Phillip Eyler
Sensata Technologies HoldingAbout Phillip M. Eyler
Phillip Eyler is an independent director of Sensata Technologies Holding plc (ST), age 54, serving since 2024. He sits on the Nominating & Corporate Governance and the Growth & Innovation Committees, bringing extensive automotive, connected technologies, and manufacturing expertise; he holds a B.S. in Mechanical Engineering from Purdue and an MBA from Duke’s Fuqua School of Business . The Board determined in January 2025 that all nominees other than the CEO are independent under NYSE rules, which includes Mr. Eyler; the Board held 8 meetings in 2024 with all current directors attending 100% and committee attendance exceeding 80% collectively .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gentherm Incorporated | President & CEO | 2017–2024 | Led automotive thermal systems; global operations management |
| Harman International (Samsung) | President, Connected Car Division | 2015–2017 | Oversaw connected car; strategy and product development |
| Harman International | SVP & GM, Global Automotive Audio | 2011–2015 | Global automotive audio leadership |
External Roles
| Organization | Position | Tenure | Notes |
|---|---|---|---|
| Sleep Number Corporation | Director; Chairman (effective May 2025) | Director since 2022 | Elevation to Chairman signals governance leadership; time-commitment monitored by ST board policy |
| Gentherm Incorporated | Director | 2017–2024 | Service concurrent with CEO role; ended 2024 |
Board Governance
- Committee memberships: Nominating & Corporate Governance; Growth & Innovation; not a committee chair .
- Committee meeting cadence in 2024: Nominating & Corporate Governance (4), Growth & Innovation (4) .
- Independence: Board affirmed independence of all nominees except CEO; committees are fully independent .
- Attendance: Board met 8 times in 2024; all current directors attended 100%; committees held 27 meetings with all directors attending >80% of applicable meetings; each director attended >75% of meetings served .
- Governance practices: Independent Chair; executive sessions without management; robust risk oversight across committees and enterprise .
Fixed Compensation
| Component | Policy/Detail | Amount/Date |
|---|---|---|
| Annual cash retainer | Non-executive directors: $100,000; committee member fees: Audit $10,000; Compensation $9,000; Nominating & Corporate Governance $7,500; Growth & Innovation $5,000; Finance $5,000; UK meeting attendance fee $5,000; Chair premiums vary by committee | Policy as of 2025; applied in 2024 |
| 2024 cash fees (Eyler) | Pro-rated after July 2024 appointment | $56,042 (FY2024) |
| 2024 RSU grant (Eyler) | Initial pro-rated RSU grant upon appointment | 4,294 RSUs on Jul 1, 2024; face value $160,424; vests 100% at 2025 AGM |
| 2024 director RSU valuation (UK single-figure) | Alternative disclosure valuation basis | RSU award $139,426 for 2024 under UK methodology |
Performance Compensation
| Element | Plan Type | Performance Metrics | Vesting |
|---|---|---|---|
| Director equity | RSUs only | None (time-based; no PSUs/options for non-executive directors disclosed) | 100% on the date of the following AGM (or pro-rated grant vest date) |
Non-executive director compensation at ST is not tied to performance metrics; variable pay for directors is time-based RSUs intended to align with shareholders via ownership requirements .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Sleep Number Corporation | Current Director; Chairman (May 2025) | None disclosed with ST | Board monitors time commitments; conflicts screened by Governance Committee |
| Gentherm Incorporated | Prior Director (2017–2024) | None disclosed with ST | Independence review considered ordinary-course transactions; all below materiality thresholds |
- Related-person transactions and conflicts: ST’s Audit Committee must approve any Item 404 related-person transaction; directors must recuse; no related-person transactions requiring disclosure are identified for Eyler in the proxy .
Expertise & Qualifications
- Automotive and connected technologies expertise; manufacturing operations leadership; international strategy; human capital management .
- Committee-relevant skills: governance oversight (Nominating & Corporate Governance), technology/innovation oversight (Growth & Innovation) .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficially owned ordinary shares | 0 (<1%) | Mar 30, 2025 | No direct or indirect holdings counted under SEC rules within 60 days; <1% of outstanding |
| Unvested RSUs | 4,294 | Dec 31, 2024 | From initial director grant; unvested RSUs count toward ownership guideline |
| Ownership guideline requirement | $500,000 (5x annual cash retainer) | Policy current | 5-year window to comply; retain 50% of net shares until guideline met |
| Guideline status | 25% achieved | Dec 31, 2024 | In transition period; compliance deadline July 1, 2029 |
| Hedging/pledging | Prohibited | Policy current | No short sales, options, margin, pledging, or hedging allowed |
Governance Assessment
- Positive signals: Independent status; active roles on governance and innovation committees; strong board governance framework with independent Chair, executive sessions, and robust committee oversight; director ownership policy with mandatory retention; prohibition of hedging/pledging .
- Alignment and incentives: Director compensation balanced between fixed cash and time-based equity; RSU vesting aligns with AGM cycle; ownership guideline and 50% net-share retention requirement promote long-term alignment .
- Risks/Red flags to monitor: Low direct beneficial ownership as of Mar 30, 2025 and partial progress (25%) toward ownership guideline due to recent appointment; ensure continued progress toward $500,000 requirement by July 1, 2029 . Emerging time-commitment risk as Sleep Number Chairman beginning May 2025, though ST board restricts and reviews outside board seats for conflicts and capacity . No related-party transactions disclosed for Eyler; Audit Committee policy mitigates conflict risk .