Steven Sonnenberg

About Steven A. Sonnenberg

Independent director at Sensata Technologies Holding plc (ST) since 2020; age 72 as of April 29, 2025. Serves on the Audit Committee (qualifies as an audit committee financial expert) and the Growth & Innovation Committee. Education: Bachelor of Engineering, Georgia Institute of Technology; MBA, University of Virginia. Career includes senior leadership roles at Emerson Electric’s Automation/Process businesses across global operations, product development, and strategy.

Past Roles

External Roles

• As of April 29, 2025, ST’s proxy indicates Sonnenberg serves on zero other public company boards currently (reflecting changes since 2024) .

Board Governance

• Committee assignments: Audit (Member); Growth & Innovation (Member). No chair roles.
• Audit Committee independence and expertise: All members independent; Sonnenberg qualifies as a “financial expert.” Meetings held in FY 2024: 9. Responsibilities include external auditor oversight, financial reporting, internal controls/cybersecurity oversight, and related-person transactions review.
• Board attendance and engagement: Board held 8 meetings in 2024; all current directors attended 100% of Board meetings. Committees held 27 meetings; all directors attended >80% of applicable collective meetings. Each current director attended >75% of the aggregate Board/committee meetings on which they served.

Fixed Compensation

• Policy reference: Non‑executive director annual cash retainer = $100,000; committee member fees: Audit $10,000; Growth & Innovation $5,000; UK meeting attendance fee = $5,000. Committee chair fees not applicable to Sonnenberg.

Performance Compensation

RSU grant details (2024 cycle):

• Grant date and shares: On June 11, 2024, non‑executive directors elected at the AGM received 4,462 RSUs (rounded to full shares) under the 2021 Equity Incentive Plan.
• Vesting: 100% on the date of the next Annual General Meeting (scheduled June 10, 2025) based on continued service; directors must retain 50% of net after‑tax shares until ownership guidelines are met.
• Compensation governance: Clawback policy oversight by the Compensation Committee; prohibition on hedging and pledging for all directors.

Other Directorships & Interlocks

• Historical public boards: Steel Dynamics and Tennant Company (see External Roles). No specific related‑party transactions tied to these roles are described in Sonnenberg’s director disclosures; Audit Committee reviews any related‑person transactions.

Expertise & Qualifications

• Financial reporting and oversight: Audit committee financial expert; extensive NYSE financial literacy.
• Industrial/technology leadership: 30+ years at Emerson in automation/process management with global operations, strategy, M&A and IoT/sensing product development experience.
• Governance: Experience on compensation, audit, executive and governance committees across public boards.

Equity Ownership

• Policy restrictions: Directors may not hedge or pledge company stock.
• Retention requirement: Must retain 50% of net after‑tax shares until guideline met.

Governance Assessment

• Independence and audit rigor: Sonnenberg is an independent director and Audit Committee financial expert on a fully independent committee, supporting robust oversight of financial reporting, internal controls, cybersecurity and related‑party transaction reviews.
• Attendance and engagement: Strong engagement with 100% Board meeting attendance in 2024 among current directors and high committee attendance rates; Sonnenberg met the >75% aggregate participation threshold.
• Compensation alignment: Director pay leans to equity retainer via time‑based RSUs that vest at the next AGM (no performance metrics), combined with modest cash retainers and committee fees; governance policies include clawbacks and ban on hedging/pledging.
• Ownership alignment: Achieved director ownership guideline with 14,514 shares and 4,462 unvested RSUs as of YE 2024; guideline equals $500,000 in share value, reinforcing “skin‑in‑the‑game.”
• External commitments and potential interlocks: As of April 29, 2025, proxy lists zero current public company boards for Sonnenberg, reducing external interlock risk relative to prior year; historical roles at Steel Dynamics and Tennant reflect relevant industrial governance experience.

RED FLAGS: None indicated for hedging/pledging (prohibited), attendance (meets thresholds), or option repricing; continue monitoring related‑party transaction disclosures and director stock pledge compliance (policy prohibits) in future proxies.