Brian Wilkie
About Brian Wilkie
Brian J. Wilkie is Executive Vice President, Performance Sensing, Vehicle Business Unit at Sensata Technologies (NYSE: ST). He is 49, joined Sensata in January 1998, and holds a B.S. in Mechanical Engineering from Worcester Polytechnic Institute; he holds two patents in occupant weight sensing and MSG and has led major engineering and business integrations, including the successful integration of GIGAVAC and a transformation of Clean Energy & Insights to Electrification with strong commercial results . Appointed EVP, Vehicles effective July 1, 2024 (after serving as EVP, Sensing Solutions & Insights from April 1, 2024; and SVP, Sensing Solutions from April 1, 2023), Wilkie’s pay-for-performance is tied to Adjusted Operating Income Margin, Adjusted Free Cash Flow (AIB 50% / FCF 50%), and PRSUs linked to Relative TSR vs an automotive/IR peer group and ROIC over 3 years; in 2024, Company AOI Margin was 19.0% vs a 19.7% target (0% payout) while Adjusted FCF was $400 million (100% payout), leading to a 50% bonus payout for Wilkie ($300,000) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sensata Technologies | EVP, Performance Sensing, Vehicle BU | Jul 2024–present | Leads Vehicles BU across Performance Sensing |
| Sensata Technologies | EVP, Sensing Solutions & Insights | Apr–Jun 2024 | Oversaw Sensing Solutions & Insights group |
| Sensata Technologies | SVP, Sensing Solutions | Apr 2023–Mar 2024 | Led Sensing Solutions segment |
| Sensata Technologies | Group VP, Heavy Vehicle & Off-Road (HVOR) | 2020–2022 | Led HVOR; later moved to Clean Energy & Insights leadership |
| Sensata Technologies | Senior Director, M&A Integration | 2019 | Oversaw integration of GIGAVAC (high-power relay/contactors) |
| Sensata Technologies | Senior Director, Global Design Engineering & Product Mgmt | 2016–2019 | Led global design COEs for APT and MSG; owns 2 patents |
| Sensata Technologies | Director, Global Design Engineering | 2014–2016 | Expanded leadership in design engineering |
| Sensata Technologies | Engineering Director | 2011–2014 | Advanced engineering leadership |
| Sensata Technologies | Engineering Manager | 2005–2011 | Managed engineering teams |
| Sensata Technologies | Design Engineer | 1998–2005 | Early career engineering roles |
External Roles
No external directorships or outside board roles for Wilkie were enumerated in Sensata’s DEF 14A biographies and executive officer disclosures reviewed .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base salary ($) | $600,000 |
| Target bonus (% of base) | 100% |
| Actual annual incentive paid ($) | $300,000 (50% of target based on Company results) |
| Target LTI value ($) | $1,000,000 (annual grant) |
| LTI mix (% PRSUs / % RSUs) | 55% PRSUs / 45% RSUs |
Performance Compensation
Annual Incentive Bonus – 2024 Performance
| Metric | Weighting | Target | Actual | Payout vs target | Notes |
|---|---|---|---|---|---|
| Adjusted Operating Income Margin | 50% | 19.70% | 19.0% | 0% | Margin excludes divestiture impacts; aligned to investor-focused KPI |
| Adjusted Free Cash Flow | 50% | $400M | $400M | 100% | FCF excludes $7M acquisition retention costs; max raised to 200% |
| Annual bonus payout (Wilkie) | — | $600,000 target | — | 50% ($300,000) | 2024 bonus formula: 50% AOI + 50% FCF |
2024 Long-Term Incentive (LTI) Program
| Award/Metric | Grant date | Detail | Count (#) | Grant-date fair value ($) |
|---|---|---|---|---|
| PRSUs (3-year rTSR vs peer group and ROIC) | Apr 1, 2024 | Threshold/Target/Max units | 2,514 / 15,086 / 20,743 | $478,151 |
| RSUs (time-based, 1/3 ratable vest over 3 years) | Apr 1, 2024 | Time-based RSUs | 12,343 | $450,026 |
| Executive transition RSUs (retention) | Apr 29, 2024 | $1,000,000 award; vesting: 40% earlier of 6 months or permanent CEO start; 60% earlier of 18 months or 12 months after permanent CEO start | 27,965 | $1,000,028 |
PRSUs focus on Relative TSR vs the specified automotive/IR peer group and ROIC (3-year); RSUs vest ratably over 3 years .
