William Jeffrey
TE ConnectivityAbout William A. Jeffrey
William A. Jeffrey (age 65) is an independent director of TE Connectivity, serving since 2012; he chairs the Nominating, Governance & Compliance Committee (NGCC) and co‑chairs the Joint Committee on Cybersecurity. He is the retired CEO of SRI International (2014–2021) with prior senior roles at HRL Laboratories, NIST, the White House Office of Science & Technology Policy (OSTP), and the Institute for Defense Analyses (IDA). In FY2024, all directors exceeded the 75% attendance threshold, and all eleven then‑serving directors attended the 2024 AGM. Jeffrey beneficially owns 23,461 TEL shares as of January 13, 2025 (approximately 0.008% of outstanding shares), and is classified independent under TE’s guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SRI International | Chief Executive Officer | Sep 2014 – Dec 2021 | Led private technology research org; broad technical scope aligned with TE’s markets and R&D innovation strategies. |
| HRL Laboratories, LLC | CEO & President | Sep 2008 – Aug 2014 | Automotive/aerospace/defense R&D; leadership across advanced research. |
| Institute for Defense Analyses | Director, Science & Technology Division; earlier roles | 2007–2008; started 1988 | Government/defense analysis; deep policy and technical experience. |
| National Institute of Standards and Technology (NIST) | Director | 2005–2007 | Led U.S. standards agency; metrology and innovation oversight. |
| White House OSTP | Senior Director (Homeland & National Security); Assistant Director (Space & Aeronautics) | 2002–2005 | National policy leadership in science/space/security. |
External Roles
| Organization | Role | Current? | Notes |
|---|---|---|---|
| Public company boards | — | None | No current public company directorships; no interlocks disclosed in past five years. |
Board Governance
- Committees and roles: NGCC Chair; Joint Committee on Cybersecurity Co‑Chair.
- Independence: Board determined Jeffrey is independent; TE has 10 independent and 2 non‑independent nominees.
- Attendance: Board held 8 meetings in FY2024; all directors >75% attendance; all 11 directors then serving attended the 2024 AGM.
- Executive sessions: Non‑management directors met 4 times in FY2024.
- Board leadership: Chairman is Carol A. (“John”) Davidson (since March 2024).
- Board retirement policy: Mandatory retirement age 72 (subject to waiver); NGCC annually reviews director time commitments.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | FY2024 fee schedule | Standard non‑employee director cash retainer. |
| NGCC Chair fee | $25,000 | FY2024 fee schedule | Chair premium for NGCC. |
| Cash actually paid (Jeffrey) | $135,000 | FY2024 | Sum of retainer + chair/other applicable fees received. |
| Equity retainer (standard) | $200,000 | FY2024 fee schedule | Delivered as shares; no performance conditions for directors. |
Performance Compensation
Directors do not receive performance‑based cash incentives; equity is delivered as share grants (no PSUs/options for directors).
| Equity Grant | Grant Date | Shares Granted | Determination Price (20‑day avg) | Grant Date Fair Value per Share | Total Grant Date Fair Value |
|---|---|---|---|---|---|
| Annual director share grant | Dec 12, 2023 | 1,525 | $131.10 | $135.50 | $206,638 |
| — | — | — | — | — | (Jeffrey’s FY2024 stock award value) |
Other Directorships & Interlocks
| Company | Relationship | Interlock Risk |
|---|---|---|
| None | No current public boards | No interlocks disclosed. |
Expertise & Qualifications
- Technical and scientific leadership as CEO in advanced R&D (SRI; HRL); deep U.S. public policy experience (NIST; OSTP).
- Skills matrix highlights: technology evolution & market trends, finance & accounting, global public policy, cybersecurity & IT, and M&A experience.
- Committee fit: NGCC oversight of governance, compliance, ESG programs, and board evaluations; Cyber Committee oversight of IT/security risk and program robustness.
Equity Ownership
| Metric | Value | As‑of |
|---|---|---|
| Total beneficial ownership (shares) | 23,461 | Jan 13, 2025 |
| Shares outstanding (TEL) | 298,472,685 | Jan 13, 2025 |
| Ownership as % of outstanding | ~0.008% | Computed from disclosed shares/outstanding |
| Pledged/hedged shares | None disclosed; pledging/hedging prohibited for directors | Insider Trading Policy |
| Stock ownership guideline | 5× annual cash retainer ($500,000) within 5 years | Directors encouraged; all current directors met or are on track (Clamadieu, Lin) |
Governance Assessment
- Committee leadership and risk oversight: As NGCC Chair and Cyber Co‑Chair, Jeffrey is central to governance, compliance, ESG oversight, board refresh, and cybersecurity risk management—key areas for investor confidence in operational resilience and risk controls.
- Independence and attendance: Independent; >75% attendance, with robust executive sessions—supports effective oversight culture.
- Director compensation alignment: Cash retainer + chair fee; equity delivered as shares (no options/PSUs), supporting alignment without performance metric gaming for directors.
- Ownership and alignment: Holds 23,461 shares; TE prohibits hedging/pledging; director ownership guidelines at 5× retainer are met/on track—positive alignment signal.
- Conflicts and related‑party exposure: No related person transactions requiring disclosure in FY2024; TE restricts charitable affiliations and requires NGCC approval and caps—conflict controls present.
- Shareholder sentiment: Say‑on‑pay approval ~93% in FY2024; 91.07% at 2025 AGM—stable support for pay and governance practices.
- Director election support: 2025 AGM votes for Jeffrey were 94.84% (244,056,808 for; 13,277,457 against), indicating strong but slightly lower support vs. most peers—worth monitoring for any emerging investor concerns.
Board Governance (Details)
| Committee | FY2024 Meetings | Scope Relevant to Jeffrey’s Roles |
|---|---|---|
| NGCC | 4 | Director nominations; governance principles; director compensation review; ESG oversight; commitment/time reviews; Chief Compliance Officer oversight. |
| Joint Committee on Cybersecurity | 2 | IT/security risk; program controls; incident updates; assessments and remediation; cyber insurance oversight. |
| Audit Committee | 9 | Financial reporting, internal controls, privacy, Ombudsman oversight. (Jeffrey not a member) |
| MDCC | 6 | Executive comp design, clawback enforcement, HCM oversight. (Jeffrey not a member) |
Director Compensation (FY2024 Summary)
| Item | Jeffrey Amount | Notes |
|---|---|---|
| Cash (fees earned/paid) | $135,000 | Retainer + chair fees. |
| Stock awards (grant date value) | $206,638 | 1,525 shares at $135.50. |
| All other compensation | $960 | Matching gifts/other eligible items. |
| Total | $342,598 | FY2024 total. |
RED FLAGS: None disclosed for related‑party transactions, hedging/pledging, or attendance shortfalls; monitor moderately lower election support vs. certain peers and any future Cyber/ESG incidents given co‑chair role.