Lynne Caljouw - Executive Vice President and Chief Human Resources Officer | Sensata Technologies Holding (ST) Executive Profile & Compensation

About Lynne Caljouw

Lynne J. Caljouw is Executive Vice President and Chief Human Resources Officer at Sensata Technologies (ST), named CHRO in April 2025 after serving as EVP & Chief Administrative Officer since January 2023; she previously served as SVP & CHRO (June 2020–December 2022) and joined Sensata in October 2014 in HR leadership roles. She is 51, holds a B.A. in Psychology (Dickinson College), an M.S. in College Student Development and Counseling (Northeastern University), and an MBA in Global Management (University of Phoenix) . Her long‑term incentives are tied to Relative TSR and ROIC, with 2022 PRSUs vesting at 60% on April 1, 2025 based on below‑median relative adjusted EPS growth and ROIC outcomes, signaling tight linkage to shareholder and capital efficiency performance .

Past Roles

Organization	Role	Years	Strategic Impact
Sensata Technologies	EVP & Chief Human Resources Officer	Appointed April 2025	Leads HR and Communications; oversees enterprise human capital strategy
Sensata Technologies	EVP & Chief Administrative Officer	Jan 2023–Apr 2025	Led HR, Communications, and Legal; expanded enterprise admin scope
Sensata Technologies	SVP & Chief Human Resources Officer	Jun 2020–Dec 2022	Enterprise HR leadership across businesses and functions
Sensata Technologies	VP, Human Resources	2016–2019	Expanded remit to Talent Acquisition, HR Services, Compensation, Benefits, HRIS; HR leadership across Automotive, CTO, HVOR & Control Solutions, plus Finance/HR/IT/Legal
Sensata Technologies	Senior Director, Human Resources	Oct 2014–2016	HR leadership supporting Sensors business

External Roles

Organization	Role	Years	Strategic Impact
Sears Holdings Corporation	HR leadership roles	Not disclosed	Large‑scale HR leadership experience in retail
The Gillette Company	HR leadership roles	Not disclosed	HR leadership experience at global consumer products company

Fixed Compensation

Component	2023	2024	Notes
Base Salary ($)	$517,500	$579,375 (paid); base set at $600,000 as of year‑end	15.9% base increase to align with market competitiveness
Target Annual Incentive (% of base)	100%	100%	Target unchanged YoY
“Bonus” ($)	—	$500,000	One‑time cash bonus paid in connection with CEO transition
Non‑Equity Incentive Plan ($)	$144,900	$300,000	Based on Adjusted Operating Income Margin and Adjusted FCF
Stock Awards ($)	$900,060	$1,928,137	RSUs and PRSUs grant‑date fair value (ASC 718)
All Other Compensation ($)	$21,301	$23,565	See breakdown below
Total ($)	$1,583,761	$3,331,077	2024 includes retention bonus and larger equity grants

All Other Compensation (2024):

Item	Amount ($)
Financial & legal counseling	$7,703
Insurance premium contributions	$1,461
Matching contributions to 401(k)	$13,800
All other payments (service milestones)	$600
Total	$23,565

Base Salary Benchmark:

Named Executive Officer	2023	2024	% Increase
Lynne J. Caljouw	$517,500	$600,000	15.9%

Performance Compensation

Annual Incentive (2024):

Metrics: Adjusted Operating Income Margin (50% weighting) and Adjusted Free Cash Flow (50% weighting); payout formula equals Target Bonus × achievement on each metric × 50% weighting; maximum payout increased to 200% per metric in 2024 .
Target: 100% of base salary (i.e., $600,000 target for 2024) .
Actual payout: $300,000 (payout based on metric achievement; detailed company metric attainment not disclosed) .

2024 LTI Grants (PRSU/RSU):

Grant	Grant Date	Units (#)	Threshold/Target/Max	Grant‑Date Fair Value ($)	Vesting Terms
PRSUs	4/1/2024	15,086 target	2,514 / 15,086 / 20,743	$478,151	3‑yr cliff; annual “banking” vs Relative TSR and ROIC; 3‑yr CAGR modifier possible
RSUs	4/1/2024	12,343	n/a	$450,026	Ratable 1/3 vest on each anniversary for three years
RSUs (Retention)	4/29/2024	27,965	n/a	$1,000,028	Time‑based (terms per award agreement)

2024 PRSU Performance Framework:

Relative TSR: Annual banked units at threshold/target/max: 25th/50th/75th percentile → 50%/100%/up to 150%; 3‑yr CAGR modifier can lift to 150% at 75th percentile .
ROIC Targets: Year 1/2/3 targets of 10%, 11.5%, 12.8%; threshold 8% → 50%, max 12–17.6% → 150% banked per year; straight‑line interpolation between points .
PRSU fair value determined via Monte Carlo; grant FMV per unit $36.46 on 4/1/2024 .

2022 PRSU Outcome (vested Apr 1, 2025 at 60% total):

Measure	2022 Target	2022 Achieved	2022 Banked %	2023 Target	2023 Achieved	2023 Banked %	2024 Target	2024 Achieved	2024 Banked %
Relative Adjusted EPS Growth (percentile)	50th	29th	59%	50th	35th	70%	50th	35th	70%
ROIC	10–15%	9.1%	0.85×	10–15%	9.7%	0.85×	10–15%	10.2%	1.00×

Result: 60% of PRSUs vested; 3‑Year CAGR modifier not applicable (CAGR Rel. Adjusted EPS Growth did not exceed 50th percentile) .

