Andrew Lynch
Sensata Technologies HoldingAbout Andrew Lynch
Andrew Lynch, age 37, was appointed Executive Vice President and Chief Financial Officer of Sensata Technologies Holding plc (NYSE: ST) on July 21, 2025 after serving as Interim CFO since May 16, 2025; he joined Sensata in 2009 and has held successive finance leadership roles across segments and regions. He holds a B.S. in Corporate Finance & Accounting from Bentley University and has led investor relations, segment finance (Performance Sensing, Sensing Solutions), and served as regional CFO for Europe, underscoring strong execution depth across the portfolio . As context for current performance, Sensata delivered 2024 revenue of $3.9B, adjusted EPS of $3.44, and ROIC of 10.2%; Q2 2025 operating margin improved to 14.6% on $943.4M revenue, reflecting continued cost actions and lower amortization, while organic growth was pressured by divestitures and end-market softness .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sensata Technologies | EVP & CFO (Interim CFO since May 2025) | 2025–present | Leads global finance; focus on margin recovery, capital allocation, deleveraging |
| Sensata Technologies | VP Finance, Performance Sensing | 2023–2025 | Segment P&L stewardship; aligned with automotive/HVOR cycle and portfolio reshaping |
| Sensata Technologies | Head, Investor Relations | 2024 | Enhanced investor engagement and transparency amid leadership transition |
| Sensata Technologies | VP Finance, Sensing Solutions | 2021–2023 | Drove industrial/aerospace mix, supported electrification strategy |
| Sensata Technologies | Regional CFO, Europe | 2019–2023 | Full-region finance/accounting leadership across markets |
| Sensata Technologies | Finance Director, HVOR & Aerospace | 2016– | Added responsibility to broaden end-market exposure |
| Sensata Technologies | Corporate Accounting Manager; Integration Controller | 2011–2014 | Corporate reporting and M&A integration discipline |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary (annual) | $540,000 | Subject to periodic Compensation Committee review |
| Target Annual Bonus (% of base) | 100% | Paid per plan metrics; no guarantee; must be employed at payment |
| Initial Equity Grant (appointment) | $600,000 total | Split 45% RSUs, 55% PRSUs at grant |
Performance Compensation
Annual Incentive Design (company NEO program)
| Metric | Weight | 2024 Target | 2024 Actual | 2024 Payout Basis |
|---|---|---|---|---|
| Adjusted Operating Income Margin | 50% | 19.7% | 19.0% | 0% of target for this metric |
| Adjusted Free Cash Flow | 50% | $400M | $400M | 100% of target for this metric |
2024 bonus outcomes for eligible NEOs (illustrative of plan rigor): 50% of target paid for most NEOs given 0% AOI margin and 100% FCF results; Interim CEO received 100% per agreement terms .
Long-Term Incentives (equity)
| Instrument | Standard Vesting | Performance Metrics | Peer Group (Relative TSR) |
|---|---|---|---|
| RSUs | 3-year ratable vesting from grant | Stock price alignment via retention/ownership | n/a |
| PRSUs | 3-year cliff with annual “banking” by year; 0–150% payout | 50% Relative TSR vs peers; 50% ROIC with annual targets | AMETEK, Aptiv, Autoliv, BorgWarner, Gentex, Gentherm, Lear, Littelfuse, Melexis, Regal Rexnord, Stoneridge, TE Connectivity, Visteon |
Performance banking examples (company-wide 2024 results):
- 2024 PRSUs banked 91% on combined TSR and ROIC outcomes (TSR ~38th percentile; ROIC 10.2%) .
- 2023 PRSUs banked 79% for 2024 performance year (TSR ~38th percentile; ROIC 10.2%) .
Equity Ownership & Alignment
- Stock ownership guidelines: EVP must hold 3x base salary; 50% net-after-tax retention until guideline met .
- Anti-hedging/anti-pledging: Prohibits short sales, options, margin accounts, hedging; Rule 10b5-1 plans cannot be used to hedge .
- Clawback: NYSE-compliant policy revised July 2023—recoup erroneously awarded incentive compensation upon financial restatement; no misconduct requirement .
