TE Connectivity plc TEL

50% shingled-prose overlap between the two filings.

2025: 55,215 chars · 2026: 56,153 chars

• Committee Report:69% overlap (1,235 → 1,251 chars)
• Pay Ratio (Item 402(u)):15% overlap (1,841 → 1,578 chars)
• Say-on-Pay proposal:83% overlap (3,883 → 4,059 chars)

• changedCD&A Table of ContentsPageHighlightsIntroduction48Executive ContentsPageHighlightsIntroduction46ExecutiveSummary/Compensation Highlights & Governance (including Say-on-Pay)48 ​​​Compensation Say-on-Pay)46-48​​​CompensationElements and Pay DeterminationExecutive Compensation Philosophy, Principles & Peer Groups50Determining Groups48-50DeterminingExecutive Compensation52Compensation Assessment53NEO Compensation50CompensationAssessment50NEOCompensation Paid or Awarded for Performance53​- Performance51​-Base Salary53​- Salary51​-Annual Cash Incentive Awards54​- Awards51-55​-Long-Term Incentive Awards59​Other Awards56-57​OtherBenefits and Perquisites61​​​Policies Perquisites58​​​Policiesand PracticesExecutive Stock Ownership Requirements62Termination Payments62Insider Requirements58TerminationPayments59InsiderTrading Policy63​Equity Policy59​EquityAward Timing Policies and Practices63​Clawbacks Practices60​Clawbacksand Other Remedies for Potential Misconduct63Roles Misconduct60Rolesand Responsibilities of MDCC, Independent Nonemployee Members of the Board of Directors, Consultant & CEO64Tax CEO61TaxDeductibility and Risk Profile66​​​OtherManagement Profile62​​​OtherManagementDevelopment and Compensation Committee Report67Compensation Report63CompensationCommittee Interlocks and Insider Participation67​​​Executive Participation63​​​ExecutiveCompensationSummary Compensation Table68Grants Table64-65Grantsof Plan-Based Awards 70Outstanding 66OutstandingEquity Awards71Option Awards67OptionExercises and Stock Vested72Pension Benefits72​Nonqualified Vested68PensionBenefits68​NonqualifiedDeferred Compensation72Termination Compensation68-69Terminationand Change in Control Payments 73​CEO 69-72​CEOPay Ratio76​Pay-versus-Performance (PVP)77Compensation Ratio72-73​Pay-versus-Performance(PVP)73-76Compensationof Non-Employee Directors81 Directors77-78
• changed​​2026 ​​2025Annual General Meeting Proxy Statement47
• changedThis Compensation Discussion and Analysis (“CD&A”) outlines TE Connectivity’s executive compensation program for our named executive officers serving as of September 26, 2025 27,2024who are identified below and appear in the Summary Compensation Table.
• newMittsEVP and Chief Financial Officer​​Aaron K.
• newStuckiPresident, Transportation Solutions​​Shad W.
• newKroegerPresident, Industrial Solutions​​John S.
• changedThe OurManagement Development and Compensation Committee (the “MDCC”) is responsible for establishing and overseeing executive compensation programs that align with supportTE Connectivity’s executivecompensation philosophy and support the company’s strategic objectives. philosophy.
• newAs outlined in this Compensation Discussion and Analysis (CD&A), the MDCC follows a structured and disciplined process in determining executive pay.
• newThis process includes a comprehensive evaluation of multiple factors, such as company performance, individual contributions, progress against strategic goals, and competitive market benchmarks.
• newThe MDCC approves compensation decisions for TE’s executive officers, while compensation decisions for the Chief Executive Officer are also subject to approval by the full Board of Directors.
• newTo ensure objectivity and informed decision-making, the MDCC engages an independent compensation consultant who provides expert advice, market insights, and impartial guidance throughout the process.
• changedExecutive Summary - Fiscal 2025 2024Executive Compensation Highlights and Governance
• changedThis section identifies the most significant decisions and changes made regarding TE Connectivity’s executive compensation program in fiscal year 2025. 2024.
• changed●In fiscal year 2025, 2024,approximately 91.07% 93%of votes cast approved the compensation of our named executive officers, reflecting strong shareholder support for our pay-for-performance philosophy.
