Constance Skidmore
Sensata Technologies HoldingAbout Constance E. Skidmore
Independent director at Sensata Technologies Holding plc (ST) since 2017; age 73. Former PricewaterhouseCoopers partner and governing board member (1989–2009) with 30+ years in accounting and finance; holds a B.S. in Psychology (Florida State University) and an M.S. in Taxation (Golden Gate University). She qualifies as an Audit Committee “financial expert” and currently chairs ST’s Audit Committee; she also serves on the Compensation and Nominating & Corporate Governance Committees . The Board affirms her independence under NYSE rules; 11/12 nominees are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner; member of governing board; led US 10‑year strategy; built India Tax Outsourcing | 1989–2009 | Extensive strategy, M&A, risk, ESG and talent management experience; corporate governance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comfort Systems USA | Director | 2012–present | Chair, Compensation & Human Capital; member, Audit |
| Proterra, Inc. | Director | 2019–2024 | — |
| ShoreTel, Inc. | Director | 2014–2017 | — |
| V Foundation for Cancer Research; Viz Kinect; other private/nonprofit boards | Board member | — | — |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Audit (Chair); Compensation (member); Nominating & Corporate Governance (member) |
| Audit Committee profile | All members independent; Skidmore, Black, Sonnenberg qualify as “financial experts”; 9 meetings in 2024; remit includes external auditor oversight, financial reporting, internal controls, cybersecurity/compliance, and related-person transactions review |
| Independence | Board determined all nominees except the CEO are independent under NYSE 303A.02; committees are fully independent |
| Attendance | Company reports “all current directors attending 100% of Board meetings” (8 in 2024); committees held 27 meetings with all directors attending >80% of applicable meetings; minimum disclosure threshold of ≥75% met by each director |
| Board structure & discipline | Independent Chair (Teich); regular executive sessions without management; annual board/committee self-assessments |
| Retirement policy | Mandatory director retirement at age 75 (Skidmore age 73) |
Fixed Compensation
| Component | 2024 Policy | Notes |
|---|---|---|
| Annual cash retainer (non‑exec directors) | $100,000 | Chairman +$140,000 |
| Committee member fees | Audit $10,000; Compensation $9,000; Nominating & Corp Gov $7,500; Finance/G&I $5,000 | Chair fees are in addition to member fees |
| Committee chair fees | Audit $26,000; Compensation $21,000; Nominating $16,000; Finance/G&I $12,500 | Chair fee “over” member fee |
| Other | $5,000 per UK meeting; tax prep reimbursement; reasonable expenses | |
| Policy cap | Non‑exec director cash fees “not to ordinarily exceed $400,000 annually per Director” (UK policy table) |
| 2024 Non‑Executive Director Compensation (Skidmore) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $147,500 |
| Stock Awards (grant‑date fair value) | $175,000 |
| Total | $322,500 |
Performance Compensation
| Component | Structure | Key Terms |
|---|---|---|
| Annual equity retainer (RSUs) | $175,000 in market value upon (re-)election | RSUs vest 100% on the next annual meeting date; 2024 grants of 4,462 RSUs per non‑exec director on June 11, 2024 |
| Performance metrics | N/A for directors | Director RSUs are time‑based; no performance metrics apply |
Director RSU grants and associated tax-withholding (Form 4):
| Metric | 2024-06-11 | 2025-06-10 |
|---|---|---|
| Award type | A – Award (RSUs) | A – Award (RSUs) |
| Shares awarded | 4,462 | 6,178 |
| Tax withholding (F) | 47 shares @ $39.22 | 138 shares @ $28.33 |
| Post‑transaction ownership (reported) | 27,481 shares | 33,521 shares |
Other Directorships & Interlocks
- Current public company boards: Comfort Systems USA (Chair, Compensation & Human Capital; Audit member) .
- Prior public company boards: Proterra (2019–2024); ShoreTel (2014–2017) .
- Compensation Committee interlocks: ST discloses none for 2024 (no interlocking relationships) .
Expertise & Qualifications
- Audit committee financial expert; meets NYSE financial literacy standards .
- 30+ years in accounting/finance; strategic, risk management, ESG, M&A, and governance experience from PwC leadership roles .
- Active governance leadership across ST’s Audit, Compensation, and Nominating & Corporate Governance committees .
Equity Ownership
| Ownership and Alignment Item | Status/Value |
|---|---|
| Beneficial ownership (proxy record date 3/30/2025) | 23,019 shares; “less than 1%” of outstanding |
| Shareholding guideline status (12/31/2024) | 100% of director guideline achieved for Skidmore |
| Director ownership guideline | 5x annual cash retainer ($500,000 holding requirement) within 5 years; all non‑execs met except Black, Vijayvargiya, Eyler (Skidmore not listed as exception) |
| Vested/unvested breakdown (12/31/2024) | Unvested RSUs: 4,462; no options or PRSUs reported for Skidmore |
| Post‑AGM 2025 Form 4 update | 33,521 shares after 2025 RSU award and tax withholding (as reported) |
| Hedging/pledging | Company prohibits hedging and pledging for directors and employees; no pledges disclosed in ownership tables |
Governance Assessment
Strengths
- Audit Committee Chair and designated financial expert; robust oversight of audit, internal controls, and cybersecurity/compliance; active engagement (9 Audit Committee meetings in 2024) supports board effectiveness and investor confidence .
- Clear independence; board and all key committees fully independent; no compensation committee interlocks in 2024 .
- Strong attendance culture (100% Board meeting attendance by current directors in 2024) and regular executive sessions; disciplined governance processes .
- Alignment via meaningful equity ownership; director ownership guidelines (5x retainer), retention requirement (50% of net shares until guidelines met), anti‑hedging/pledging policies .
Watch items
- Tenure and retirement horizon: At age 73, she is approaching the board’s mandatory retirement age of 75; plan for Audit Chair succession to avoid continuity risk .
- Related‑party exposure monitoring: The board noted ordinary‑course transactions with companies affiliated with certain directors remained below materiality thresholds; Audit Committee retains approval authority—keep reviewing for conflicts as relationships evolve .
Policy references and investor signals
- Director compensation is balanced (cash retainer, committee fees) with equity RSUs vesting at the next AGM; policy cap and shareholder approval required for material policy changes (UK framework) reduce pay inflation risk .
- Shareholder support remains strong: 2024 say‑on‑pay approval 96.8%, and compensation governance practices include clawback policy and independent consultant .
Notes on data sources: Board roles, attendance, independence, compensation policy/amounts, and ownership from ST’s 2025 DEF 14A; Form 4 award and withholding details from SEC EDGAR links provided above .