ST promotes insider Andrew Lynch to EVP & CFO; performance-based pay detailed

Rhea-AI Filing Summary

Sensata Technologies Holding plc (ST) filed an 8-K (Item 5.02) announcing that Andrew Lynch, 37, was promoted to Executive VP & Chief Financial Officer effective 21 Jul 2025. Lynch has been with Sensata since 2009 and has served as Interim CFO since 16 May 2025, holding prior finance leadership roles across Performance Sensing, Sensing Solutions and the European region.

Compensation package: (1) $540,000 annual base salary, subject to Compensation Committee review; (2) 100 % target annual cash bonus tied to performance; (3) $600,000 equity grant split 45 % RSUs and 55 % performance-based RSUs; (4) eligibility for existing executive benefit and severance/change-in-control plans. The full employment agreement will be filed with the Q2-25 Form 10-Q.

The filing states that Lynch has no related-party relationships or arrangements affecting his selection. His appointment provides continuity of leadership for all global finance functions and is effective until resignation, retirement or removal.

Positive

• Internal promotion limits transition risk and preserves institutional knowledge.
• Performance-based equity (55 %) strengthens shareholder alignment.

Negative

• None.

Insights

Sell-side Equity Analyst

TL;DR: Internal CFO promotion ensures continuity; compensation is market-normal—neutral to modestly positive for ST investors.

The move keeps financial leadership in house, reducing execution risk that can accompany an external hire. Lynch’s long tenure (since 2009) and recent interim role imply a smooth transition and no strategic pivot. Compensation—$540 k salary plus a 100 % bonus opportunity and $600 k equity weighted toward performance—aligns incentives with shareholders and is consistent with peers of similar market cap. No related-party issues were disclosed, limiting governance concerns. Impact on valuation is neutral; however, continuity may support investor confidence during upcoming earnings cycles.

Corporate Governance Specialist

TL;DR: Governance clean; equity mix favors performance; overall impact neutral.

The board selected a seasoned insider with deep operational familiarity, mitigating onboarding risk. Disclosure affirms no familial or related-party ties, preserving independence standards. The 55 % performance-based RSU allocation exceeds many mid-cap norms, bolstering pay-for-performance alignment. Severance follows the existing 2024 plan, avoiding bespoke golden-parachute terms. From a governance lens, the action is routine and does not materially alter the company’s risk profile.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 __________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2025

__________________________________________ 

SENSATA TECHNOLOGIES HOLDING PLC

(Exact name of Registrant as specified in its charter)

 __________________________________________

England and Wales

001-34652

98-1386780

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

529 Pleasant Street

Attleboro, Massachusetts 02703, United States

(Address of Principal executive offices, including Zip Code)

+1(508) 236 3800

(Registrant's telephone number, including area code) 

Not Applicable

(Former name or former address, if changed since last report)

 __________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per share			ST			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2025, Sensata Technologies Holding plc (the “Company”) announced that Andrew Lynch has been named the Company’s Executive Vice President and Chief Financial Officer, pursuant to Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, effective immediately (the “Effective Date”). Mr. Lynch will assume leadership and oversight of all global financial activities and will serve until his earlier resignation, retirement, or removal. Mr. Lynch does not have (i) any arrangements or understandings with any other person pursuant to which he was selected to serve as an officer; (ii) any family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer; or (iii) any direct or indirect material interest in any transaction or series of transactions contemplated by Item 404(a) of Regulation S-K.

Mr. Lynch, age 37, joined Sensata in 2009 and began serving as the Company’s Interim Chief Financial Officer and principal financial officer, pursuant to Rule 16a-1(f) of the Securities Exchange Act of 1934, on May 16, 2025. He previously served as Vice President, Finance for the Performance Sensing Segment since 2023 and led Sensata’s investor relations function since 2024. Previously, he was Vice President, Finance, for the Sensing Solutions Segment from 2021 to 2023. From 2019 to 2023 he served as regional CFO for Europe, where he was responsible for all finance and accounting matters across the region. In 2016 he was promoted to Finance Director for the HVOR business and later assumed additional responsibility for the Aerospace business. In 2011, he was promoted to Corporate Accounting Manager and in 2014 promoted to Integration Controller. He holds a Bachelor of Science degree in Corporate Finance and Accounting from Bentley University.

In connection with Mr. Lynch’s appointment as Executive Vice President and Chief Financial Officer, Sensata Technologies, Inc. (“STI”) a wholly-owned subsidiary of the Company, entered into an employment agreement with Mr. Lynch. Beginning on the Effective Date, Mr. Lynch’s salary will be $540,000 per year, subject to periodic review by the Compensation Committee of the Company’s Board of Directors. In addition, Mr. Lynch will also be eligible to receive an annual cash bonus with a target of 100% of his base salary. In connection with his appointment, Mr. Lynch will receive a $600,000 equity grant, split 45% restricted stock units and 55% performance-based restricted stock units. Mr. Lynch will receive severance benefits in accordance with the Severance and Change in Control Plan effective as of April 26, 2024, as may be amended and restated from time to time, subject to the terms and conditions set forth therein. He will also be eligible to participate in the benefit programs available to the Company’s other executive officers.

The foregoing summary of Mr. Lynch’s employment agreement is qualified in its entirety by reference to the complete agreement, a copy of which will be filed with the Quarterly Report on Form 10-Q for the period ending June 30, 2025.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENSATA TECHNOLOGIES HOLDING PLC

/s/ David K. Stott

Date:

July 21, 2025

Name: David K. Stott

Title: Senior Vice President, General Counsel and Corporate Secretary

3

FAQ

When does Andrew Lynch become CFO of Sensata Technologies (ST)?

His appointment was effective 21 July 2025.

What is Andrew Lynch’s base salary as CFO of ST?

The agreement sets his annual salary at $540,000, subject to periodic review.

How is the $600,000 equity grant structured?

It is split 45 % restricted stock units and 55 % performance-based RSUs.

Is Lynch eligible for a cash bonus?

Yes. He can earn an annual cash bonus targeted at 100 % of base salary.

Did the filing disclose any related-party relationships?

No. The company states Lynch has no family ties or material interests in related transactions.

Where will Lynch’s employment agreement be available?

The full contract will be filed with the Q2 2025 Form 10-Q.