Daniel Black - Director | Sensata Technologies Holding (ST) Executive Profile & Compensation

About Daniel L. Black

Independent director of Sensata Technologies Holding plc (ST) since 2021; age 65. Managing Partner at The Wicks Group (since 2005) following a 21-year career at BNY Capital Markets as Managing Director and Co-Head of Merchant Banking (1982–2003). Holds a B.A. in Government from Dartmouth College. Serves on ST’s Audit, Compensation, and Finance Committees and qualifies as an “audit committee financial expert.”

Past Roles

Organization	Role	Tenure	Committees/Impact
The Wicks Group (PE firm)	Managing Partner	2005–present	Technology-enabled investments; capital allocation and governance experience
The Wicks Group	Principal	2003–2005	Deal execution and portfolio oversight
BNY Capital Markets	Managing Director; Co-Head of Merchant Banking	1982–2003	Led M&A and capital markets activities

External Roles

Organization	Role	Tenure	Committees/Impact
Advent Convertible Securities Fund (closed-end fund)	Trustee; Audit and Nominating & Governance Committee member	2005–present	Oversight of financial reporting and governance
Dartmouth College	Trustee Emeritus; former Trustee	Emeritus since 2023; Trustee 2019–2023	Institutional governance and strategy
Harlem Lacrosse & Leadership (non-profit)	Executive Board Member	2014–2021	Educational mission oversight

Board Governance

Committee memberships: Audit, Compensation, Finance; all committees fully independent; Black designated an audit committee financial expert. Audit met 9x in FY2024; Compensation 4x; Finance 6x.
Attendance: Each director attended >75% of applicable Board/committee meetings; Board held 8 meetings in 2024 with 100% attendance by current directors; committees held 27 meetings with all directors >80% attendance.
Independence: 11 of 12 director nominees independent; all five committees are fully independent.
Ownership and trading rules: Directors must hold 5x their annual cash retainer ($500k requirement for NEDs); retain 50% of net shares until guidelines met; directors may not hedge or pledge ST stock.
Board leadership framework: Independent Chairperson; Lead Independent Director elected if Chair is CEO or otherwise non-independent.

Fixed Compensation

Year	Annual Retainer & Committee Fees ($)	Benefits ($)	Total Fixed Remuneration ($)
2024	129,000	4,324	133,324
2023	119,500	4,306	123,806

Alternative presentation (ASC 718 grant-date fair value): 2024 stock awards $175,000; total reported in “Fees Earned + Stock Awards” table equals $304,000.

Performance Compensation

Component	Grant Value	Shares/Units	Vesting	Performance Metrics	Notes
RSU Award (2024)	$144,881 (single figure method using 3-month closing price $32.47)	Unvested RSUs: 4,462 as of 12/31/2024	RSUs vest on the next Annual General Meeting date (June 10, 2025) based on continued service	None (service-based, no PSU targets)	ASC 718 fair value disclosed separately at $175,000
Options	—	—	—	—	No option grants disclosed for Black; no options held

Clawback policy: Compensation Committee reviews and administers ST’s Claw-Back Policy.
Change-of-control terms, severance, tax gross-ups, hedging/pledging: Not disclosed for directors beyond prohibition on hedging/pledging; skip if not disclosed.

Other Directorships & Interlocks

Category	Detail
Current public company boards	0 (as of April 29, 2025)
Committee roles at other entities	Trustee/Audit/Nominating at Advent Convertible Securities Fund
Potential interlocks/conflicts	Finance Committee oversees M&A and financings; ST policy requires Audit Committee approval of related-person transactions and director recusal from votes. No Black-specific related transactions discussed in this filing.

Expertise & Qualifications

40 years in capital markets, finance, M&A, capital allocation, corporate governance, and business oversight; demonstrated ability to lead digital transformation strategies.
Audit committee financial expert; meets NYSE financial literacy requirements.
Education: B.A. in Government, Dartmouth College.

Equity Ownership

Metric (as of 12/31/2024 unless noted)	Value
Beneficially owned shares	10,544
Ownership guideline achievement	88% of requirement
Unvested RSUs and stock options	4,462 RSUs; 0 options
PRSUs (Performance RSUs)	0
Options (vested/unvested)	— / —
Anti-hedging/pledging	Directors may not hedge or pledge company stock
Direct holdings as of 3/30/2025 (reference table)	10,544 shares; no options reported for Black

Insider Trades

Date	Filing	Summary/Link
June 10, 2025	Form 4	Statement of changes in beneficial ownership filed for Daniel Black; see SEC filing XML

Governance Assessment

Board effectiveness: Multi-committee service (Audit, Compensation, Finance) and designation as audit committee financial expert indicate strong governance capacity and financial oversight. Attendance thresholds were met, with Board at 100% attendance in 2024 and robust committee engagement.
Alignment: Meaningful share ownership with progress toward the $500k guideline (88% achieved) and mandatory retention of 50% of net shares until compliant; prohibition on hedging/pledging strengthens alignment.
Compensation structure: Non-executive director pay is largely service-based (cash retainer/committee fees and annual RSUs vesting at AGM). No performance-linked metrics for director equity grants, reducing risk of pay-for-performance misalignment for oversight roles.
Conflicts and related-party risk: Black’s private equity leadership background enhances transaction oversight on the Finance Committee; ST’s policy mandates Audit Committee review and director recusal for any related-person transactions, mitigating conflict risks.

RED FLAGS: None disclosed regarding related-person transactions, hedging/pledging, or attendance shortfalls for Black in the latest proxy. Continued monitoring of ownership guideline compliance (currently 88%) is warranted, with retention requirements in place until fully compliant.