Sector: Industrials
SENSATA TECHNOLOGIES HOLDING PLC · Meeting: June 9, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Absmeier has served since 2019 and his full tenure overlaps the period during which Sensata's stock fell roughly 6% while the company's own peer group rose about 65% on average — a gap of over 71 percentage points, well above the 20-point threshold that triggers an against vote; the 5-year record is even worse (-27.8% vs peer median +56.9%), so the mitigant that would soften the vote does not apply.
Black joined the board in 2021, meaning more than half of the three-year underperformance window falls within his tenure; Sensata's stock lost about 6% while the peer group gained roughly 65%, a gap far exceeding the 20-point policy trigger, and the five-year picture is equally poor, so the mitigant that would soften the vote does not apply.
Bolsinger has served since 2020 and her tenure fully covers the period of severe underperformance — Sensata's stock down roughly 6% against a peer median gain of roughly 65%; the five-year record shows no recovery (ST -27.8% vs peer median +56.9%), so the policy mitigant that would downgrade the vote to 'for' does not apply.
Skidmore has served since 2017, giving her the longest tenure on the board and full accountability for the underperformance period; with Sensata's stock down about 6% against a peer group up roughly 65% over three years and down 28% against a peer group up 57% over five years, neither the 3-year nor the 5-year mitigant relieves the against vote.
Sullivan has served on the board since 2013 and also served as Interim CEO during 2024, meaning she bears direct accountability for both the governance and operational underperformance; the stock return gap versus peers far exceeds the policy threshold at both three and five years, so no mitigant applies.
Teich has served since 2014 and has been Chairman since 2019, making him the board's senior leader during the entire underperformance period; Sensata's stock underperforms the peer group by over 71 percentage points over three years and over 84 percentage points over five years, both far above the policy thresholds, so no mitigant applies.
Von Schuckmann joined the board in 2025 as CEO, which falls within the 24-month new-director exemption, so the TSR underperformance trigger does not apply to him personally; as a first-time board member with a brand-new CEO mandate, he deserves the standard grace period before being held accountable for prior-period performance, and no other disqualifying factors are present — vote is FOR.
Zide has served since 2010 — the longest-tenured director on the slate — and his tenure fully encompasses the severe underperformance period; with Sensata down roughly 6% versus a peer group up roughly 65% over three years and down 28% versus peers up 57% over five years, neither the 3-year nor 5-year mitigant changes the outcome.
For Analysis
Eyler joined the board in 2024, which is within the 24-month new-director exemption under the policy, so the TSR underperformance trigger does not apply to him; he brings relevant automotive industry CEO experience and no other disqualifying factors are present.
Schupmann is a newly nominated director standing for her first election and has not yet joined the board, so the TSR trigger does not apply; she brings over 35 years of accounting, finance, and technology-sector audit expertise from PwC, which is directly relevant to Sensata's needs.
Vijayvargiya joined the board in 2023, placing him within the 24-month new-director exemption from the TSR trigger; he brings relevant industrial technology and CEO experience and no other disqualifying factors are identified.
Of the eleven director nominees, eight long-tenured directors (Absmeier, Black, Bolsinger, Skidmore, Sullivan, Teich, Vijayvargiya — wait, Vijayvargiya is exempt — correcting: Absmeier, Black, Bolsinger, Skidmore, Sullivan, Teich, Zide) receive AGAINST votes because Sensata's stock has badly trailed its own peer group over three and five years, and three newer directors (Eyler, Schupmann, von Schuckmann) receive FOR votes because they joined within the 24-month exemption window or are standing for the first time. Vijayvargiya joined in 2023 and is also within the 24-month exemption and receives a FOR vote.
CEO
Stephan von Schuckmann
Total Comp
$12,587,665
Prior Support
94.5%%
CEO Stephan von Schuckmann received $12.6 million in total compensation in his first year, a figure that — even accounting for sign-on, relocation, and buyout payments typical of a new hire — is elevated for a CEO at a company with a $5.8 billion market cap that has significantly underperformed its peers; the core pay-for-performance problem is that Sensata's stock has lost roughly 6% over three years while the company's own compensation peer group gained about 65% on average, a gap of over 71 percentage points, yet executives received above-target annual incentive payouts (108% of target) and large equity grants, meaning the incentive pay is not aligned with the shareholder experience. Although the prior-year say-on-pay vote received 94.5% support (well above the 70% threshold), the combination of an above-benchmark CEO pay package, a deeply unfavorable pay-for-performance alignment, and a stock performance record that has destroyed significant relative shareholder value warrants a NO vote under the policy.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,738,000
Non-Audit Fees
$120,000
Non-audit fees (tax fees of $116K plus other fees of $4K = $120K) are less than 2% of audit fees ($6.738M), well below the 50% threshold that would trigger a concern about auditor independence; Deloitte is a Big 4 firm appropriate for a company of Sensata's size and complexity, auditor tenure is not disclosed so the tenure trigger cannot fire, and there are no disclosed material financial restatements.
Sensata's 2026 annual meeting presents a challenging ballot driven primarily by severe long-term stock underperformance — the company's shares have lost roughly 6% over three years while the company's own compensation peer group gained about 65%, a gap of over 71 percentage points that triggers against votes for seven of the eleven director nominees and contributes to an against vote on executive compensation. The auditor ratification is straightforward and warrants support, while several UK Companies Act housekeeping proposals are routine and uncontroversial.
23 companies disclosed in 2026 proxy filing
