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Sensata Technologies Holding N.V.'s SEC Filings

S-1/A
SENSATA TECHNOLOGIES HOLDING PLC filed this Form S-1/A on 03/09/2010
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Table of Contents

Named Executive Officers, we focus primarily on equity compensation that is tied directly to long-term value creation goals. Additionally, we provide competitive cash compensation rewards to our officers and executive officers, including our Named Executive Officers, that focus on the achievement of short-term objectives.

 

By design, our base salaries are below market, offset by the longer term potential value of the equity compensation, and by the opportunity for annual incentive bonuses and participation in a profit-sharing program.

 

For years in which we perform well, the officers and executive officers, including the Named Executive Officers, can earn additional compensation under our performance-based annual bonus and profit-sharing plans such that the officers’ total annual cash compensation meets or exceeds the median annual cash compensation paid by comparable companies. See the “Cash Compensation” section below for additional information. We believe putting a portion of our executives’ total cash compensation at risk encourages our executives to strive to meet the overall performance goals of the Company as well as their individual performance goals.

 

We conduct an annual benchmark review of our executive compensation based on two sources. These sources include:

 

   

the Benchmark and Executive Surveys Overall Practices Report published by Radford, an AON Company, which reviews executive compensation of approximately 700 participating companies, primarily technology, covering base salary, incentives, stock and total cash/total direct compensation; and

 

   

the Towers Perrin Compensation Data Bank (CDB) Executive Compensation Database, which reviews executive compensation of approximately 800 participating companies and focuses on total direct compensation comprised of salary, bonus and long-term incentives.

 

Using a simple average of these two surveys, we benchmark our base salary and annual bonus against the median base and total cash compensation for the approximately 200 participating companies with revenues from $1 billion to $3 billion. A complete list of the 200 companies that we used to benchmark our base salary and annual bonus is attached to this prospectus as Exhibit A.

 

Role of the Executive, Compensation and Governance Committee

 

The executive, compensation and governance committee of the board of directors of STI, or “compensation committee” in this context, is composed of two members of the board of directors of STI, Michael Ward and Stephen Zide. Until the closing of this offering, the compensation committee is responsible for reviewing and approving the compensation for the officers and Named Executive Officers. The compensation committee reviews the overall compensation philosophy and objectives on an annual basis.

 

Role of Officers in Determining Compensation

 

We expect that the Chief Executive Officer and Senior Vice President, Human Resources will provide analysis and recommendations on compensation issues and attend meetings of the compensation committee, as requested by the compensation committee. We have a Vice President of Total Rewards, who provides available resources and analysis for making compensation recommendations to the compensation committee. The compensation committee may meet in executive session without any executive officers present.

 

Components of Compensation

 

Compensation for the officers and executive officers, including Named Executive Officers, consists of the following components:

 

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