TE Connectivity Ltd.
TE Connectivity Ltd. in a DEF 14A on 01/13/2022   Download
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DEF 14A 1 tmb-20220309xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

TE CONNECTIVITY LTD.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)  

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:


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A letter to

our shareholders

January 13, 2022

Dear Shareholder,

On behalf of the Board of Directors and our senior management team, we are pleased to invite you to vote at the 2022 Annual General Meeting of Shareholders of TE Connectivity Ltd., to be held on Wednesday, March 9, 2022 at 2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time), at Bär & Karrer Ltd., Brandschenkestrasse 90, CH-8002 Zurich, Switzerland. Details of the business to be presented at the meeting can be found in the accompanying Invitation to the Annual General Meeting of Shareholders and Proxy Statement.

Due to the ongoing global public health emergency resulting from the COVID-19 pandemic, the 2022 Annual General Meeting will not take place in its usual format. In accordance with the Swiss Federal Council Ordinance on Measures during the Special Situation to Combat the COVID-19 Epidemic (currently providing for restrictions on public gatherings in Switzerland) and the Swiss Federal Council Ordinance on Measures to Combat the COVID-19 Epidemic in International Passenger Transport (including the possibility of quarantine requirements, entry and international travel restrictions), shareholders are not permitted to attend the Annual General Meeting in person. Therefore, in accordance with the Swiss Federal Act on the Statutory Principles for Federal Council Ordinances on Combating the COVID-19 Epidemic and the Swiss Federal Council Ordinance 3 on Measures to Combat the Coronavirus (COVID-19), TE decided that shareholders and beneficial owners of our shares must exercise their voting rights by giving proxy related voting instructions to the independent proxy either electronically or by promptly completing, signing, dating and returning your proxy card or voting instruction card as described in this proxy statement.

We look forward to welcoming shareholders in person at general meetings of shareholders that take place following the 2022 Annual General Meeting, consistent with our long-standing practice.

We look forward to your ongoing support of TE.

Sincerely,

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Thomas J. Lynch

Chairman of the Board

TE Connectivity Ltd.

Mühlenstrasse 26

CH-8200 Schaffhausen, Switzerland

Tel: +41 (0) 52 633 66 61


Table of Contents

Invitation to the Annual General Meeting of Shareholders

1

Proxy Summary

5

Proxy Statement

10

Questions and Answers About This Proxy Statement and Voting

10

Security Ownership of Certain Beneficial Owners and Management

16

4

Agenda Item No. 1—Election of Directors

18

Nominees for Election

18

Corporate Governance

31

The Board of Directors and Board Committees

37

4

Agenda Item No. 2—Election of the Chairman of the Board of Directors

41

4

Agenda Item No. 3—Election of the Members of the Management Development and Compensation Committee

42

Executive Officers

43

Compensation Discussion and Analysis

45

Management Development and Compensation Committee Report

61

Compensation Committee Interlocks and Insider Participation

61

Executive Officer Compensation

62

CEO Pay Ratio

70

Compensation of Non-Employee Directors

72

Certain Relationships and Related Transactions

74

Delinquent Section 16(a) Reports

75

Audit Committee Report

76

4

Agenda Item No. 4—Election of the Independent Proxy

78

4

Agenda Item No. 5—Approval of the Annual Report and Financial Statements for the Fiscal Year Ended September 24, 2021

79

4

Agenda Item No. 6—Release of the Members of the Board of Directors and Executive Officers for Activities During the Fiscal Year Ended September 24, 2021

82

4

Agenda Item No. 7—Election of Auditors

83

4

Agenda Item No. 8—Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)

86

4

Agenda Item No. 9—Binding Vote to Approve Fiscal Year 2023 Maximum Aggregate Compensation Amount for Executive Management

88

4

Agenda Item No. 10—Binding Vote to Approve Fiscal Year 2023 Maximum Aggregate Compensation Amount for the Board of Directors

91

4

Agenda Item No. 11—Carryforward of Unappropriated Accumulated Earnings

93

4

Agenda Item No. 12—Declaration of Dividend

94

4

Agenda Item No. 13—Authorization Relating to Share Repurchase Program

96

4

Agenda Item No. 14—Renewal of Authorized Capital

98

4

Agenda Item No. 15— Approval of Reduction of Share Capital For Shares Acquired Under Our Share Repurchase Program

100

4

Agenda Item No. 16—Adjournments or Postponements of the Meeting

102

Additional Information

103

TE Connectivity 2023 Annual General Meeting of Shareholders

103

Where You Can Find More Information

104

2022 Annual General Meeting Proxy Statement

i


TE CONNECTIVITY LTD.

Mühlenstrasse 26

CH-8200 Schaffhausen, Switzerland

Invitation to the Annual General Meeting of Shareholders

Time and Date:

2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time), on March 9, 2022

Place:

Bär & Karrer Ltd., Brandschenkestrasse 90, CH-8002 Zurich, Switzerland

Agenda Items:

1. Election of twelve (12) director nominees proposed by the Board of Directors;

2. Election of the Chairman of the Board of Directors;

3. Election of the members of the Management Development and Compensation Committee;

4. Election of the Independent Proxy;

5. Approval of (i) the 2021 Annual Report of TE Connectivity Ltd. (excluding the statutory financial statements for the fiscal year ended September 24, 2021, the consolidated financial statements for the fiscal year ended September 24, 2021 and the Swiss Compensation Report for the fiscal year ended September 24, 2021), (ii) the statutory financial statements of TE Connectivity Ltd. for the fiscal year ended September 24, 2021, and (iii) the consolidated financial statements of TE Connectivity Ltd. for the fiscal year ended September 24, 2021;

6. Release of the members of the Board of Directors and executive officers of TE Connectivity for activities during the fiscal year ended September 24, 2021;

7. Election of (i) Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2022, (ii) Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor until our next annual general meeting, and (iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our next annual general meeting;

8. Advisory Vote to Approve Named Executive Officer Compensation;

9. Binding vote to approve fiscal year 2023 maximum aggregate compensation amount for executive management;

10. Binding vote to approve fiscal year 2023 maximum aggregate compensation amount for the Board of Directors;

11. Carryforward of unappropriated accumulated earnings;

12. Declaration of dividend;

13. Authorization relating to Share Repurchase Program;

14. Renewal of Authorized Capital;

15. Approval of reduction of share capital for shares acquired under our share repurchase program; and

16. Approval of any adjournments or postponements of the meeting.

2022 Annual General Meeting Proxy Statement

1


Persons Who Will

Receive Proxy Materials:

Under rules of the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, or the Notice, to our shareholders registered in our share register as of the close of business (Eastern Standard Time) on January 6, 2022. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice also instructs you on how you may submit your proxy over the Internet or via mail. You will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or as otherwise described in the next paragraph. This permits us to conserve natural resources and reduce our printing costs, while giving shareholders a convenient and efficient way to access our proxy materials and vote their shares.

A copy of the proxy materials, including a proxy card, also will be sent to any additional shareholders who are registered in our share register as shareholders with voting rights, or who become beneficial owners through a nominee registered in our share register as a shareholder with voting rights, as of the close of business (Eastern Standard Time) on February 17, 2022.

Admission to Meeting

and Persons Eligible

to Vote:

Shareholders who are registered with voting rights in our share register as of the close of business (Eastern Standard Time) on February 17, 2022 have the right to vote their shares, or may grant a proxy to vote on each of the agenda items in this invitation and any other matter properly presented at the meeting for consideration.

Shareholders who hold their shares in the name of a bank, broker or other nominee (“Beneficial Owners”) should follow the instructions provided by their bank, broker or nominee.

Due to the ongoing global public health emergency resulting from the COVID-19 pandemic, the 2022 Annual General Meeting will not take place in its usual format. In accordance with the Swiss Federal Council Ordinance on Measures during the Special Situation to Combat the COVID-19 Epidemic (currently providing for restrictions on public gatherings in Switzerland) and the Swiss Federal Council Ordinance on Measures to Combat the COVID-19 Epidemic in International Passenger Transport (including the possibility of quarantine requirements, entry and international travel restrictions), shareholders are not permitted to attend the Annual General Meeting in person. Therefore, in accordance with the Swiss Federal Act on the Statutory Principles for Federal Council Ordinances on Combating the COVID-19 Epidemic and the Swiss Federal Council Ordinance 3 on Measures to Combat the Coronavirus (COVID-19), TE decided that shareholders and beneficial owners of our shares must exercise their voting rights by giving proxy related voting instructions to the independent proxy either electronically or by promptly completing, signing, dating and returning your proxy card or voting instruction card as described in this proxy statement.

We look forward to welcoming shareholders in person at general meetings of shareholders that take place following the 2022 Annual General Meeting, consistent with our long-standing practice.

2

2022 Annual General Meeting Proxy Statement


Granting of Proxy:

Shareholders of record with voting rights may appoint Dr. René Schwarzenbach, Proxy Voting Services GmbH, as independent proxy, with full rights of substitution, to vote their shares in accordance with provided instructions, pursuant to article 9 of the Swiss Ordinance Against Excessive Compensation at Listed Corporations (the “Swiss Ordinance”). The Swiss Ordinance prohibits from acting as proxies Company officers (Organstimmrechtsvertretung) and institutions subject to the Swiss Federal Law on Banks and Savings Banks as well as professional asset managers that hold proxies for holders of record concerning deposited shares (Depotstimmrechtsvertretun).

The proxies granted to the independent proxy must be received no later than 5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time) on March 8, 2022. A shareholder of record who gives a proxy may revoke it at any time before it is exercised by giving notice of the revocation, or, subject to timing limitations, by delivering a revocation letter and subsequent proxy card to the independent proxy.

With regard to the items listed on the agenda, or if new agenda items (other than those on the agenda) or new proposals or motions regarding agenda items set out in this Invitation to the Annual General Meeting are being put forth at the meeting, the independent proxy will vote in accordance with the specific instructions of the shareholder, or if selected by the shareholder in granting the proxy as a general instruction, in accordance with the recommendation of the Company’s Board of Directors at the meeting, or abstain from voting if the shareholder did not provide instructions.

Date of Availability:

Our proxy materials are being made available on or about January 13, 2022 to each shareholder of record of TE Connectivity registered shares at the close of business (Eastern Standard Time) on January 6, 2022.

By order of the Board of Directors,

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Harold G. Barksdale

Corporate Secretary

January 13, 2022

Cautionary Note Regarding Forward-Looking Statements

All statements made in this document, other than statements of historical or current facts, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking and other statements in this document address our environmental, social, governance and sustainability plans and goals, among other matters. The inclusion of such statements is not an indication that this content is necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” “will” and similar expressions are generally intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021. The company undertakes no obligation to update any forward-looking or other statements.

2022 Annual General Meeting Proxy Statement

3


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4

2022 Annual General Meeting Proxy Statement


PROXY STATEMENT SUMMARY

This summary highlights information that is contained elsewhere in this proxy statement. It does not include all information necessary to make a voting decision, and you should read this proxy statement in its entirety before casting your vote.

TE at a Glance

A global industrial technology leader creating a safer, sustainable, productive and connected future. Our broad range of connectivity and sensor solutions, proven in the harshest environments, enable advancements in transportation, industrial applications, medical technology, energy, data communications and the home.

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Workflow

  

Factory

$14.9B

FY21 Annual Revenue

  

247B

Products Manufactured

Annually

  

100+

Global Manufacturing Sites

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140

Countries

Where We Serve Customers

  

89,000

Employees

Including 8,000+ Engineers

  

15k

Patents Worldwide

Granted or Pending

Technology & Innovation

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Solutions that power electric vehicles, aircraft, digital factories, and smart homes. Innovation that enables life-saving medical care, sustainable communities, efficient utility networks, and the global communications infrastructure. We partner with customers to produce highly engineered connectivity and sensing products that make a connected world possible.

Diversification

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Our focus on reliability and durability, our commitment to progress, and the broad range of our product portfolio enables companies large and small to turn ideas into technology that can transform how the world works and lives tomorrow.

Global Scale

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With employees, customers, engineering centers and factories around the world, and our sales coming almost equally from the Americas, Asia-Pacific and Europe/Middle East/Africa regions, we have the advantage of being a truly global industrial technology leader.

2022 Annual General Meeting Proxy Statement

5


Corporate governance summary

Director nominees


Board changes since 2016

5 of 10 independent directors have joined the Board


   

   

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Terrence R. Curtin
Executive Director

Chief Executive Officer,
TE Connectivity Ltd.

Age 53 Tenure 2016

Carol A. (“John”) Davidson
Independent

Former Senior Vice President
Controller and Chief Accounting
Officer, Tyco International Ltd.

Age 66 Tenure 2016

Committee: AC (Chair) (Financial Expert)

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Laura H. Wright
Independent

Former Chief Financial Officer,
Southwest Airlines Co.

Age 61 Tenure 2014

Committee: AC (Financial Expert)

Dawn C. Willoughby
Independent

Former Executive Vice
President and Chief
Operating Officer
The Clorox Company

Age 52 Tenure 2020

Committee: MDCC


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Meeting attendance

100%

Overall attendance at
Board and committee meetings
There were 8 Board meetings in 2021

Mark C. Trudeau
Independent

President, Chief Executive
Officer, Mallinckrodt plc

Age 60 Tenure 2016

Committee: MDCC

Abhijit Y. Talwalkar
Independent

Former President and Chief Executive Officer, LSI Corporation

Age 57 Tenure 2017

Committee: MDCC (Chair)

Committees:

AC – Audit

MDCC – Management Development &
Compensation

NGCC – Nominating
Governance & Compliance

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6

2022 Annual General Meeting Proxy Statement


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Independence – Director Nominees

Independent 9

Not Independent 3

Lynn A. Dugle

Independent

Former Chief Executive Officer, President and Chairman of the Board, Engility Holdings, Inc.

Age 62 Tenure 2020

Committee: AC (Financial Expert)

William A. Jeffrey
Independent

Retired Chief Executive Officer, SRI International

Age 62 Tenure 2012

Committee: NGCC


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Syaru Shirley Lin
Independent

Compton Visiting Professor, World Politics, White Burkett Miller Center of Public Affairs, University of Virginia

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Age 53 Tenure Nominee

Expected Committee: NGCC

Thomas J. Lynch

Non-Executive Chairman
since 2018

Former Chief Executive Officer, TE Connectivity Ltd.

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Age 67 Tenure 2007

Yong Nam

Independent

Chairman of the Board,

DL E&C Co., Ltd.

Age 73 Tenure 2012

Committee: NGCC

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Heath A. Mitts
Executive Director

Executive Vice President and
Chief Financial Officer,
TE Connectivity Ltd.

Age 50 Tenure 2021

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Lead Independent Director

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Board maintains a Lead Independent Director with Robust Authority

2022 Annual General Meeting Proxy Statement

7


Executive Compensation Summary

Executive Compensation Governance Highlights

We have established several best practices that help ensure our compensation programs remain aligned with shareholder interests.

