Stephen Zide
Sensata Technologies HoldingAbout Stephen M. Zide
Independent director of Sensata Technologies Holding plc (ST), age 65, serving since 2010; currently Chair of the Finance Committee. Background includes senior roles at Bain Capital (Managing Director; Senior Advisor), Pacific Equity Partners (Managing Director), and founding partner of Kirkland & Ellis’s New York office. Education: BA (University of Rochester), JD (Boston University School of Law), MBA (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital | Managing Director; Senior Advisor | 2001–2017 (MD 2001–2015; SA 2015–2017) | Extensive M&A, capital markets, governance expertise applied to ST’s Finance Committee leadership |
| Pacific Equity Partners | Managing Director | 1998–2000 | Private equity investment leadership |
| Kirkland & Ellis LLP (NY office) | Partner; founding member | 1990–1995 | Legal advisory specializing in PE/VC transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trinseo S.A. | Director | 2010–2020 | Past public company board; not currently serving |
| HD Supply Holdings, Inc. | Director | 2007–2014 | Past public company board |
| Innophos Holdings, Inc. | Director | 2004–2013 | Past public company board |
Board Governance
- Committee assignments: Finance Committee Chair (independent); not listed as member of Audit, Compensation, Growth & Innovation, or Nominating & Corporate Governance .
- Independence: Board determined Zide is independent under NYSE rules and company guidelines; 11 of 12 nominees independent in 2025 .
- Attendance: Board held 8 meetings in 2024; “all current directors attending 100% of Board meetings” and committees held 27 meetings in 2024 with all directors attending >80% of applicable collective meetings; each director attended ≥75% of meetings of boards/committees on which they served .
- Finance Committee remit (Zide as Chair): Oversees strategic transactions (M&A, divestitures), debt/equity financings, capital structure (dividends, buybacks), and ongoing financial strategies; met 6 times in 2024 .
- Director share ownership guidelines: 5× annual cash retainer ($500,000), 5-year compliance window; retention of 50% net after-tax shares until met .
- Trading policy: Directors prohibited from hedging or pledging company stock; standing orders limited; robust insider trading policy .
- Compensation committee interlocks: None reported for 2024 (reduces interlock/conflict risk) .
Fixed Compensation
| Component | Policy Detail | 2024 – Zide Amount |
|---|---|---|
| Annual cash retainer | $100,000 for non-exec directors [policy] | Included in fees |
| Committee member fees | Audit $10,000; Compensation $9,000; Nominating $7,500; Finance/Growth & Innovation $5,000 [policy] | As applicable to assignments |
| Committee chair fees | Audit $26,000; Compensation $21,000; Nominating $16,000; Finance/G&I $12,500 [policy] | Finance Chair fee applies |
| UK meeting fee | $5,000 per meeting held in UK [policy] | As applicable |
| Tax/expenses | Reimbursement for UK/NL tax prep and reasonable expenses [policy] | Benefits $4,779 (UK “single figure” table) |
| Fees earned (cash) | — | $117,500 |
| Stock awards (RSUs) – US GAAP | Annual RSU grant on re-election; 100% vest at next AGM | $175,000 (ASC 718 grant-date fair value) |
| Stock awards (RSUs) – UK “single figure” | Valued at 3‑month FY closing price basis | $144,881 |
| Total (US table) | Fees + stock awards | $292,500 |
| Total (UK “single figure”) | Fixed + variable | $267,160 |
Notes:
- In 2024, directors elected at the AGM received 4,462 RSUs (grant on June 11, 2024), vesting 100% at the 2025 AGM .
- The US proxy table reports ASC 718 grant-date fair value; the UK single-figure table reports valuation using period-end methodology, hence differences .
Performance Compensation
- Structure: Director RSUs are time-based; no director performance-linked equity or cash metrics disclosed (e.g., no TSR/ROIC conditions for directors). RSUs vest 100% at next AGM contingent on continued service .
- Director performance metrics table: Not applicable; no director-specific performance targets tied to compensation were disclosed .
| RSU Grant Detail (Director) | 2024 |
|---|---|
| Grant date | June 11, 2024 |
| Number of RSUs | 4,462 |
| Vesting | 100% at 2025 AGM (continued service) |
| US ASC 718 fair value | $175,000 |
| UK single-figure value | $144,881 |
Other Directorships & Interlocks
- Current public company boards: 0 (per 2025 nominee summary) .
- Prior public boards: Trinseo S.A.; HD Supply; Innophos. No active shared directorships with ST competitors/suppliers/customers disclosed; Compensation Committee also reports no interlocks for 2024 .
Expertise & Qualifications
- M&A, strategy, international business, capital markets, and human capital management expertise from private equity and legal advisory career .
- Education: BA (University of Rochester), JD (Boston University), MBA (Harvard) .
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Mar 30, 2025 |
|---|---|---|
| Beneficially owned shares | 29,841 | 36,881; <1% of outstanding shares |
| Vested but unexercised options | 7,040 | 7,040 |
| Unvested RSUs | 4,462 | Disaggregation table shows no RSUs vesting within 60 days counted in beneficial ownership; RSUs outstanding per director stock ownership table |
| Ownership guideline status | 100% achieved (meets 5× retainer) | |
| Anti-hedging/pledging | Prohibited by policy | |
| Shares pledged as collateral | None permitted under policy |
Insider activity:
- Option exercises table for 2024 lists only Martha N. Sullivan; no Zide option exercises disclosed in 2024 .
Governance Assessment
- Board effectiveness: Zide’s long tenure (since 2010) and role as Finance Committee Chair align with oversight of capital structure, transactions, and deployment. 2024 attendance metrics indicate strong engagement (Board 100% attendance for current directors; committees >80% collectively; all directors ≥75%)—supportive of effective oversight .
- Alignment: Meets director ownership guideline (≥$500k), RSU retention policy, and anti-hedging/pledging constraints—positive alignment with shareholder interests .
- Independence & conflicts: Independence affirmed; related-party transactions require Audit Committee approval under formal policy; no related-party transactions involving Zide were disclosed—low observed conflict exposure from filings .
- Shareholder sentiment: Strong support for governance and pay items at the 2025 AGM:
- Zide re-elected: For 131,456,833; Against 950,142; Abstentions 181,855; broker non-votes 4,081,171 .
- Say-on-pay (NEO compensation): For 124,774,219; Against 7,243,548; Abstentions 571,063; broker non-votes 4,081,171 .
- Directors’ Compensation Report: For 126,677,971; Against 5,250,986; Abstentions 659,873; broker non-votes 4,081,171 .
- Directors’ Compensation Policy: For 128,319,258; Against 3,607,500; Abstentions 662,072; broker non-votes 4,081,171 .
- RED FLAGS: None disclosed in filings regarding pledging/hedging, related-party transactions, tax gross-ups for directors, or director-level legal proceedings. Continue monitoring for potential transactions involving prior affiliations (e.g., Bain Capital) per policy; Board independence reviews indicated any such transactions were immaterial and below thresholds .