George Verras
Sensata Technologies HoldingAbout George Verras
George Verras is Executive Vice President and Chief Technology Officer (CTO) at Sensata Technologies, age 53. He was appointed EVP & CTO in May 2022 after serving as SVP & CTO (2021–May 2022), VP Sensata Ventures (2019–2021), and VP & GM of HVOR (2015–2019). He joined Sensata’s predecessor, Texas Instruments, in 1994 in various design engineering roles and holds a B.S. in Mechanical Engineering (University of Connecticut) and an MBA (Babson College) . 2024 performance highlights impacting incentive pay: Adjusted Operating Income Margin was 19.0% versus a 19.7% target (0% payout on that component) and Adjusted Free Cash Flow was $400 million (100% payout on that component), with overall FCF conversion at 76%, free cash flow of $393 million (+44% YoY), and ROIC of 10.2% vs. 9.7% in 2023 . The most important measures driving pay were Relative TSR, ROIC, Adjusted Operating Income Margin, and Adjusted Free Cash Flow .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sensata Technologies | EVP, Chief Technology Officer | May 2022–Present | Leads technology strategy; oversaw Sensing Solutions May 2022–Apr 2023 . |
| Sensata Technologies | SVP, Chief Technology Officer | 2021–May 2022 | Led enterprise technology and innovation . |
| Sensata Technologies | VP, Sensata Ventures | 2019–2021 | Corporate venturing and innovation investment . |
| Sensata Technologies | VP & GM, HVOR | 2015–2019 | Led Heavy Vehicle & Off-Road business unit . |
| Sensata/Texas Instruments | Operations Director | Jan 2013 | Operations leadership . |
| Sensata/Texas Instruments | Design Eng. & Product Mgmt Director | Dec 2013 | Directed engineering and product management . |
| Sensata | Sr. Director & Integration Manager, HVOR | 2014 | Led integration initiatives within HVOR . |
| Texas Instruments | Design Engineering roles | 1994–2013 | Various design engineering responsibilities . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 484,737 | 517,500 | 579,375 |
| Non-Equity Incentive Plan Compensation ($) | 310,500 | 144,900 | 300,000 |
| Stock Awards ($) (RSUs/PRSUs fair value) | 750,057 | 927,180 | 1,928,137 |
| All Other Compensation ($) | 31,601 | 36,928 | 24,763 |
| Total ($) | 1,576,895 | 1,626,508 | 2,832,275 |
Base salary levels (as of fiscal year-end):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 517,500 | 600,000 |
| % Increase | 15.9% |
2024 Annual Incentive Bonus Target:
- Target bonus percentage: 100% of base salary .
- Annual Incentive Bonus Target ($): $600,000 .
Performance Compensation
Annual Incentive Program mechanics and 2024 outcomes:
| Metric | Weighting | Target | Actual | Payout (% of component) |
|---|---|---|---|---|
| Adjusted Operating Income Margin | 50% | 19.70% | 19.0% | 0% |
| Adjusted Free Cash Flow | 50% | $400.0 million | $400.0 million | 100% |
Individual 2024 payout:
| Item | Value |
|---|---|
| Annual Incentive Bonus Target (%) | 100% |
| Annual Incentive Bonus Target ($) | $600,000 |
| Annual Incentive Bonus Payout ($) | $300,000 |
| 2024 Bonus Payout as % of Target | 50% |
Long-Term Incentives (structure and outcomes):
| Award | Performance Metrics | Period | Vesting / Payout |
|---|---|---|---|
| RSUs | Time-based; stock price alignment | Ratable over 3 years | Standard 3-year ratable vesting . |
| PRSUs | Relative TSR and ROIC | 3 years | 2022 PRSUs vested Apr 1, 2024 at 60% of target ; PRSU focus on TSR and ROIC . |
Design changes in 2024 annual plan:
- Replaced Adjusted Operating Income dollars with Adjusted Operating Income Margin; increased max payout to 200% for both annual metrics .