What We Do

    Link pay to performance with a high percentage of variable compensation

    Include a “clawback” provision in all executive officer incentive award agreements (both annual and long-term)

    Perform annual say-on-pay advisory vote for shareholders

    Maintain robust stock ownership requirements for executives (6x CEO, 3x executive officers)

    Perform mandatory (under Swiss Law) say-on-pay vote on maximum aggregate compensation for Board of Directors and executive management

    Include performance criteria in incentive plans to utilize tax deductibility where applicable and appropriate

    Follow principles of executive compensation that are included in our articles of association and have been approved by our shareholders

    Retain a fully independent external compensation consultant whose independence is reviewed annually by the MDCC

    Design compensation programs to mitigate undue risk-taking

    Provide only limited non-business aircraft usage to the CEO

    Align executive compensation with shareholder returns through long-term incentives

    Maintain an insider trading policy applicable to all executive officers and employees

    Cap incentive compensation payments for individuals including our CEO

    Review share utilization annually

What We Do Not Do

x    Provide tax gross ups for executives except under our relocation program

x   Provide excise tax gross ups

x    Provide perquisites for executive officers except for limited non-business aircraft usage for our CEO

x    Re-price underwater stock options

  Provide tax gross ups for personal aircraft use

   Allow hedging or pledging of TE securities

8

2022 Annual General Meeting Proxy Statement


Historical “Say on Pay” votes

The Management Development and Compensation Committee believes the results of last year’s “Say on Pay” vote affirmed our shareholders’ support of our Company’s executive compensation program. This confirmed our decision to maintain a consistent overall approach in setting executive compensation for 2021.

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Executive Compensation Principles

Our executive compensation philosophy calls for competitive total compensation that will reward executives for achieving individual and corporate performance objectives and will attract, motivate and retain leaders who will drive the creation of shareholder value. In setting compensation we adhere to the following core principles:

  

Shareholder Alignment

  

Performance Based

  

Appropriate Risk

  

Competitive with
external talent market

  

Focus on executive
stock ownership

  

Simple and Transparent

  

Fair and Equitable

Fiscal 2021 Compensation Highlights

Executive Compensation Actions

Base Salaries

Mr. Kroeger received a 6.5% base salary increase to recognize his promotion to President, Industrial Solutions, none of our other NEOs received base salary increases for fiscal year 2021.

Equity Award Values

Delivered annual equity awards for the CEO and the other NEOs that represented meaningful year-over-year increases in value in order to keep pace and ensure alignment with the market and to reflect strong individual performance and contributions during a difficult year.

Target Cash Incentives

Messrs. Mitts, Merkt and Kroeger received target bonus increases to better align their total direct compensation with market practice.

Equity Award Structure

Equity incentive awards for the CEO and the other NEOs were in the form of stock options (50%) and performance stock units (50%).

2022 Annual General Meeting Proxy Statement

9


PROXY STATEMENT

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

TE CONNECTIVITY LTD.

TO BE HELD ON WEDNESDAY, MARCH 9, 2022

QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING

Why am I receiving these materials?

TE Connectivity’s Board of Directors is soliciting your proxy to vote at the Annual General Meeting to be held at 2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time), on March 9, 2022, at Bär & Karrer Ltd., Brandschenkestrasse 90, CH-8002 Zurich, Switzerland. The information provided in this proxy statement is for your use in determining how you will vote on the agenda items described herein.

We have made available our proxy materials to each person who is registered as a holder of our shares in the register of shareholders (such owners are often referred to as “holders of record” or “record holders”) as of the close of business (Eastern Standard Time) on January 6, 2022. We also will send a copy of the proxy materials, including the proxy card, to any holder of record who requests them in the manner set forth in the Notice and to any additional shareholders who become registered in our share register after the close of business (Eastern Standard Time) on January 6, 2022 and continue to be registered in our share register at the close of business (Eastern Standard Time) on February 17, 2022. Distribution to shareholders of the Notice of Internet Availability of Proxy Materials (the “Notice”), is scheduled to begin on or about January 13, 2022.

We have requested that banks, brokerage firms and other nominees who hold TE Connectivity shares on behalf of the owners of the shares (such owners are often referred to, and we refer to them below, as “beneficial owners,” “beneficial shareholders” or “street name holders”) as of the close of business (Eastern Standard Time) on January 6, 2022 forward the Notice to those beneficial shareholders and forward the proxy materials, along with a voting instruction card, for any additional beneficial owners who acquire their shares after January 6, 2022 and continue to hold them at the close of business (Eastern Standard Time) on February 17, 2022. We have agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

Are proxy materials available on the Internet?

Yes.

Important Notice regarding the Availability of Proxy Materials for the Annual General Meeting to be held on March 9, 2022.

Our proxy statement for the Annual General Meeting to be held on March 9, 2022, other proxy material and our annual report to shareholders for fiscal year 2021 is available at http://www.te.com/TEAnnualMeeting.

Under SEC rules, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our shareholders registered in our share register as of the close of business (Eastern Standard Time) on January 6, 2022. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice also instructs you on how you may submit your proxy over the Internet or via mail. You will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or you acquire your shares after January 6, 2022 and continue to be registered in our share register at the close of business (Eastern Standard Time) on February 17, 2022, in which case we will send you the proxy materials. This permits us to conserve natural resources and reduce our printing costs, while giving shareholders a convenient and efficient way to access our proxy materials and vote their shares. Our proxy materials are being made available on or about January 13, 2022.

10

2022 Annual General Meeting Proxy Statement


What agenda items are scheduled to be voted on at the meeting?

The sixteen (16)  agenda items scheduled for a vote are:

Agenda Item No. 1: To elect twelve (12) nominees proposed by the Board of Directors as directors to hold office until the next annual general meeting of shareholders;
Agenda Item No. 2: To elect the Chairman of the Board of Directors;
Agenda Item No. 3: To elect the members of the Management Development and Compensation Committee;
Agenda Item No. 4: To elect the independent proxy for the 2023 annual general meeting of shareholders;
Agenda Item No. 5: To approve (i) the 2021 Annual Report of TE Connectivity Ltd. (excluding the statutory financial statements for the fiscal year ended September 24, 2021, the consolidated financial statements for the fiscal year ended September 24, 2021 and the Swiss Compensation Report for the fiscal year ended September 24, 2021), (ii) the statutory financial statements of TE Connectivity Ltd. for the fiscal year ended September 24, 2021, and (iii) the consolidated financial statements of TE Connectivity Ltd. for the fiscal year ended September 24, 2021;
Agenda Item No. 6: To release the members of the Board of Directors and executive officers of TE Connectivity for activities during the fiscal year ended September 24, 2021;
Agenda Item No. 7: To elect (i) Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2022, (ii) Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor until our next annual general meeting, and (iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our next annual general meeting;
Agenda Item No. 8: To cast an advisory vote to approve named executive officer compensation;
Agenda Item No. 9: To cast a binding vote to approve fiscal year 2023 maximum aggregate compensation amount for executive management;
Agenda Item No. 10: To cast a binding vote to approve fiscal year 2023 maximum aggregate compensation amount for the Board of Directors;
Agenda Item No. 11: To approve the carryforward of unappropriated accumulated earnings;
Agenda Item No. 12: To approve a dividend payment to shareholders equal to $2.24 per issued share to be paid in four equal quarterly installments of $0.56 starting with the third fiscal quarter of 2022 and ending in the second fiscal quarter of 2023 pursuant to the terms of the dividend resolution;
Agenda Item No. 13: To approve authorization relating to share repurchase program;
Agenda Item No. 14: To approve the renewal of authorized capital;
Agenda Item No. 15: To approve a reduction of share capital for shares acquired under our share repurchase program and related amendments to our articles of association; and
Agenda Item No. 16: To approve any adjournments or postponements of the meeting.

What is the recommendation of the Board of Directors on each of the agenda items scheduled to be voted on at the meeting? How do the Board of Directors and executive officers intend to vote with respect to the agenda items?

TE Connectivity’s Board of Directors recommends that you vote FOR each of the agenda items listed above as recommended by our Board of Directors. Our directors and executive officers have indicated that they intend to vote their shares in favor of each of the agenda items, except for Agenda Item No. 6 (Release of the Members of the Board of Directors and Executive Officers of TE Connectivity for Activities during the Fiscal Year ended September 24, 2021), where they are by law precluded from voting their shares. On January 6, 2022, our directors and executive officers and their affiliates beneficially owned approximately 0.73% of the outstanding shares.

What is the difference between being a shareholder of record and a beneficial owner?

If your shares are registered directly in your name in our share register operated by our stock transfer agent, you are considered the “shareholder of record” of those shares.

If your shares are held in a stock brokerage account or by a bank or other nominee on your behalf and the broker, bank or nominee is registered in our share register as a shareholder with voting rights, your broker, bank or other nominee is considered the shareholder of record and you are considered the “beneficial owner” or “street name holder” of those shares. In this case, the shareholder of record that is registered as a shareholder with voting rights has forwarded either the Notice or the proxy materials, as applicable, and

2022 Annual General Meeting Proxy Statement

11


separate voting instructions, to you. As the beneficial owner, when directing the shareholder of record how to vote your shares, you should follow the voting instructions they have provided to you.

Who is entitled to vote?

Shareholders of record

All shareholders registered in our share register at the close of business (Eastern Standard Time) on February 17, 2022 are entitled to vote on the matters set forth in this proxy statement and any other matter properly presented at the meeting for consideration, provided such shareholders become registered as shareholders with voting rights by that time. See “— I am a shareholder of record. How do I become registered as a shareholder with voting rights?”

Beneficial owners

Beneficial owners whose banks, brokers or nominees are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business (Eastern Standard Time) on February 17, 2022 are entitled to vote on the matters set forth in this proxy statement and any other matter properly presented at the meeting for consideration, provided such banks, brokers or nominees become registered as shareholders with voting rights. See “— I am a shareholder of record. How do I become registered as a shareholder with voting rights?”

What if I am the record holder or beneficial owner of shares at the close of business (Eastern Standard Time) on January 6, 2022, but sell or otherwise transfer those shares before the close of business (Eastern Standard Time) on February 17, 2022?

Holders of record and beneficial owners will not be entitled to vote their shares or provide instructions to vote with respect to their shares if they hold shares at the close of business (Eastern Standard Time) on January 6, 2022 but sell or otherwise transfer those shares before the close of business (Eastern Standard Time) on February 17, 2022.

I am a shareholder of record. How do I become registered as a shareholder with voting rights?

If you are a shareholder of record, you have been registered as a shareholder with voting rights in our share register, unless in certain circumstances (such as failure to comply with particular disclosure requirements set forth in our articles of association) we have specifically advised you that you are registered as a shareholder without voting rights.

How do I attend the Annual General Meeting?

Due to the ongoing global public health emergency resulting from the COVID-19 pandemic, the 2022 Annual General Meeting will not take place in its usual format. In accordance with the Swiss Federal Council Ordinance on Measures during the Special Situation to Combat the COVID-19 Epidemic (currently providing for restrictions on public gatherings in Switzerland) and the Swiss Federal Council Ordinance on Measures to Combat the COVID-19 Epidemic in International Passenger Transport (including the possibility of quarantine requirements, entry and international travel restrictions), shareholders are not permitted to attend the Annual General Meeting in person. Therefore, in accordance with the Swiss Federal Act on the Statutory Principles for Federal Council Ordinances on Combating the COVID-19 Epidemic and the Swiss Federal Council Ordinance 3 on Measures to Combat the Coronavirus (COVID-19), TE decided that shareholders and beneficial owners of our shares must exercise their voting rights by giving proxy related voting instructions to the independent proxy either electronically or by promptly completing, signing, dating and returning your proxy card or voting instruction card as described in this proxy statement.

How do I vote if I am a shareholder of record?

If you are a registered shareholder, you can vote in the following ways:

By Internet: You can vote over the Internet at https://www.proxyvote.com by following the instructions in the Notice of Internet Availability of Proxy Materials previously sent to you or on the proxy card. By casting votes electronically, you will authorize the independent proxy, Dr. René Schwarzenbach, with full rights of substitution, to vote your shares on your behalf.

By Mail: You can vote by marking, dating and signing the proxy card (which will be sent to you at your request in accordance with instructions provided in the Notice) and returning it by mail for receipt by no later than indicated below. By marking, dating, signing and mailing the proxy card as instructed, you authorize the

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2022 Annual General Meeting Proxy Statement


independent proxy, Dr. René Schwarzenbach, with full rights of substitution, to vote your shares on your behalf. If you vote by proxy card/mail, you will need to return via mail your completed proxy card to the independent proxy, Dr. René Schwarzenbach, Proxy Voting Services GmbH, in the postage pre-paid return envelope provided with the proxy card.

In order to assure that your votes are tabulated in time to be voted at the Annual General Meeting, you must vote electronically by 5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time) on March 8, 2022, or submit your proxy card by mail so that it is received by 5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time) on March 8, 2022.

If you have voted electronically or timely submitted a properly executed proxy card, your shares will be voted by the independent proxy as you have instructed. If any other matters are properly presented at the meeting, the independent proxy will either (i) vote the shares represented by your completed proxy in accordance with the specific instructions given by you, (ii) if selected by you in granting your proxy (as a general instruction), in accordance with the recommendation of the Company’s Board of Directors at the meeting, or (iii) if no instructions are given, abstain from voting your shares.

How do I vote if I am a beneficial shareholder?

General: If you hold your shares in street name, you should provide instructions to your bank or broker on how you wish your vote to be recorded by following the instructions on your voting instruction form supplied to you by your bank or broker with these proxy materials.

Can I vote by Internet?

Yes. If you are a shareholder of record, see the Internet voting instructions provided on the Notice or proxy card. If you are a beneficial owner, see the voting instruction card provided by your bank, broker or other nominee.

Can I vote by telephone?

If you are a shareholder of record, you cannot vote by telephone. If you are a beneficial owner, see the voting instruction card provided by your broker, bank or other nominee for telephone voting instructions.

Can I appoint TE Connectivity officers as my proxy?

In accordance with Swiss regulations, shareholders may not appoint Company officers as proxies.

If my shares are held in “street name” by my broker, will my broker vote my shares for me?

