TE Connectivity : 2025 Annual General Meeting Proxy Statement

Published: 2025-01-17 11:57:06 ET TEL

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A (RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ⌧

Filed by a Party other than the Registrant ◻

Check the appropriate box:

TE CONNECTIVITY PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

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A letter to

our shareholders

January 17, 2025

Dear Shareholder,

On behalf of the Board of Directors and our senior management team, we are pleased to invite you to attend the 2025 Annual General Meeting of Shareholders of TE Connectivity plc, to be held on Wednesday, March 12, 2025 at 2:00 p.m. GMT, at the Conrad Dublin, Earlsfort Terrace, Dublin, Ireland, subject to any adjournments or postponements. Details of the business to be presented at the meeting can be found in the accompanying Invitation to the Annual General Meeting of Shareholders and Proxy Statement.

You can ensure that your shares are represented at the meeting by casting your vote either electronically at your earliest convenience or by promptly completing, signing, dating and returning your proxy card. Alternatively, you are welcome to attend the meeting and vote in person.

We look forward to seeing you at the meeting. Sincerely,

Carol A. ("John") Davidson

Chairman of the Board

TE Connectivity plc

Parkmore Business Park West

Parkmore, Ballybrit

Galway, H91VN2T, Ireland

Tel: +353 91 378 040

Table of Contents

Invitation to the Annual General Meeting of Shareholders

Proxy Summary

Proxy Statement

Questions and Answers About This Proxy Statement and Voting

Security Ownership of Certain Beneficial Owners and Management

4Agenda Item No. 1-Electionof Directors

Nominees for Election

Corporate Governance

The Board of Directors and Board Committees

Executive Officers

Compensation Discussion and Analysis

Management Development and Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Executive Officer Compensation

CEO Pay Ratio

Pay Versus Performance

Compensation of Non-Employee Directors

Certain Relationships and Related Transactions

Delinquent Section 16(a) Reports

Audit Committee Report

4Agenda Item No. 2-Appointmentof Auditors and Authority to set Remuneration

4Agenda Item No. 3-AdvisoryVote to Approve Named Executive Officer Compensation

4Agenda Item No. 4-ToAuthorize the Company and/or any Subsidiary of the Company to make Market Purchases of

Company Shares

4Agenda Item No. 5-Determinethe Price Range at which the Company can Re-allotTreasury Shares

Additional Information

TE Connectivity 2026 Annual General Meeting of Shareholders

Where You Can Find More Information

2025 Annual General Meeting Proxy Statement

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 Compensation ("Say on Pay");

4. To authorize the company and/or any subsidiary of the company to make market

purchases of company shares; and

5. Determine the price range at which the company can re-allot treasury shares.

Persons Who Will

Under rules of the Securities and Exchange Commission ("SEC"), we have elected to

Receive Proxy

provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice

Materials:

of Internet Availability of Proxy Materials, or the Notice, to our shareholders registered in our

share register as of the close of business (Eastern Standard Time) on January 13, 2025. All

shareholders will have the ability to access the proxy materials on the website referred to in

the Notice or to request to receive a printed set of the proxy materials. Instructions on how to

access the proxy materials over the Internet or to request a printed copy may be found in the

Notice. The Notice also instructs you on how you may submit your proxy over the Internet or

via mail. You will not receive a printed copy of the proxy materials unless you request one in

the manner set forth in the Notice or as otherwise described in the next paragraph. This

permits us to conserve natural resources and reduce our printing costs, while giving

shareholders a convenient and efficient way to access our proxy materials and vote their

shares.

Admission to Meeting and

Shareholders who are registered with voting rights in our share register as of the close of

Persons Eligible

business (Eastern Standard Time) on January 13, 2025 may grant a proxy to vote on each of

to Vote:

the agenda items in this invitation and any other matter properly presented at the meeting for

consideration. Those shareholders also have the right to attend the Annual General Meeting

and vote their shares in person, or may grant a proxy to vote on each of the agenda items in

this invitation and any other matter properly presented at the meeting for consideration. For

information about how to attend the Annual General Meeting, please see "How do I attend

the Annual General Meeting?" below.

2025 Annual General Meeting Proxy Statement

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Date of Availability:

Our proxy materials are being made available on or about January 17, 2025 to each

shareholder of record of TE Connectivity ordinary shares at the close of business (Eastern

Standard Time) on January 13, 2025.

By order of the Board of Directors,

Harold G. Barksdale

Corporate Secretary

January 17, 2025

Cautionary Note Regarding Forward-Looking Statements

All statements made in this document, other than statements of historical or current facts, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking and other statements in this document address our environmental, social, governance and sustainability ("ESG") plans and goals, among other matters. The inclusion of such statements is not an indication that this content is necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission. ESG related statements are also based on assumptions as well as estimates that are subject to a high level of uncertainty, and these statements should not necessarily be viewed as being representative of current or actual risk or performance, or forecasts of expected risk or performance. In addition, historical, current, and forward looking environmental and social‐ related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," "will" and similar expressions are generally intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management's expectations are described in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024. The company undertakes no obligation to update any forward-looking or other statements.