Equity Ownership & Alignment
Beneficial Ownership (as of March 30, 2025)
| Holder | Ordinary shares beneficially owned | % of outstanding shares |
|---|---|---|
| Brian J. Wilkie | 24,871 | Less than 1% |
Outstanding Unvested Equity at Year-End (Dec 31, 2024)
| Grant date | Type | Unvested / Unearned units (#) | Market/payout value ($) |
|---|---|---|---|
| Apr 1, 2022 | RSUs | 1,038 | $28,441 |
| Apr 1, 2022 | PRSUs | 3,808 | $104,339 |
| Apr 1, 2023 | RSUs | 3,598 | $98,585 |
| Apr 1, 2023 | PRSUs | 6,598 | $180,785 |
| Apr 1, 2024 | RSUs | 12,343 | $338,198 |
| Apr 1, 2024 | PRSUs | 15,086 | $413,356 |
| Apr 29, 2024 | RSUs (retention) | 16,779 | $459,745 |
- 2024 vesting realized: 16,889 shares vested with $603,133 value for Wilkie .
- No stock options are shown for Wilkie as of December 31, 2024 (option columns blank in the Outstanding Equity table) .
- Stock ownership guidelines: EVPs must hold 3x base salary; individuals must retain 50% of net shares until guideline met; the Company states all NEOs meet or are on track to meet requirements within the designated time frame .
- Anti-hedging/anti-pledging: strict prohibition on hedging and pledging/margin accounts; standing orders limited; robust insider trading policy .
Employment Terms
| Provision | Terms (Wilkie/NEOs) |
|---|---|
| Base salary | $600,000 in 2024 |
| Target bonus | 100% of base salary |
| Severance (No CIC) – termination without cause or resignation for good reason | Base salary: $600,000; Bonus: $213,000; Outstanding equity: $754,569; Health & welfare: $24,091; Total: $1,591,659 (assumes termination on Dec 31, 2024) |
| Severance (After CIC) – termination without cause or resignation for good reason | Base salary: $1,200,000; Bonus: $426,000; Outstanding equity: $1,623,450; Health & welfare: $48,181; Total: $3,297,631 (assumes termination on Dec 31, 2024) |
| Change-in-control vesting | No automatic vesting; awards continue/assumed; full acceleration only if (i) terminated without cause within 24 months after CIC, or (ii) awards not assumed/replaced (“double trigger”) |
| Clawback policy | Revised July 2023 to comply with NYSE: mandatory recovery of erroneously awarded compensation (bonus and equity) upon financial restatement |
| Deferred compensation | None of the NEOs participate in non-qualified deferred compensation plans |
| Pension | Pension plan terminated; other NEOs (incl. Wilkie) not eligible; only Verras received distribution related to prior plan |
Investment Implications
- Alignment and retention: Wilkie’s pay mix is heavily variable with 2024 bonus tied to AOI Margin and Adjusted FCF and LTI split 55% PRSUs/45% RSUs; ownership policy (3x salary, 50% net-share retention) and anti-pledging rules enhance alignment and reduce hedging risk .
- Near-term vesting/selling pressure: 2024 vesting realized $603,133 on 16,889 shares; time-based RSUs vest 1/3 annually (2025–2027) and the April 29, 2024 retention RSUs vest 40%/60% based on CEO-hire timing, creating identifiable supply events; anti-hedging and retention requirements partially mitigate selling pressure .
- Severance/CIC economics: Double-trigger equity acceleration and cash severance bring Wilkie’s modeled CIC package to ~$3.3M (base+bonus+equity+benefits), reasonable for EVP level; absence of automatic CIC vesting and presence of a modern clawback are shareholder-friendly controls .
- Execution risk and value creation: Track record spans engineering excellence, patent ownership, complex M&A integration (GIGAVAC), HVOR leadership, and Electrification commercial success; current bonus outcomes (0% AOI Margin; 100% FCF) reflect ongoing margin work and cash discipline, with PRSUs tethered to rTSR and ROIC over a three-year horizon .