We recommend that you contact your broker. Your broker can give you directions on how to instruct the broker to vote your shares. If you have not provided instructions to the broker, your broker will be able to vote your shares with respect to “routine” matters but not “non-routine” matters pursuant to New York Stock Exchange (“NYSE”) rules. We believe the following agenda items will be considered non-routine under NYSE rules and therefore your broker will not be able to vote your shares with respect to these agenda items unless the broker receives appropriate instructions from you: Agenda Item No. 1 (Election of Directors), Agenda Item No. 2 (Election of Chairman of the Board), Agenda Item No. 3 (Election of Members of Management Development and Compensation Committee), Agenda Item No. 6 (Release of the Members of the Board of Directors and Executive Officers of TE Connectivity for Activities During the Fiscal Year Ended September 24, 2021), Agenda Item No. 8 (Advisory Vote to Approve Named Executive Officer Compensation), Agenda Item No. 9 (Binding Vote to Approve Fiscal Year 2023 Maximum Aggregate Compensation Amount for Executive Management) and Agenda Item No. 10 (Binding Vote to Approve Fiscal Year 2023 Maximum Aggregate Compensation Amount for the Board of Directors).

What will happen if I don’t vote my shares?

If you are a shareholder of record and you do not vote electronically or sign and return a proxy card with votes indicated, no votes will be cast on your behalf on any of the items of business at the meeting. If you are a shareholder of record and you return a signed proxy card but make no specific direction as to how your shares are to be voted, the independent proxy will vote your shares in accordance with the general instruction “FOR” each of the director nominees and “FOR” each of the other agenda items (including each subpart thereof) and in accordance with the recommendation of the Board of Directors.

2022 Annual General Meeting Proxy Statement

13


If you are a beneficial shareholder and you do not provide voting instructions to your bank or broker, subject to any contractual arrangements, your bank or broker may vote your shares in its discretion on all agenda items except Agenda Item No. 1 (Election of Directors), Agenda Item No. 2 (Election of Chairman of the Board), Agenda Item No. 3 (Election of Members of Management Development and Compensation Committee), Agenda Item No. 6 (Release of the Members of the Board of Directors and Executive Officers of TE Connectivity for Activities During the Fiscal Year Ended September 24, 2021), Agenda Item No. 8 (Advisory Vote to Approve Named Executive Officer Compensation), Agenda Item No. 9 (Binding Vote to Approve Fiscal Year 2023 Maximum Aggregate Compensation Amount for Executive Management) and Agenda Item No. 10 (Binding Vote to Approve Fiscal Year 2023 Maximum Aggregate Compensation Amount for the Board of Directors), and no votes will be cast on your behalf on Agenda Items No. 1, No. 2, No. 3, No. 6, No. 8, No. 9 and No. 10.

How many shares can vote at the Annual General Meeting?

Our registered shares are our only class of voting stock. As of January 6, 2022, there were 326,008,594 registered shares issued and outstanding and entitled to vote; however, shareholders who are not registered in our share register as shareholders or do not become registered as shareholders with voting rights as of the close of business (Eastern Standard Time) on February 17, 2022 will not be entitled to attend, vote at or grant proxies to vote at, the Annual General Meeting. See “—I am a shareholder of record. How do I become registered as a shareholder with voting rights?” Shares duly represented at the Annual General Meeting will be entitled to one vote per share for each matter presented at the Annual General Meeting. Shareholders who are registered in our share register as of the close of business (Eastern Standard Time) on February 17, 2022 and who are registered with voting rights may vote at the Annual General Meeting as discussed under “—How do I vote if I am a shareholder of record?—At the Annual General Meeting.”

What quorum is required for the Annual General Meeting?

The presence, in person or by proxy, of at least the majority of the registered shares entitled to vote constitutes a quorum for the conduct of business at the Annual General Meeting.

What vote is required for approval of each agenda item and what is the effect of broker non-votes and abstentions?

The following agenda items require the affirmative vote of a majority of the votes cast at the Annual General Meeting, whether in person or by proxy. A majority means at least half plus one additional vote of the votes which are cast at a general meeting of shareholders.

Agenda Item No. 1: Election of twelve (12) director nominees proposed by the Board of Directors;
Agenda Item No. 2: Election of the Chairman of the Board of Directors;
Agenda Item No. 3: Election of the members of the Management Development and Compensation Committee;
Agenda Item No. 4: Election of the Independent Proxy;
Agenda Item Nos. 5.1, 5.2 and 5.3: Approval of (i) the 2021 Annual Report of TE Connectivity Ltd. (excluding the statutory financial statements for the fiscal year ended September 24, 2021, the consolidated financial statements for the fiscal year ended September 24, 2021 and the Swiss Compensation Report for the fiscal year ended September 24, 2021), (ii) the statutory financial statements of TE Connectivity Ltd. for the fiscal year ended September 24, 2021, and (iii) the consolidated financial statements of TE Connectivity Ltd. for the fiscal year ended September 24, 2021;
Agenda Item Nos. 7.1, 7.2 and 7.3: Election of (i) Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2022, (ii) Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor until our next annual general meeting, and (iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our next annual general meeting;
Agenda Item No. 8: Advisory Vote to Approve Named Executive Officer Compensation;
Agenda Item No. 9: Binding vote to approve fiscal year 2023 maximum aggregate compensation amount for executive management;
Agenda Item No. 10: Binding vote to approve fiscal year 2023 maximum aggregate compensation amount for the Board of Directors;
Agenda Item No. 11: Carryforward of unappropriated accumulated earnings;
Agenda Item No. 12: Declaration of dividend;
Agenda Item No. 13: Authorization relating to share repurchase program

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2022 Annual General Meeting Proxy Statement


Agenda Item No. 15: Share capital reduction for shares acquired under our share repurchase program;
Agenda Item No. 16: Approval of any adjournments or postponements of the meeting.

The following agenda item requires the affirmative vote of a majority of the votes cast at the Annual General Meeting, whether in person or by proxy, not counting the votes of any member of the Board of Directors or any executive officer of TE Connectivity.

Agenda Item No. 6: The release of the members of the Board of Directors and executive officers for activities during the fiscal year ended September 24, 2021;

The following agenda item requires the affirmative vote of two-thirds of the share votes represented and the absolute majority of the par value of the represented shares with voting rights that are represented at the Annual General Meeting, whether in person or by proxy.

Agenda Item No. 14: Renewal of authorized capital.

Registered shares which are represented by broker non-votes (which occur when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner) and registered shares which are cast as abstentions on any matter, are counted towards the determination of a quorum but will not be counted as a vote cast and will be disregarded and have no effect on the proposal.

Who will count the votes and certify the results?

An independent vote tabulator will count the votes. Broadridge Financial Solutions has been appointed by the Board of Directors as the independent inspector of election and will determine the existence of a quorum, validity of proxies, and certify the results of the voting. Following the certification of the vote by the independent inspector of election, the Chairman of the Annual Shareholders Meeting will certify the vote to the Swiss notary public.

If I vote and then want to change or revoke my vote, may I?

If you are a shareholder of record and have (i) voted via the Internet, you may change your vote and revoke your proxy by submitting subsequent voting instructions via the Internet by the deadline for Internet voting; (ii) submitted a proxy card to the independent proxy, you may change or revoke your vote by submitting a revocation letter and new proxy card directly to the independent proxy so that it is received by no later than 5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time) on March 8, 2022.

Written revocations to the independent proxy should be directed to the following address: Dr. René Schwarzenbach, Proxy Voting Services GmbH, Grossmünsterplatz 1, Postfach 173, CH-8024 Zürich, Switzerland.

If your shares are held in a stock brokerage account or by a bank or other nominee on your behalf, follow the voting instructions provided to you with these materials to determine how you may change your vote.

Can I sell my shares before the meeting if I have voted?

Yes. TE Connectivity does not block the transfer of shares before the meeting. However, unless you are a shareholder of record with voting rights at the close of business (Eastern Standard Time) on February 17, 2022, your vote will not be counted.

Whom may I contact for assistance?

You should contact D. F. King & Co., Inc., whom we have engaged as a proxy solicitor for the Annual General Meeting. The contact information for D. F. King is below:

D. F. King & Co., Inc.

(800) 290-6429 (US callers only)

+1 (212) 269-5550

Email: TEL@dfking.com (reference TE Connectivity in the subject line)

2022 Annual General Meeting Proxy Statement

15


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of outstanding shares of TE Connectivity beneficially owned as of January 6, 2022 by each current director and nominee, each executive officer named in the Summary Compensation table and all of our executive officers, directors and nominees as a group. The address of our executive officers, directors and nominees is c/o TE Connectivity, 1050 Westlakes Drive, Berwyn, Pennsylvania 19312.

Number of

Shares

Beneficially

Beneficial Owner

    

Owned(1)

Directors, Nominees and Executive Officers:

 

Terrence R. Curtin(2)(3)(6)(7)

 

949,493

John S. Jenkins, Jr.(2)(6)

 

111,370

Steven T. Merkt(2)(6)

 

187,053

Heath A. Mitts(2)(3)(6)

 

224,323

Shadrak W. Kroeger(2)(6)

 

172,620

Pierre R. Brondeau(4)

 

38,499

Carol A. (“John”) Davidson(3)

 

14,137

Lynn A. Dugle(3)

3,215

William A. Jeffrey(3)

 

20,266

Syaru Shirley Lin(5)

0

Thomas J. Lynch(3)(6)(8)

 

200,237

Yong Nam(3)

 

19,781

Daniel J. Phelan(4)

 

34,617

Abhijit Y. Talwalkar(3)

 

9,631

Mark C. Trudeau(3)

 

10,537

Dawn C. Willoughby(3)

 

3,215

Laura H. Wright(3)

14,489

All directors, nominees and executive officers as a group (21 persons)(6)(7)(8)

 

2,396,020


(1)The number shown reflects the number of shares owned beneficially as of January 6, 2022 based on information furnished by the persons named, public filings and TE Connectivity records. Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Except as otherwise indicated in the notes below and subject to applicable community property laws, each owner has sole voting and sole investment power with respect to all shares beneficially owned by such person. To the extent indicated in the notes below, shares beneficially owned by a person include shares of which the person has the right to acquire beneficial ownership within 60 days after January 6, 2022. All current directors, nominees and executive officers as a group beneficially owned 0.73% of the outstanding shares as of January 6, 2022. No current director, nominee or executive officer appearing in the above table beneficially owned 1.0% or more of the outstanding shares as of January 6, 2022.
(2)The named person is designated in the Summary Compensation table as a named executive officer.
(3)The named person is a director and nominee for director.
(4)The person is a current director however is not standing for re-election at the 2022 Annual General Shareholders meeting
(5)The named person is a nominee for director.
(6)Includes shares issuable upon the exercise of stock options presently exercisable or exercisable within 60 days after January 6, 2022 as follows: Mr. Curtin—854,524; Mr. Jenkins— 89,974; Mr. Merkt— 139,424; Mr. Mitts—187,462; Mr. Kroeger—157,025; Mr. Lynch—43,700; all executive officers as a group—1,715,533.
(7)Includes 40,000 shares held by a family trust.
(8)Includes 15,000 shares held by a charitable remainder trust and 32,175 shares held in a grantor retained annuity trust.

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2022 Annual General Meeting Proxy Statement


The following table sets forth the information indicated for persons or groups known to us to be beneficial owners of more than 5% of our outstanding shares beneficially owned as of January 6, 2022.

Number of

    

Percentage

 

Name and Address of Beneficial Owner

    

Shares

of Class

 

The Vanguard Group(1)

 

25,101,453

 

7.6

%

100 Vanguard Blvd.

Malvern, PA 19355

Dodge & Cox(2)

 

23,312,540

 

7.0

%

555 California Street, 40th Floor

San Francisco, CA 94104

Capital World Investors(3)

 

18,398,480

 

5.6

%

333 South Hope Street, 55th Fl

Los Angeles, CA 90071


(1)This information is based on a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group, which reported sole voting power, sole dispositive power, and shared dispositive power as follows: sole voting power—0, shared voting power—499,240, sole dispositive power—23,709,318, and shared dispositive power—1,392,135.
(2)This information is based on a Schedule 13G/A filed with the SEC on February 11, 2021 by Dodge & Cox, which reported sole voting power and sole dispositive power as follows: sole voting power—22,350,940 and sole dispositive power—23,312,540.
(3)This information is based on a Schedule 13G filed with the SEC on February 16, 2021 by Capital World Investors, which reported sole voting power and sole dispositive power as follows: sole voting power— 18,355,858 and sole dispositive power—18,398,480.

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17


AGENDA ITEM NO. 1—ELECTION OF DIRECTORS

Motion Proposed by the Board of Directors

At the Annual General Meeting, upon the recommendation of the Nominating, Governance and Compliance Committee, the Board of Directors proposes twelve (12) nominees for individual election as directors to hold office until the Annual General Meeting of shareholders in 2023. Eleven (11) nominees are current directors of TE Connectivity Ltd.   One director nominee, Syaru Shirley Lin, is not a current director of TE Connectivity Ltd. The Nominating, Governance and Compliance Committee retained a third party search firm to assist it in identifying Ms. Lin for Board membership. Current board member Daniel Phelan was not nominated for re-election because he has reached the board’s retirement age of 72 this year and current board member Pierre Brondeau has decided to retire from the Board of Directors and not stand for reelection.  All nominees are listed below with brief biographies.

Vote Requirement to Elect Directors

The approval of a majority of the votes cast at the meeting, whether in person or by proxy, is required for approval of the election of each of the twelve (12) nominees for director.

RECOMMENDATION

A picture containing text, clipart, sign

Description automatically generatedThe Board of Directors recommends a vote “FOR” the election of each of the twelve (12) nominees for director.

NOMINEES FOR ELECTION

Qualifications of Nominees Recommended by the Board of Directors

TE promotes a high performing culture through highly engaged employees who are both inclusive and open to diverse perspectives, fostering TE’s purpose of creating a safer, sustainable, productive and connected future. The Company executes on this vision by building on three central pillars – Inclusion, Diversity and Engagement. See “Board Diversity and Self-Assessment” below for additional information.

The Company’s Board Governance Principles require that the Board as a whole is constituted to be strong in its collective knowledge of and diversity of experience in accounting and finance, management and leadership, vision and strategy, business operations, business judgment, crisis management, risk assessment, industry knowledge, corporate governance and global markets. The Nominating, Governance and Compliance Committee designs searches for candidates to fill vacancies on the board and makes recommendations for director nominations to the board. When preparing to search for a new director, the committee takes into account the experience, qualifications, skills and expertise of the board's current members. The committee seeks candidates who have a history of achievement and leadership and are experienced in areas relevant to the Company's business such as international trade, finance, technology, manufacturing processes and marketing. The committee also considers independence, as defined by applicable law, stock exchange listing standards and the categorical standards listed in the Company's Board Governance Principles, which are set forth in the "Board Organization and Independence of its Members" section of the Principles, and which can be found on the Company's website at https://www.te.com/content/dam/te-com/documents/about-te/our-company/global/leadership/leadership-documents/board-governance-principles-2019.pdf.

