¨ | Preliminary Proxy Statement |
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¨ | Definitive Proxy Statement |
x | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to §240.14a-12 |
x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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• | 85% of Sensata’s CEO compensation is compensation at risk, directly tied to the performance of the Company or share price (for all other Named Executive Officers ("NEOs"), the average pay at risk is 73% of total compensation). |
• | We believe that stock options are performance-based and a highly effective vehicle aligning executive interests with those of our shareholders; and compared to our peers as defined in our Proxy Statement, we use a higher percentage of options in our long-term incentive mix. Under ISS methodology, stock options are valued more highly than a comparable award of time-vested restricted stock, thus potentially inflating their analysis of our CEO's long-term incentive awards. |
• | Most of our peers include time-vested restricted stock as part of their NEO compensation, which we currently do not include. |
• | The EPS targets for the Performance RSUs are set against an aggressive business plan that requires consistent three- year double digit growth. Payout for the 2013 Performance RSUs will not occur below achievement of 95% of the performance target, reflecting a more stringent requirement than is typical of our peer companies. |
• | Performance equity awards have been forfeited due to performance not meeting goals: |
• | Annual incentive bonus funding for NEOs has resulted in zero payouts in three of the last six years when performance fell short of our goals: |
• | Our annual incentive bonus payout was determined as follows: |
• | The 2013 individual incentive bonus awarded to our CEO reflected her individual contributions, which exceeded expectations for the year, and the fact that under her leadership our Company: |
◦ | Delivered record Revenue and Earnings, above median performance compared with peer companies, |
◦ | Returned over $320M to shareholders through 9.1M repurchased shares, |
◦ | Executed on the strategic acquisition of Wabash Technologies at the end of 2013, |
◦ | Led expansion of our leadership team, which included the hiring of a new Chief Human Resources Officer and new CFO. |
• | Incorporating both the Company’s performance and the CEO’s demonstrated accomplishments, the Compensation Committee determined the CEO’s actual bonus payment at 100% of target. |
• | Our CEO's 2013 total compensation is within 5% of ISS peer group median. |
• | We do not provide tax gross-ups to executive officers for personal expenses or in the event of change in control. |
• | There are limited perquisites provided to the NEOs. |
• | We have a robust policy on share ownership requirements for all executives. CEO is required to hold 4x her salary, COO 3x salary, all others at 2x salary. |
• | We have an anti-hedging policy within our insider trading policy which is available on our Corporate website. |