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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.

$15.8B

235B

~100

FY24 Annual Revenue

Products Manufactured

Global Manufacturing Sites

Annually

~130

85,000+

15,000+

Countries

Employees

Patents Worldwide

Where We Serve Customers

Including 9,000+ Engineers

Granted 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

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Corporate governance summary

Director nominees

Board changes since 2017

6 of 10 independent director nominees have joined

the Board

Jean-Pierre Clamadieu

Terrence R. Curtin

Independent

Executive Director

Former Chief Executive

Officer and Chairman of the

Executive Committee, Solvay

S.A.

Age 66 Tenure 2023

Committee: NGCC, Cyber

Laura H. Wright

Independent

Former Chief Financial Officer, Southwest Airlines Co.

Age 64 Tenure 2014

Committee: AC (Chair)

(Financial Expert), Cyber

Dawn C. Willoughby

Independent

Chief Executive Officer, TE Connectivity plc

Age 56 Tenure 2016

Committees:

AC - Audit

MDCC - Management

Development &

Compensation

NGCC - Nominating Governance & Compliance

Cyber - Joint Committee On Cybersecurity

Former Executive Vice

President and Chief

Operating Officer

The Clorox Company

Age 55 Tenure 2020

Committee: MDCC

Mark C. Trudeau

Abhijit Y. Talwalkar

Independent

Former President, Chief

Former President and Chief Executive Officer, LSI

Executive Officer,

Corporation

Mallinckrodt plc

Age 60 Tenure 2017

Age 63 Tenure 2016

Committee: MDCC (Chair)

Committee: MDCC

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Independence - Director

Nominees

Carol A. ("John") Davidson

Chairman of the Board of Directors

Former Senior Vice President

Controller and Chief Accounting

Officer, Tyco International Ltd.

Age 69 Tenure 2016

Committee: AC (Financial Expert), Cyber

Heath A. Mitts

Executive Director

Executive Vice President and

Chief Financial Officer,

TE Connectivity plc

Age 53 Tenure 2021

Lynn A. Dugle

Independent

Former Chief Executive

Officer, President and

Chairman of the Board, Engility

Holdings, Inc.

Age 65 Tenure 2020

Committee: AC (Financial

Expert), Cyber (Co-Chair)

William A. Jeffrey

Independent

Retired Chief Executive

Officer, SRI International

Age 65 Tenure 2012

Committee: NGCC (Chair),

Cyber (Co-Chair)

Sam Eldessouky

Independent

Executive Vice President and

Chief Financial Officer,

Bausch + Lomb Corporation

Age 52 Tenure 2024

Committee: AC (Financial

Expert), Cyber

Syaru Shirley Lin

Independent

Research Professor, University

of Virginia

Age 56 Tenure 2022

Committee: NGCC, Cyber

2025 Annual General Meeting Proxy Statement

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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

√ Include a "clawback" provision in all executive officer

variable compensation

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

√ Maintain robust stock ownership requirements for

shareholders

executives (6x CEO, 3x executive officers)

√ Design compensation programs to mitigate undue

√ Include performance criteria in incentive plans that

risk-taking

are consistent with annual operating budgets,

strategic forecasts and investor guidance

√ Retain a fully independent external compensation

√ Cap incentive compensation payments for individuals

consultant whose independence is reviewed annually

including our CEO

by the MDCC

√ Align executive compensation with shareholder

√ Maintain an insider trading policy applicable to all

returns through long-term incentives

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

x Provide excise tax gross ups

relocation program

x Provide perquisites for named executive officers

x Re-price underwater stock options

except for limited non-business aircraft usage

x Provide tax gross ups for personal aircraft use

x Allow hedging or pledging of TE securities

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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 with

external talent market

Focus on executive

Simple and Transparent

Fair and Equitable

stock ownership

Fiscal 2024 Compensation Highlights

Executive Compensation Actions

Base Salaries

Equity Award Values

Increase in base salary for Mr. Stucki to maintain his

Delivered annual equity awards for the CEO and the

competitive pay position in the marketplace.

other NEOs in order to keep pace and ensure

alignment with the market and to reflect strong

individual performance.

Target Cash Incentives

Equity Award Structure

No target bonus percentages were increased for fiscal

Equity incentive awards for the CEO and the other

2024.

NEOs were in the form of stock options (50%) and

performance stock units (50%).

2025 Annual General Meeting Proxy Statement

Disclaimer

TE Connectivity plc published this content on January 17, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 17, 2025 at 16:56:01.188.