SENSATA TECHNOLOGIES HOLDING PLC, DEF 14A filed on 4/29/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name SENSATA TECHNOLOGIES HOLDING PLC
Entity Central Index Key 0001477294
v3.26.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On
Year
Summary Compens-ation Table Total for PEO (1)
Compens-ation Actually Paid to PEO
Summary Compens-ation Table Total for PEO (2)
Compens-ation Actually Paid to PEO
Average Summary Compens-ation Table Total for Non-PEO NEOs (3)
Average Compens-ation Actually Paid to Non-PEO NEOs Total Shareholder Return
Peer Group Total Shareholder Return (4)
Net Income (millions)
Company Selected Measure - rTSR (5)
2025$12,587,665$14,821,501$2,669,631(6)$1,893,402$123.53$117.70$31.3059th
2024$5,572,604$(3,372,453)$7,668,975$6,741,940$3,316,903(7)$2,719,303$52.57$162.25$128.5038th
2023$6,800,820$5,215,291$1,390,317(8)$1,174,865$71.11$140.30$(3.90)13th
2022$6,829,092$825,999$1,871,210(9)$502,566$75.53$120.91$310.706th
2021$6,798,263$8,393,497$2,087,346(10)$2,451,378$114.52$130.16$363.6041st
       
Company Selected Measure Name rTSR        
Named Executive Officers, Footnote The average CAP for 2025 comprised compensation for Messrs. Lynch, Roberts, Hertzke, and Verras and Ms. CaljouwThe average CAP for 2024 comprised compensation for Messrs. Roberts, Verras, and Wilkie and Ms. Caljouw.The average CAP for 2023 comprised compensation for Messrs. Roberts, Vasington, and Verras and Mses. Caljouw and Slater.The average CAP for 2022 comprised compensation for Messrs. Vasington, Picon, Verras, and Lidforss.The average CAP for 2021 comprised compensation for Messrs. Vasington, Nargolwala, Picon, and Lidforss.        
Peer Group Issuers, Footnote The peer group used for calculating Peer Group Total Shareholder Return is the S&P 500 Industrial Index.        
Adjustment To PEO Compensation, Footnote
(1) The PEO Summary Compensation Table to compensation actually paid reconciliation for Mr. von Schuckmann in 2025 is summarized in the following table:

PEO Compensation Actually Paid (von Schuckmann / Cote)20252024202320222021
Summary Compensation Table - Total Compensation$12,587,665$5,572,604$6,800,820$6,829,092$6,798,263
Grant Date Fair Value of Equity Awards Granted in Fiscal Year$(7,367,555)$(5,197,473)$(5,768,757)$(5,060,044)$(4,600,088)
+Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year$9,601,391$—$3,896,152$4,033,224$4,798,794
+Fair Value of Equity Awards Granted and Vested in Fiscal Year$—$—$—$—$—
+Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years$—$(494,242)$(382,326)$(3,823,703)$1,627,102
+Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$—$(52,567)$1,276,481$308,269$323,795
Fair Value at Fiscal Year-End of Forfeited Equity Awards that Failed to Meet Vesting Conditions in the year$—$(3,200,776)$(607,079)$(1,460,840)$(554,369)
=
CEO Compensation Actually Paid (a)
$14,821,501$(3,372,453)$5,215,291$825,999$8,393,497
(a) Mr. Cote was not eligible for any pension benefits and did not receive any dividends on unvested equity awards.

(2) The PEO Summary Compensation Table to compensation actually paid reconciliation for Ms. Sullivan is summarized in the following table:
PEO Compensation Actually Paid2024
Summary Compensation Table - Total Compensation$7,668,975
Grant Date Fair Value of Equity Awards Granted in Fiscal Year$(6,000,015)
+Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year$1,405,492
+Fair Value of Equity Awards Granted and Vested in Fiscal Year$3,667,488
+Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years$—
+Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$—
Fair Value at Fiscal Year-End of Forfeited Equity Awards that Failed to Meet Vesting Conditions in the year$—
+Change in Actuarial Present Value of Pension Plan$—
=
CEO Compensation Actually Paid (a)
$6,741,940
(a) Ms. Sullivan did not receive any dividends on unvested equity awards
       
Non-PEO NEO Average Total Compensation Amount $ 2,669,631 $ 3,316,903 $ 1,390,317 $ 1,871,210 $ 2,087,346
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,893,402 2,719,303 1,174,865 502,566 2,451,378
Adjustment to Non-PEO NEO Compensation Footnote
(3) The average non-PEO NEO Summary Compensation Table to compensation actually paid reconciliation is summarized in the following table:
Non-PEO Compensation Actually Paid20252024202320222021
Summary Compensation Table - Total Compensation$2,669,631$3,316,903$1,390,317$1,871,210$2,087,346
Grant Date Fair Value of Equity Awards Granted in Fiscal Year$(1,487,731)$(2,169,153)$(848,121)$(1,012,565)$(1,062,548)
+Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year$1,149,396$1,358,710$602,131$807,088$1,108,446
+Fair Value of Equity Awards Granted and Vested in Fiscal Year$—$444,602$—$—$—
+Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years$130,075$(180,049)$(51,472)$(828,159)$433,791
+Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$45,928$(10,984)$156,452$67,824$106,112
Fair Value at Fiscal Year-End of Forfeited Equity Awards that Failed to Meet Vesting Conditions in the year$(613,897)$(40,726)$(74,442)$(402,832)$(221,769)
+Change in Actuarial Present Value of Pension Plan$—$—$—$—$—
=
Non-PEO Compensation Actually Paid (a)
$1,893,402$2,719,303$1,174,865$502,566$2,451,378
(a) The non-PEO NEOs did not receive any dividends on unvested equity awards
       