Equity Ownership & Alignment

Ownership and Short‑Term Vesting:

As‑of Date	Direct Ordinary Shares	Options Currently Exercisable	Restricted Securities Vesting Within 60 Days	Indirect Holdings
3/30/2024	11,956	8,579	12,081	—
3/30/2025	23,874	8,579	13,935	—

Outstanding Equity Awards (12/31/2024):

Type	Grant Date	Unvested Units (#)	Market/Payout Value ($)
RSUs	4/1/2022	2,225	$60,965
RSUs	4/1/2023	5,398	$147,905
RSUs	4/1/2024	12,343	$338,198
RSUs	4/29/2024	16,779	$459,745
PRSUs (unearned)	4/1/2022	8,159	$223,557
PRSUs (unearned)	4/1/2023	9,897	$271,178
PRSUs (unearned)	4/1/2024	15,086	$413,356
Options (exercisable)	4/1/2017	3,226 @ $43.67, exp. 4/1/2027	—
Options (exercisable)	4/1/2018	823 @ $51.83, exp. 4/1/2028	—
Options (exercisable)	4/1/2019	4,530 @ $46.93, exp. 4/1/2029	—

Ownership Policy and Restrictions:

Stock Ownership Guidelines: EVP must hold 3x base salary; retain 50% of net after‑tax shares until guideline met; shares counted include direct/indirect and unvested RSUs; options and unbanked PRSUs do not count; all NEOs meet or are on track to meet the requirement within designated timeframes .
Anti‑Hedging/Anti‑Pledging: Prohibitions on short sales, derivatives, margin/pledging, and hedging; strict insider trading controls including 10b5‑1 constraints .
Clawback: NYSE‑compliant policy revised July 2023; mandatory recovery of erroneously awarded compensation (bonus and equity) in event of financial restatement .

Signals on Selling Pressure:

Near‑term vesting within 60 days as of 3/30/2025 totals 13,935 shares, implying potential incremental supply at vest events .
Legacy options have exercise prices ($43.67/$46.93/$51.83) above the 12/31/2024 closing price used in proxy calculations ($27.40), indicating options were out‑of‑the‑money at year‑end, reducing near‑term exercise pressure .

Employment Terms

Employment Agreements: One‑year term, auto‑renewing; provide base salary and annual bonus eligibility; “cause”/“good reason” definitions specified (e.g., material breach, relocation >50 miles, pay reductions >15% unless broadly applied) .
Severance (No CIC): Under Severance and Change in Control Plan, 12 months base salary + 100% of average annual bonus (prior two years) for NEOs; health/dental continuation for 12 months; equity vesting within six months accelerates (12 months for CFO’s 2024 awards) per award terms .
Severance (After CIC): Double‑trigger policy; 24 months base salary + 200% of average annual bonus (prior two years) for NEOs; health/dental for 24 months; unvested equity accelerates if terminated without cause within 24 months post‑CIC or awards not assumed/replaced .
Non‑Compete/Non‑Solicit: Executive agreements contain customary non‑compete and non‑solicit provisions, including triggers upon termination due to change in control .

Potential Payments (Hypothetical termination at 12/31/2024):

Scenario	Base Salary ($)	Bonus ($)	Outstanding Equity ($)	Health & Welfare ($)	Total ($)
Death or Disability	—	—	$1,799,025	—	$1,799,025
Termination Without Cause or Resignation for Good Reason	$600,000	$222,450	$930,970	$24,087	$1,777,506
Termination Without Cause or Resignation for Good Reason After Change in Control	$1,200,000	$444,900	$1,914,904	$48,173	$3,607,977

Compensation Structure Analysis

Mix and Changes: 2024 total comp rose to $3.33M from $1.58M, driven by a $500k transition bonus and higher equity grants ($1.93M vs $0.90M), while base increased 15.9% to $600k, indicating heightened retention focus amid CEO transition and leadership realignment .
Incentive Design Shifts: Annual bonus metrics shifted to Adjusted Operating Income Margin and Adjusted FCF with equal weights and max payout increased to 200%, aligning with investor‑focused profitability and cash generation outcomes .
PRSU Calibration: 2024 PRSUs continue three‑year performance cycles with annual banking against peer‑relative TSR and internal ROIC targets, preserving pay‑for‑performance rigor; 2022 PRSU vesting at 60% reflects stricter performance hurdles and below‑median EPS relative performance .
Governance Safeguards: Robust anti‑hedging/pledging and mandatory clawback reduce misalignment and compensation risk; explicit ban on option repricing without shareholder approval .

Compensation Peer Group (Benchmarking)

The Compensation Committee’s 2024 peer group (reviewed by FW Cook) included AMETEK, BorgWarner, Curtiss‑Wright, Dover, Flowserve, Fortive, Generac, Gentex, Hubbell, ITT, Keysight, Littelfuse, Moog, Regal, Rockwell Automation, Roper, Skyworks, Teledyne, Teradyne, Trimble, Vertiv, Visteon, Woodward; used for context in setting base, short‑term incentive target, and LTI levels .

Investment Implications

Retention and alignment: The 2024 transition bonus and added RSU grants (including April 29 retention RSUs) indicate deliberate retention emphasis; stringent ownership guidelines (3x salary) with 50% net share retention and anti‑pledging/hedging policies strengthen alignment .
Selling pressure: Near‑term vesting of 13,935 shares within 60 days of 3/30/2025 could create incremental supply; however, legacy options are OTM vs $27.40 at 12/31/2024, reducing exercise‑driven selling risk .
Performance linkage: PRSUs tied to Relative TSR and ROIC preserve pay‑for‑performance; 2022 outcome (60% vesting) underscores sensitivity to relative earnings growth and capital returns, with future payouts contingent on multi‑year improvements .
Downside safeguards: Double‑trigger CIC equity acceleration and defined severance economics provide clarity; clawback and repricing bans mitigate governance red flags, lowering headline compensation risk .