To assist with determining the needs of the board, the Nominating, Governance and Compliance Committee developed and maintains a Diversity and Skills Matrix to assist in the consideration of the appropriate balance of experience, skills and attributes required of a director and to be represented on the board of directors as a whole. The Diversity and Skills Matrix is based on the Company's strategic plan and is reviewed and updated by the Board on a regular basis. The Nominating, Governance and Compliance Committee evaluates candidates against the Diversity and Skills Matrix when determining whether to recommend candidates for initial election to the Board of Directors and when determining whether to recommend currently serving directors for re-election. In addition, our Board considers director tenure in

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2022 Annual General Meeting Proxy Statement


connection with evaluating current directors for nomination for re-election. It is the general policy of the Board not to nominate directors who have reached the age of 72 for re-election, although the Board may determine to waive this policy in individual cases. See “Board Retirement Policy” below for additional information.

The professional experience, qualifications, skills and expertise of each nominee is set forth immediately below and in the director Diversity and Skills Matrix that follows the Board’s biographies. The Board and the Company believe that all nominees possess additional qualities, business knowledge and personal attributes valuable to their service on the Board and that all have demonstrated commitment to ethical and moral values and personal and professional integrity.

The Board of Directors has concluded that the experience, qualifications, skills and expertise of each director nominee qualifies each nominee to serve as a director of the Company.

2022 Annual General Meeting Proxy Statement

19


Graphic

Age 53

Executive Director since 2016

Chief Executive Officer since 2017

Current Public Company Directorships

DuPont de Nemours Inc.

TE Board committee

None

Other Public Company Directorships within the past five years

None

Terrence R. Curtin - Executive Director

Chief Executive Officer, TE Connectivity Ltd.

Professional Highlights

Mr. Curtin has served as the Chief Executive Officer of TE Connectivity since March 2017. Previously Mr. Curtin served as President of TE Connectivity from March 2015 and immediately prior to that served as Executive Vice President and President, Industrial Solutions since August 2012. Previously he served as Executive Vice President and Chief Financial Officer from October 2006 through July 2012. Mr. Curtin served on the TE Connectivity Board prior to our separation from Tyco International and was Vice President and Corporate Controller at Tyco Electronics since 2001. Prior to joining TE Connectivity, Mr. Curtin worked for Arthur Andersen LLP. Mr. Curtin has a Bachelor’s degree in Accounting from Albright College.

Nominee Qualifications

Mr. Curtin has extensive knowledge of our Company and executive leadership experience having served as an employee of ours since 2001 and in executive leadership positions at TE Connectivity since 2006 including having served as our Chief Executive Officer since March 2017. In his prior role as President, Mr. Curtin was responsible for all of TE’s connectivity and sensor businesses and mergers and acquisitions activities. In his prior role as President, Industrial Solutions, Mr. Curtin was responsible for the operations and strategic direction of TE’s Industrial, Energy, and Aerospace, Defense, Oil and Gas businesses. As TE’s Executive Vice President and Chief Financial Officer, Mr. Curtin was responsible for developing and implementing the financial strategy for TE and for creating the financial infrastructure necessary to drive the Company’s financial direction, vision and compliance initiatives. Mr. Curtin is also a Certified Public Accountant and has been a member of the U.S. China Business Council since June 2018.

Graphic

Age 66

Director since 2016

Current Public Company Directorships

FMC Corporation
International Flavors & Fragrances Inc.

TE Board committee

Audit (Chair)

Financial Expert

Other Public Company Directorships within the past five years

Carol A. (“John”) Davidson – Independent

Former Senior Vice President, Controller and Chief Accounting Officer, Tyco International Ltd.

Professional Highlights

Mr. Davidson served as the Senior Vice President, Controller and Chief Accounting Officer of Tyco International Ltd., a provider of diversified industrial products and services, from January 2004 to September 2012. Between 1997 and 2004, Mr. Davidson held a variety of leadership roles at Dell Inc., a computer and technology services company, including the positions of Vice President, Audit, Risk and Compliance, and Vice President, Corporate Controller. From 1981 to 1997, Mr. Davidson held a variety of accounting and financial leadership roles at Eastman Kodak Company, a provider of imaging technology products and services. He holds a Bachelor of Science in Accounting from St. John Fisher College and an MBA from the University of Rochester.

Nominee Qualifications

Mr. Davidson is a Certified Public Accountant with extensive leadership experience across multiple industries and brings a strong track record of building and leading global teams and implementing governance and controls processes. From January 2013 to August 2018 he served on the Board of Governors of the Financial Industry Regulatory Authority (FINRA), an independent regulator of securities firms. In addition, until December 2015, he was a member of the Board of Trustees of the Financial Accounting Foundation which oversees financial accounting and reporting standards setting processes for the United States. Mr. Davidson’s significant experience with complex accounting and financial issues combined with his knowledge of public reporting requirements and processes

20

2022 Annual General Meeting Proxy Statement


Allergan plc
Legg Mason, Inc
DaVita Inc.
Pentair plc

bring accounting and financial management insight to the Board. Mr. Davidson brings over ten years of public company directorship experience to the Board.

Financial Expert)

Graphic

Age 62

Director since 2020

Current Public Company Directorships

KBR, Inc.
Micron Technology Inc.

TE Board committee

Audit

Financial Expert

Other Public Company Directorships within the past five years

State Street Corporation

Lynn A. Dugle Independent

Former Chief Executive Officer, President and Chairman of the Board, Engility Holdings, Inc.

Professional Highlights

Ms. Dugle joined Engility in 2016 and formerly served as Engility’s (NYSE: EGL) chief executive officer, president and chairman of the board of directors before leading the sale of the company to SAIC (NYSE: SAIC) in 2019. Prior to joining Engility, Ms. Dugle spent more than a decade in senior management positions at Raytheon and retired from the company in March 2015 as a Raytheon Company vice president and President of Raytheon Intelligence, Information and Services (IIS) which housed Raytheon’s Cyber and Special Operations division. Prior to her President’s role, Ms. Dugle was vice president of engineering, technology and quality for the former Raytheon Network Centric Systems (NCS). Before joining Raytheon in April 2004, Ms. Dugle held a number of officer-level positions culminating in a general management role with ADC Telecommunications. Ms. Dugle earned a bachelor’s of science in technical management and a bachelor’s of arts in Spanish from Purdue University. She received a master’s of business administration from The University of Texas at Dallas.

Nominee Qualifications

Ms. Dugle has more than 30 years of executive leadership experience in defense, intelligence and high-tech industries. As the former Chief Executive Officer and Chairman of Engility Holdings, Ms. Dugle brings to the Board valuable experience in leading the development of large businesses with a focus on information, technology and security matters. Prior to her role at Engility, Ms. Dugle was responsible for advanced cyber solutions, cyber security services and information-based solutions at Raytheon. Ms. Dugle also has leadership experience with respect to strategy and global operations, including with respect to engineering, technology and quality functions.

2022 Annual General Meeting Proxy Statement

21


Compliance

Graphic

Age 62

Director since 2012

Current Public Company Directorships

None

TE Board committee

Nominating Governance & Compliance

Other Public Company Directorships within the past five years

None

William A. Jeffrey – Independent

Retired Chief Executive Officer, SRI International

Professional Highlights

The Honorable Dr. William A. Jeffrey served as Chief Executive Officer of SRI International, a research and development organization serving government and industry, from September 2014 to December 2021. From September 2008 through August 2014, Dr. Jeffrey was Chief Executive Officer and President of HRL Laboratories, LLC, an automotive, aerospace and defense research and development laboratory. From 2007 through 2008, he was the Director of the Science and Technology Division of the Institute for Defense Analyses and prior to that he was Director of the National Institute of Standards and Technology from 2005. From 2002 to 2005, Dr. Jeffrey served in the White House as Senior Director of Homeland and National Security and Assistant Director of Space and Aeronautics in the Executive Office of the President, Office of Science and Technology Policy. He began his career at the Institute for Defense Analyses in 1988.

Nominee Qualifications

Dr. Jeffrey brings exceptional technical and scientific expertise and leadership experience to the Board as a former CEO of a private technology research organization with broad technical experience relevant to TE’s major markets as well as in innovation strategies, particularly as related to research and development. He has almost 20 years of government executive experience and experience in U.S. public policy.

Graphic

Age 67

Director since 2007

Non-Executive Chairman since 2018

Current Public Company Directorships

Automatic Data Processing, Inc.
Cummins Inc.
Thermo Fisher Scientific Inc.

TE Board committee

None

Other Public Company Directorships within the past five years

None

Thomas J. LynchNon-Executive Chairman of TE Connectivity

Former Chief Executive Officer, TE Connectivity Ltd.

Professional Highlights

Mr. Lynch has served as the Non-Executive Chairman of TE Connectivity since March 2018 and was Executive Chairman from March 2017. He served as Chief Executive Officer of TE Connectivity from January 2006 to March 2017. Previously, he was President of Tyco Engineered Products and Services since joining Tyco International in September 2004. Prior to joining Tyco International, Mr. Lynch was at Motorola where he was Executive Vice President and President and Chief Executive Officer, Personal Communications Sector from August 2002 to September 2004; Executive Vice President and President, Integrated Electronic Systems Sector from January 2001 to August 2002; Senior Vice President and General Manager, Satellite & Broadcast Network Systems, Broadband Communications Sector from February 2000 to January 2001; and Senior Vice President and General Manager, Satellite & Broadcast Network Systems, General Instrument Corporation from May 1998 to February 2000. Mr. Lynch holds a Bachelor of Science degree in commerce from Rider University.

Nominee Qualifications

Mr. Lynch has extensive executive leadership experience in the electronics industry, having served as our chief executive officer for eleven years and, before that, as lead executive of business units at the company’s former parent. He has gained international expertise through management of the Company’s world-wide presence and as a member of the U.S. China Business Council through June 2018. Mr. Lynch’s education in accounting and commerce and experience on the audit, compensation and nominating committees of the boards of other large corporations provide him with valuable perspective for service on our Board.

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2022 Annual General Meeting Proxy Statement


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Age 53

Director nominee for 2022

Current Public Company Directorships

Langham Hospitality Investments

Other Public Company Directorships within the past five years

Swire Pacific
Mercuries Life Insurance

Syaru Shirley Lin Independent

Compton Visiting Professor, World Politics, White Burkett Miller Center of Public Affairs, University of Virginia

Professional Highlights

Ms. Lin has been a Compton Visiting Professor, World Politics, Miller Center of Public Affairs at the University of Virginia since 2019 and a lecturer in the Department of Politics at the University of Virginia since 2012. She is also a Nonresident Senior Fellow in the Foreign Policy Program of the Brookings Institution and Adjunct Professor at The Chinese University of Hong Kong where she has taught since 2010. She currently chairs the Asia-Pacific Hub of the Reform for Resilience Commission. Recently, she has taught at Tsinghua University (Beijing), National Chengchi University (Taipei) and Waseda University (Tokyo). Previously, she was with The Goldman Sachs Group, Inc. holding multiple positions, including Managing Director and Partner, Principal Investment Area, based in Hong Kong from 2000 to 2003, Vice President, Principal Investment Area from 1997 to–2000, and Associate, Corporate Finance, Investment Banking from 1994 to 1997.  Ms. Lin currently serves on the Board of Directors of Goldman Sachs Asia Bank, on the Board of Focused Ultrasound Foundation and on the Hong Kong Committee for Pacific Economic Cooperation. Ms. Lin earned a doctoral degree in Politics and Public Administration in 2010 from the University of Hong Kong; a Master's degree in International and Public Affairs, in 2005 from the University of Hong Kong and an Artium Baccalaureus (A.B.) degree in East Asian Studies, in 1990 from Harvard College.   

Nominee Qualifications

Ms. Lin brings a range of valuable expertise to the Board.  She has more than 10 years of instructional experience in international relations, international and comparative political economy in the United States and Asia as well as over a decade of analytical and investment experience in the investment banking industry.  Ms. Lin brings vast knowledge on international matters, with a focus on the Asia Pacific environment, to the Board. Her senior leadership experience with Goldman Sachs lent her the opportunity to gain valuable experience by serving on the boards of private and publicly listed companies in the U.S., China, Japan, Taiwan and Hong Kong. She brings deep China/APAC experience across many sectors, including as an executive, board director, researcher, author and lecturer.  Ms. Lin also has leadership experience with respect to strategy and global operations, gained by managing over 30 investment professionals and administrators based in Asia, including Hong Kong, Taipei, Seoul, Tokyo and Singapore, making investments in twelve countries.

2022 Annual General Meeting Proxy Statement

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Graphic

Age 50

Director since 2021

Current Public Company Directorships

Columbus McKinnon Corporation

TE Board committee

None

Other Public Company Directorships within the past five years

None

Heath A. Mitts - Executive Director

Executive Vice President and Chief Financial Officer, TE Connectivity Ltd.

Professional Highlights

Mr. Mitts has been Executive Vice President and Chief Financial Officer at TE Connectivity since September 2016. Previously he was Senior Vice President and Chief Financial Officer at IDEX Corporation, a globally diversified company specializing in fluid, metering, health and science technologies, as well as fire, safety and other products, from March 2011 until September 2016. Mr. Mitts joined IDEX as Vice President, Corporate Finance in September 2005. Mr. Mitts holds an MBA in finance from Pennsylvania State University and a Bachelor’s degree in finance and political science from Southern Methodist University.

Nominee Qualifications

Mr. Mitts has extensive knowledge of our Company and executive leadership experience having served as our Chief Financial Officer since 2016. In addition, Mr. Mitts other qualifications to serve on our Board include his senior leadership and governance experience, his extensive finance and accounting background and his international business experience.

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Age 73

Director since 2012

Current Public Company Directorships

DL E&C Co., Ltd (Chair)

TE Board committee

Nominating Governance & Compliance

Other Public Company Directorships within the past five years

Daelim Industrial Co. Ltd.

Yong Nam Independent

Advisor to the CEO and Chairman of the Board, DL E&C Co., Ltd. and Advisor to the CEO of DL Chemical

Professional Highlights

Mr. Nam has served as an advisor to the CEO of DL Chemical since January 2021 and as an advisor to the chief executive officer of DL E&C (formerly Daelim Industrial Co., Ltd) since April 2013, both of which are wholly-owned subsidiaries of DL Group, a Korean company. From April 2011 until March 2015, he served as an advisor to LG Electronics, Inc., a global provider of consumer electronics, mobile communications and home appliances. From 2007 through March 2011, Mr. Nam served as Vice Chairman and Chief Executive Officer of LG Electronics. He previously served as President of LG Corp., the global conglomerate of the LG group of companies, from 2006 to 2007, and as Chief Executive Officer of LG Telecom from 1998 until 2006. Mr. Nam’s 35 year career with LG began in 1976. Mr. Nam received a bachelor’s degree in economics from Seoul National University. Mr. Nam is a Director of ADT Korea, a commercial and residential security services provider since June 2014 and previously served as a director of GS Retail, a South Korean retailer, until May 2014 and Pohang Iron and Steel Company (POSCO) until March 2013.

