Shadrak Kroeger

About Shadrak Kroeger

Shadrak W. Kroeger is President, Industrial Solutions at TE Connectivity, age 56, with 29 years at TE and 4 years in his current role. He previously led Communications Solutions (2017–2020) and the Appliances business (2013–2017), with earlier leadership roles spanning automotive, industrial and consumer markets . In FY2024, TEL delivered $15.8B in net sales, GAAP operating margin of 17.6%, record GAAP net income of $3,193M, GAAP EPS $10.34, and ~24.5% total shareholder return, providing context for executive performance alignment .

Past Roles

External Roles

No external public company directorships or committee roles are disclosed for Kroeger in TEL proxy filings reviewed .

Fixed Compensation

Multi-year cash compensation history (Kroeger as Named Executive Officer in FY2020–FY2022):

Performance Compensation

Annual Incentive Design and Targets

Target bonus % history and metric weightings:

Performance realization example (FY2022):

• Kroeger’s FY2022 annual incentive payout was based entirely on the Industrial Solutions segment bonus score of 102.5% (management did not disclose specific KPI targets for competitive reasons) .

Long-Term Incentives — Performance Stock Units (PSUs)

PSU program: 3-year average relative EPS growth vs S&P500 Non-Financial Index; threshold (25th percentile) 50% payout, target (50th) 100%, max (75th) 200%; cliff vest at year 3 after MDCC certification .

Long-Term Incentives — Stock Options

FY2021 annual grant details (Kroeger):

Program design (PSUs/SOs) for NEOs: 50% PSUs and 50% stock options per annual grant .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 6x salary; other executives 3x salary; must be met within 5 years; as of FY2022 year-end all NEOs met requirements (includes Kroeger) . Anti-hedging and anti-pledging: executives are prohibited from hedging or pledging TE securities . TEL maintains the same prohibitions under its updated insider trading policies post-reincorporation; hedging and pledging are prohibited .

• Outstanding equity awards (as of 9/30/2022 for Kroeger):

• Option exercises and stock vesting (FY2022, Kroeger): Options exercised — none; Stock awards vested — 2,670 shares; value realized on vesting $421,700 .

• Deferred compensation (SSRP): FY2022 ending balance $2,680,095; executive contributions $381,712; company credits $77,857 .

Employment Terms

• Notice and garden leave: Up to 12-month notice period for involuntary termination (other than for cause) or “good reason” resignation within 12 months of a change in control; during notice, executive remains full-time employee, continues salary, bonus eligibility, equity vesting per award terms, and health/welfare benefits . At the end of notice, receives 12 months’ pay as consideration for non-compete and non-solicitation covenants .

• Change-in-control treatment: Upon qualifying termination after a change in control, PSUs vest in full at target; stock options and RSUs become fully vested; payments limited to greater after-tax of full benefits versus capped benefits to avoid Section 280G excise taxes; no excise tax gross-ups .

• Clawbacks: TEL will recover erroneously awarded incentive compensation from covered executive officers in the event of an accounting restatement due to material noncompliance, and may recover overpayments based on deficient financial information; misconduct can trigger additional remedies including termination .

• Equity grant timing: Annual equity awards are generally granted during open trading windows in Q1; options are granted at the closing market price on grant date and are not timed to MNPI releases .

• Insider trading: Trading windows and restrictions apply; hedging and pledging of TE securities are prohibited .

Investment Implications

• Pay-for-performance alignment: Kroeger’s variable pay tied to EPS, revenue, operating income, and KPIs with clear weights; FY2022 segment bonus score was 102.5%, and PSU outcomes have varied with company relative EPS performance (86.8% in 2019 cycle; 116.4% in 2020 cycle), evidencing sensitivity to multi-year execution .

• Retention and change-in-control economics: A robust 12-month notice/compensation structure and double-trigger equity acceleration post-CIC reduce retention risk and may influence behavior ahead of corporate events; absence of excise tax gross-ups is shareholder-friendly .

• Equity ownership and selling pressure: Significant outstanding options and PSUs, with scheduled vesting, can create periodic selling pressure; however, anti-hedging/pledging policies and stock ownership requirements strengthen alignment and mitigate leverage risks .

• Governance and shareholder support: Strong say-on-pay support (~93% approval in FY2024) and a disciplined compensation framework (independent consultant, clawbacks, risk assessment) suggest low governance risk around compensation inflation or misalignment .

• Performance context: TEL’s FY2024 operational and TSR results underscore the backdrop for incentive outcomes; Kroeger’s leadership of Industrial Solutions since 2020 positions him against multi-year segment goals in a cyclic industrial environment .

Appendix: Supporting Program Details

TE Peer Group (for benchmarking executive pay, unchanged in FY2024)

3M, Amphenol, Aptiv, Carrier, Corning, Cummins, Dover, Eaton, Emerson, Fortive, General Dynamics, Honeywell, Illinois Tool Works, Johnson Controls, Lam Research, NXP, Parker-Hannifin, Rockwell Automation, Stanley Black & Decker, Texas Instruments, Textron .

FY2024 AIP structure (context)

Two performance intervals with a single year-end payout; metrics include EPS, revenue, operating income, and KPIs; corporate KPI score disclosed at 147.1% for FY2024 .

Note: Kroeger was a Named Executive Officer through FY2022; FY2024–FY2025 proxy compensation tables list current NEOs and do not include Kroeger .