Sensata Technologies Holding plc announced that Jeff Cote, Chief Executive Officer and President of Sensata Technologies, has informed the Board of Directors of his intention to retire as CEO and President, and step down as a Member of the Sensata Board, effective April 30, 2024.
The Board of Directors has appointed Martha Sullivan as Interim President and CEO and has established a CEO Search Committee to identify a new permanent CEO.
CEO Transition
Regarding Jeff Cote’s decision to retire, Sensata Chairman, Andrew C. Teich, said, “Sensata is a strong, profitable business that is well-positioned for a bright future in an increasingly electrified world. The Board is grateful for Jeff’s dedication and leadership in positioning the Company to benefit from these opportunities, and we wish him the best in his retirement.”
“I am proud of the progress we have made in helping our customers solve their most challenging engineering and operational issues,” said Jeff Cote, adding “I want to thank our customers, employees, and our shareholders. It was an honor to work alongside Team Sensata as we strove every day to create capabilities that helped transform our end-markets, and position Sensata as a trusted partner.”
CEO Search Committee
Regarding Martha Sullivan’s appointment as Interim President and CEO, Andrew C. Teich, stated, “Martha’s previous experience as Sensata’s CEO and service as a Board member makes her ideally qualified to assume the Interim CEO role. We are confident that under her leadership, Sensata’s talented team will continue to deliver for our customers and our shareholders as we work to identify and hire our next CEO.”
The Committee will undertake the search with the assistance of a pioneering executive search firm
“It is a privilege to lead Sensata and work alongside our incredibly talented team once again,” said Martha Sullivan, adding “I am committed to a smooth transition and nurturing the momentum underway as we continue to deliver trusted sensor-rich solutions to our customers.”
The CEO Search Committee is initially comprised of current Sensata Board Directors, Andrew Teich, Martha Sullivan, and John Mirshekari. The Committee will undertake the search with the assistance of a pioneering executive search firm.
New Independent Director Appointment
In addition, following a constructive dialogue with Elliott Investment Management L.P. (together with its affiliates, “Elliott”), Sensata has appointed Phillip Eyler to the Company’s Board. Mr. Eyler will serve on the CEO Search Committee and the Nominating and Governance Committee when he joins the Board on July 1, 2024. With the appointment of Eyler, Sensata’s Board will consist of eleven directors, ten of whom are independent.
Regarding Phillip Eyler’s appointment to the Board, Andrew C. Teich continued, “We are pleased to welcome Phil to the Board. He brings valuable insights and expertise, as a successful sitting CEO in an adjacent technology space with a proven track record of technology innovation and value creation. The Board looks forward to benefitting from his perspectives as we work to drive further shareholder value creation.”
Sensata’s strategic sensor portfolio
Elliott Partner - Marc Steinberg and Portfolio Manager - Austin Camporin, added, “As Sensata’s largest investor, we believe the Company is on the path to substantial shareholder value creation. We thank Jeff for his leadership, and we are highly confident in Martha’s ability to guide Sensata through this transition."
They further said, "In addition, we believe Phil Eyler will bring fresh and relevant perspectives to the Board. Sensata’s strategic sensor portfolio positions it to benefit from ongoing secular tailwinds, and we believe that as Sensata executes on its plans to improve performance, shareholders will benefit from this multi-year value creation opportunity.”
Cooperation Agreement with Elliott
The Company has entered into a Cooperation Agreement with Elliott, as well as an Information Sharing Agreement to facilitate an ongoing dialog between Elliott and the Board as both seek to drive sustainable value creation for all Sensata shareholders.
The Cooperation Agreement contains customary standstill, voting, and other provisions. A copy of the Cooperation Agreement will be filed with the U.S. Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024.
