Sensata Technologies (ST) Proxy filing summary

Executive summary

• Achieved record free cash flow of $490M in 2025, expanded margins, and returned $191M to shareholders through dividends and share repurchases.

• Reorganized into three operating segments: Automotive, Industrials, and Aerospace, Defense & Commercial Equipment, each delivering organic growth in Q4 2025.

• Appointed a new CEO, Stephan von Schuckmann, and strengthened the executive team with several key hires and promotions.

• Board and committees are majority independent, with robust governance, annual elections, and ongoing succession planning.

Voting matters and shareholder proposals

• Fourteen proposals to be voted on, including director elections, executive compensation, auditor appointments, equity plan amendments, share repurchase authorizations, and capital structure resolutions.

• Board recommends voting FOR all proposals, including annual say-on-pay and amendments to the 2021 Equity Incentive Plan.

• Shareholders can vote by internet, phone, mail, or in person; each share has one vote, and all resolutions are taken on a poll.

Board of directors and corporate governance

• 10 of 11 director nominees are independent; average tenure is 6.5 years; 54% gender or ethnically diverse.

• Board held 8 meetings in 2025; all directors attended at least 75% of meetings.

• Five standing committees: Audit, Compensation, Nominating & Corporate Governance, Innovation & Technology, and Finance—all fully independent.

• Annual board and committee self-assessments, director peer reviews, and director share ownership requirements.