Nominee Qualifications

Mr. Nam has over 40 years of international business experience in the United States and Asia with a global conglomerate where his responsibilities and focus have included strategy, marketing, information technology and operations. Mr. Nam’s experience in the corporate office, telecommunications and electronics industries includes 23 years of executive leadership, of which he spent 12 years in CEO positions and 4 years as vice chairman. Mr. Nam’s global business perspective makes him a valuable contributor to the vision of the Company.

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2022 Annual General Meeting Proxy Statement


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Age 57

Director since 2017

Current Public Company Directorships

Advanced Micro Devices, Inc.
iRhythm Technologies (Chair)
Lam Research Corporation (Chair)

TE Board committee

Management Development & Compensation (Chair)

Other Public Company Directorships within the past five years

None

Abhijit Y. TalwalkarIndependent

Former President and Chief Executive Officer, LSI Corporation

Professional Highlights

Mr. Talwalkar is the former President and Chief Executive Officer of LSI Corporation, a leading provider of silicon, systems and software technologies for the storage and networking markets, a position he held from May 2005 until the completion of LSI’s merger with Avago Technologies in May 2014. From 1993 to 2005, Mr. Talwalkar was employed by Intel Corporation, the largest semiconductor manufacturer in the industry. At Intel, he held a number of senior management positions, including Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intel’s business client, server, storage and communications businesses, and as Vice President and General Manager for the Intel Enterprise Platform Group, where he focused on developing, marketing, and driving Intel business strategies for enterprise computing. Prior to joining Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems, a multiprocessing computer systems design and manufacturer that later became a part of IBM; Bipolar Integrated Technology, Inc., a VLSI bipolar semiconductor company; and Lattice Semiconductor Inc., a service driven developer of programmable design solutions widely used in electronic systems. Mr. Talwalkar has a Bachelor of Science degree in electrical engineering from Oregon State University.

Nominee Qualifications

Mr. Talwalkar brings experience as a public company executive officer and director, along with a proven record of executive leadership including ten years as a chief executive officer. Mr. Talwalkar served as a member of the board of directors of the U.S. Semiconductor Industry Association, a semiconductor industry trade association from May 2005 to May 2014. He was additionally a member of the U.S. delegation for World Semiconductor Council proceedings. His experience in marketing, mergers and acquisitions and other business and operations experience brings relevant insight to the Board.

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Age 60

Director since 2016

Current Public Company Directorships

Mallinckrodt plc

TE Board committee

Management Development & Compensation

Other Public Company Directorships within the past five years

None

Mark C. TrudeauIndependent

President, Chief Executive Officer, Mallinckrodt plc

Professional Highlights

Mr. Trudeau has served since June 2013 as the President, Chief Executive Officer and a director of Mallinckrodt plc, a global business that develops, manufactures, markets and distributes specialty pharmaceuticals and therapies, which filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in October 2020. Prior to that, Mr. Trudeau served as Senior Vice President and President of the Pharmaceuticals business of Covidien plc beginning in February 2012. He joined Covidien from Bayer HealthCare Pharmaceuticals LLC USA, the U.S. healthcare business of Bayer AG, where he served as Chief Executive Officer. He simultaneously served as President of Bayer HealthCare Pharmaceuticals, the U.S. organization of Bayer’s global pharmaceuticals business. In addition, he served as Interim President of the global specialty medicine business unit from January to August 2010. Prior to joining Bayer in 2009, Mr. Trudeau headed the immuno science Division at Bristol Myers Squibb. During his 10 plus years at Bristol Myers Squibb, he served in multiple senior roles, including President of the Asia/Pacific region, President and General Manager of Canada and General Manager/Managing Director in the United Kingdom. Mr. Trudeau also served in a variety of executive positions at Abbott Laboratories from 1988 to 1998. Mr. Trudeau holds a Bachelor’s degree in Chemical Engineering and an MBA, both from the University of Michigan.

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Nominee Qualifications

Mr. Trudeau brings experience as a public company executive officer and director, along with a proven record of executive leadership and strong global business expertise including in the areas of strategy, operations and management, as well as other areas of business. Mr. Trudeau has over three decades of leadership positions at global companies which makes him well suited to provide valuable insight to our board and meets the SEC definition of an audit committee financial expert.

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Age 52

Director since 2020

Current Public Company Directorships

J. M. Smucker Company

TE Board committee

Management Development & Compensation

Other Public Company Directorships within the past five years

None

Dawn C. WilloughbyIndependent

Former Executive Vice President and Chief Operating Officer of The Clorox Company

Professional Highlights

Ms. Willoughby was the Executive Vice President and Chief Operating Officer of The Clorox Company, a manufacturer and marketer of consumer and professional products, from September 2014 through January 2019. She also served as the company’s Senior Vice President and General Manager, Clorox Cleaning Division; Vice President and General Manager, Home Care Products; and Vice President and General Manager, Glad Products, along with several other positions since she began there in 2001. Prior to her career at The Clorox Company, Ms. Willoughby spent nine years with The Procter & Gamble Company, where she held several positions in sales management. Ms. Willoughby obtained a Bachelor of Arts in sports management from the University of Minnesota and an MBA from the University of California, Los Angeles Anderson School of Business.

Nominee Qualifications

Ms. Willoughby is well qualified to serve on our Board of Directors due to her prior business experience and experience serving as a public company director. Ms. Willoughby brings an extensive background leading business operations through her former roles with The Clorox Company and The Procter & Gamble Company. She also brings strong insights regarding sustainability through her former role with The Clorox Company. In addition, Ms. Willoughby’s background enables her to provide valuable insights to the Board, particularly in management, strategy, sales, marketing, and sustainability.

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2022 Annual General Meeting Proxy Statement


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Age 61

Director since 2014

Current Public Company Directorships

Spirit AeroSystems Holdings, Inc.
CMS Energy, and its

subsidiary Consumers Energy

Joby Aviation

TE Board committee

Audit

Financial Expert

Other Public Company Directorships within the past five years

None

Laura H. Wright – Independent

Former Chief Financial Officer of Southwest Airlines

Professional Highlights

Ms. Wright retired in 2012 as Chief Financial Officer of Southwest Airlines, a provider of air transportation in the United States. During her 25 year career at Southwest, she served in a variety of financial roles including Chief Financial Officer, Senior Vice President Finance, Treasurer and Assistant Treasurer. She began her career at Arthur Young & Co. in 1982 as a member of their tax staff, following which she became a Tax Manager from 1986 through 1988. Ms. Wright holds Bachelor and Master of Science degrees in accounting from the University of North Texas and is a Certified Public Accountant.

Nominee Qualifications

Ms. Wright brings extensive large public company leadership experience, including nine years as Chief Financial Officer and six years as Treasurer. As a former Chief Financial Officer and Treasurer, she brings finance experience, including corporate financial reporting, risk management, capital markets, investor relations, tax, strategy, and mergers and acquisitions to the Board. She also brings nine years of public company directorship experience to the Board and meets the SEC definition of an audit committee financial expert.

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Director Diversity and Skills Matrix

TE CONNECTIVITY LTD. - DIRECTOR DIVERSITY & SKILLS MATRIX

DIRECTOR

AGE (As of 3/09/22)

YEAR JOINED BOARD

INDEPENDENT

GENDER

DIVERSE

BACKGROUND & EXPERTISE

PUBLIC COMPANY CEO

EXECUTIVE LEADERSHIP

ENGINEER / TECHNOLOGY /
R&D

FINANCE & ACCOUNTING

PUBLIC POLICY &
STAKEHOLDER ENGAGEMENT

GLOBAL BUSINESS MANAGEMENT

MANUFACTURING & OPERATIONS

MARKETING & SALES

IT & CYBERSECURITY *

MERGERS & ACQUISITIONS

Curtin, Terrence R.

53

2016

NO

M

 

 

 

 

 

Davidson, Carol A. "John"

66

2016

YES

M

 

 

 

 

 

 

Dugle, Lynn A.

62

2020

YES

F

 

 

 •

Jeffrey, William A.

62

2012

YES

M

 

 

 

 

 

 

Syaru Shirley Lin, director nominee

53

2022

YES

F

 

 

 

 

 

Lynch, Thomas J.

67

2007

NO

M

 

 

 

 

 

Mitts, Heath A.

51

2021

NO

M

 

 

 

 

 

 

 

Nam, Yong

73

2012

YES

M

 

 

 

 

 

Talwalkar, Abhijit Y.

57

2017

YES

M

 

 

 

Trudeau, Mark C.

60

2016

YES

M

 

 

 

 

 

 

Willoughby, Dawn C.

52

2020

YES

F

 

 

 

 

 

Wright, Laura H.

62

2014

YES

F

 

 

 

 

 

 

8

6

12

3

8

3

8

7

3

5

8

Ages

50s (5)
60s (6)
70s (1)

 

YES (9)
NO (3)

M (8)
F (4)

 

 

 

 

 

 

 

 

 

 

 

Average Age

59.7

Average Tenure

 

5.9

 

 

 

 

 

 

 

 

 

 

 

 

 

* Directors Davidson, Talwalkar and Wright participated in a National Association of Corporate Directors sponsored cybersecurity program during which each completed requirements established by the Software Engineering Institute of Carnegie Mellon University for a Certificate in Cybersecurity Oversight along with Mr. Jeffrey who maintains additional information technology and cybersecurity qualifications.


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2022 Annual General Meeting Proxy Statement


Director Skill Set Considerations; Use of Matrix

In recruiting and selecting Board candidates, the Nominating, Governance & Compliance Committee takes into account the size of the Board and considers a skills matrix. This skills matrix helps the Committee determine whether a particular Board member or candidate possesses one or more of the skill sets, as well as whether those skills and/or other attributes qualify him or her for service on a particular committee. The Committee also considers a wide range of additional factors, including other positions the Director or candidate holds, including other boards of directors on which he or she serves; the results of the Board and Committee assessments; each Director’s and candidate’s projected retirement date; the independence of each Director and candidate; and the Company’s current and future business needs.

Commitment to Diversity

The Company is committed to a strategy of inclusiveness and to pursuing diversity in terms of viewpoints, backgrounds, and experiences, as well as diversity regarding gender, race, ethnicity, sexual orientation, national origin and underrepresented groups. The Company believes that it benefits from having directors with these traits. Currently, of the thirteen directors on the Board, three identify as women, one identifies as African American, one director identifies as LGBTQ and three directors identify as ethnically or geographically diverse or born outside the United States. The Board Governance Principles and the NGCC charter require candidates for the Board, among other things, to have the highest standards of individual and corporate integrity and trust and individual backgrounds that provide a portfolio of diverse experience, backgrounds and knowledge commensurate with the Company’s needs.

The Board is committed to using the refreshment process to strengthen diversity on the Board. To accomplish this, the Nominating, Governance and Compliance Committee requires in all cases that director search firms engaged by the Company include a selection of women and ethnically diverse candidates in prospective director candidate pools. In addition, the Nominating, Governance and Compliance Committee is committed to interviewing women and ethnically diverse candidates for future vacancies on the Board.

As a result of the Swiss corporate law reform (approved by the Swiss parliament on June 19, 2020) new rules on gender representation on the Board of Directors (minimum 30% of the underrepresented gender on the Board of Directors) became effective on January 1, 2021 subject to a five-year transitional period. If the Company does not comply with these new rules after the transition period, the Board of Directors will have to explain the reasons for non-compliance in the Swiss Compensation Report, the first time for the fiscal year 2026. 33% of our director nominees standing for election at the March 2022 Annual General Meeting are female.

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Board Self-Assessment

A self-assessment of the Board and its Committees is conducted annually.

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Shareholder Recommendations

The NGCC will consider all shareholder recommendations for candidates for the Board, which should be sent to the Nominating, Governance and Compliance Committee, c/o Harold G. Barksdale, Secretary, TE Connectivity, Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland. In addition to considering candidates suggested by shareholders, the Committee considers candidates recommended by current directors, Company officers, employees and others. The Committee screens all candidates in the same manner regardless of the source of the recommendation. The Committee's review is typically based on any written materials provided with respect to the candidate. The Committee determines whether the candidate meets the Company's general qualifications and specific qualities and skills for directors (see "Qualifications of Nominees Recommended by the Board of Directors" above) and whether requesting additional information or an interview is appropriate.

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2022 Annual General Meeting Proxy Statement


CORPORATE GOVERNANCE

Governance Principles

The Company’s Board Governance Principles, which include guidelines for determining director independence and qualifications for directors, can be found on the Company’s website at https://www.te.com/usa-en/about-te/our-company/leadership.html. Corporate governance developments are regularly reviewed by the Board in order to appropriately modify the Board Governance Principles, committee charters and policies.

Board Leadership Structure

Graphic

To conduct its business the Board maintains three standing committees: Audit, Management Development and Compensation, and Nominating, Governance and Compliance Committee, each of which are comprised entirely of independent directors. The NGCC recommends to shareholders, for election, the Chairman of the Board of Directors, and the directors assigned to the Management Development and Compensation Committee.

Assignment to, and the chair of, the Audit Committee, and the chair of the Management Development and Compensation Committee, are recommended by the NGCC for election by the

Board. The independent directors as a group elect the members and the chair of the Nominating, Governance and Compliance Committee.

The NGCC reviews the Board’s organization annually and recommends appropriate changes to the Board. The Board determines the appropriate leadership structure for the Company, subject to shareholder approval of the Chairman of the Board.

Annually, the NGCC coordinates an evaluation and assessment of the Board’s performance and procedures, including its organization, governance structure and effectiveness. As part of the Board leadership and succession planning completed for fiscal year 2012, the Board of Directors elected Thomas Lynch as Chairman of the Board and also created and elected a Lead Independent Director. Pierre Brondeau currently serves as Lead Independent Director and the Board of Directors has appointed Carol A. (“John”) Davidson to serve as Lead Independent Director beginning March 9, 2022.

In order to provide an effective counterbalancing governance structure, the Board has appointed a Lead Independent Director, whose duties include:

with Chairman, director and management input, establishing and approving the agenda for Board meetings and ensuring sufficient time for discussion of agenda items;
chairing an executive session of the independent directors at each formal Board meeting;
calling and chairing additional meetings of the independent directors where and when appropriate;
responding to shareholder inquiries if required;
serving as a liaison between the Chairman and independent directors and facilitating communication among directors and between the Board and the CEO;
working with the Chairman and CEO to approve information sent to the Board; and
fulfilling other responsibilities as determined by the Board.

In nominating Mr. Lynch to serve as Non-Executive Chairman of the Board of Directors, the Board determined his deep knowledge of the Company’s operations, strategy and risk management practices and appreciation of the principal challenges and opportunities facing the Company best position him to serve as Chairman.

The Board is comprised of a substantial majority of independent directors and all directors are annually elected by a majority of share votes cast at the Annual General Meeting of shareholders.

