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Sam Eldessouky

Director at TE ConnectivityTE Connectivity
Board

About Sam Eldessouky

Independent director at TE Connectivity (TEL); age 52; joined the TEL board in 2024. He is Executive Vice President and Chief Financial Officer of Bausch + Lomb (since Jan 2022) and meets the SEC definition of an Audit Committee financial expert. Credentials include CPA and CGMA, with a B.S. in Accountancy (Ain Shams University) and a Master’s in Accounting & Finance (University of Liverpool) . The TEL Board classifies him as independent under its guidelines and NYSE standards .

Past Roles

OrganizationRoleTenureCommittees/Impact
Bausch + Lomb CorporationEVP & CFOJan 2022–presentPublic-company CFO experience; complex accounting, controls, and governance
Bausch Health Companies Inc.CFO (appointed Jun 2021); previously SVP, Controller & CAO2016–2021Public-company leadership; financial reporting
Tyco International plcSVP, Controller & CAO2012–2016Led redesign of controller’s organization; implemented EPM; key role in spinoffs (Covidien; Tyco Electronics/TE Connectivity in 2007; ADT NA and Flow Control in 2012)
PwC (National Office and other roles)Various roles of increasing responsibility~10 years (prior to 2012)Provided technical accounting guidance on complex matters

External Roles

OrganizationRoleTenureNotes
Financial Executives Research Foundation (FERF) and Financial Executives International (FEI)Board of Trustees member (prior service)Not specifiedGovernance and financial reporting community leadership
Global Preparers Forum (advisory to IASB)Member2007–2013External standards advisory experience

Board Governance

ItemDetails
Board independence10 of 12 director nominees independent; Eldessouky classified as independent
CommitteesAudit Committee (member; financial expert); Joint Committee on Cybersecurity (member)
Audit Committee specifics9 meetings in FY2024; all members financially literate and audit committee financial experts; Eldessouky joined the Committee in Oct 2024
Cybersecurity Committee specifics2 meetings in FY2024; assists Board oversight of IT/cyber risks; composed entirely of independent directors
Board meetings & attendanceTEL Board held 8 meetings in FY2024; all incumbent directors attended >75% of Board and committee meetings
Executive sessionsNon-management directors met 4 times without management in FY2024
Director time commitmentsPolicy limits directors to max 5 public company boards; NGCC annually reviews compliance
Stock ownership guideline (directors)5x annual cash retainer ($500,000 based on $100,000 cash retainer) within 5 years; equity portion delivered in TE shares

Fixed Compensation (Non-Employee Director)

ComponentAmount/Structure
Annual cash retainer$100,000
Annual equity retainer$200,000 in TE shares (e.g., Dec 12, 2023 grant of 1,525 shares per director determined using 20-day average price methodology)
Chair fees (additional)Audit Chair $30,000; NGCC Chair $25,000; MDCC Chair $25,000; Lead Independent Director $40,000; Non-Executive Chairman $185,000
Committee member fee (Audit)$15,000
OtherDirectors reimbursed for meeting-related expenses; TE matching gifts up to $10,000/year

Note: Sam Eldessouky’s individual non-employee director compensation for FY2024 is not listed in the disclosed director compensation table (the table includes other non-employee directors for FY2024) .

Performance Compensation

ElementStructure
Equity vehicleNon-employee director equity is delivered as TE shares (not performance-conditioned); grant value fixed at $200,000 annually, shares determined by methodology noted above
Options/PSUs for directorsNot disclosed for non-employee directors; equity disclosed as shares granted
Performance metricsNone disclosed for non-employee director pay (performance metrics apply to executive officers’ incentive plans, not directors)

Other Directorships & Interlocks

CategoryStatus
Current public company boardsNone
Prior 5-year public boardsNone
Committee interlocksTEL discloses no compensation committee interlocks or insider participation (executive-level disclosure)

Expertise & Qualifications

  • CPA and CGMA; designated Audit Committee financial expert .
  • Public-company CFO with deep technical accounting, controls, and reporting experience; implemented governance/controls processes .
  • Transactional experience including major spinoffs at Tyco (Covidien; Tyco Electronics/TE Connectivity; ADT NA; Flow Control) .
  • Standards engagement and global finance community service (Global Preparers Forum; FEI/FERF) .

Equity Ownership

ItemValue
TE shares beneficially owned (as of Jan 13, 2025)771 shares
Shares outstanding (as of Jan 13, 2025)298,472,685
Ownership as % of outstanding~0.0003% (771/298,472,685)
Hedging/pledgingProhibited for directors under TEL insider trading policies
Director stock ownership guideline5x annual cash retainer within 5 years; equity retainer paid in shares supports compliance

Governance Assessment

  • Strengths

    • Independent director with current public-company CFO experience; designated Audit Committee financial expert, enhancing audit oversight credibility .
    • Member of Audit and Cybersecurity committees; both composed entirely of independents, supporting robust financial and cyber risk oversight .
    • No other public company directorships (reduced overboarding risk); TEL limits directors to ≤5 public boards and reviews time commitments annually .
    • No related-party transactions disclosed in FY2024; insider policy bans hedging/pledging, reducing alignment and reputational risks .
  • Watchpoints

    • Early-stage ownership: beneficial ownership of 771 shares as of Jan 13, 2025; alignment expected to build as equity retainers accrue; directors are expected to reach 5x cash retainer within five years .
    • Full-time CFO role at Bausch + Lomb implies significant external demands; TEL’s NGCC annually reviews director time commitments for compliance .
  • Board/Shareholder signals

    • Board-wide engagement appeared adequate: 8 Board meetings in FY2024; all incumbent directors >75% attendance; non-management met in 4 executive sessions .
    • Executive pay program support remains strong (93% “Say on Pay” approval in 2024), indicating broad shareholder confidence in compensation governance (contextual to TEL governance quality) .
  • Red Flags

    • None disclosed regarding legal proceedings, related-party transactions, hedging/pledging, or Section 16 reporting; TEL states directors and officers complied with Section 16(a) in FY2024 .

Appendix: Committee Charters & Roles (Context)

  • Audit Committee: 9 meetings in FY2024; oversees financial reporting, auditor independence, internal audit, accounting policies, and Ombudsman; all members deemed audit committee financial experts .
  • Joint Committee on Cybersecurity: 2 meetings in FY2024; oversees IT/security risk management, controls, incident updates, and cyber insurance .