United States securities and exchange commission logo
January 4, 2024
Jeff Cote
Chief Executive Officer and President
Sensata Technologies Holding plc
529 Pleasant Street
Attleboro, MA 02703
Re: Sensata
Technologies Holding plc
Definitive Proxy
Statement on Schedule 14A
Filed April 13,
2023
File No. 001-34652
Dear Jeff Cote:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments. Please respond to these comments by
confirming that you
will revise your future proxy disclosures in accordance with the topics
discussed below.
Definitive Proxy Statement on Schedule 14A filed April 13, 2023
Pay Versus Performance, page 50
1. We note that you have
included Adjusted Earnings Per Share, a non-GAAP measure, as
your Company-Selected
Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please
provide disclosure
showing how this number is calculated from your audited financial
statements, as required
by Regulation S-K Item 402(v)(2)(v). If the disclosure appears in a
different part of the
definitive proxy statement, including an appendix, you may satisfy the
disclosure requirement
by a cross-reference thereto; however, incorporation by reference
to a separate filing
will not satisfy this disclosure requirement. In this regard, we note your
footnote (5) reference
to pages 32 - 35 of the proxy statement, but are unable to locate
disclosure showing how
this number is calculated from your audited financial statements
on these pages.
Jeff Cote
FirstName LastNameJeff Cote plc
Sensata Technologies Holding
Comapany
January NameSensata Technologies Holding plc
4, 2024
January
Page 2 4, 2024 Page 2
FirstName LastName
2. We note your disclosure in footnotes (1) - (3) showing the calculation
of compensation
actually paid to your PEOs and non-PEO named executive officers. It
appears that you
have aggregated the individual equity calculations that you are
required to show
separately. Please ensure that your disclosure regarding the
calculation of compensation
actually paid shows each of the numerical amounts deducted and added
pursuant to
Regulation S-K Item 402(v)(2)(iii). See Regulation S-K Item 402(v)(3).
For guidance,
refer to Regulation S-K Compliance and Disclosure Interpretations
Questions 128D.03
and 128D.04.
3. Although we note your disclosure that, "there is not always a clear
direct correlation
between a metric's performance in a given year and the effect it had
on CAP," it appears
that you have not provided the relationship disclosures required by
Regulation S-K Item
402(v)(5) relating to total shareholder return and net income. Please
ensure that you have
provided this required disclosure in its entirety. Although you may
provide this
information graphically, narratively, or a combination of the two,
this disclosure must be
separate from the pay versus performance table required by Regulation
S-K Item
402(v)(1) and must provide a clear description of each separate
relationship indicated in
Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not
sufficient to state that the
relationship is unclear or that no relationship exists, even if a
particular measure is not
used in setting compensation.
4. Refer to the graphical disclosure under the headings "Long-term
Incentive Pay" and
"Short-term Incentive Pay." It is not clear what is meant by the term
"indirect" under each
graph, particularly since the graphs represent empirical data
regarding actual results. In
addition, it appears that you have already included disclosure
explaining why you believe
that these relationships are indirect. Please ensure that the
disclosure you provide pursuant
to Regulation S-K Item 402(v)(5) represents a clear description of the
relevant
relationships.
Please contact Eric Envall at 202-551-3234 or Amanda Ravitz at
202-551-3412 with any
questions.
Sincerely,
Division of
Corporation Finance
Disclosure
Review Program