Abhijit Talwalkar
TE ConnectivityAbout Abhijit Y. Talwalkar
Independent director since 2017 (age 60), Chair of the Management Development & Compensation Committee (MDCC). Former President & CEO of LSI Corporation (May 2005–May 2014), with prior senior leadership at Intel (1993–2005); holds a B.S. in Electrical Engineering from Oregon State University. Currently serves as Chair of Lam Research and iRhythm Technologies, and as a director at Advanced Micro Devices (AMD) . The Board has determined he is independent under NYSE and TE governance standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSI Corporation | President & CEO | May 2005–May 2014 | Led silicon, systems, software for storage/networking; M&A and operations experience |
| Intel Corporation | Corporate VP; Co-GM Digital Enterprise Group; VP & GM Enterprise Platform Group | 1993–2005 | Drove enterprise computing strategies across client/server/storage/communications |
| Sequent Computer Systems | Senior engineering/marketing roles | Undisclosed | Multiprocessing systems; later part of IBM |
| Bipolar Integrated Technology | Senior engineering/marketing roles | Undisclosed | VLSI bipolar semiconductors |
| Lattice Semiconductor | Senior engineering/marketing roles | Undisclosed | Programmable design solutions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lam Research Corporation | Chair | Current | Board leadership |
| iRhythm Technologies, Inc. | Chair | Current | Board leadership |
| Advanced Micro Devices, Inc. (AMD) | Director | Current | Semiconductor industry oversight |
Board Governance
- Committee assignments: MDCC Chair; not listed on other TE committees .
- Independence: Board determined Talwalkar meets TE/NYSE independence standards .
- Attendance: Board held 8 meetings in FY2024; all incumbent directors attended >75% of Board and committee meetings; all directors then serving attended the 2024 AGM .
- Executive sessions: Non‑management directors met 4 times in FY2024 .
- MDCC activity: 6 meetings in FY2024; responsibilities include CEO succession, executive pay policy, incentive plans, clawback enforcement, human capital oversight; MDCC members are independent .
- Compensation governance infrastructure: Independent consultant (Pay Governance), robust clawback policy, stock ownership requirements, and insider trading policy (no hedging/pledging) .
- Say‑on‑pay: 93% approval in FY2024, indicating strong shareholder support .
- Related party transactions: None requiring disclosure in FY2024 .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 100,000 | Standard for non‑employee directors |
| MDCC Chair Fee | 25,000 | Chair premium |
| Total Cash Fees Earned | 125,000 | Per director compensation table |
| All Other Compensation | 10,000 | Company charitable matching program |
| Total Equity Grant Fair Value | 206,638 | 1,525 shares granted at $135.50 on 12/12/2023 |
| Total FY2024 Director Compensation | 341,638 | Sum of cash, equity, other |
Performance Compensation
Director equity awards are annual share grants (not options/PSUs). TE’s MDCC, chaired by Talwalkar, oversees the Company’s executive incentive design and performance metrics:
| FY2024 Executive Annual Incentive Metrics (Corporate/Segments) | Weight | Description |
|---|---|---|
| Earnings Per Share (Adjusted) | 20% | Tied to annual plan and adjustments policy |
| Revenue (Adjusted) | 30% | Corporate/segment measures with FX and scope adjustments |
| Operating Income (Adjusted) | 30% | Includes quality‑of‑earnings modifier |
| Key Performance Indicator (KPI) | 20% | Revenue‑weighted segment/business unit KPIs |
Additional governance features: payout caps, two performance intervals with single-year payout, structured non‑GAAP adjustments reviewed annually by MDCC .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | AMD; iRhythm (Chair); Lam Research (Chair) |
| TE MDCC interlocks | None involving TE executive officers per disclosure |
| Related-party exposure | No related person transactions disclosed for FY2024 |
| Time‑commitment limits | NGCC annually reviews director commitments; policy caps at ≤5 public boards; committee affirms compliance |
Expertise & Qualifications
- Former public company CEO; semiconductor industry leadership; marketing, M&A, and operations experience .
- Service on U.S. Semiconductor Industry Association board and World Semiconductor Council delegation .
- Technical foundation in EE; broad technology market perspective (storage, networking, enterprise computing) .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Beneficially owned TE shares (as of Jan 13, 2025) | 10,040 |
| Shares outstanding (as of Jan 13, 2025) | 298,472,685 |
| Ownership as % of outstanding | ~0.003% (10,040 / 298,472,685) |
| Director ownership guideline | ≥5× annual cash retainer ($500,000 based on $100,000 retainer) |
| Guideline compliance status | All current directors met (Clamadieu and Lin on‑track) |
| Hedging/pledging policy | Prohibited for directors and officers |
Governance Assessment
- Strong governance role: MDCC Chair overseeing CEO succession, pay policies, clawbacks, and human capital; independent committee with six meetings in FY2024 .
- Independence and engagement: Independent director; >75% attendance; participates in executive sessions .
- Shareholder alignment: Director ownership guideline met; high say‑on‑pay approval (93%); annual director equity grants; prohibition on hedging/pledging reinforces alignment .
- Controls and policies: Robust clawback policy, structured non‑GAAP adjustments, insider trading controls; independent compensation consultant and defined peer practices .
- Conflicts risk: Multiple external board chairs (Lam Research; iRhythm) and AMD directorship increase time demands, but TE’s NGCC enforces time‑commitment limits and no related‑party transactions were disclosed for FY2024 .
RED FLAGS: None disclosed in FY2024 related‑party transactions; no hedging/pledging permitted; MDCC interlocks not implicated; attendance thresholds met .