• changedFiscal Year 2025 2024Performance Summary
• new●Net sales were a record $17.3 billion.
• changed●GAAP operating margin was 19%, 17.6%,a record for the company, driven by strong operational performance.
• new●GAAP EPS was $6.16.
• changed●Generated record cash flow for the full year, including cash flow from operating activities of $4.1 billion. approximately$3.5billionthatincreasedfrom$3.1billioninFY23.
• new●Returned $2.2 billion to shareholders and deployed $2.6 billion for bolt-on acquisitions to support strategic growth.
• changed​​482026 ​​462025Annual General Meeting Proxy Statement
• changedFiscal Year 2025 2024Compensation Summary
• changedAlign executive and shareholder interestsProvide a significant portion of total compensation that is performance-based and at risk​Attract riskAttractand retain talented executives
• changed2025 2024Target Total Direct Compensation Opportunity
• changedOur NEOs’ target compensation for 2025 2024consisted of the components described below:
• changedPay ComponentPurpose & Metrics% of target total compensationCEONEOBase Salary– Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent.8%18%Annual Short-term Incentive– Focuses our executives on achieving financial and other business objectives.– FY2025 FY2024Metrics: Revenue, Operating Income, Strategic Priorities (KPIs) and Earnings Per Share (on an adjusted basis, as discussed below)13%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.– FY2025 FY2024Vehicles:• 50% Performance Stock Units (PSU)• 50% Stock Options (SO)79%64%
• changedKey compensation decisions in 2025 2024
• newSalary increases for Mr. Stucki and Mr. Kroeger reflect expanded roles.
• newMr. Mitts received a performance-based increase.
• newMarket-aligned adjustments for Mr. Curtin and Mr. Jenkins support continued competitiveness.Mr.
• newStucki’s target bonus was adjusted to reflect expanded responsibilities and market alignment.
• newBonus targets for other NEOs remained unchanged.
• newFY25 annual incentive payouts for NEOs ranged from 126.8% to 167.1% of target, based on performance against established metrics.2025 Annual Equity Grants were delivered in the form of PSU (50%) and SO (50%).
• newFY2023 PSU with a three-year relative EPS growth performance cycle vested in December 2025 at 136% of target
• changed​​2026 ​​2025Annual General Meeting Proxy Statement49
• changedCompensation Governance Highlights
• changed√ ​ ​ ​Link Linkpay to performance with a high percentage of variable compensation√ ​ ​ ​Include Includea “clawback” provision in all executive officer incentive award agreements (both annual and long-term), in addition to adopting the NYSE mandated executive “clawback” policy√ ​ ​ ​Perform Performannual say-on-pay advisory vote for shareholders√ ​ ​ ​Maintain Maintainrobust stock ownership requirements for executives (6x CEO, 3x executive officers)√ ​ ​ ​Design Designcompensation programs to mitigate undue risk-taking√ ​ ​ ​Include Includeperformance criteria in incentive plans that are consistent with annual operating budgets, strategic forecasts and investor guidance√ ​ ​ ​Retain Retaina fully independent external compensation consultant whose independence is reviewed annually by the MDCC√ ​ ​ ​Cap Capincentive compensation payments for individuals including our CEO√ ​ ​ ​Align Alignexecutive compensation with shareholder returns through long-term incentives√ ​ ​ ​Maintain Maintainan insider trading policy applicable to all executive officers and employees√ ​ ​ ​Review Reviewshare utilization annually√ ​ ​ ​Provide Provideonlylimited non-business aircraft usage
• changedx Provide tax gross ups for executives except under our mobility relocationprogramx Provide excise tax gross upsx Provideperquisitesfornamedexecutiveofficersexceptforlimitednon-businessaircraftusageorinconjunctionwithourrelocationprogramxRe-price underwater stock optionsx Provide tax gross ups for personal aircraft usex usexAllow hedging or pledging of TE securities
• changed​​502026 ​​482025Annual General Meeting Proxy Statement
• changed​Shareholderalignment– ​​Shareholderalignment–Designed with consideration of shareholder feedback and governance best practices to ensure alignment with investor expectations and the Company’s pay-for-performance philosophy.– 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.Performancebased– Designed to ensure pay realized by our leaders varies with company performance, individual performance, and the shareholder experience over time.– 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.
