Martha Sullivan

About Martha N. Sullivan

Martha N. Sullivan, age 68, is an independent director of Sensata Technologies Holding plc (ST), serving on the Board since 2013. She was ST’s CEO (2013–2020) and Interim President & CEO (April–December 2024), and holds a B.S. in Mechanical Engineering from Michigan Technological University and an Honorary Doctorate in Philosophy from the same institution . The Board’s January 2025 independence review affirmed Sullivan as independent (all nominees except the CEO were independent), following her non-independent status during her 2024 interim executive service .

Past Roles

External Roles

Board Governance

• Committee assignments (current): Finance and Growth & Innovation; she resigned committee roles while Interim CEO (Apr 30–Dec 31, 2024) and rejoined as member effective Feb 1, 2025 .
• Historical chair role: Growth & Innovation Committee Chair in 2023; as Interim CEO in 2024 she was not independent for committee purposes .
• Independence status: Non-independent during Interim CEO service in 2024; independent again in 2025 (11 of 12 nominees independent) .
• 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 .
• Governance practices: Independent Chair; regular executive sessions; robust risk oversight across five committees .

Fixed Compensation

• Structure: Annual cash retainer $100,000; committee member fees (Audit $10k; Compensation $9k; Nominating & Corporate Governance $7.5k; Finance & Growth & Innovation $5k); committee chair fees (Audit $26k; Comp $21k; NCG $16k; Finance/G&I $12.5k); UK meeting fee $5k; reimbursement of tax advisory and reasonable expenses .
• Martha Sullivan actual director compensation (cash and stock awards):

Performance Compensation

• Director equity retainer: Annual RSUs with market value $175,000 granted upon re-election; 4,462 RSUs awarded June 11, 2024 to each non-executive director elected (100% vest at next AGM). Sullivan did not receive an annual RSU grant in 2024 due to serving as Interim CEO .
• Interim CEO compensation for Sullivan (May–Dec 2024): Base salary $1,050,000; target annual bonus 135% of base; equity grant $6,000,000 vesting monthly over 12 months during service; no severance eligibility; board compensation suspended during interim service .
• 2024 annual incentive bonus metrics (company-wide for NEOs; Sullivan paid per offer terms):

• Clawback, hedging/pledging: NYSE-compliant clawback policy revised July 2023; prohibition on hedging and pledging for directors and employees .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no ST executive served on others’ comp committees or boards that interlock with ST’s Compensation Committee in 2024/2023 .
• Independence review considered ordinary course transactions with director-affiliated entities below the greater of $1 million or 2% of counterparty revenue; Sullivan deemed independent for 2025 board service .

Expertise & Qualifications

• Strategic leadership, finance, M&A, operations, talent management; extensive sensor/industrial technology domain knowledge and major customer relationships .
• Board-level financial oversight and audit experience (Avery Dennison Audit Chair, 2013–2024) .
• Electrification and industrial transformation insight aligning with ST’s growth strategy .

Equity Ownership

• Stock ownership guidelines: Non-executive directors must hold 5x the annual cash retainer ($500,000), with retention of 50% of net vested shares until compliance; Sullivan in compliance as of Dec 31, 2024 .
• Anti-hedging/anti-pledging: Prohibited for directors (no pledging; no margin accounts) .
• Beneficial ownership and breakdown:

• Option exercises and stock vesting:

Governance Assessment

• Strengths:

  • Significant operating and strategic experience aligned with ST’s electrification and sensors franchise; enhances Growth & Innovation and Finance committee oversight .
  • Demonstrated attendance and engagement (100% board meeting attendance in 2024) supporting board effectiveness; robust independence and governance practices (independent Chair, executive sessions, ERM oversight) .
  • Strong ownership alignment: compliance with director stock ownership guidelines; no hedging/pledging; meaningful historical equity exposure and ongoing exercises/vesting .
  • Compensation governance: FW Cook retained as independent consultant; no interlocks or consultant conflicts disclosed; market-median philosophy for cash pay .

• Considerations and potential red flags:

  • Temporary loss of independence (May–Dec 2024) due to Interim CEO role; appropriately mitigated by resigning committee chair/member roles during service, with independence restored in 2025 .
  • Related-party exposure: Board reviews found ordinary course transactions with director-affiliated entities below NYSE/Company thresholds; Audit Committee oversight via related-person transaction policy (no specific related-person transactions disclosed) .

• Shareholder signals:

  • Say-on-Pay approval remained strong (96.8% in 2024; 97.6% in 2023), and 2025 advisory vote approved; Director Compensation Report and Policy approved in 2025—supportive of governance and pay practices .

Say-on-Pay & Shareholder Feedback

Compensation Committee Analysis

• Committee members: Lorraine Bolsinger (Chair), Daniel Black, Constance Skidmore, Jugal Vijayvargiya; 100% independent; engaged FW Cook as independent consultant .
• Consultant independence and fees: FW Cook independence confirmed; $176,953 paid for services in FY 2023 .
• Benchmarking: Uses defined peer groups; targets market-median for cash salaries; long-term incentives balanced between PRSUs (Relative TSR and ROIC) and RSUs .

Related-Party Transactions & Conflicts Policy

• Formal Related-Person Transactions Policy requiring Audit Committee review and approval; directors recuse from votes where they have an interest .
• Independence review found any director-affiliated ordinary course transactions below materiality thresholds (greater of $1 million or 2% of counterparty revenue), supporting independence determinations .

Committee Assignments, Chair Roles, Independence, Attendance

Director Stock Ownership Guidelines & Compliance

• Guideline: 5x annual cash retainer ($500,000); retain 50% net shares until met .
• Sullivan: 100% guideline achieved as of Dec 31, 2024; substantial vested-but-unexercised options indicate continued alignment .
• Anti-hedging/pledging and clawback policies strengthen alignment and accountability .

Insider Trades and Positions (Director)

Governance Implications

• Board effectiveness enhanced by Sullivan’s operational depth and electrification expertise, now balanced with restored independence and appropriate committee roles .
• Compensation and ownership structures (no hedging/pledging; ownership guideline compliance; clawback) support investor alignment and confidence .
• Strong shareholder support on Say-on-Pay and director compensation proposals suggests endorsement of governance and pay practices through 2025 .