Andrew Teich
Sensata Technologies HoldingAbout Andrew C. Teich
Independent Chairman of the Board since 2019; director since 2014 (age 64). Former CEO of FLIR Systems with 30+ years in imaging/sensing, inventor on 50+ patents, and seasoned acquirer (25+ completed deals). Education: B.S. Marketing (Arizona State University) and Harvard Business School Advanced Management Program. Current ST committees: Chair of Nominating & Corporate Governance; member, Finance; member, Growth & Innovation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FLIR Systems | President & CEO | 2013–2017 | Led strategy and M&A; 25+ completed acquisitions |
| FLIR Systems | President, Commercial Systems; President, Commercial Vision Systems; SVP Sales & Marketing | 2000–2013 | Built leadership in thermal imaging markets |
| Inframetrics, Inc. | VP, Sales & Marketing | 1984–1999 (acquired by FLIR in 1999) | Helped scale a pioneering infrared imaging business |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Resideo Technologies | Chairman (since 2024); Director (since 2018) | 2018–present | Chairs Innovation & Technology; member, Compensation & HCM; member, Nominating & Governance |
| FLIR Systems | Director | 2013–2017 | — |
| Juniper II Corp | Director | 2021–2023 | — |
| Other public boards (count) | — | — | ST proxy lists 1 other public board currently |
Board Governance
- Roles and independence: Independent Chairman; independence affirmed by Board’s 2025 review. Audit, Compensation, and Nominating & Corporate Governance committees fully independent. Any director-linked commercial relationships were under NYSE immateriality thresholds (≤ the greater of $1m or 2% of counterparty revenue) .
- Committee assignments (ST): Chair, Nominating & Corporate Governance; member, Finance; member, Growth & Innovation .
- Board leadership & engagement: CEO and Chair roles are separated; as Chairman, Teich sets agendas, presides over meetings and executive sessions of independent directors, and leads one-on-ones in the annual Board/committee evaluation cycle .
- Attendance: 2024 Board held 8 meetings; all current directors attended 100% of Board meetings; committees held 27 meetings with all directors >80% attendance . Company also states each current director exceeded 75% attendance at applicable meetings .
- Risk and sustainability oversight: Board oversees enterprise risk; Nominating & Corporate Governance oversees ERM and ESG; Growth & Innovation monitors technology risk; Audit oversees compliance/cyber; Compensation reviews incentive risk .
Fixed Compensation
Program structure for non-executive directors:
- Annual cash retainer $100,000; incremental Chairman retainer $140,000 .
- Committee member fees: Audit $10,000; Compensation $9,000; Nominating & Corporate Governance $7,500; Finance and Growth & Innovation $5,000. Committee chair fees: Audit $26,000; Compensation $21,000; Nominating & Corporate Governance $16,000; Finance and Growth & Innovation $12,500 .
- Other: $5,000 per UK meeting; reimbursement of UK/Netherlands tax prep and reasonable expenses .
Andrew Teich – reported director compensation (USD):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $259,750 | $271,000 |
| Stock Awards (grant-date fair value) | $175,000 | $175,000 |
| Total | $434,750 | $446,000 |
Notes: UK-format disclosures show benefits line items; in 2024 UK table shows benefits of $15,182 and RSU face value of $144,881 based on a different pricing convention (three-month average), but US GAAP grant-date fair value is $175,000 as above .
Performance Compensation
Non-executive directors receive time-based RSUs only; no performance metrics apply to director equity grants. 2024 equity grant detail for Andrew Teich:
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| June 11, 2024 | RSU | 4,462 | $175,000 | 100% at 2025 AGM (annual grant structure) |
Company incentive design under Board oversight (for executives), illustrating performance rigor:
- Annual Incentive (2024): 50% Adjusted Operating Income Margin; 50% Adjusted Free Cash Flow. Targets and actuals:
- Adjusted OI Margin target 19.7%; actual 19.0% → 0% payout on that component .
- Adjusted Free Cash Flow target $400m; actual $400m → 100% payout on that component .
- PRSUs (2024–2026): 50% Relative TSR vs peer group; 50% ROIC with annual banked tranches; Year 1 (2024) results banked 91% total (TSR 38th percentile → 76%; ROIC 10.2% vs 10% target → 105%) .
| 2024 Executive Incentive Metric | Target | Actual | Payout/Banked % |
|---|---|---|---|
| Adjusted Operating Income Margin (AIP, 50%) | 19.7% | 19.0% | 0% |
| Adjusted Free Cash Flow (AIP, 50%) | $400m | $400m | 100% |
| Relative TSR (PRSUs, Year 1 bank) | 50th %ile | 38th %ile | 76% |
| ROIC (PRSUs, Year 1 bank) | 10.0% | 10.2% | 105% |
Say-on-Pay and Director Remuneration votes (governance signals):
| Vote | Result |
|---|---|
| 2024 Say-on-Pay approval (advisory) | 96.8% For |
| 2024 Directors’ Compensation Report (UK advisory) | 98.45% For |
| 2022 Directors’ Compensation Policy (UK binding) | 99.12% For |
Other Directorships & Interlocks
- Current public boards: Resideo Technologies (Chairman) .
- Prior public boards: FLIR Systems; Juniper II Corp .
- Interlocks: No Compensation Committee interlocks; none of ST’s executives served on boards/comp committees of companies where ST comp committee members served during 2024 .
Expertise & Qualifications
- Technology, product, and industry expertise in sensing/imaging; extensive senior executive leadership; capital markets and M&A experience (25+ acquisitions); inventor on 50+ patents .
- Education: B.S. Marketing (Arizona State University); Advanced Management Program (Harvard) .
Equity Ownership
| Component | Amount |
|---|---|
| Beneficially owned shares (total) | 33,770 |
| Directly held ordinary shares | 26,730 |
| Stock options (currently exercisable) | 7,040 |
| Unvested RSUs | 4,462 |
| Ownership guideline (5x cash retainer = $500,000) | In compliance |
| Hedging/Pledging | Prohibited for directors under policy |
Notes: ST prohibits hedging and pledging; no pledging disclosed. All non-executive directors met the ownership guideline as of 12/31/24 except Black, Vijayvargiya, and Eyler, who are within grace periods; Teich meets the requirement .
Governance Assessment
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Strengths
- Independent Chairman with deep sector expertise; committees fully independent; independence affirmed in 2025 .
- High board engagement and discipline: 100% Board attendance; robust evaluation process personally led by the Chair; clear ERM/ESG oversight allocation .
- Strong alignment: director ownership guideline met; anti-hedging/pledging policy; standardized RSU grants with straightforward vesting .
- Shareholder support: very high Say-on-Pay and director remuneration approval rates .
-
Potential risk indicators and mitigants
- RED FLAG (potential concentration): Chair also chairs Nominating & Corporate Governance, centralizing agenda-setting and governance oversight; mitigated by fully independent committees and annual peer/board evaluations .
- Outside chairmanship at Resideo could raise time-commitment questions; ST’s governance requires pre-clearance for additional board seats and resignation offers if a conflict/time constraint arises .
- No related-party transactions disclosed; Related-Person Transactions Policy requires Audit Committee approval and recusal; none reported for 2024 .
Overall signal: As independent Chair with strong governance practices, high attendance, and ownership alignment, Teich’s profile supports board effectiveness; concentration of roles warrants continued monitoring but is buffered by ST’s independence structures and evaluation processes .