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oard Oversight of Risk Management

Board Oversight of Risk Management

Graphic

The Board of Directors is responsible for appraising the Company’s major risks and overseeing that appropriate risk management and control procedures are in place. The Board must understand the risks facing the Company as a function of its strategy, provide oversight of the processes put in place to identify and manage risk (for example, in relation to executive compensation and succession) that only the Board is positioned to manage. The Board is responsible for determining that senior executives take the appropriate steps to manage all major risks. Management has day-to-day responsibility for assessing and managing the Company’s particular exposures to risk.

Graphic

The Audit Committee of the Board meets to review and discuss, as determined to be appropriate, with management, the internal auditor and the independent registered public accounting firm:

the Company’s major financial and accounting risk exposures and related policies and practices to assess and control such exposures,
overseeing risks related to privacy and cyber-security, and
assist the Board in fulfilling its oversight responsibilities regarding the Company’s policies and guidelines with respect to risk assessment and risk management.

Graphic

The Management Development and Compensation Committee reviews the Company’s risks related to:

chief executive officer succession and succession plans for senior executives,
overall compensation structure,
incentive compensation plans and equity-based plans,
policies and programs, severance programs, change-of-control agreements and benefit programs,
human capital management, and
meets, as appropriate, with the internal and/or external auditors to discuss management and employee compliance with the compensation, incentive, severance and other benefit programs and policies under the committee’s jurisdiction.

Graphic

The Nominating, Governance and Compliance Committee reviews the Company’s policies and risks related to:

related person transactions required to be disclosed pursuant to U.S. securities rules,
identifying and recommending individuals qualified to become Board members, consistent with criteria approved by the Board,
developing and recommending to the Board a set of corporate governance principles applicable to the Company,
overseeing the evaluation of the Board,
the effectiveness of the Company’s environmental, health and safety management program,
the Company’s enterprise-wide risk assessment processes, and
the Company’s compliance programs.

The Board’s role in risk oversight of the Company is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees providing oversight in connection with those efforts.

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2022 Annual General Meeting Proxy Statement


Director Independence

The Board has determined that nine of the twelve director nominees are independent. For a director to be considered independent, the Board must make an affirmative determination that a director meets the stringent guidelines for independence set by the Board. These guidelines either meet or exceed the NYSE listing standards’ independence requirements. The guidelines include a determination that the director has no current or prior material relationships with TE Connectivity (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), aside from his or her directorship, that could affect his or her judgment.

The independence guidelines also include the determination that certain limits to annual sales to or purchases from entities for which a director serves as an executive officer, and limits on direct compensation

Graphic

from the Company for directors and certain family members (other than fees paid for board or committee service), are not exceeded and other restrictions.

Based on the review and recommendation by the Nominating, Governance and Compliance Committee, the Board analyzed the independence of each director nominee and determined that the following director nominees meet the standards of independence under our director independence guidelines and applicable NYSE listing standards, and that each of them is free of any relationship that would interfere with his or her individual exercise of independent judgment: Carol A. (“John”) Davidson, Lynn A. Dugle, William A. Jeffrey, Syaru Shirley Lin, Yong Nam, Abhijit Y. Talwalkar, Mark C. Trudeau, Dawn C. Willoughby and Laura H. Wright. The Board also reached this independence determination for Daniel J. Phelan who was not nominated for re-election at the March 2022 annual general meeting because he reached the Board’s retirement age and also for Pierre R. Brondeau who has decided to retire from the Board of Directors and is not standing for re-election at the March 2022 annual general meeting. The Board also previously reached this independence determination for David Kerko who resigned from the Board of Directors effective February 16, 2021.

In accordance with the rules of the NYSE, the Board of Directors has determined that Ms. Wright’s simultaneous service on the audit committees of CMS Energy and Consumers Energy (a publicly traded subsidiary of CMS Energy) and Joby Aviation, Inc. does not impair her ability to effectively serve also on our Audit Committee. The Board of Directors believes the Company’s shareholders will benefit from Ms. Wright’s extensive experience as a Chief Financial Officer.

Board Retirement Policy

Graphic

The Board of Directors has established a retirement age policy of 72 years for directors, as reflected in our Board Governance Principles. The Board of Directors believes that it is important to monitor its skills and needs in the context of the Company’s long-term strategic goals, and, therefore, may elect to waive the policy in individual cases as it deems appropriate. The Board of Directors believes it is important to balance refreshment with the need to retain directors who have developed,

over time, significant insight into the Company and its operations and who continue to make valuable contributions to the Company that benefit our shareholders.

The Board of Directors and Nominating, Governance and Compliance Committee recognized that Mr. Nam had reached the age of retirement under our Board Governance Principles last year. The Board of Directors granted Mr. Nam a waiver of the retirement age policy and allowed him to stand for re-election at the 2021 Annual General Meeting of Shareholders. The Board of Directors continues to value Mr. Nam’s international business expertise, particularly in the Asia Pacific region, including his executive leadership experience, his diversity of background, knowledge and perspective and the benefit his continued service on the Board of Directors would provide. The Board realizes that Mr. Nam is not eligible to be nominated for re-election to the Board of Directors at the 2022 Annual General Meeting of Shareholders absent a waiver of the retirement age policy.

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After considering these facts and circumstances and upon the recommendation of the NGCC, our Board of Directors determined that it is in the best interest of the Company and its shareholders to waive the retirement age limit for Mr. Nam again this year to allow for his nomination for election at the 2022 Annual General Meeting of Shareholders.

Corporate Responsibility*

We also report to the Carbon Disclosure Project (CDP) and the Dow Jones Sustainability Index (DJSI).

a Global Reporting Initiative index as well as a Sustainability Accounting Standards Board (SASB) index. TE has also released a standalone Taskforce on Climate-related Financial Disclosures (TCFD) report and a report on our alignment with the UN Sustainable Development Goals. TE has also been a member of the United Nations Global Compact since 2011.

At TE Connectivity, our purpose is to create a safer, sustainable, productive and connected future. Our values of integrity, accountability, teamwork, and innovation govern us and guide our actions.

Each year, TE releases a corporate responsibility report. To learn more about our One Connected World corporate responsibility strategy, our 2030 ambitions and our progress, visit www.te.com/responsibility.

Our annual reporting includes a Global Reporting Initiative index as well as a Sustainability Accounting Standards Board (SASB) index. TE also reports to the Carbon Disclosure Project (CDP) and the Dow Jones Sustainability Index (DJSI). TE has also released a standalone Taskforce on Climate-related Financial Disclosures (TCFD) report and a report on our alignment with the UN Sustainable Development Goals. TE has also been a member of the United Nations Global Compact since 2011.

Our corporate responsibility efforts are managed by our Vice President, Global Government Affairs and Corporate Responsibility, and overseen by our General Counsel, our operating committee and the Nominating, Governance and Compliance Committee of the TE Connectivity Board of Directors. We also have a cross-functional sustainability committee comprised of TE employees called the One Connected World Network which governs our One Connected World strategy.

Environment

TE is committed to managing our environmental footprint. This includes reducing our energy, greenhouse gas emissions, water use and waste disposed. For example, we have reduced our greenhouse gas emissions by 27% on an absolute basis since fiscal 2010 and we have reduced our water usage by 29% on an absolute basis since fiscal 2010, in each case based on fiscal 2020 data. Several of our environmental performance measures are externally assured on a limited basis by Deloitte and Touche LLP. We recognize the risk climate change poses and we are increasing our focus on GHG emissions with the aim to achieve greater reductions. We are also conscious of the environmental footprint of our products and remain diligent about REACH, RoHS and other international product compliance standards.

Social

We value our place in the global community and respect applicable civil rights, human rights and labor laws in the locations where we operate. We outline our commitment to human rights in our new global human rights policy. We request that our suppliers do the same through certification to our Supplier Guide to Social Responsibility. We also audit certain high-risk suppliers in our supply chain to evaluate compliance with child and forced labor laws and regulations. We closely monitor our TE facilities to protect fair and reasonable working hours, wages and benefits for our TE employees. We prohibit all forms of forced labor and the hiring of underage individuals. We also prohibit any form of physical punishment or abuse. TE maintains a conflict minerals policy available at https://www.te.com/usa-en/utilities/product-compliance/conflict-minerals.html and a management system dedicated to performing required conflict minerals due diligence across our supply chain.

TE is globally committed to living our TE Values and driving our Purpose by building a workforce and a supplier network that represents our global markets and customers we serve. Additionally, we strive to build a work environment where all employees are engaged, differences are valued and respected, and all opinions count. We believe that our actions support this commitment and our Employee Resource Groups actively support this effort. TE provides a work environment that prohibits discrimination on the basis of age, color, disability, ethnicity, marital status, national origin, race, religion, gender, gender identity, gender expression, sexual orientation, protected veteran status, disability or any other characteristics protected by applicable law or regulation. In addition, we annually publish our EEO-1 data on our Company website.

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2022 Annual General Meeting Proxy Statement


TE promotes a culture of safety at our facilities around the world, improving our total recordable incident rate (TRIR) by 70% since fiscal 2010 (based on fiscal 2020 data), making TE’s safety performance top-tier among like companies.

TE donates to more than 1,500 charities in the communities where we live and work. The TE Connectivity Foundation is focused on supporting access to technology and engineering for all, particularly women and underserved communities.

Governance

TE operates on a strong foundation of governance. Our values and our Guide to Ethical Conduct serve as the cornerstones of our ethical business practices. For more information on key governance matters, please refer to the following pages in this proxy statement: Board Diversity (page 28-29), Board Oversight of Risk Management (page 32), Guide to Ethical Conduct (page 35), Communicating Concerns (page 35), NGCC Oversight of Environmental,Social and Governance (“ESG”) matters (page 34), Executive Compensation (beginning on page 45), CEO Pay Ratio (page 70) and charitable contributions and PAC (page 73).

*TE’s goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. Content available at websites and in documents referenced in this section are not incorporated herein and are not part of this Proxy Statement.

Guide to Ethical Conduct

All directors, officers and employees of TE Connectivity are required to review and affirm that they understand and are in compliance with the policies and principles contained in TE Connectivity’s code of ethical conduct set forth in the Company’s manual, “Connecting with our Values: TE Connectivity Guide to Ethical Conduct.” The guide is published in the TE Corporate Responsibility section of TE Connectivity’s website under “Governance—Compliance” at

http://www.te.com/usa-en/about-te/corporate-responsibility/governance/ombudsman/ethical-conduct.html.

Directors are required to promptly inform the chair of the Nominating, Governance and Compliance Committee of actual or potential conflicts of interest.

TE Connectivity has an Office of the Ombudsman which reports to the Audit Committee which ensures a direct, confidential and impartial avenue to raise any concern or issue with compliance or ethics, including concerns about the Company’s accounting, internal accounting controls or auditing matters, with the Board.  The office is designed to field compliance concerns from our employees and also from external constituencies—investors, suppliers and customers.

The Ombudsman’s office seeks the fair, timely and impartial resolution of all compliance and ethics issues. Employees have a number of vehicles to raise issues within TE Connectivity, including a confidential, toll-free phone number and a confidential submission system via the Internet.  All concerns are received and promptly reviewed by the Ombudsman and are responded to as quickly as possible. Concerns also may be sent directly to the Board by mail or by email.

Communicating Concerns to Directors

Any shareholder or interested party who wishes to contact members of the TE Connectivity Board of Directors, including the chairman or the non-management directors as a group, may do so by mailing written communications to:

TE Connectivity Board of Directors

Attn: Ombudsman

1050 Westlakes Drive

Berwyn, PA 19312

USA

Inquiries and concerns also can be submitted anonymously and confidentially through the Ombudsman to the TE Connectivity Board of Directors by email to directors@te.com or through the Internet at http://www.te.com/usa-en/about-te/corporate-responsibility/governance/ombudsman.html.

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Voting Standards for the Election of Directors

Directors are elected by an affirmative vote of a majority of the votes cast, in person or by proxy, at a general meeting of shareholders and serve until the next annual general meeting of shareholders. In an uncontested election of directors, any nominee for director who does not receive at least half plus one additional vote of the share votes cast at the meeting is not elected to the Board.

Voting Standards for Amendments to the Articles of Association

The articles of association may be amended, in whole or in part, by the Board, subject to approval by the affirmative vote of the holders of record:

in the case of article 1 (with respect to domicile), article 2 (purpose), article 4 (with respect to the creation of preferred shares and an increase in capital out of equity, against contributions in kind, or for the purpose of acquisition of assets, or the granting of special privileges), article 5 (with respect to an increase in authorized share capital and the limitation or withdrawal of preemptive rights) and article 6 (with respect to an increase in conditional share capital and the limitation or withdrawal of advance subscription rights), of at least two-thirds of the votes represented and the absolute majority of the par value of the votes represented, in person or by proxy, at a general meeting of shareholders;
in the case of article 17, paragraph 5 (no shareholder action by written consent), article 18, paragraphs 3 and 4 and article 34 (provisions relating to “freeze-out” of business combinations with “interested shareholders” (as defined in the articles of association)), and article 18, paragraph 6 (80% vote requirement for certain article amendments), of 80% of the total votes of shares outstanding and entitled to vote on the relevant record date with respect thereto; and
in the case of all other articles, of a majority of the votes cast, in person or by proxy, at a general meeting of shareholders (a “majority” means at least half plus one additional vote of the share votes cast, not counting abstentions, broker non-votes, blank or invalid ballots).

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2022 Annual General Meeting Proxy Statement


THE BOARD OF DIRECTORS AND BOARD COMMITTEES

Board of Directors

The Board of Directors currently consists of thirteen (13) directors, eleven of whom are nominees for election. The Board held eight meetings in fiscal year 2021. All of the incumbent directors attended 100% of the meetings of the Board and the committees on which they served in fiscal 2021. It is the policy of the Board that directors are expected to attend the annual general meeting of shareholders. Due to COVID-19 global travel restrictions, all of the directors then serving telephonically attended the 2021 annual general meeting of shareholders.

An annual performance evaluation is conducted by the Board and each of its committees to determine whether they are functioning effectively. The Nominating, Governance and Compliance Committee plans and recommends to the Board the method of evaluation. In 2021, the Company’s General Counsel was appointed by the Board to gather information from directors through individual discussions and interviews and to report results back to the Board and Nominating, Governance and Compliance Committee for consideration of actions to be taken as a result of the evaluation.

Board Committees

The Board has adopted written charters for each of its three standing committees: the Audit Committee, the Management Development and Compensation Committee and the Nominating, Governance and Compliance Committee. Each board committee reports to the Board on their activities at each regular Board meeting. Membership in each of the Committees of the Board, as of January 13, 2022, is shown in the following chart.