Compensation Actually Paid vs. Total Shareholder Return
CAP and Cumulative TSR
The following chart demonstrates the amount of CAP to the Company’s PEO for the applicable year and the average amount of CAP to the Company’s non-PEO NEOs as a group in relation to the Company’s cumulative TSR over the last four years. During this four year period, the Company did not use TSR as a performance measure in its executive compensation program.
24662
Screenshot 2026-03-06 163225.jpg
       
Compensation Actually Paid vs. Net Income
CAP and Net Income
The following chart demonstrates the amount of CAP to the Company’s PEO for the applicable year and the average amount of CAP to the Company’s non-PEO NEOs as a group in relation to the Company’s net income over the last four fiscal years. The Company does not use net income as a performance measure in its executive compensation program.
25033
Screenshot 2026-03-06 163225.jpg
       
Compensation Actually Paid vs. Company Selected Measure
CAP and rTSR
The following chart demonstrates the amount of CAP to the Company’s PEO for the applicable year and the average amount of CAP to the Company’s non-PEO NEOs as a group in relation to the Company’s rTSR over the last five fiscal years as presented in the Pay Versus Performance table. While the Company uses numerous financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that rTSR is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company that has the most influence on pay for our NEOs in the most recent fiscal year.                          25830Screenshot 2026-03-06 163225.jpg
       
Total Shareholder Return Vs Peer Group
TSR of the Company and TSR of the S&P Industrial Index
The following graph demonstrates the relationship between our TSR and the TSR of the peer group presented for this purpose, the S&P Industrial Index.
26039
       
Tabular List, Table
MeasureProgram
rTSRLong-term Incentive Pay - PRSU
ROICLong-term Incentive Pay - PRSU
Adjusted Operating Income Margin(1)
Annual Incentive Bonus
Adjusted Free Cash Flow(2)
Annual Incentive Bonus
(1) Adjusted Operating Income Margin for purposes of the Annual Incentive Bonus excludes any impact from divestitures and final results are inclusive of a proforma based on the annual plan of any divested business.
(2) Adjusted Free Cash Flow for purposes for the Annual Incentive Bonus excludes any impact from acquisition related retention costs deemed as compensation for US GAAP purposes.
       
Total Shareholder Return Amount $ 123.53 52.57 71.11 75.53 114.52
Peer Group Total Shareholder Return Amount 117.70 162.25 140.30 120.91 130.16
Net Income (Loss) $ 31,300,000 $ 128,500,000 $ (3,900,000) $ 310,700,000 $ 363,600,000
Company Selected Measure Amount 0.59 0.38 0.13 0.06 0.41
Measure:: 1          
Pay vs Performance Disclosure          
Name rTSR        
Non-GAAP Measure Description rTSR is the Company's annual TSR performance relative to the following peer group: Adient, BorgWarner, Cognex, Donaldson, Gentex, Gentherm, Lear, Littlefuse, RegalRexnord, Stoneridge, TE Connectivity, and Visteon.        
Measure:: 2          
Pay vs Performance Disclosure          
Name ROIC        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted Operating Income Margin(1)        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted Free Cash Flow(2)        
Mr. von Schuckmann [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 12,587,665        
PEO Actually Paid Compensation Amount $ 14,821,501        
PEO Name Mr. von Schuckmann        
Mr. Cote [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 5,572,604 $ 6,800,820 $ 6,829,092 $ 6,798,263
PEO Actually Paid Compensation Amount   $ (3,372,453) $ 5,215,291 $ 825,999 $ 8,393,497
PEO Name   Mr. Cote Mr. Cote Mr. Cote Mr. Cote
Ms. Sullivan [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 7,668,975      
PEO Actually Paid Compensation Amount   $ 6,741,940      
PEO Name   Ms. Sullivan      
PEO | Mr. von Schuckmann [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (7,367,555)        
PEO | Mr. von Schuckmann [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,601,391        
PEO | Mr. von Schuckmann [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. von Schuckmann [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. von Schuckmann [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. von Schuckmann [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Cote [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   $ (5,197,473) $ (5,768,757) $ (5,060,044) $ (4,600,088)
PEO | Mr. Cote [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0 3,896,152 4,033,224 4,798,794
PEO | Mr. Cote [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (494,242) (382,326) (3,823,703) 1,627,102
PEO | Mr. Cote [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0 0 0 0
PEO | Mr. Cote [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (52,567) 1,276,481 308,269 323,795
PEO | Mr. Cote [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (3,200,776) (607,079) (1,460,840) (554,369)
PEO | Ms. Sullivan [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0      
PEO | Ms. Sullivan [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (6,000,015)      
PEO | Ms. Sullivan [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   1,405,492      
PEO | Ms. Sullivan [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0      
PEO | Ms. Sullivan [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   3,667,488      
PEO | Ms. Sullivan [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0      
PEO | Ms. Sullivan [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0      
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,487,731) (2,169,153) (848,121) (1,012,565) (1,062,548)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,149,396 1,358,710 602,131 807,088 1,108,446
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 130,075 (180,049) (51,472) (828,159) 433,791
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 444,602 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 45,928 (10,984) 156,452 67,824 106,112
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (613,897) $ (40,726) $ (74,442) $ (402,832) $ (221,769)
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true