John Davidson
TE ConnectivityAbout 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
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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 .