Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.




On January 17, 2020, Martha Sullivan notified Sensata Technologies Holding plc
(the "Company") that she has decided to retire from her role as Chief Executive
Officer ("CEO") effective March 1, 2020 (the "Effective Date"). Following the
Effective Date, Ms. Sullivan will continue to serve as a non-independent
director on the Company's Board of Directors (the "Board") and remain an
employee, serving as Executive Advisor.
The Board has appointed Jeffrey Cote to succeed Ms. Sullivan as CEO on the
Effective Date. Mr. Cote, 53, who has held the position of President and Chief
Operating Officer of the Company since January 2019, will continue to serve as
President of the Company. Additional background information on Mr. Cote can be
found on page 17 of the Company's 2019 Definitive Proxy Statement, filed with
the Securities and Exchange Commission on April 30, 2019, which is incorporated
herein by reference. In connection with his appointment as President and Chief
Executive Officer, the Compensation Committee of the Board (the "Compensation
Committee") approved Mr. Cote's annual base salary at $930,000 and his annual
incentive opportunity at 120% of his annual base salary. In addition, the Board
has appointed Mr. Cote to serve as a non-independent director on the Board as of
the Effective Date.
As the Executive Advisor, Ms. Sullivan will have such responsibilities usually
vested with this position and will play a critical role in the CEO transition
process, advising Mr. Cote on strategy, organizational matters and other topics.
The Compensation Committee approved Ms. Sullivan's annual base salary at
$472,500 and amended her stock option awards granted in 2013 through 2018 to
allow for continued exercisability until 60 days after her service as a director
on the Board ends. Ms. Sullivan will remain an employee through April 2, 2021
and be eligible to participate in the benefit plans of all employees, but she
will not be eligible to participate in the Company's annual incentive program
for the 2020 performance period. In addition, in connection with her expected
continued service on the Board during this transition, the Compensation
Committee has approved a one-time restricted stock unit with a value of $150,000
vesting on April 1, 2021.
A copy of the press release announcing Ms. Sullivan's retirement and Mr. Cote's
appointment to CEO is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits
99.1         Press release issued by Sensata Technologies Holding plc, dated
           January 23, 2020, announcing retirement of Martha Sullivan and
           appointment of Jeff Cote to CEO
104        Cover Page Interactive Data File (embedded within Inline XBRL
           document).




                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses