David Stott
Sensata Technologies HoldingAbout David Stott
David K. Stott serves as Executive Vice President, General Counsel and Corporate Secretary of Sensata Technologies (ST). He joined Sensata in December 2020, became Vice President & General Counsel in October 2022, Senior Vice President in August 2023, and was EVP and Corporate Secretary by October 28, 2025; he is 42 years old . He holds a B.A. in Political Science from Brigham Young University and a J.D., magna cum laude, from BYU Law School, and brings >$30B of global M&A and 45+ capital markets transactions experience . Company performance during his tenure includes FY2024 revenue of $3.9B, adjusted EPS of $3.44, and ROIC of 10.2%, with $68.9M of buybacks and $72.2M in dividends; 2024 free cash flow was $393M and 76% conversion of adjusted net income .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. District Court, S.D.N.Y. (Hon. Barbara S. Jones) | Law Clerk | Not disclosed | Foundation in federal litigation and judicial process |
| Cravath, Swaine & Moore (NY & London) | Corporate Associate | Not disclosed | Global transactional practice; contributed to >$30B M&A across 20+ countries and 45+ debt/equity offerings |
| Latham & Watkins (Houston) | Corporate Associate | Not disclosed | Energy-sector corporate and compliance experience |
| Energy industry (in-house counsel) | Senior Corporate Counsel | Not disclosed | Broad corporate, compliance, and international experience prior to joining Sensata |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legal & compliance conferences | Frequent speaker | Not disclosed | Thought leadership; external visibility on governance and compliance topics |
| — | No public company boards disclosed | — | — |
Fixed Compensation
- Not specifically disclosed for Stott in the 2025 proxy; Named Executive Officers (NEOs) covered were CEO, CFO, CHRO, CTO, EVP Performance Sensing and Interim CEO, with program detail in CD&A, but Stott was not an NEO for 2024 .
Performance Compensation
Company executive incentive design (context for senior officers):
- Annual Incentive Bonus metrics (FY2024): 50% Adjusted Operating Income Margin, 50% Adjusted Free Cash Flow; maximum payout 200% per metric .
- PRSUs: three-year performance cycles with annual “banking” on Relative TSR vs peer group and ROIC; 2024 banked 91% for the 2024 PRSU cohort (TSR 38th percentile; ROIC 10.2%) .
| Metric (FY2024) | Weighting | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Adjusted Operating Income Margin | 50% | 19.70% | 19.0% | 0% |
| Adjusted Free Cash Flow | 50% | $400M | $400M | 100% |
| Total Annual Incentive (NEO program) | — | — | — | 50% of target for NEOs (except Interim CEO paid 100% per agreement) |
| PRSU Dimension (2024) | Target | Achieved | Banked % |
|---|---|---|---|
| Relative TSR (annual) | 50th percentile | 38th percentile | 76% |
| ROIC (annual) | 10.0% | 10.2% | 105% |
| Combined Banked (2024 PRSUs) | — | — | 91% |
Note: Stott’s individual targets/payouts are not disclosed; tables reflect company program parameters and NEO outcomes .
Equity Ownership & Alignment
| Policy Element | Requirement / Status |
|---|---|
| Stock ownership guideline | Executive Vice President: 3x base salary; Senior Vice President: 2x; CEO: 6x; 5-year compliance window |
| Retention requirement | Must retain 50% of net after-tax shares until guideline met |
| Hedging/pledging | Prohibited for all directors, officers, employees; no margin pledges or derivatives (excl. plan options) |
| Clawback | NYSE-compliant mandatory recovery of erroneously awarded incentive comp upon a financial restatement |
| Beneficial ownership | Not specifically disclosed for Stott in proxy management table (directors and NEOs enumerated) |
Employment Terms
- Role evolution: VP & General Counsel (Oct 2022) → SVP, General Counsel (Aug 2023) → EVP, General Counsel & Corporate Secretary (Oct 28, 2025) .
- Corporate Secretary duties exemplified by signing authority on 8-Ks and proxy process .
- Severance & Change-in-Control (company policy for senior officers; NEO terms shown below):
- Termination without cause/good reason (non-CIC): CEO 24 months base + 200% of 2-yr avg bonus; other NEOs 12 months base + 100% of 2-yr avg bonus; continued health/dental for same months; accelerated vesting for near-term RSUs/PRSUs per award terms .
- Post-CIC termination (double-trigger): CEO 36 months base + 300% of 2-yr avg bonus; other NEOs 24 months base + 200% of 2-yr avg bonus; continued health/dental; equity accelerates if terminated within 24 months or not assumed .
- CIC with no termination: no automatic vesting; awards continue per schedule if assumed .
| Scenario | Cash Severance | Bonus Multiple | Benefits | Equity Treatment |
|---|---|---|---|---|
| Termination w/o cause or for good reason (non-CIC) | CEO: 24 months base; Other NEOs: 12 months base | CEO: 200% of 2-yr avg bonus; Other NEOs: 100% | CEO: 24 months; Other NEOs: 12 months (health/dental) | Near-term RSUs/PRSUs vest per award (6–12 months window and banking rules) |
| Post-CIC termination (double-trigger within 24 months) | CEO: 36 months base; Other NEOs: 24 months base | CEO: 300% of 2-yr avg bonus; Other NEOs: 200% | CEO: 36 months; Other NEOs: 24 months (health/dental) | Unvested equity accelerates if terminated or if awards not assumed |
| CIC, no termination | — | — | — | Awards continue; no automatic vesting |
Note: The Severance & CIC Plan applies to senior officers; specific participation/multiples for Stott are not individually disclosed .
Performance & Track Record
- Transactions: >$30B in acquisitions/divestitures across 20+ countries and 45+ capital markets deals, evidencing deep execution capability .
- 2024 operating outcomes: revenue $3.9B, adjusted EPS $3.44, ROIC 10.2%; share repurchases $68.9M and dividends $72.2M reflect disciplined capital allocation .
- Cash generation: 2024 free cash flow $393M and 76% conversion of adjusted net income; leverage reduced to ~3.0x at YE2024 .
- Sustainability governance: the Board receives quarterly updates; Sustainability Committee co-chaired by CAO and General Counsel; GC leads sustainability efforts and policy execution .
Governance, Compensation Peer Group, and Shareholder Feedback
- Anti-hedging/pledging, ownership guidelines, clawback policy and fully independent Compensation Committee reflect governance best practices .
- Compensation benchmarking peer group (industrial tech/auto analogs) used by FW Cook for executive pay context .
- 2024 say-on-pay approval: 96.8% of votes cast, reaffirming support for pay-for-performance design .
Investment Implications
- Alignment: Strong ownership/retention policies (3x salary for EVPs, 50% retention of net shares) and anti-hedging/pledging reduce misalignment and limit leveraged selling pressure .
- Retention/CIC: Double-trigger CIC equity vesting and defined severance multiples for senior officers indicate competitive protection; monitor any 8-K 5.02 filings for changes to Stott’s terms .
- Execution signal: Stott’s capital markets and M&A track record supports transaction execution in portfolio reshaping; company metrics (ROIC improvement, FCF strength) during his tenure are positive context for governance-driven value creation .
- Risk checks: No pledging permitted; mandatory clawback; continue monitoring Section 16 filings for insider transactions to gauge potential selling pressure; Stott’s officer status and Corporate Secretary role are evident in multiple SEC filings .