John Davidson

About Carol A. (“John”) Davidson

Independent Chairman of the Board of TE Connectivity plc since March 2024; age 69; director since 2016. A Certified Public Accountant with prior senior finance roles at Tyco International (SVP, Controller & CAO), Dell (VP Audit, Risk & Compliance; VP Corporate Controller), and Eastman Kodak. Current outside directorships include FMC Corporation and International Flavors & Fragrances Inc. He holds a B.S. in Accounting (St. John Fisher University) and an MBA (University of Rochester). He is designated an Audit Committee Financial Expert and serves on TE’s Audit Committee and Joint Committee on Cybersecurity .

Past Roles

Organization	Role	Tenure	Committees/Impact
Tyco International Ltd.	Senior Vice President, Controller & Chief Accounting Officer	2004–2012	Built/led global finance teams; governance/controls implementation
Dell Inc.	VP, Audit, Risk & Compliance; VP, Corporate Controller	1997–2004	Enterprise risk, audit, reporting leadership
Eastman Kodak Company	Accounting & financial leadership roles	1981–1997	Financial management, reporting
Financial Industry Regulatory Authority (FINRA)	Board of Governors	2013–2018	Oversight of securities industry regulator
Financial Accounting Foundation (FAF)	Board of Trustees	Through Dec 2015	Oversight of US accounting standards-setting

External Roles

Organization	Role	Status	Notes
FMC Corporation	Director	Current	Public company board service
International Flavors & Fragrances Inc.	Director	Current	Public company board service
Allergan plc	Director	Prior 5 years	Former public company board
Legg Mason, Inc.	Director	Prior 5 years	Former public company board

Board Governance

Attribute	Detail
TE Board Role	Chairman of the Board (since March 2024)
Independence	Independent (Board determined 10 of 12 nominees independent)
Committee Assignments	Audit Committee (Financial Expert); Joint Committee on Cybersecurity
Meeting Attendance	All incumbent directors attended >75% of Board and committee meetings in FY2024; all 11 then‑serving directors attended the 2024 AGM; non‑management directors met in executive session 4 times, presided over by Mr. Davidson
Committee Meetings FY2024	Audit: 9; MDCC: 6; NGCC: 4; Joint Cybersecurity: 2
Retirement/Time Commitment Policy	Board retirement age 72 (waivable); annual review of director time commitments and compliance with limits (no more than five public company boards)

Fixed Compensation (Director)

Component	TE Fee Structure (effective Oct 2023)	Notes
Annual Cash Retainer	$100,000	Applies to non‑employee directors
Equity (Annual)	$200,000	Granted as shares
Non‑Executive Chairman	$185,000 (additional)	Chairman fee
Audit Committee Member	$15,000 (additional)	Member fee
Audit Committee Chair	$30,000 (additional)	Chair fee
NGCC Chair	$25,000 (additional)	Chair fee
MDCC Chair	$25,000 (additional)	Chair fee
Matching Gifts	Up to $10,000/year	Company charitable matching policy

Davidson – FY2024 Compensation	Amount ($)
Fees Earned or Paid in Cash	245,833
Stock Awards	206,638
All Other Compensation (matching gifts/education)	11,308
Total	463,779

Notes: In FY2024, each non‑employee director received a grant of 1,525 TE shares on Dec 12, 2023 (grant date fair value $135.50 per share; number of shares based on 20‑day average price of $131.10) . Committee chair cash retainers were increased in FY2024 .

Performance Compensation (Director)

Element	Structure	Metrics	Vesting/Terms
Annual Equity Grant (Director)	Shares of TE Connectivity	None (time-based grant of shares)	Granted Dec 12, 2023 (1,525 shares)

Directors do not receive annual or long‑term performance metrics; equity grants are structured as annual share awards to align interests .

Other Directorships & Interlocks

Category	Detail
Current Public Company Boards	FMC Corporation; International Flavors & Fragrances Inc.
Prior Public Company Boards (past 5 yrs)	Allergan plc; Legg Mason, Inc.
Interlocks / Related Parties	TE disclosed no related person transactions in FY2024; NGCC oversees related party policy and approvals

Expertise & Qualifications

CPA; designated Audit Committee Financial Expert .
Deep finance/accounting, public company reporting, risk and compliance experience; leadership roles across Tyco, Dell, and Kodak .
Oversight experience at FINRA and FAF; global business perspective .
TE skills matrix highlights finance/accounting and M&A among Board capabilities .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
Carol A. (“John”) Davidson	17,332	~0.006% (17,332 / 298,472,685)	As of Jan 13, 2025
Ownership Guidelines (Directors)	5x annual cash retainer ($500,000)	—	All current directors met or (for two newer directors) are on track to meet guidelines as of FY2024 year‑end
Hedging/Pledging	Prohibited for directors under insider trading policy	—	—

Say‑on‑Pay & Shareholder Feedback (Signals)

Meeting	Proposal	Result
2025 AGM	Advisory vote to approve NEO compensation	91.07% For; 8.93% Against
FY2024 (prior year)	Advisory vote (proxy discussion)	~93% approval referenced in CD&A

High say‑on‑pay support suggests overall shareholder comfort with compensation governance and Board oversight .

Governance Assessment

Strengths
- Independent Chairman with deep finance, controls, and regulatory oversight experience; designated Audit Committee Financial Expert .
- Clear independence determination; broad use of executive sessions; strong attendance culture (>75% for all directors; AGM attendance) .
- Robust committee structure including a dedicated Joint Committee on Cybersecurity; defined meeting cadence (Audit 9; MDCC 6; NGCC 4; Cyber 2) supporting oversight .
- Conservative trading policies (no hedging/pledging) and formal clawback policy for executive incentive compensation (culture of accountability) .
- No related person transactions disclosed in FY2024; NGCC administers related-party review and limits; director charitable giving safeguards and matching caps .
Potential Watch Items
- Multiple external directorships (FMC, IFF) create time‑commitment considerations, though TE requires annual compliance review and caps total board seats; Davidson’s known roles are within the policy limits and no attendance shortfalls are disclosed .
- Chair cash retainer changes and role transition in FY2024 resulted in specific cash outcomes; continue to monitor year‑over‑year director pay mix and any structural changes (e.g., committee retainer adjustments) .
Alignment Indicators
- Director equity grant ($200k) in shares plus 5x retainer ownership guideline; Davidson beneficially owns 17,332 shares and directors meet/on‑track for guideline compliance .
- Strong shareholder support on 2025 and prior say‑on‑pay votes (91%+/~93%) .

No red flags identified related to related‑party transactions, hedging/pledging, or attendance for Mr. Davidson in FY2024 disclosures .