Director

Audit
Committee

Management
Development and
Compensation
Committee

Nominating,
Governance and
Compliance
Committee

Pierre R. Brondeau

µ

Carol A. (“John”) Davidson

µ

Lynn A. Dugle

Woman

William A. Jeffrey

Graphic

Yong Nam

Man

Daniel J. Phelan

Graphic

Abhijit Y. Talwalkar

µ

Mark C. Trudeau

Graphic

Dawn C. Willoughby

Woman

Laura H. Wright

Graphic

µ Committee ChairMan/WomanCommittee Member

The tables below identify the number of meetings held by each standing committee in fiscal 2021 and provide a brief description of the duties, responsibilities and other general information with respect to each committee.

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Audit Committee

Meetings during fiscal 2021

Eleven

Duties and Responsibilities

Oversee the Company’s financial reporting processes and the quality and integrity of the Company’s earnings press releases, annual and quarterly financial statements, including its financial and accounting principles, policies and practices, and its internal control over financial reporting
Oversee the qualifications, independence and performance of the Company’s independent registered public accounting firm and lead audit partner and the Company’s Swiss registered auditor
Review and oversee the Company’s internal audit function
Oversee compliance with legal and regulatory requirements
Review financial and accounting risk exposure affecting the Company
Oversee risks related to privacy and cyber security
Assist the Board in fulfilling its oversight responsibilities regarding the Company’s financial and accounting policies and processes with respect to risk assessment and risk management
Oversee procedures for handling complaints and concerns regarding accounting or auditing matters
Oversee the Company Ombudsman and the Company’s Guide to Ethical Conduct

General Information

The Board has determined that each member of the Audit Committee is financially literate
The Board has determined that all members of the Audit Committee are “audit committee financial experts” as defined under SEC rules
The Board has determined that all members of the Audit Committee satisfy the relevant SEC, NYSE and the Company’s additional independence requirements
The Audit Committee’s report appears on pages 76.

Written Charter

The Audit Committee charter can be found on the Company’s website at

https://www.te.com/content/dam/te-com/documents/about-te/our-company/global/leadership/leadership-documents/audit-committee-charter.pdf

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2022 Annual General Meeting Proxy Statement


Management Development and Compensation Committee

Meetings during fiscal 2021

Ten

Duties and Responsibilities

Ensure leadership development and succession plans of senior leadership
Review plans for the development of the organization
Review and approve compensation, benefits and human resources policies and objectives and whether the Company’s officers, directors and employees are compensated in accordance with these policies and objectives
Review and approve compensation of the Company’s executive officers and recommend the Chief Executive Officer’s compensation for ratification and approval by the independent members of the Board
Review and approve management incentive compensation policies and programs and equity compensation programs for employees
Oversee the Company’s policies and practices related to its management of human capital resources including talent management, culture, diversity and inclusion

General Information

Additional information on the committee’s processes and procedures for consideration of executive compensation are addressed in “Compensation Discussion and Analysis”
The Board has determined that all members of the Management Development and Compensation Committee satisfy the relevant SEC, NYSE and the Company’s additional independence requirements
The Management Development and Compensation Committee’s report appears on page 61.

Written Charter

The Management Development and Compensation Committee charter can be found on the Company’s website at https://www.te.com/content/dam/te-com/documents/about-te/our-company/global/leadership/leadership-documents/charter-md-cc-2021-03-11.pdf

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Nominating, Governance and Compliance Committee

Meetings during fiscal 2021

Four

Duties and Responsibilities

Select director nominees for the Board
Develop and recommend to our Board changes to our Board Governance Principles
Annually review director compensation and benefits in conjunction with the Management Development and Compensation Committee
Oversee the annual self-evaluations of the Board and its committees, as well as director performance
Make recommendations to the Board concerning the structure and membership of the Board committees
Oversee the Company’s environmental, health and safety management system

General Information

The Board has determined that all members of the Nominating, Governance and Compliance Committee satisfy the relevant SEC and NYSE requirements and the additional independence requirements of the Company

Written Charter

The Nominating, Governance and Compliance Committee charter can be found on the Company’s website at https://www.te.com/content/dam/te-com/documents/about-te/our-company/global/leadership/leadership-documents/charter-ng-cc-2021-03-11.pdf

Meetings of Non-Management Directors

The non-management directors met without any management directors or employees present four times in fiscal year 2021. Dr. Brondeau, as the Lead Independent Director, presided at these meetings.

Board and Committee Advisors

Consistent with their respective charters, the Board and its committees may retain their own advisors as they determine necessary to carry out their responsibilities.

Non-Management Directors’ Compensation in Fiscal 2021

Non-management directors’ compensation is established collaboratively by the Nominating, Governance and Compliance and the Management Development and Compensation Committees. Compensation of non-management directors in fiscal year 2021 is described under “Compensation of Non-Employee Directors.”

Non-Management Directors’ Stock Ownership

To help align Board and shareholder interests, directors are encouraged to own, at a minimum, TE Connectivity stock or stock units equal to five times the annual cash retainer (a total of $450,000, based on the $90,000 annual cash retainer) within five years of joining the Board. For fiscal 2022, the annual cash retainer paid to Non-Management Directors was increased to $100,000; thus increasing the minimum value of TE Connectivity stock or stock units which the Directors are encouraged to own to $500,000. Once a director satisfies the minimum stock ownership recommendation, the director will remain qualified, regardless of market fluctuations, under the guidelines unless the director sells shares of stock that were considered in determining that the ownership amount was met. Each non-employee director receives TE Connectivity common shares as the equity component of their compensation. As of fiscal 2021 year-end, all of the directors met, or in the case of Mses. Dugle and Willoughby, are on track to meeting, their stock ownership requirements.

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2022 Annual General Meeting Proxy Statement


AGENDA ITEM NO. 2—ELECTION OF THE CHAIRMAN

OF THE BOARD OF DIRECTORS

Motion Proposed by the Board of Directors

At the Annual General Meeting, upon the recommendation of the Nominating, Governance and Compliance Committee, the Board of Directors proposes Thomas J. Lynch for election as Chairman of the Board to hold office until the annual general meeting of shareholders in 2023.

Explanation

Swiss regulations provide that shareholders must elect the chair of the Company’s Board of Directors. Mr. Lynch is the current Chairman of TE Connectivity Ltd. His biography appears above, as well as an explanation as to why the Board of Directors considers Mr. Lynch to be the most appropriate person to serve as Chairman. Effective March 14, 2018 Mr. Lynch retired as Executive Chairman of the Company and currently serves as Non-Executive Chairman of the Board of Directors.

In the event of a negative vote on this agenda item by shareholders, the Board of Directors will call an extraordinary general meeting of shareholders for re-consideration of this agenda item by shareholders.

Vote Requirement to Elect Chairman

The approval of a majority of the votes cast at the meeting, whether in person or by proxy, is required for approval of the election of the Chairman of the Board of Directors.

RECOMMENDATION

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Description automatically generatedThe Board of Directors recommends a vote “FOR” the election of Thomas J. Lynch as Chairman of the Board of Directors

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AGENDA ITEM NO. 3—ELECTION OF THE MEMBERS OF THE

MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE

Motion Proposed by the Board of Directors

At the Annual General Meeting, upon the recommendation of the Nominating, Governance and Compliance Committee, the Board of Directors proposes the election of each of Abhijit Y. Talwalkar, Mark C. Trudeau and Dawn C. Willoughby individually as members of the Management Development and Compensation Committee to hold office until the annual general meeting of shareholders in 2022.

Explanation

Swiss regulations provide that shareholders must individually elect the members of the Management Development and Compensation Committee of the Company’s Board of Directors. Each Nominee is a current director of TE Connectivity Ltd. and currently serves on the Management Development and Compensation Committee. Biographies of all nominees are listed above.

In the event of a negative vote on this agenda item by shareholders, the Board of Directors will call an extraordinary general meeting of shareholders for re-consideration of this agenda item by shareholders.

Vote Requirement to Elect Committee Members

The approval of a majority of the votes cast at the meeting, whether in person or by proxy, is required for approval of the individual election of each of the members of the Management Development and Compensation Committee.

RECOMMENDATION

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Description automatically generatedThe Board of Directors recommends a vote “FOR” the election of Abhijit Y. Talwalkar, Mark C. Trudeau and Dawn C. Willoughby to the Management Development and Compensation Committee.

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2022 Annual General Meeting Proxy Statement


EXECUTIVE OFFICERS

The following table presents information with respect to our executive officers as of January 13, 2022.

Name

  

Age

  

Position(s)

Terrence R. Curtin*

53

Chief Executive Officer and Director

John S. Jenkins, Jr.

56

Executive Vice President and General Counsel

Shadrak W. Kroeger

53

President, Industrial Solutions

Steven T. Merkt

54

President, Transportation Solutions

Heath A. Mitts*

50

Executive Vice President, Chief Financial Officer and

Director

Timothy J. Murphy

54

Senior Vice President and Chief Human Resources Officer, Global Human Resources

Robert J. Ott

60

Senior Vice President and Corporate Controller

Eric J. Resch

64

Senior Vice President and Chief Tax Officer

Aaron K. Stucki

48

President, Communications Solutions


*See “Nominees for Election” for additional information concerning Messrs. Curtin and Mitts who are also nominees for director.

John S. Jenkins, Jr. is the Executive Vice President, General Counsel of TE Connectivity. Mr. Jenkins is responsible for the Company’s global legal, compliance, corporate governance, government affairs, intellectual property, security and risk management, and corporate social responsibility activities. He is also responsible for bringing TE’s industry-leading connectivity solutions, engineering, and operations expertise to the emerging markets with focus on India, China, and South America. He joined TE Connectivity in October 2012.

Prior to joining TE Connectivity, Mr. Jenkins was with Tyco International for ten years and was the Vice President, Corporate Secretary, and International General Counsel. He was responsible for the Board of Directors activities, securities and capital markets transactions and reporting, mergers and acquisitions, executive compensation, global procurement, real estate, and tax planning.

Prior to 2003, Mr. Jenkins worked as a litigator with McGuireWoods, LLP. He began his career in 1987 as an Officer in the United States Navy and served as a judge advocate both as Military Prosecutor and Senior Defense Counsel, and finally as Legislative Counsel to the Secretary of the Navy.

Shadrak W. Kroeger has been President, Industrial Solutions at TE Connectivity since October 2020. Previously he was President, Communications Solutions at TE Connectivity from November 2017 to September 2020. Previously, Mr. Kroeger served as the Senior Vice President and General Manager for the Appliances business unit at TE Connectivity from 2013 to 2017. Since joining TE Connectivity in 1995, Mr. Kroeger has held leadership positions in general management, strategy, product management, sales and engineering and his roles have spanned the automotive, industrial and consumer markets.

Steven T. Merkt has been President, Transportation Solutions at TE Connectivity since August 2012. Prior to this position, Mr. Merkt served as President of TE Connectivity’s Automotive business since May 2011 and has held various leadership positions in general management, operations, engineering, marketing, supply chain and new product launches since joining TE Connectivity in 1989. Mr. Merkt serves as a Director for Livent Corporation.

Timothy J. Murphy has been Senior Vice President and Chief Human Resources Officer, Global Human Resources at TE Connectivity since March 2016. Previously he was Vice President, Human Resources for the Transportation Solutions business segment from January 2015 to February 2016 and Vice President, Global Talent Management for TE Connectivity from November 2011 to December 2014. Prior to joining TE, Mr. Murphy held various business partner positions and served for three years in international human resource assignments over a nearly 20 year human resource career at Merck.

Robert J. Ott has been Senior Vice President and Corporate Controller of TE Connectivity since our separation from Tyco International in June 2007. Prior to that, he was Vice President, Corporate Audit of Tyco International from March 2003 to June 2007 and Vice President of Finance—Corporate Governance of Tyco International from August 2002 until March 2003. Prior to joining Tyco International, Mr. Ott was Chief

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Financial Officer of Multiplex, Inc. from 2001 to 2002 and Chief Financial Officer of SourceAlliance, Inc. from 2000 to 2001. From 1989 to 2000, he held various finance positions with General Instrument Corp (acquired by Motorola in 1999) including Controller, Treasurer, FP&A and Business Development. Mr. Ott began his career as an auditor with Deloitte & Touche. He is a CPA and holds a BBA degree from the University of Notre Dame.

Eric J. Resch has been Senior Vice President and Chief Tax Officer of TE Connectivity since our separation from Tyco International in June 2007 and he served on the TE Connectivity Board prior to the separation. He was Vice President, Tax Reporting of Tyco International from 2003 until June 2007. Prior to joining Tyco International, Mr. Resch was Director, Tax Reporting for United Technologies Corporation from 2001 to 2003.

Aaron K. Stucki has been President, Communications Solutions at TE Connectivity since October 2020. Previously, Mr. Stucki was the General Manager of the Industrial & Commercial Transportation (ICT) business unit, since May 2017. From April 2015 to May 2017, Mr. Stucki served as Senior Vice President & General Manager SubCom. From October 2013 to April 2015, Mr. Stucki served as Senior Vice President & General Manager Consumer Devices. From July 2011 to October 2013, Mr. Stucki served as Vice President and Chief Financial Officer Consumer Solutions segment. Prior to joining TE in 2011, Mr. Stucki spent 13 years at General Electric.

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2022 Annual General Meeting Proxy Statement


COMPENSATION DISCUSSION AND ANALYSIS

CD&A Table of Contents

Page

Highlights

Introduction

45-46

Executive Summary/Compensation Highlights & Governance (including Say-on-Pay)

46-48

Compensation Elements and Pay Determination

Executive Compensation Philosophy, Principles & Peer Groups

48-50

Determining Executive Compensation

50

Compensation Assessment

50

NEO Compensation Paid or Awarded for Performance

51

-   Base Salary

51

-   Annual Cash Incentive Awards

51-54

-   Long-Term Incentive Awards

55-56

Other Benefits and Perquisites

56

Policies and Practices

Executive Stock Ownership Requirements

57

Termination Payments

57

Swiss Law Requirements

58

Insider Trading Policy

58

Roles and Responsibilities of MDCC, Independent Nonemployee Members of the Board of Directors, Consultant & CEO

59

Tax Deductibility and Risk Profile

60

Other

Management Development and Compensation Committee Report

61

Compensation Committee Interlocks and Insider Participation

61

Executive Compensation

Summary Compensation Table

62-63

Grants of Plan-Based Awards

64

Outstanding Equity Awards

65

Option Exercises and Stock Vested

66

Pension Benefits

66

Nonqualified Deferred Compensation

66-67

Termination and Change in Control Payments

67-70

CEO Pay Ratio

70-71

Compensation of Non-Employee Directors

72-73

HIGHLIGHTS

Introduction

This Compensation Discussion and Analysis (“CD&A”) outlines TE Connectivity’s executive compensation program for our named executive officers serving as of September 24, 2021 —the Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers (each a “NEO”) who are listed below and appear in the Summary Compensation Table.

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Terrence R. Curtin

Heath A. Mitts

Steven T. Merkt

John S. Jenkins, Jr.

