Sensata Technologies (NYSE: ST) today announced that it established the performance criteria for two awards of performance-based restricted stock units (“PRSUs”) issued to its Chief Executive Officer (“CEO”), Stephan von Schuckmann. The awards, which were previously announced, were made pursuant to a previously announced employment agreement between Mr. von Schuckmann and Sensata Technologies and as a material inducement to Mr. von Schuckmann joining Sensata Technologies as its CEO in January 2025.
The awards of PRSUs cover 20,073 and 130,475 of Sensata Technologies’ ordinary shares, respectively. The PRSUs will vest (i) 50% based on the relative total shareholder return of Sensata Technologies ordinary shares over a three-year period compared to a group of 12 peer companies over the same period and (ii) 50% based on Sensata Technologies’ return on invested capital over a three-year period, each case calculated in accordance with the terms of the PRSU. In the event that Sensata Technologies relative total shareholder return or return on invested capital exceeds specified targets over the course of the measurement period, the PRSUs may vest with respect to up to 150% of the target number of ordinary shares set forth above. The award agreement for the first PRSU provides that the PRSUs subject to that award shall immediately vest based on the greater of (i) Target or (ii) actual performance at the time of termination based on the Committee’s determination upon an involuntary termination by Sensata Technologies of Mr. von Schuckmann’s employment without cause (as that term is defined in Mr. von Schuckmann’s employment agreement) or a voluntary termination by Mr. von Schuckmann of his employment for good reason (as that term is defined in Mr. von Schuckmann’s employment agreement).
The PRSUs are subject in all respects to the terms and conditions of Sensata Technologies’ 2021 Equity Incentive Plan (the “2021 Plan”), but were not issued under the 2021 Plan. Except as noted above, the RSUs and PRSUs include vesting treatment on termination of employment or change in control consistent with Sensata Technologies’ standard terms for awards granted to its executive officers pursuant to the 2021 Plan.
Each award was granted as a material inducement to employment in accordance with the NYSE Listed Company Manual Rule 303A.08.
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