Employment Terms
| Term | Detail |
|---|---|
| Start date & role | Effective July 21, 2025; EVP & CFO |
| Employment status | At-will; termination by either party (with notice where applicable) |
| Severance Plan participation | Eligible under Severance & Change-in-Control Plan effective April 26, 2024 |
| Non-compete | 1 year post-employment if voluntary resignation or termination for cause; applies to similar capacity and geographies served in final 2 years |
| Non-solicit | 1 year—employees and key counterparties where the executive had responsibility or dealings |
| Confidentiality/IP | Robust confidentiality; assignment of inventions/IP to company; third-party info protections |
| Clawback | Subject to company recoupment policy and SEC Section 10D |
| Section 280G | Cutback (no tax gross-up); optimize net after-tax outcome vs excise tax |
| Section 409A | Structured for compliance; specified employee delay if required |
| Governing law & venue | Delaware law; Delaware courts |
| Place of work | Greater Attleboro, MA area; travel as required |
| SOX certifications | Signed 302/906 certifications on Q2 2025 10-Q (CFO) |
Severance Economics (Plan terms applicable to non-CEO NEOs)
| Scenario | Cash Severance | Bonus Component | Benefits | Equity Treatment |
|---|---|---|---|---|
| Termination without cause / resignation for good reason (no CIC) | 12 months base salary | 100% of average annual bonus (prior 2 years) | 12 months health/dental | RSUs/PRSUs vesting for awards due within 6 months; PRSUs at banked + target for uncompleted year |
| Termination without cause / resignation for good reason after CIC (double trigger) | 24 months base salary | 200% of average annual bonus (prior 2 years) | 24 months health/dental | Full acceleration if terminated within 24 months or if awards not assumed/replaced; otherwise original schedule |
Change-in-control features are double-trigger; CIC definitions include >50% voting power change, board majority change over 12 months, certain merger/asset sale events .
Compensation Structure Analysis
- Mix shift favors performance equity: 55% PRSU weighting in 2024 LTI, reinforcing ROIC and TSR focus; appointment grant split mirrors performance orientation at 55% PRSUs .
- Annual bonus metrics raised rigor: AOI margin changed from dollars to margin and max payout increased to 200% for both metrics; 2024 payout at 50% underscores discipline when margins under plan .
- Risk controls: No excise tax gross-ups; strong clawback; anti-hedging/pledging; ownership guideline at 3x salary .
Performance & Track Record
- Company performance context: 2024 FCF $393M (76% conversion), ROIC up 50 bps to 10.2%; early redemption of $700M bonds; dividends $72M; buybacks ~$69M .
- Q2 2025: Net revenue $943.4M; operating income $138.1M (14.6% margin) with lower amortization and restructuring savings; organic revenue down 1.5% excluding FX and divestitures .
- Segment trends: PS revenue declined (NA/EU auto/HVOR softness); SS revenue grew on industrial content .
Compensation Peer Group & Shareholder Feedback
- Compensation benchmarking peers include diversified industrials and electronics (e.g., AMETEK, BorgWarner, ITT, Keysight, Rockwell Automation, TE Connectivity, Trimble, Visteon) supporting market-competitive pay architecture .
- Say-on-pay support: 96.8% approval in 2024, with program refinements (e.g., AOI margin and scorecard removal) responsive to investor feedback .
Investment Implications
- Alignment: High PRSU mix tied to ROIC and relative TSR, stringent anti-hedging/pledging, and 3x salary ownership guideline support shareholder alignment; clawback mitigates restatement risk .
- Retention and event risk: Double-trigger CIC and meaningful cash/equity acceleration upon qualifying termination reduce transaction execution risk; non-compete/non-solicit provisions dampen near-term attrition risk .
- Near-term cadence: Appointment grant ($600k) adds multi-year vesting over a 3-year horizon (RSUs) with performance-dependent PRSU outcomes; AOI margin and FCF bonus metrics indicate continued focus on margin expansion and cash conversion into 2025 .
- Governance quality: SOX certifications, no tax gross-ups, robust clawback, and strong say-on-pay support point to disciplined oversight—positive for valuation resilience in cyclical end markets .