Shadrak W. Kroeger

Chief Executive Officer

EVP and Chief
Financial Officer

President, Transportation
Solutions

EVP and General
Counsel

President, Industrial
Solutions

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Our Management Development and Compensation Committee (the “MDCC”) is responsible for establishing and overseeing compensation programs that comply with TE Connectivity’s executive compensation philosophy. As described in this CD&A, the MDCC follows a disciplined process for setting executive compensation. This process involves analyzing factors such as Company performance, individual performance, strategic goals and competitive market data to arrive at each element of compensation. The MDCC approves compensation decisions for the executive officers and the Board also ratifies and approves compensation decisions of the Chief Executive Officer. An independent compensation consultant helps the MDCC by providing advice, information, and an objective opinion.

Executive Summary - Fiscal 2021 Executive Compensation Highlights and Governance

This section identifies the most significant decisions and changes made regarding TE Connectivity’s executive compensation program in fiscal year 2021.

Shareholder Approval of Compensation

Based on the results from our last annual general meeting, shareholders expressed support for our executive compensation programs.
94.50% of the votes cast ratified the fiscal 2020 compensation of the named executive officers.
Although the advisory shareholder vote on executive compensation is non-binding the MDCC considers the outcome of the vote and the sentiments of our shareholders when making executive compensation decisions.
Under Swiss law, shareholders have the right to vote prospectively on the maximum aggregate compensation that will be paid to the Board of Directors and executive management. The maximum aggregate compensation for both the Board of Directors and executive management for fiscal 2022 was approved with 99.79% and 98.83% of votes cast respectively.
Request for shareholder approval of our executive compensation programs and board of directors compensation can be found in Agenda Items No. 8, No. 9 and No. 10.

Fiscal Year 2021 Performance Summary

Company performance was strong during the year demonstrating the strength and diversity of our portfolio, which is reflected in sales and earnings above pre-COVID levels.

Net sales were $14.9 billion, up 23% from fiscal year 2020.
Operating margin expansion year over year, with increases across all segments.
Diluted earnings per share from continuing operations were $6.77 versus a loss of $0.78 in fiscal year 2020.
Cash flow from continuing operating activities was $2.7 billion, with approximately $1.5 billion returned to shareholders and over $400 million deployed for acquisitions.
Continue to drive ESG initiatives while enabling sustainable applications for our customers.

Fiscal Year 2021 Compensation Summary

Our executive compensation program is designed to attract, motivate and retain our executives, including our NEO’s who are critical to our long-term success. The program is designed to align with three core principles:

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Align executive and shareholder interests

Provide a significant portion of total compensation that is performance-based and at risk

Attract and retain talented executives

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2022 Annual General Meeting Proxy Statement


2021 Target Total Direct Compensation Opportunity

Our executive compensation program emphasizes performance-based compensation tied to increases in our stock price and drives strategic imperatives. Approximately 91% of our CEO's target total compensation is performance-based and at risk, while the other NEOs have an average of 82% performance-based and at risk compensation. Our NEOs’ target compensation for 2021 consisted of the components described below:

Pay Component

Purpose & Metrics

% of target total compensation

CEO

NEO

Base Salary

–   Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent.

9%

18%

Annual Short-term Incentive

–   Focuses our executives on achieving financial and other business objectives.

–   FY2021 Metrics: Revenue, Operating Income, Strategic Priorities (KPIs) and Earnings Per Share

14%

18%

Annual Long-term Incentive

–   Further aligns the focus of our executives with stockholders through the use of multi-year performance goals and stock ownership.

–   FY2021 Vehicles:

 50% Performance Stock Units (PSU)

 50% Stock Options (SO)

77%

64%

Key compensation decisions in 2021

The Company continued to reinforce market-aligned and pay for performance elements of its compensation programs.

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Mr. Kroeger received a 6.5% base salary increase to recognize his promotion to President, Industrial Solutions, none of our other NEOs received base salary increases for fiscal year 2021.

Approved payouts ranged from 100.5% to 161.3% of target based on
performance against metrics

Annual Grants were delivered in the
form of PSU (50%) and SO (50%);
FY 2019 PSU with a three-year
performance cycle vested in
December 2021 below the target range

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Compensation Governance

We have established several best practices that help ensure our compensation programs remain aligned with shareholder interests.

What We Do

    Link pay to performance with a high percentage of variable compensation

    Include a “clawback” provision in all executive officer incentive award agreements (both annual and long-term)

    Perform annual say-on-pay advisory vote for shareholders

    Maintain robust stock ownership requirements for executives (6x CEO, 3x executive officers)

    Perform mandatory (under Swiss Law) say-on-pay vote on maximum aggregate compensation for Board of Directors and executive management

    Include performance criteria in incentive plans to utilize tax deductibility where applicable and appropriate

    Follow principles of executive compensation that are included in our articles of association and have been approved by our shareholders

    Retain a fully independent external compensation consultant whose independence is reviewed annually by the MDCC

    Design compensation programs to mitigate undue risk-taking

    Provide only limited non-business aircraft usage to the CEO

    Align executive compensation with shareholder returns through long-term incentives

    Maintain an insider trading policy applicable to all executive officers and employees

    Cap incentive compensation payments for individuals including our CEO

    Review share utilization annually

What We Do Not Do

x    Provide tax gross ups for executives except under our relocation program

x   Provide excise tax gross ups

x    Provide perquisites for executive officers except for limited non-business aircraft usage for our CEO

x    Re-price underwater stock options

  Provide tax gross ups for personal aircraft use

   Allow hedging or pledging of TE securities

COMPENSATION ELEMENTS AND PAY DETERMINATION

Executive Compensation Philosophy

Our executive compensation philosophy calls for competitive total compensation that will reward executives for achieving individual and corporate performance objectives and will attract, motivate and retain leaders who will drive the creation of shareholder value. The MDCC reviews and administers the compensation and benefit programs for executive officers, including the named executive officers, and performs an annual assessment of the Company’s executive compensation policy. In determining total compensation, the MDCC considers the objectives and attributes described below.

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2022 Annual General Meeting Proxy Statement


Executive Compensation Principles

Shareholder
alignment

–   Designed to focus our executives on creating shareholder value

–   Long-term incentive awards, delivered in the form of equity, make up a significant percentage of our executives’ total compensation and closely align the interests of executives with the long-term interests of our shareholders

Performance
based

–   Designed to ensure pay realized by our leaders varies with both company and individual performance

–   Annual cash incentive awards are tied to overall corporate, segment or business unit measures that are tailored to the characteristics and priorities of our business units

–   Long-term incentive awards are designed to reward our executive officers for creating long-term shareholder value. Long-term incentive awards are granted primarily in the form of stock options and performance stock units

Appropriate risk

–   Designed to encourage executive officers to take appropriate risks in managing their businesses to achieve optimal performance

–   Oversee and review annually the results of the assessment of risks related to the Company’s compensation policies and programs for officers and employees

Competitive with
external talent
markets

–   Designed to ensure that our programs are competitive within the relevant markets for leadership talent

–   As one input to developing and assessing the continued appropriateness of executive pay programs that meet our specific objectives, we consider the practices of other companies with which we compete for talent, business and capital

–   To provide balanced context, we consider compensation and governance practices drawn from a group of electronics and related industry companies that align with our business segments (our “Industry Peer Group”) as well as from the broader market within which we compete for executive talent. Additional market samples are also referenced to meet unique circumstances where appropriate

Focus on
executive stock
ownership

–   Designed to ensure that our leaders own stock and directly align their long-term financial interests with all other shareholders

–   The TE Connectivity Stock Ownership and Retention Requirement Plan, together with long-term equity awards, drives executive stock ownership

–   The CEO is required to hold shares equal to six times his base salary, and the other named executive officers are required to hold shares equal to three times their respective base salaries

Simple and
transparent

–   Designed to ensure both our leaders and external stakeholders understand our priorities and expectations

–   Our executive compensation programs are designed to be readily understood by our executives, and transparent to our investors

Fair and
Equitable

–   Designed to deliver fair and equitable pay based on roles and responsibilities and on company and individual performance, regardless of gender, race/ethnicity or any other individual demographics

Industry Peer Group

The industry peer group is comprised of companies within the electronics industry. It is our main reference point for maintaining competitive compensation for our CEO and CFO. We also use the industry peer group as an additional resource for our executive officers. As shown below, the fiscal year 2021 industry peer group includes the same 13 companies as in fiscal 2020, with publicly disclosed fiscal-annual revenues ranging from $3.0 billion to $37.9 billion and a median of $13.0 billion.

3M Company

General Dynamics Corporation

Amphenol Corporation

Honeywell International, Inc.

Aptiv, PLC

Johnson Controls International plc

BorgWarner, Inc.

Parker-Hannifin Corporation

Eaton Corporation plc

Rockwell Automation, Inc.

Emerson Electric Co.

Sensata Technologies Holding PLC

Fortive Corporation

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Because robust data are only available for select executive leadership positions among the Industry Peer Group companies, our compensation consultant also provides the MDCC with additional third-party compensation market data (e.g., from Willis Towers Watson) for a cross-industry sample of companies within a reasonable size range of TE.

In September 2021, as part of the MDCC’s annual peer group review, we increased the number of industry peers from 13 to 21 with the goal to promote stability in the group and practices over time.

Determining Executive Compensation

In determining the appropriate total compensation level for each executive officer, the MDCC considers the following items:

Role

–    Responsibilities, scope, and complexity of the executive’s role relative to external benchmark data

–    Relative importance of the role within TE Connectivity

Comprehensive
Market Analysis

–    Comprehensive analysis of current base salary, target annual incentive opportunity, target long term incentive opportunity, target total cash compensation (base salary and target annual incentive), and target total direct compensation for each executive officer

Performance

–    Each executive’s individual performance, level of experience and expected contribution to strategic initiatives and future results

Current
Compensation

–    A review of the executive’s current total direct compensation including internal pay equity and compensation history

CEO
Recommendations

–    The Chief Executive Officer’s detailed performance assessments for the other executive officers and recommendations concerning compensation actions

Compensation Assessment

The compensation assessment for each executive officer is presented on a tally sheet, which also summarizes the officer’s compensation history, job responsibilities, tenure with the company and performance achievements. The tally sheets enable the MDCC to understand how each element of an executive officer’s current compensation opportunity and actual pay compare with the market, to the amounts awarded to other executive officers and how compensation has changed over time and with performance.

With the information provided in the total compensation assessment as a reference, and with the input of the compensation consultant and the Chief Executive Officer, the MDCC makes compensation determinations (both regarding incentive award payouts for performance and target compensation opportunity for the coming year) for each of our executive officers. The MDCC and the Board follow a similar process to set compensation for the Chief Executive Officer. In some years, the MDCC may determine that total compensation (or one or more components of total compensation) for a particular executive should differ (higher or lower) from the market reference point(s) for various reasons (e.g., recent promotion, performance assessment, special assignments or responsibilities that vary from a typical role in the market, etc). Similarly, from time-to-time based on circumstances, the MDCC may approve a total compensation package or individual compensation components that exceed the market reference point(s) for a critical management role in order to attract a highly qualified external candidate.

Employee benefit programs are provided to executive officers on the same basis as all other employees.

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2022 Annual General Meeting Proxy Statement


Compensation Paid or Awarded in Fiscal 2021

The Company’s total compensation and rewards package for executive officers consists of the following elements, each designed for a different purpose:

Base Salary and
Annual 
Incentive Plan

Graphic

Long-Term
Equity
Incentives

Graphic

Broad-based
Retirement and
Health and
Welfare
Benefits

Graphic

Total
Compensation
and Rewards

Focus on Current
Year Performance

Focus on Multi-
Year Performance

Focus on Attraction
and Retention

Base Salary

Base salary provides fixed compensation for performing the executive’s core duties and responsibilities. As shown in the table below, Mr. Kroeger received a 6.5% base salary increase to recognize his promotion to President, Industrial Solutions, none of our other NEOs received base salary increases for fiscal year 2021.

Fiscal 2021

    

Change from
Fiscal 2020

Mr. Curtin

$

1,200,000

No Change

Mr. Mitts

$

673,111

No Change

Mr. Merkt

$

654,136

No Change

Mr. Jenkins

$

573,513

No Change

Mr. Kroeger

$

575,000

6.50%

Annual Cash Incentive Awards

The annual incentive program is designed to focus executive officers on achieving financial and strategic priorities and reward them for performance against pre-established goals at the corporate or segment level; final payouts also may be modified to reflect the MDCC’s assessment of individual or company performance beyond these goals. Generally, the MDCC intends the annual incentive award program to provide market competitive (generally median) payouts for achieving pre-determined, target performance goals.

In order to carefully consider the unique set of challenges created by COVID-19 in connection with evaluating our performance for fiscal year 2021, there were two performance intervals with one payout at the end of the fiscal year. This design allowed the Company to establish quantitative financial goals for the first half and second half of the fiscal year.

In the first quarter of fiscal 2021, the MDCC established:

Performance Criteria for the first half of the year: applicable threshold, target and maximum performance criteria for each financial performance metric for the first half of the year required to earn threshold, target and maximum bonus awards; no bonus is earned for performance below threshold on any metric and payouts vary proportionally based on actual performance achieved;
KPI metric – established the annual KPI metric for the year;
Annual Individual Target Bonus Opportunity: a percent of each executive officer’s salary, established by the MDCC as part of the fiscal year 2021 Compensation Assessment.

In the third quarter of fiscal 2021, the MDCC established the threshold, target and maximum performance criteria for each financial performance metric for the second half of the year required to earn threshold, target and maximum bonus awards; no bonus is earned for performance below threshold on any metric and payouts vary proportionally based on actual performance achieved.

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Target Bonus Percentages

The target bonus percentages for the named executive officers for fiscal year 2021 are listed below. Messrs. Mitts, Merkt and Kroeger received target bonus increases to better align their total direct compensation with market practice.

    

Fiscal 2021 Target

Change from Fiscal 2020

    

Mr. Curtin

 

150

%  

No Change

Mr. Mitts

 

125

%  

85

%  

Mr. Merkt

 

100

%  

85

%  

Mr. Jenkins

 

85

%  

No Change

Mr. Kroeger

 

95

%  

85

%  

Performance Measures

Each year the MDCC reviews and approves the annual incentive measures for the business segments and the Company as a whole. Measures are selected to support the objectives of each business and to provide appropriate balance and to avoid excessive risk. For fiscal year 2021, we maintained the number of measures at four as illustrated below, consistent with last year.

Business Segment

Transportation

Industrial

Performance Metrics

    

Corporate

    

Solutions

    

Solutions

Earnings Per Share ("EPS")(1)

 

20

%  

20

%  

20

%

Revenue(2)

 

25

%  

20

%

30

%

Operating income(2)

 

35

%  

40

%

30

%

Key Performance Indicator ("KPI")(3)

 

20

%  

20

%

20