TE Connectivity plc

For the period ended Mar 12, 2025. Filed Jan 17, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 12, 2025 · Filed Jan 17, 2025

TEL$207.01+0.3%Stored close · as of Nov 6, 2026

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Contents

Proxy Summary

PROXY STATEMENT SUMMARY

This summary highlights information that is contained elsewhere in this proxy statement. It does not include all information necessary to make a voting decision, and you should read this proxy statement in its entirety before casting your vote.

In fiscal 2024, our board of directors and shareholders approved a change in our jurisdiction of incorporation from Switzerland to Ireland. In connection with the change, we entered into a merger agreement with our wholly-owned subsidiary, TE Connectivity plc, a public limited company incorporated under Irish law. Under the merger agreement, we were merged with and into TE Connectivity plc, which was the surviving entity, in order to effect our change in jurisdiction of incorporation from Switzerland to Ireland. The merger and change in jurisdiction of incorporation were completed on September 30, 2024. Effective for fiscal 2025, we are organized under the laws of Ireland. References in this proxy statement to “TE Connectivity,” the “Company,” “we,” “us,” or “our” refer to TE Connectivity Ltd. before September 30, 2024 and to TE Connectivity plc on or after September 30, 2024.

TE at a Glance

A global industrial technology leader creating a safer, sustainable, productive and connected future. Our broad range of connectivity and sensor solutions enable the distribution of power, signal and data to advance next-generation transportation, renewable energy, automated factories, data centers, medical technology and more.

$15.8BFY24 Annual Revenue	235BProducts Manufactured Annually	~100Global Manufacturing Sites
~130CountriesWhere We Serve Customers	85,000+EmployeesIncluding 9,000+ Engineers	15,000+Patents WorldwideGranted or Pending

Technology & Innovation

Solutions that power electric vehicles, aircraft, digital factories, and smart homes. Innovation that enables life-saving medical care, sustainable communities, efficient utility networks, and the global communications infrastructure. We partner with customers to produce highly engineered connectivity and sensing products that make a connected world possible.

Diversification

Our focus on reliability and durability, our commitment to progress, and the broad range of our product portfolio enables companies large and small to turn ideas into technology that can transform how the world works and lives tomorrow.

Global Scale

With employees, customers, engineering centers and factories around the world, and our sales coming from the Americas, Asia-Pacific and Europe/Middle East/Africa regions, we have the advantage of being a truly global industrial technology leader.


2025 Annual General Meeting Proxy Statement	3

Corporate governance summary

Director nominees

Board changes since 20176 of 10 independent director nominees have joined the Board

		Jean-Pierre ClamadieuIndependent Former Chief Executive Officer and Chairman of the Executive Committee, Solvay S.A.Age 66 Tenure 2023Committee: NGCC, Cyber	Terrence R. CurtinExecutive Director Chief Executive Officer, TE Connectivity plcAge 56 Tenure 2016
	Laura H. WrightIndependentFormer Chief Financial Officer, Southwest Airlines Co.Age 64 Tenure 2014Committee: AC (Chair) (Financial Expert), CyberDawn C. Willoughby IndependentFormer Executive VicePresident and ChiefOperating Officer The Clorox CompanyAge 55 Tenure 2020Committee: MDCC




		:
		Mark C. TrudeauIndependentFormer President, Chief Executive Officer, Mallinckrodt plcAge 63 Tenure 2016Committee: MDCC	Abhijit Y. TalwalkarIndependent Former President and Chief Executive Officer, LSI CorporationAge 60 Tenure 2017Committee: MDCC (Chair)
Committees:AC – AuditMDCC – Management Development &CompensationNGCC – NominatingGovernance & ComplianceCyber – Joint CommitteeOn Cybersecurity


4	2025 Annual General Meeting Proxy Statement


		Independence – Director Nominees■ Independent 10■ Not Independent 2
Carol A. (“John”) DavidsonChairman of the Board of DirectorsFormer Senior Vice PresidentController and Chief AccountingOfficer, Tyco International Ltd.Age 69 Tenure 2016Committee: AC (Financial Expert), Cyber	Lynn A. DugleIndependentFormer Chief Executive Officer, President and Chairman of the Board, Engility Holdings, Inc. Age 65 Tenure 2020Committee: AC (Financial Expert), Cyber (Co-Chair)

	William A. JeffreyIndependentRetired Chief Executive Officer, SRI InternationalAge 65 Tenure 2012Committee: NGCC (Chair), Cyber (Co-Chair)

Sam EldessoukyIndependentExecutive Vice President and Chief Financial Officer,Bausch + Lomb CorporationAge 52 Tenure 2024Committee: AC (Financial Expert), Cyber

Heath A. MittsExecutive DirectorExecutive Vice President andChief Financial Officer,TE Connectivity plcAge 53 Tenure 2021	Syaru Shirley LinIndependentResearch Professor, University of VirginiaAge 56 Tenure 2022Committee: NGCC, Cyber


2025 Annual General Meeting Proxy Statement	5

Executive Compensation Summary

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

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 setting executive compensation for 2024.

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 withexternal talent market



Focus on executivestock ownership	Simple and Transparent	Fair and Equitable

Fiscal 2024 Compensation Highlights

Executive Compensation Actions


Base SalariesIncrease in base salary for Mr. Stucki to maintain his competitive pay position in the marketplace.	Equity Award ValuesDelivered 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 IncentivesNo target bonus percentages were increased for fiscal 2024.	Equity Award StructureEquity 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

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