Jugal Vijayvargiya

About Jugal Vijayvargiya

Independent director at Sensata Technologies (ST) since 2023; age 57; serves on the Audit and Compensation Committees . Electrical engineering background (BS and MS, Ohio State University) with ~30 years in industrial technology, including Delphi Automotive executive committee roles and CEO of Materion Corporation since 2017 . Board independence affirmed in 2025 (11 of 12 nominees independent; Audit and Compensation fully independent) . 2024 board activity: 8 meetings; all current directors attended 100% of board meetings and >80% of committee meetings .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (member) and Compensation (member) .
• Independence: Affirmatively determined independent under NYSE and ST guidelines in 2025; all three key committees fully independent .
• Attendance: 2024 board held 8 meetings; all current directors attended 100% of board meetings and >80% of committee meetings; policy requires >75%—met/exceeded .
• Executive sessions: Non-management directors meet periodically without management; chaired by the independent Board Chair or committee chair .
• Risk oversight: Audit Committee oversees financial reporting, internal controls, cybersecurity, compliance, and related-person transactions; Compensation Committee oversees executive pay, talent/succession, plans, disclosures, and clawback .
• Related-party transactions control: Audit Committee approves/ratifies any related-person transactions ≥$120k; directors recuse if conflicted . Board reviewed ordinary-course transactions with companies where directors/officers are affiliated; all were below the greater of $1M or 2% of counterparty revenue and deemed immaterial to independence .

Fixed Compensation

• Director pay structure (policy): $100,000 annual cash retainer; RSU grant $175,000 market value upon re-election (vests 100% at next AGM); committee member fees: Audit $10,000; Compensation $9,000; UK meeting attendance fee $5,000; Committee chair additional retainers (Audit $26,000; Compensation $21,000) .
• 2024 actuals for Vijayvargiya:
  • Cash fees: $123,167; Stock awards (grant-date fair value): $175,000; Total: $298,166 .
  • UK Appendix A disclosure (face-value method): Fees $123,167; Benefits $13,130; RSU award $144,881; Total $281,177 .

Performance Compensation

• Non-executive directors receive time-based RSUs (no performance metrics) . As a Compensation Committee member, Vijayvargiya oversees executive pay metrics; 2024 program emphasized Adjusted Operating Income Margin and Adjusted Free Cash Flow, plus PRSUs tied to Relative TSR and ROIC .

Other Directorships & Interlocks

• Current public company board: Materion Corporation (Director since 2017) . ST’s independence review considered ordinary-course transactions with affiliated companies and found amounts below $1M or 2% revenue thresholds; Audit, Compensation, and Nominating & Governance remain fully independent .
• Compensation Committee interlocks: None in 2024; no ST executive served on another company’s comp committee, and no ST comp committee member was an officer/employee of ST .

Expertise & Qualifications

• Industrial technology and automotive/transportation sector expertise; electrification strategy experience and strategic relationships; senior leadership across engineering, product, M&A integration .
• Education: BS and MS in Electrical Engineering, Ohio State University .

Equity Ownership

• Stock ownership guidelines for directors: hold 5× annual cash retainer ($500,000) within 5 years; must retain 50% of net shares until guideline met; hedging/pledging prohibited .
• Compliance status: As of 12/31/2024, Vijayvargiya had achieved 44% of guideline and has until June 22, 2028 to comply .
• Beneficial ownership: 3,036 shares; less than 1% of outstanding shares . 2024 RSU grant: 4,462 units (annual director grant) .

Governance Assessment

• Strengths:

  • Independent director on two key oversight committees (Audit; Compensation) .
  • Strong attendance and engaged board processes; independent chair; regular executive sessions .
  • Pay oversight includes performance-weighted NEO plans (AFCF, AOI Margin) and long-term PRSUs aligned to ROIC and relative TSR; robust clawback in place; anti-hedging/pledging policy .
  • Use of an independent compensation consultant (FW Cook); independence reaffirmed; 2024 fees $318,146; 2023 $176,953 .
  • Say-on-pay support high: 96.8% in 2024 (Annual Meeting), 97.6% in 2023 .

• Potential watch items:

  • Ownership guideline not yet met (44% as of 12/31/2024) but within permitted transition period to 2028 .
  • External CEO role at Materion implies potential for ordinary-course transactions; Board’s 2025 independence review deemed any such amounts immaterial (<$1M or <2% revenue) .

Overall, Vijayvargiya’s committee roles, industrial-electrification expertise, and independence support board effectiveness. Ownership alignment is progressing and subject to a defined timeline; no related-party or interlock red flags disclosed by ST’s policies and independence review .