John Jenkins Jr.
TE ConnectivityAbout John S. Jenkins, Jr.
Executive Vice President and General Counsel of TE Connectivity; age 59; joined TE in October 2012 and has served as EVP & GC for 12 years, overseeing global legal, compliance, governance, IP, security/risk management, government affairs, and corporate social responsibility . Prior roles include 10 years at Tyco International as VP, Corporate Secretary, and International General Counsel; earlier, litigator at McGuireWoods LLP; began career in 1987 as a U.S. Navy officer and judge advocate, later Legislative Counsel to the Secretary of the Navy . Company performance in FY2024: net sales $15.8B, GAAP operating margin 17.6%, GAAP net income $3,193M, GAAP EPS $10.34, CFO $3.5B, TSR ~24.5%; Say-on-Pay approval ~93% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tyco International | VP, Corporate Secretary & International General Counsel | 10 years | Led board activities, securities/capital markets, M&A, executive comp, global procurement, real estate, tax planning |
| McGuireWoods LLP | Litigator | Prior to 2003 | Litigation experience supporting corporate legal acumen |
| U.S. Navy | Officer and Judge Advocate; Legislative Counsel to the Secretary of the Navy | Began 1987 | Legal leadership, government policy experience |
External Roles
No public company directorships disclosed for Mr. Jenkins in the proxy; he is listed as an executive officer (not a director) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $609,413 | $673,049 | $665,562 |
| Target Bonus (%) | — | 85% | 85% |
| Actual Annual Incentive Paid ($) | $555,442 | $589,488 | $637,009 |
| Stock Awards – Grant Date Fair Value ($) | $881,640 | $1,064,646 | $1,084,467 |
| Option Awards – Grant Date Fair Value ($) | $913,255 | $1,096,440 | $1,087,506 |
| Total Compensation ($) | $3,088,924 | $3,495,813 | $3,549,847 |
Performance Compensation
Annual Incentive (Corporate-level metrics for Jenkins)
| Metric | Weight | 1H Target | 1H Actual | 1H Payout (Score) | 2H Target | 2H Actual | 2H Payout (Score) | FY 2024 Metric Score |
|---|---|---|---|---|---|---|---|---|
| EPS | 20% | $3.50–$3.75 | $3.67 | 100.0% | $3.52–$3.82 | $3.82 | 101.2% | 100.6% |
| Revenue | 30% | $7,750–$8,010 | $7,688 | 89.9% | $7,920–$8,150 | $8,051 | 100.0% | 94.9% |
| Operating Income | 30% | $1,330–$1,455 | $1,453 | 100.0% | $1,345–$1,470 | $1,508 | 123.0% | 111.5% |
| KPIs | 20% | N/A (business unit specific) | N/A | — | N/A | N/A | — | 147.1% |
| Corporate Earned Award | — | — | — | — | — | — | — | 112.6% |
Notes:
- Two performance intervals with one payout at fiscal year-end; no individual modifiers for executive officers; aggregate payout capped at 200% .
- Financial metrics use adjusted measures with consistent non-GAAP exclusions aligned to external reporting .
Long-Term Incentives
| LTI Element | Mix | Metric | Vesting | Threshold | Target | Max | FY2022 PSU Payout | FY2022 PSU Vested Shares (Jenkins) |
|---|---|---|---|---|---|---|---|---|
| PSUs | 50% of LTI | 3-year average relative EPS growth vs S&P 500 Non-Financial Index | Cliff at ~3 years upon MDCC certification | 50% (25th percentile) | 100% (50th percentile) | 200% (75th percentile) | 108% of target | 6,368 (target 5,580) |
| Stock Options | 50% of LTI | Share price appreciation | 25% annually over 4 years | — | — | — | — | — |
FY2024 LTI Grants (November 15, 2023; base price $131.77):
- PSUs: Threshold 4,115; Target 8,230; Max 16,460 (grant date fair value $1,084,467) .
- Stock Options: 27,400 options; exercise price $131.77; 10-year term; ratable vesting 25% annually starting on/after Nov 15, 2024 (grant date fair value $1,087,506) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Jan 13, 2025) | 161,846 shares |
| Options Presently Exercisable or Exercisable within 60 days | 136,561 |
| Implied Direct/Other Owned Shares | 25,285 (161,846 – 136,561) |
| Shares Outstanding | 298,472,685 |
| Ownership % of Outstanding | ~0.054% (161,846 ÷ 298,472,685) |
| Ownership Guidelines | 3x base salary for executives; all NEOs met requirements at FY2024 year-end |
| Hedging/Pledging | Prohibited by Company policy; hedging or pledging of TE securities not allowed |
Vested vs. Unvested (as of Sept 27, 2024):
- Options outstanding by grant (exercisable/unexercisable; exercise price; expiration) :
- 11/13/2017: 40,800 / —; $93.36; 11/13/2027
- 11/11/2019: 50,400 / —; $93.63; 11/11/2029
- 11/09/2020: 34,387 / 11,463; $105.86; 11/09/2030
- 11/08/2021: 12,124 / 12,126; $158.00; 11/08/2031
- 11/14/2022: 7,637 / 22,913; $124.52; 11/14/2032
- 11/15/2023: — / 27,400; $131.77; 11/15/2033
- Unearned PSUs outstanding (target basis) and market value (TE closing $151.22 on 9/27/24):
- 11/08/2021 PSUs: 5,872 target; market value $887,964
- 11/14/2022 PSUs: 8,857 target; market value $1,339,356
- 11/15/2023 PSUs: 8,375 target; market value $1,266,468
- FY2024 vesting/realization: Stock awards vested 10,822 shares; realized $1,461,078; no option exercises reported for Jenkins in FY2024 .
Employment Terms
- Notice/Severance: In involuntary or “good reason” termination after change-in-control, 12‑month notice period with continued salary, bonus eligibility, continued vesting and benefits; at end of notice period, 12 months’ pay as consideration for non‑compete/non‑solicitation covenants .
- Change-in-Control Treatment: Double-trigger; PSUs vest at target; stock options and RSUs fully vest upon qualifying termination; payments subject to best-net cut (no excise tax gross‑ups) under IRC §280G .
- Clawback: Recovery of erroneously awarded incentive-based compensation following accounting restatements; Board may recover over/mistaken payments and take additional remedies for detrimental misconduct .
- Equity Granting/Timing: Annual grants in Q1 during trading window; exercise price equals NYSE closing price on grant date; options not repriced .
- Insider Trading: Trading windows; no hedging (e.g., collars, swaps), no short sales; pledging prohibited .
Investment Implications
- Strong alignment: Significant at-risk pay (annual incentive and PSU/option mix), ownership guideline compliance, and robust clawback/anti-hedging policies reduce misalignment risk .
- Limited pledging/hedging risk: Formal prohibitions mitigate adverse alignment signals; no repricing and no excise tax gross-ups are shareholder-friendly .
- Vesting/supply dynamics: Ongoing PSU and option vesting (notably the 11/2021–11/2023 grants) indicate periodic share delivery; FY2024 stock vesting of 10,822 shares and sizable unexercisable options could create incremental insider selling supply around vest dates, though Jenkins reported no option exercises in FY2024 .
- Retention risk appears contained: Double-trigger CIC protection, continued vesting during notice, and market-competitive LTI suggest solid retention mechanisms; corporate execution and FY2024 performance outcomes (e.g., above-target operating income; TSR ~24.5%) underpin incentive realizations tied to shareholder value .