports 80 Audit Committee Report 81 4 Agenda Item No. 2—Appointment of Auditors and Authority to set Remuneration 83 4 Agenda Item No. 3—Advisory Vote to Approve Named Executive Officer Compensation 85 4 Agenda Item No. 4—To Authorize the Company and/or any Subsidiary of the Company to make Market Purchases of Company Shares 87 4 Agenda Item No. 5—Determine the Price Range at which the Company can Re-allot Treasury Shares 89 Additional Information 90 TE Connectivity 2026 Annual General Meeting of Shareholders 91 Where You Can Find More Information 92 B- 2025 Annual General Meeting Proxy Statement i Table of Contents TE CONNECTIVITY PLC Parkmore Business Park West Parkmore, Ballybrit Galway, H91VN2T, Ireland Invitation to the Annual General Meeting of Shareholders Time and Date: 2:00 p.m., GMT, on March 12, 2025 Place: The Conrad Dublin, Earlsfort Terrace, Dublin, Ireland Agenda Items: 1. Election of twelve (12) director nominees proposed by the Board of Directors; 2. To ratify the appointment of Deloitte & Touche LLP as the independent auditors of the Company and Deloitte Ireland LLP as our statutory auditor under Irish law and to authorize the Audit Committee of the Board of Directors to set the auditors' remuneration; 3. Advisory Vote to Approve Named Executive Officer

Executive Compensation Summary

Executive Compensation Summary

Executive Compensation Governance Highlights

Executive Compensation Governance Highlights We maintain a full complement of compensation governance best practices that help ensure our compensation programs remain aligned with shareholder interests. 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), in addition to adopting the NYSE mandated executive "clawback" policy Perform annual say-on-pay advisory vote for shareholders Maintain robust stock ownership requirements for executives (6x CEO, 3x executive officers) Design compensation programs to mitigate undue risk-taking Include performance criteria in incentive plans that are consistent with annual operating budgets, strategic forecasts and investor guidance Retain a fully independent external compensation consultant whose independence is reviewed annually by the MDCC Cap incentive compensation payments for individuals including our CEO Align executive compensation with shareholder returns through long-term incentives Maintain an insider trading policy applicable to all executive officers and employees Review share utilization annually Provide only limited non-business aircraft usage What We Do Not Do x Provide tax gross ups for executives except under our relocation program x Provide excise tax gross ups x Provide perquisites for named executive officers except for limited non-business aircraft usage x Re-price underwater stock options x Provide tax gross ups for personal aircraft use x Allow hedging or pledging of TE securities 6 2025 Annual General Meeting Proxy Statement Table of Contents Historical "Say on Pay" votes The Management Development and Compensation Committee believes the results of last year's "Say on Pay" vote affirmed our shareholders' support of our Company's executive compensation program. This confirmed our decision to maintain a consistent overall approach in setti

Executive Compensation Principles

Executive Compensation Principles Our executive compensation philosophy calls for competitive total compensation that will reward executives for achieving individual and corporate performance objectives and will attract, motivate and retain leaders who will drive the creation of shareholder value. In setting compensation we adhere to the following core principles: Shareholder Alignment Performance Based Appropriate Risk Competitive with external talent market Focus on executive stock ownership Simple and Transparent Fair and Equitable Fiscal 2024 Compensation Highlights

Executive Compensation Actions

Executive Compensation Actions Base Salaries Increase in base salary for Mr. Stucki to maintain his competitive pay position in the marketplace. Equity Award Values Delivered annual equity awards for the CEO and the other NEOs in order to keep pace and ensure alignment with the market and to reflect strong individual performance. Target Cash Incentives No target bonus percentages were increased for fiscal 2024. Equity Award Structure Equity incentive awards for the CEO and the other NEOs were in the form of stock options (50%) and performance stock units (50%). 2025 Annual General Meeting Proxy Statement 7 Table of Contents PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF TE CONNECTIVITY PLC TO BE HELD ON WEDNESDAY, MARCH 12, 2025 QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING Why am I receiving these materials? TE Connectivity's Board of Directors is soliciting your proxy to vote at the Annual General Meeting to be held at 2:00 p.m., GMT, on March 12, 2025, at the Conrad Dublin, Earlsfort Terrace, Dublin, Ireland . The information provided in this proxy statement is for your use in determining how you will vote on the agenda items described herein. We have made available our proxy materials to each person who is registered as a holder of our shares in the register of shareholders (such owners are often referred to as "holders of record" or "record holders") as of the close of business (Eastern Standard Time) on January 13, 2025. We also will send a copy of the proxy materials, including the proxy card, to any holder of record who requests them in the manner set forth in the Notice. Distribution to shareholders of the Notice of Internet Availability of Proxy Materials (the "Notice"), is scheduled to begin on or about January 17, 2025. We have requested that banks, brokerage firms and other nominees who hold TE Connectivity shares on behalf of the owners of the shares (such owners are often referred to, and

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