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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-29 · 72 added, 55 removed, 212 unchanged (37% of the section changed)

CONTROLS AND PROCEDURES

The required certifications of our Chief Executive Officer and Chief Financial Officer are included as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K.

The required certifications of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer are included as Exhibits 31.1, 31.2, and 31.3 to this Annual Report on Form 10-K.

The disclosures set forth in this Item 9A contain information concerning the evaluation of our disclosure controls and procedures, management's report on internal control over financial reporting, and changes in internal control over financial reporting referred to in these certifications.

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Evaluation of Disclosure Controls and Procedures

With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.

With the participation of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.

The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms.

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Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level because of the existence of material weaknesses as described in Management’s Report on Internal Control over Financial Reporting.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level because of the existence of material weaknesses as described in Management’s Report on Internal Control over Financial Reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

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In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in May 2013.

Based on the results of this assessment, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was not effective due to the identification of the material weaknesses described below.

Based on the results of this assessment, management, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was not effective due to the identification of the material weaknesses described below.

As of December 31, 2024, the Company identified material weaknesses in maintaining an appropriate internal control environment.

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Changes in Internal Control over Financial Reporting

Other than the material weaknesses noted above, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of the year ended December 31, 2023 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter of the year ended December 31, 2024 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Material Weakness Remediation Plan

Management is in the process of developing a remediation plan, which could include:

• The engagement of third-party consultants to evaluate and help formalize internal controls design and framework;

• The completion of a risk assessment to determine areas within the internal control structure to strengthen, document and execute.

• The augmentation, reorganization or replacement of personnel where necessary to ensure appropriate levels of knowledge and execution to support internal control structure assessment, design and execution.

Management is committed to the remediation of these material weaknesses and expects to successfully implement enhanced control processes.

However, as management continues to evaluate and work to improve our internal control over financial reporting, it may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.

Therefore, management cannot assure you when these material weaknesses will be remediated, that additional actions will not be required to remediate the material weaknesses, or the costs of any such additional actions.

We have devoted a significant amount of time and resources towards remediation of the material weaknesses.

We will continue to execute on our remediation plan until the material weaknesses are remediated.

Actions taken to date, and expected to be taken, include the following:

• Completion of an internal organizational assessment to identify gaps in knowledge and staffing levels and consider potential reorganization of our teams.

• Hiring of additional accounting and IT personnel, including a new Chief Accounting Officer in May 2024, with the appropriate level of knowledge, training, and experience to improve our internal control over financial reporting and IT capabilities.

We are continuing to recruit for additional resources.

• Engaged a third party to assist in development and formalization of a risk assessment process across the organization to identify risks and design new controls or enhance existing controls responsive to such risks to ensure timely and accurate financial reporting based on criteria established in the COSO framework.

We are in various stages of this risk assessment and control development process, including assessing and documenting control gaps and remediating existing control gaps.

• Implemented a global system to enhance our account reconciliation process, increase monitoring capabilities, and improve our consistency.

• Assessed the specific training needs for newly hired and existing personnel and developed and delivered training programs designed to enhance our internal controls over financial reporting.

• Enhanced the procedures regarding our annual physical inventory counts, including employee training in performing annual physical counts and clarification of instructions as to the process for recording adjustments to inventory as a result of physical counts.

We have completed physical inventories at all of our locations.

We are committed to the remediation of these material weaknesses and expect to successfully implement enhanced control processes.

However, as we continue to evaluate and work to improve our internal control over financial reporting, we may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.

Report of Independent Registered Public Accounting Firm

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The Company did not specify objectives with sufficient clarity to enable an appropriate level of risk assessment and monitoring.

Additionally, the Company’s control activities did not adequately and consistently establish policies, procedures, information protocols and communications to design and operate effective controls, due in part, to a lack of appropriate accounting personnel, impacting areas such as inventory and account reconciliation processes in the Americas Accounting and Shared Services teams located in Mexico.

Additionally, the Company’s control activities did not adequately and consistently establish policies, procedures, information protocols, and communications to design and operate effective controls, due in part, to a lack of appropriate accounting personnel.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

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OTHER INFORMATION

On November 7, 2023, Paul Vasington retired as Executive Vice President, Chief Financial Officer and ceased being an officer for purposes of Section 16 of the Exchange Act.

On November 16, 2023 , Mr.

Vasington's "Rule 10b5-1 trading arrangement " as such term is defined in Item 408(a) of Regulation S-K, entered on March 1, 2023, was terminated .

On November 9, 2023 , Jeff Cote , Chief Executive Officer and President , an officer for purposes of Section 16 of the Exchange Act, entered into a "Rule 10b5-1 trading arrangement" as such term is defined in Item 408(a) of Regulation S-K.

This arrangement was entered into during an open trading window and provides for the potential sale of up to 100,000 ordinary shares contingent on attainment of certain price per share of our common stock.

The earliest sell date is February 7, 2024 and the plan will terminate upon the earlier of June 30, 2025 or the date all ordinary shares under the plan are sold.

In addition, Mr.

Cote may terminate the plan at any time.

During the three-month fiscal period ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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3.1 Articles of Association of Sensata Technologies Holding plc (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on March 28, 2018).

4.1 Indenture, dated as of October 14, 2014, among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon, as Trustee, together with all supplemental indentures relating thereto entered into through February 13, 2023 (incorporated by reference to Exhibit 4.3 of the Registrant's Annual R eport on Form 10-K filed on February 13, 2023 ) .

4.2 Form of 5.625% Senior Note due 2024 (included as Exhibit A to Exhibit 4.

4.3 Indenture, dated as of March 26, 2015, among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon, as Trustee, together with all supplemental indentures relating thereto entered into through February 13, 2023 (incorporated by reference to Exhibit 4.5 of the Registrant's Annual Report on Form 10-K filed on February 13, 2023 ) .

4.4 Form of 5.0% Senior Notes due 2025 (included as Exhibit A to Exhibit 4.

4.5 Indenture, dated as of September 20, 2019, among Sensata Technologies, Inc., the Guarantors named therein, and The Bank of New York Mellon, as Trustee, together with all supplemental indentures relating thereto entered into through February 13, 2023 (incorporated by reference to Exhibit 4 .

7 of the Registrant's Annual Report on Form 10-K filed on February 13, 2023) .

4.6 Form of 4.375% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.

4.2 Description of Sensata Technologies Holding plc Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.15 of the Registrant's Annual Report on Form 10-K filed on February 11, 2020).

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4.4 Form of 3.750% Senior Notes due 2031 (included as Exhibit A to Exhibit 4.

4.10 Indenture dated as of March 29, 2021 among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon as Trustee, together with all supplemental indentures relating thereto entered into through February 13, 2023 (incorporated by reference to Exhibit 4.12 of the Registrant's Annual Report on Form 10-K filed on February 13, 2023) .

4.5 Indenture dated as of March 29, 2021 among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon as Trustee, together with all supplemental indentures relating thereto entered into through February 13, 2023 (incorporated by reference to Exhibit 4.

12 of the Registrant's Annual Report on Form 10-K filed on February 13, 2023).

4.6 Form of 4.0% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.

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4.8 Form of 5.875% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.

4.9 I ndenture, dated as of June 6, 2024, among Sens ata Technolo gies, Inc., the Guarantors named therein, and the Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant 's Current Report on Form 8-K filed on June 6, 2024).

4.10 F orm of 6.625% Senior Notes due 2032 (included as Exhibit A to Exhibit 4.

10.1 Cross-License Agreement, dated April 27, 2006, among Texas Instruments Incorporated, Sensata Technologies B.V.

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(incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on December 11, 2013, Commission File No.

10.13 Employment Agreement, entered into on February 4, 2014 between Sensata Technologies, Inc.

Vasington (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on February 4, 2014, Commission File No.

001-34652).†‡

10.13 Amendment No.

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10.24 Amendment to Martha Sullivan Award Agreements with Sensata Technologies Holding plc, dated February 29, 2020 (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2020).†

10.26 Amended and Restated Employment Agreement between Vineet Nargolwala and Sensata Technologies, Inc., dated March 5, 2020 (incorporated by reference to Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2020).†

10.27 Amended and Restated Employment Agreement between Hans Lidforss and Sensata Technologies, Inc., dated March 5, 2020 (incorporated by reference to Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2020).†

10.28 Employment Agreement between Lynne Caljouw and Sensata Technologies, Inc., dated June 15, 2020 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on July 28, 2020).†

10.29 Securities Purchase Agreement, dated February 11, 2021, by and among Xirgo Technologies Intermediate Holdings, LLC, Xirgo Holdings, Inc., the Persons, Sellers, and Option Holder Identified Herein, Sensata Technologies, Inc., and the Seller Representative Identified Herein (incorporated by reference to Exhibit 10.42 of the Registrant’s Annual Report on Form 10-K filed on February 12, 2021).

10.25 Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q filed on July 27, 2021) .†

10.26 Form of Award Agreement for Restricted Stock Units for Directors under the Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on July 27, 2021) .†

10.32 Employment agreement between Juan Picon and Sensata Technologies, Inc., dated December 1, 2021 (incorporated by reference to Exhibit 10.41 of the Registrant's Annual Report on Form 10-K filed on February 10, 2022).

10.27 Stock Purchase Agreement between Dynapower Holdings, LLC and Sensata Technologies, Inc.

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and the other lenders party thereto (incorporated by reference to Exhibit 10.42 of the Registrant's Annual Report on Form 10-K filed on February 13, 2023.

10.39 Separation and Release of Claims Agreement between Juan Picon and STI dated March 17, 2023 (incorporated by reference to Exhibit 10.1 of the Registrant 's Current Report on Form 8-K filed on March 17, 2023) .

10.40 Employment agreement between Jennifer Slater and Sensata Technologies, Inc., dated April 1, 2023 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on May 2, 2023) .

10.41 Employment agreement between Brian Wilkie and Sensata Technologies, Inc., dated April 1, 2023.

10.33 Amended and Restated Employment A greement between Jennifer Slater and Sensata Technologies, Inc., dated April 1, 202 4 (incorporated by reference to Exhibit 10.

2 of the Registrant's Quarterly Report on Form 10-Q filed on April 2 9 , 202 4 ).†

10.34 Amended and Restated Employment A greement between Brian Wilkie and Sensata Technologies, Inc., dated April 1, 202 4 .

(incorporated by reference to Exhibit 10.

3 of the Registrant's Quarterly Report on Form 10-Q filed on May 2, 2023).†

1 of the Registrant's Quarterly Report on Form 10-Q filed on April 2 9 , 202 4 ).†

10.35 Amended and Restated Employment agreement between Lynne Caljouw and Sensata Technologies, Inc., dated January 1, 2023 (incorporated by reference to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q filed on May 2, 2023).†

10.36 Form of Award Agreement for Performance Restricted Stock Units for Named Executive Officers under the Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q filed on May 2, 2023).†

10.44 Separation and Release of Claims Agreement between Hans Lidforss and Sensata Technologies, Inc., dated April 28, 2023 (incorporated by reference to Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q filed on May 2, 2023).†

10.37 Amendment No.

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3 to Foreign Guaranty, dated as of August 22, 2023, by and among Sensata Technologies, Inc., Sensata Technologies Intermediate Holding B.V., Sensata Technologies B.V., the other Guarantors party thereto, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, an L/C Issuer and the Swing Line Lender, and the Revolving Credit Lenders and other L/C Issuers party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on August 28, 2023).

10.46 Letter Agreement, dated October 26, 2023, between Paul S.

Vasington and Sensata Technologies, Inc.

(incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on October 31, 2023).

10.38 Employment Agreement, dated October 26, 2023, between Brian K.

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(incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on October 31, 2023).†

16.1 Ernst & Young LLP letter to the U.S.

Securities and Exchange Commission dated February 27, 2023 (incorporated by reference to exhibit 16.1 of the Registrant's Current Report on Form 8-K filed on February 27, 2023)

19.1 S ensata Technologies Holding plc Insider Trading Polic y.

10.39 Form of Award Agreement for Restricted Stock Units under the Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.

3 of the Registrant's Quarterly Report on Form 10-Q filed on April 29, 2024 ) .

10.40 Form of Award Agreement for Performance Restricted Stock Units under the Sensata Technologies Holding plc 2021 Equity Incentive Plan (incorporated by refer e nce to Exhi bit 10.4 of the R egist r ant's Quarterly Report on Form 10-Q on April 29, 2024) .

10.41 Cooperation Agreement, dated as of April 29, 2024, by and among Sensata Technologies Holding plc, Elliott Investment Management L.P., Elliott Associates L.P., and Elliott International L.P.

(incorporated by reference to Exhibit 10.5 of the R egistrant's Quarterly Report on Form 10-Q on April 29, 2024).

10.42 Retirement and Release of Claims Agreement between Jeffrey Cote and Sensata Technologies, Inc., dated April 26, 2024 (incorporated by reference to Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q on April 29, 2024) .

10.43 Offer Letter, dated April 26, 2024, to Martha Sullivan for Interim President and Chief Executive Officer of Sensata Technologies, effective May 1, 2024 (incorporated by reference to Exhibit 10.

7 of the R egi strant's Quarterly Report on Form 10-Q on April 29, 2024) .

10.44 RSU Award Agreement to Martha Sullivan from Sensata Technologies Holding plc, effective May 1, 2024 (incorporated by reference to Exhibit 10.8 of the R egistrant's Quarterly Report on Form 10- Q on April 29, 2024) .

10.45 Amendment to Award Agreements, dated April 26, 2024, between Brian Roberts and Sensata Technologies Holding plc.

(incorporated by reference to Exhibit 10.9 of the R egistrant's Quarterly Report on Form 10-Q on April 29, 2024) *†

10.46 Sensata Technologies Holding plc Severance and Change in Control Plan, dated April 26, 2024 (incorporated by reference to Exhibit 10.10 of the R egi strant's Quarterly Report on Form 10-Q on April 29, 2024) .

10.47 Form of Inducement Restricted Stock Unit Award (Replacement Award), between Stephan von Shuckmann and Sensata Technologies Holding plc (incorporated by reference to Exhibit 99.1 of the Registrant's Registration Statement on Form S-8 filed on January 10, 2025)

10.48 Form of Inducement Restricted Stock Unit Award, between Stephan von Shuckmann and Sensata Technologies Holding plc (incorporated by reference to Exhibit 99.2 of the Registrant's Registration Statement on Form S-8 filed on January 10,2025)

10.49 Fixed-Term Employment Agreement, dated November 22, 2024, between Stephan von Schuckmann and Sensata Technologies Germany GmbH *

10.50 Employment Agreement, dated November 22, 2024, between Stephan von Shuckmann and Sensata Technologies, Inc.

10.51 Letter Agreement, dated December 17, 2024, between Stephan von Schuckmann and Sensata Technologies Holding plc *

19.1 Sensata Technologies Holding plc Insider Trading Policy.

21.1 Subsidiaries of Sensata Technologies Holding plc.

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31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

31.3 Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer , Chief Financial Officer, and Chief Accounting Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SENSATA TECHNOLOGIES HOLDING PLC

/s/ JEFF COTE

Chief Executive Officer and President

/s/ STEPHAN von SCHUCKMANN

Stephan von Schuckmann

Chief Executive Officer

February 28, 2025

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SIGNATURE TITLE DATE

/s/ JEFF COTE Chief Executive Officer, President, and Director February 29, 2024

Jeff Cote (Principal Executive Officer)

/s/ STEPHAN von SCHUCKMANN

Chief Executive Officer, and Director

February 28, 2025

Stephan von Schuckmann

(Principal Executive Officer)

/s/ BRIAN ROBERTS

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Brian Roberts

(Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer)

/s/ RICHARD SIEDEL

Vice President and Chief Accounting Officer February 28, 2025

Richard Siedel

(Principal Accounting Officer)

/s/ ANDREW TEICH Chairman of the Board of Directors February 28, 2025

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Lorraine Bolsinger

/s/ PHILLIP EYLER

Director February 28, 2025

Phillip Eyler

/s/ JOHN MIRSHEKARI

Director February 28, 2025

John Mirshekari

/s/ CONSTANCE SKIDMORE Director February 28, 2025

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/s/ STEPHEN ZIDE Director February 28, 2025

/s/ JEFF COTE Authorized Representative in the United States February 29, 2024

/s/ STEPHAN von SCHUCKMANN

Authorized Representative in the United States February 28, 2025

Stephan von Schuckmann

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures