Lorraine Bolsinger

About Lorraine A. Bolsinger

Independent director at Sensata Technologies (ST) since 2020; age 65 as of the 2025 proxy . Former long-time General Electric executive and corporate officer, with CEO roles in GE Aviation Systems and GE Distributed Power, and VP for GE’s Corporate Accelerated Leadership Program; B.S. in Biomechanical Engineering from the University of Pennsylvania . Currently serves as Chair of ST’s Compensation Committee and a member of the Nominating & Corporate Governance Committee .

Past Roles

External Roles

Board Governance

• Current committee roles: Compensation Committee Chair and Nominating & Corporate Governance Committee member (2025 slate) . Previously also served on the Finance Committee (2024) .
• Independence: The Board determined all nominees except the CEO are independent; this includes Ms. Bolsinger (January 2025 review) .
• Attendance and engagement: Board held 8 meetings in 2024 (all current directors attended 100% of Board meetings); committees held 27 meetings with all directors attending >80% of applicable meetings . Each current director attended ≥75% of the aggregate Board/committee meetings in 2024 . The Compensation Committee met 4 times in 2024; all members (including Ms. Bolsinger) attended all 4 .
• 2025 AGM election outcome: Votes For 130,327,433; Against 2,045,164; Abstentions 216,233; Broker non-votes 4,081,171 — re-elected for one year .
• Executive sessions: Non-management directors meet in executive sessions; presiding director varies by context .

Fixed Compensation

Policy structure for non-executive directors:

• Annual cash retainer: $100,000; Board Chair receives +$140,000 cash .
• Committee member fees: Audit $10,000; Compensation $9,000; Nominating & Corporate Governance $7,500; Finance and Growth & Innovation $5,000 .
• Committee chair fees: Audit $26,000; Compensation $21,000; Nominating & Corporate Governance $16,000; Finance/G&I $12,500 .
• Other fees: $5,000 per UK meeting; reimbursement for UK/Netherlands tax prep and reasonable out-of-pocket expenses .

2024 director pay (reported in U.S. director compensation table):

UK “Single Figure” presentation (different methodology using 3-month average price) for 2024:

Notes:

• The $175,000 equity retainer is the board’s annual grant value by policy; the UK “Single Figure” uses the period’s 3‑month average price, hence differences from grant value .

Performance Compensation

Directors receive time-based RSUs (not performance-conditioned) vesting 100% at the next AGM (annual grant upon re-election); awards are calculated by dividing the $175,000 target equity value by the share price on grant date, rounded up to whole shares . RSUs for non-executive directors are time-based only under the policy (no performance metrics) .

Key grants:

Other Directorships & Interlocks

• Current public company boards: 0 (as disclosed in the director slate “Other Boards” column) .
• Compensation committee interlocks: None; the proxy reports no compensation committee interlocks in 2024 .
• Private/non-profit/academic roles: WPI Trustee/Audit Chair; Society of Women Engineers member; Lake Sunapee Protective Association board .

Expertise & Qualifications

• Senior executive leadership (nearly 40 years at GE) .
• Operational, industry and technical experience (aviation, power) .
• Environmental sustainability strategies and risk management .
• Executive talent development (led GE’s Corporate Accelerated Leadership Program) .
• Education: B.S. Biomechanical Engineering, University of Pennsylvania .

Equity Ownership

• Beneficial ownership: 14,627 ST shares as of March 30, 2025; <1% of outstanding .
• Directors’ shareholding status (12/31/2024): 14,627 beneficially owned; 100% of ownership guideline achieved; 4,462 unvested RSUs; no vested/unexercised options .
• Ownership guideline: Non-executive directors must hold shares equal to 5x annual cash retainer (currently $500,000); directors must retain 50% of net after-tax shares until the guideline is met .
• Anti-hedging/anti-pledging: Prohibitions apply to all directors (no hedging, no pledging/margin) .

Ownership summary:

Insider Trades (Form 4)

Data source: insider-trades skill (Form 4 parsed output).

Compensation Committee Analysis (governance quality)

• Composition (2024): Chair Lorraine A. Bolsinger; members Daniel L. Black, Constance E. Skidmore, Jugal Vijayvargiya — all independent . 2025 meetings: 4; each member attended all 4 .
• Independent advisor: FW Cook retained since 2015; Compensation Committee annually assesses independence; no conflicts of interest disclosed; services limited to the Committee .
• Interlocks: None reported for 2024 .
• Scope: Oversees executive compensation and incentive plans, director compensation recommendations, human capital and succession, and claw-back policy administration .

Related-Party Transactions and Conflicts

• Policy: Related-person transactions (> $120,000) must be disclosed and approved/ratified by the Audit Committee; directors must recuse where interested .
• Disclosures: The “Certain Relationships and Related Transactions” section does not identify any related-party transactions involving Ms. Bolsinger .

Say-on-Pay and Shareholder Sentiment Indicators

• 2025 Say-on-Pay result: For 124,774,219; Against 7,243,548; Abstentions 571,063; Broker non-votes 4,081,171 — approved .
• 2025 Directors’ Compensation Report (advisory): For 126,677,971; Against 5,250,986; Abstentions 659,873; Broker non-votes 4,081,171 — approved .
• 2025 Directors’ Compensation Policy (binding): For 128,319,258; Against 3,607,500; Abstentions 662,072; Broker non-votes 4,081,171 — approved .

Director Compensation Structure Details (for benchmarking)

Governance Assessment

• Strengths:

  • Independent director with deep operating and ESG/risk credentials from GE; appropriate subject-matter fit for compensation oversight and governance .
  • Chair of a fully independent Compensation Committee using an independent consultant (FW Cook) with no reported conflicts; strong committee attendance .
  • Clear ownership alignment — 100% of guideline achieved; anti-hedging/pledging policy enhances alignment and reduces risk .
  • No related-party transactions or compensation interlocks disclosed; independence reaffirmed in 2025 .
  • Robust shareholder support for her re-election and for compensation proposals at the 2025 AGM .

• Watch items/RED FLAGS:

  • None identified specific to Ms. Bolsinger: no pledging/hedging; no related-party transactions; strong attendance; no interlocks reported .

Overall: Governance profile supports investor confidence — independent oversight, solid attendance, ownership alignment, and strong say-on-pay outcomes, with no apparent conflicts or red flags in disclosures .