Lynn Dugle
TE ConnectivityAbout Lynn A. Dugle
Lynn A. Dugle (age 65) is an independent director of TE Connectivity, serving since 2020. She is a former CEO, President and Chairman of Engility Holdings, where she led the company’s sale to SAIC in 2019; prior roles include senior leadership at Raytheon (President of Intelligence, Information & Services; earlier VP of Engineering/Technology/Quality at Network Centric Systems) and officer-level roles at ADC Telecommunications. She holds B.S. in Technical Management and B.A. in Spanish (Purdue) and an MBA (UT Dallas); at TE she serves on the Audit Committee (designated Financial Expert) and co‑chairs the Joint Committee on Cybersecurity, bringing deep defense, cyber and technology operating expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Engility Holdings, Inc. | Chief Executive Officer, President, Chairman of the Board | 2016–2019 | Led sale of Engility to SAIC in 2019 |
| Raytheon Company | President, Intelligence, Information & Services (IIS); earlier VP, Engineering/Technology/Quality, Network Centric Systems | 2004–2015 | Oversaw advanced cyber solutions and information-based services; led engineering/quality at NCS |
| ADC Telecommunications | Officer-level roles culminating in general management | Pre-2004 | Senior operating leadership prior to joining Raytheon |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| EOG Resources, Inc. | Director | Current | Public company board service |
| KBR, Inc. | Director | Current | Public company board service |
| Micron Technology, Inc. | Director | Current | Public company board service |
| State Street Corporation | Director | Prior (within last 5 years) | Public company board service |
Board Governance
- Independence and tenure: Independent director since 2020; Board determined she meets NYSE and TE independence standards .
- Committee assignments (FY2024–FY2025):
- Audit Committee member; designated an “audit committee financial expert” by the Board .
- Joint Committee on Cybersecurity co‑chair .
- Committee activity levels (FY2024 meetings): Audit (9); Joint Committee on Cybersecurity (2) .
- Board activity and engagement: Board held 8 meetings in FY2024; all incumbent directors attended >75% of Board and relevant committee meetings; all 11 incumbent directors attended the 2024 AGM .
- Executive sessions: Non‑management directors met in executive session 4 times in FY2024 .
- Time‑commitment and retirement policies: NGCC annually reviews director time commitments; directors may not serve on more than 5 public company boards; retirement age policy 72 (waivable) .
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer |
| Committee/member fees | $15,000 | Audit Committee member fee; no fee listed for Cyber Co‑Chair |
| Total cash earned (FY2024) | $115,000 | Per director compensation table |
| Equity grant (shares) | 1,525 shares | Granted Dec 12, 2023 to each non‑employee director (ex‑Lynch) |
| Equity grant (grant date fair value) | $206,638 | Valued at $135.50 per share on grant date; share count set using 20‑day average price $131.10 |
| Total compensation (FY2024) | $321,638 | Cash $115,000 + Stock $206,638; no “All Other” comp for Dugle |
Fee structure context (effective Oct 2023): Cash retainer $100,000; equity $200,000; Audit Chair $30,000; Audit member $15,000; NGCC Chair $25,000; MDCC Chair $25,000; Non‑Executive Chair $185,000; Lead Independent Director $40,000; no specific Cyber committee fees disclosed .
Performance Compensation
| Element | Performance Metrics | Notes |
|---|---|---|
| Director incentive pay | N/A | TE does not disclose performance‑based incentives for non‑employee directors; standard mix is cash retainer plus share grants |
No director options/PSUs are disclosed; equity is delivered as shares, not performance units, for non‑employee directors .
Other Directorships & Interlocks
| Item | Finding |
|---|---|
| Current public boards | EOG Resources; KBR; Micron Technology |
| Prior public boards (last 5 years) | State Street Corporation |
| Compensation committee interlocks | None reported for TE’s MDCC (committee includes different directors) |
| Related‑party transactions | None requiring disclosure in FY2024; NGCC oversees a written related‑person transaction policy |
Expertise & Qualifications
- Former public‑company CEO/Chair with >30 years in defense/intelligence/high‑tech; deep cyber/security and information solutions domain knowledge .
- Financial expertise: Audit Committee Financial Expert designation; significant governance and oversight experience .
- Skills matrix: Executive leadership, operations, cybersecurity/IT, mergers & acquisitions; global business management .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jan 13, 2025) | 6,410 TE ordinary shares |
| Director stock ownership guideline | 5x annual cash retainer ($500,000) within 5 years of joining the Board |
| Compliance status | As of FY2024 year‑end, all current directors met ownership guidelines or, for Mr. Clamadieu and Prof. Lin, were on track; implies Ms. Dugle is in compliance |
| Hedging/pledging | Prohibited by TE’s insider trading policy (no hedging or pledging of TE securities) |
Governance Assessment
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Strengths
- Independent director with relevant operating exposure in defense/cyber, aligned with TE’s cybersecurity risk focus; serves as Cyber Committee co‑chair and Audit member/financial expert—core to risk oversight and financial reporting integrity .
- Solid engagement: Board met 8 times and all directors exceeded 75% attendance; regular executive sessions (4x); Dugle included in these governance processes .
- Clear alignment: Director compensation is standard market (cash retainer + share grant); ownership guideline of $500k within 5 years; policies prohibit hedging/pledging; Dugle reports 6,410 shares and is disclosed as compliant .
- No conflicts: Board affirmed her independence; no related‑person transactions requiring disclosure in FY2024 .
- Broader governance context: Say‑on‑pay won ~93% in FY2024, signaling investor support for TE’s compensation governance (backdrop for overall governance confidence) .
-
Watch items
- Multiple public boards (EOG, KBR, Micron, plus TE) increase time demands; however, TE’s NGCC annually reviews time commitments and caps public boards at five, and Dugle appears within this cap .
- Cyber oversight remains a critical risk; co‑chairing the Joint Committee on Cybersecurity concentrates responsibility—continued disclosure of committee actions and incident oversight will be important to investors .
Overall signal: Dugle’s audit and cybersecurity leadership, independence, ownership alignment, and absence of related‑party exposure support board effectiveness and investor confidence. No material governance red flags are disclosed for FY2024 .