Equity Ownership & Alignment
Beneficial ownership (as of March 30, 2025):
| Metric | Value |
|---|---|
| Ordinary Shares Beneficially Owned | 68,182 |
| Ownership as % of Outstanding Shares | <1% |
Holdings breakdown (as of March 30, 2025):
| Holding Type | Quantity |
|---|---|
| Direct Ordinary Shares | 34,847 |
| Options Currently Exercisable | 19,400 |
| Restricted Securities Vesting within 60 Days | 13,935 |
2024 vesting and exercises:
| Item | Shares/Value |
|---|---|
| Shares acquired on vesting (RSUs/PRSUs) | 23,267 |
| Value realized on vesting ($) | 835,675 |
| Option exercises | None |
Risk controls and policies:
- Company discloses Stock Ownership Policy, Anti-hedging/Anti-pledging Policy, and Claw-back Policy in Compensation Risk Controls .
Employment Terms
Potential payments upon termination or change in control (assumes event on Dec 31, 2024):
| Type of Payment | Death or Disability ($) | Retirement ($) | Termination Without Cause or Resignation for Good Reason ($) | Termination Without Cause or Resignation for Good Reason After Change in Control ($) |
|---|---|---|---|---|
| Base Salary | — | — | 600,000 | 1,200,000 |
| Bonus | — | — | 222,450 | 444,900 |
| Outstanding Equity | 1,799,025 | — | 930,970 | 1,914,904 |
| Health & Welfare Benefits | — | — | 14,834 | 29,669 |
| Total | 1,799,025 | — | 1,768,254 | 3,589,473 |
Change-in-control framework:
- For NEOs (excluding CFO Roberts): 24 months of base salary, 200% of average annual bonus for the prior two years, and 24 months of health/dental; double-trigger equity acceleration upon qualifying termination within 24 months post-CIC or if awards are not assumed/replaced .
- Equity does not automatically vest at CIC; converts and continues per original schedule unless unassumed or terminated within 24 months post-CIC .
Clawback/recoupment:
- Committee has recoupment authority for equity under the 2021 Equity Incentive Plan in specified circumstances (e.g., restatement, detrimental activity), as disclosed in policy framework .
Deferred compensation and pension:
- No participation in non-qualified deferred compensation plans for NEOs .
- Employees’ Pension Plan: credited service 2.42 years; one-time distribution of $7,071 received in 2024; plan terminated Dec 31, 2023; Verras eligible for early retirement under plan .
2024 perquisites and benefits (All Other Compensation detail):
| Item | 2024 Amount ($) |
|---|---|
| Financial counseling | 11,760 |
| Insurance premium contributions | 1,461 |
| 401(k) match | 10,041 |
| All other payments (service/anniversary) | 1,500 |
| Total | 24,763 |
Investment Implications
- Pay-for-performance alignment: 2024 annual bonus paid at 50% of target ($300k) as AOI margin missed target (19.0% vs 19.7%), while FCF met target ($400m), consistent with balanced short-term metrics and formulaic outcomes .
- Equity-heavy compensation mix: 2024 stock awards of $1,928,137 materially exceed cash bonus, tying realized value to share price and long-term TSR/ROIC performance; 2022 PRSUs vested at 60% of target, reinforcing long-term performance gating .
- Retention/CIC economics: Double-trigger protection (24 months salary + 200% average bonus) and full equity acceleration upon qualifying termination post-CIC increase retention pre-transaction but also raise potential change-in-control costs; modeled total payout for Verras is ~$3.59 million in CIC termination scenario .
- Insider selling pressure: No option exercises in 2024; vesting occurred (23,267 shares; $835,675 value), suggesting ordinary vesting rather than opportunistic selling; as of 3/30/25, beneficial ownership is <1% of outstanding shares (68,182 shares), indicating limited direct equity alignment by percentage .
- Governance support: 2024 say-on-pay approval was 96.8%, signaling strong shareholder endorsement of compensation structure and changes (e.g., AOI margin metric, 200% caps) .