John Mirshekari
Sensata Technologies HoldingAbout John Mirshekari
Independent director of Sensata Technologies Holding plc (ST), age 44, appointed effective March 1, 2024; serves on the Finance and Growth & Innovation Committees. Background includes Founder/Managing Partner of M Partners Capital LLC (2023–present), Portfolio Manager and Research Analyst at Fidelity Investments (2003–2022), with a BBA from the University of Notre Dame. Core credentials emphasize investment stewardship, corporate governance, executive compensation oversight, risk and compliance, and shareholder value creation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M Partners Capital LLC | Founder, Managing Partner, Portfolio Manager | 2023–present | Investment strategy; shareholder value creation perspective applied to board oversight |
| Fidelity Investments | Portfolio Manager (Equity division) | 2010–2022 | Co-managed value strategies; deep public markets governance insights |
| Fidelity Investments | Research Analyst | 2003–2010 | Fundamental analysis foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Relay Investments | Operating Partner | 2018–present | Private investing role; not disclosed as a public company directorship |
| Other public company boards | — | — | None currently (0) per proxy nominee summary |
Board Governance
- Independence: Listed as an independent director; board has an independent chair and five fully independent committees.
- Committee assignments: Member of Finance and Growth & Innovation; not a chair.
- Committee oversight mandates: Finance Committee oversees capital structure, M&A, financing, repurchases; Growth & Innovation focuses on strategic innovation; Audit reviews related-person transactions, internal controls, cybersecurity; Compensation oversees executive pay, clawback policy; Nominating oversees governance framework.
- Attendance: Board held 8 meetings in 2024 with all current directors attending 100% of Board meetings; committees held 27 meetings with all directors attending >80% of applicable meetings. Executive sessions without management occur regularly.
- 2025 AGM election support: Votes For 131,443,435; Against 964,048; Abstentions 181,347; elected for a one-year term.
Fixed Compensation
| Component | Policy/Detail | Amounts/Notes |
|---|---|---|
| Board cash retainer | Annual retainer for non-executive directors | $100,000 per year |
| Committee member fees | Finance Committee | $5,000 per year under current policy; note 8-K appointment referenced $10,000 for Finance (indicating a subsequent policy change) |
| Committee member fees | Growth & Innovation Committee | $5,000 per year under current policy; 8-K referenced $10,000 (subsequent policy change) |
| Committee chair fees | Not applicable to Mirshekari | Finance/G&I chairs $12,500; Audit $26,000; Comp $21,000; Nominating $16,000 |
| Meeting fees | UK meeting attendance | $5,000 per UK meeting; plus reimbursement of UK/Netherlands tax advisory preparation fees and travel expenses |
| 2024 cash earned | Fees earned in cash | $96,667 |
| 2024 benefits | Tax preparation/advisory, expenses | $632 |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant-Date Price | Face/Grant Value | Vesting |
|---|---|---|---|---|---|
| RSU (annual equity retainer) | June 11, 2024 | 4,462 | $39.22 | $175,000 face value | 100% on date of 2025 AGM |
| RSU (policy) | Ongoing policy upon (re-)election | Calculated by $175,000 ÷ grant date price | — | $175,000 target | 100% on next AGM; new mid-year directors get pro-rated awards |
| 2024 RSU value (CD&A single figure) | — | — | — | $144,881 (proxy single figure methodology) | Vests next AGM |
- Structure: Non-executive director equity is time-based RSUs; no performance metrics (e.g., TSR, ROIC) apply to director awards; recovery provisions do not apply to director equity.
- Initial appointment terms: Pro-rated RSU award with target $175,000; cash retainer $100,000; committee member cash retainers (as referenced at appointment).
Other Directorships & Interlocks
| Company | Role | Public Board Count | Committee Roles |
|---|---|---|---|
| None disclosed | — | 0 | — |
| Private/Nonprofit/Academic | Relay Investments (Operating Partner) | — | — |
- Interlocks with competitors/suppliers/customers: None disclosed.
Expertise & Qualifications
- Extensive investment and shareholder value creation expertise from fund management; governance, executive compensation, risk and compliance experience.
- Education: Bachelor of Business Administration, University of Notre Dame.
- Board skills matrix summary: Adds financial acumen to Finance Committee oversight of capital allocation, transactions, and repurchases.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficially owned shares (Mar 30, 2025) | 269,507 | Less than 1% of outstanding (146,017,933 shares) |
| Direct holdings | 1,197 | As of Mar 30, 2025 |
| Indirect holdings | 268,310 | Held by M. Partners Fund L.P.; Mirshekari is Managing Partner |
| Unvested RSUs (Dec 31, 2024) | 4,462 | Director annual award balance prior to vesting |
| Ownership guideline | 5x annual cash retainer ($500,000 value requirement) | Directors must retain 50% net after-tax shares until met; no hedging or pledging permitted |
| Guideline compliance (Dec 31, 2024) | 100% achieved | Mirshekari at 100% of guideline |
Governance Assessment
- Committee effectiveness: Placement on Finance and Growth & Innovation aligns his investment and capital deployment expertise with strategic financial oversight; no chair roles suggest learning curve in early tenure but appropriate influence channels.
- Independence and conflicts: Confirmed independent; 8-K states no Item 404 related-party interests at appointment; audit committee oversees any related-person transactions through a formal policy requiring recusal.
- Ownership alignment: High alignment via significant beneficial holdings, largely through M. Partners Fund L.P.; fully meets director stock ownership guideline; prohibited hedging/pledging further strengthens alignment.
- Compensation mix: Balanced cash retainer plus time-based RSUs vesting at next AGM; no performance metrics for director awards—appropriate for NEDs; committee fee policy was reduced to $5,000 for Finance/G&I in 2025 vs $10,000 disclosed at appointment, moderating cash compensation.
- Shareholder support signal: Strong 2025 AGM vote results for his election (131.44M For vs 0.96M Against) and broad approval of Director Compensation Report and Policy, indicating investor confidence in board governance.
- RED FLAGS: None observed—no related-party transactions disclosed, no hedging or pledging permitted, attendance strong at the board level, and compensation structure standard for U.K.-listed NEDs.