• newAs part of its oversight of executive compensation, the MDCC periodically reviews market data to ensure that pay levels, mix, and practices for senior executives remain competitive and aligned with shareholder interests.
• changedThe foundation of this forthesemarket data is TE’s Industry Peer Group, which is Groupasestablished by the MDCC with input from Pay Governance, Governanceasits independent compensation consultant.
• changedThis TheIndustrypeer group consists iscomprisedof companies alignedwithTE’sbusinesssegmentswithin the electronics and related industries that are aligned with TE’s business segments. industries.
• newCompanies are
• changed​​2026 ​​2025Annual General Meeting Proxy Statement51
• newselected based on factors such as revenue size, market capitalization, product offerings, geographic presence, and the extent to which we compete for executive talent.
• newThe MDCC reviews and approves the peer group annually to ensure it remains a balanced and relevant reference for evaluating executive compensation.
• newThe peer group serves as the primary benchmark for assessing pay levels for our CEO, CFO, and Board of Directors, evaluating plan design features, award decisions, and conducting pay-for-performance analyses.
• newFollowing this year’s review, no changes were made to the peer group, as it continues to be considered reasonable and appropriate.
• changedFor Asshownbelow,thefiscal year 2025, the 2024Industry Peer Group includes continuestoinclude21 companies, with publicly disclosed annual fiscal-annualrevenues ranging from $6.2 $6.1billion to $49.2 billion, $42.3billionand a median of $17.6 billion, as shown below: $17.5billion.
• changed​​Role-Responsibilities, ​​Role–Responsibilities,scope, and complexity of the executive’s role relative to external benchmark data-Relative data–Relativeimportance of the role within TE ConnectivityComprehensive Market Analysis-Comprehensive Analysis–Comprehensiveanalysis 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 officerPerformance-Each officerPerformance–Eachexecutive’s individual performance, level of experience and expected contribution to strategic initiatives and future resultsCurrent Compensation-A Compensation–Areview of the executive’s current total direct compensation including internal pay equity and compensation historyCEO Recommendations-The Recommendations–TheChief Executive Officer’s detailed performance assessments for the other executive officers and recommendations concerning compensation actions
• changed​​522026 ​​502025Annual General Meeting Proxy Statement
• changedThe compensation assessment for executive officers is reviewed by the MDCC on individualtallysheets, which summarize the officer’s current compensation, actual pay compared to the market, compensation history, and performance achievements.
• changedCompensation Paid or Awarded in Fiscal 2025 2024
• changedBase Salary andAnnual Incentive Plan Long-TermEquityIncentivesBroad-basedRetirement, Security Long-TermEquityIncentivesBroad-basedRetirementandHealth andWelfareBenefitsTotalCompensationand Rewards​​​​​​​Focus on CurrentYear Performance​Focus on Multi-Year Performance​Focus on Attractionand Retention​​
• newAs part of its annual compensation review, the MDCC approved base salary increases for Mr. Curtin, Mr. Mitts and Mr. Jenkins to ensure continued market competitiveness and to recognize performance.
• newAdditionally, Mr. Kroeger and Mr. Stucki received base salary increases in recognition of their expanded responsibilities and new leadership roles, reflecting the increased scope and strategic importance of their positions.
• new​​​​​​​​ ​ ​ ​Fiscal 2025 ​ ​ ​Change fromFiscal 2024​Mr. Curtin​$ 1,400,000​12.0%Mr. Mitts​$ 800,085​6.7%Mr. Stucki​$ 675,000​15.4%Mr. Kroeger​$ 647,000​3.0%Mr. Jenkins​$ 700,171​5.2%
• changed​​2026 ​​2025Annual General Meeting Proxy Statement53
• changedThe Annual Incentive Program (AIP) is designed to focus executive officers on achieving financial and strategic priorities and reward them for performance against pre-established goals at the corporate, sector corporateor segment level; final payouts also may be modified to reflect the MDCC’s assessment of individual or company performance beyond these goals.
• newIn response to continued macroeconomic uncertainty and industry-specific challenges - including the evolving tariff environment, ongoing supply chain disruptions, and broader geopolitical and market volatility - the Company maintained a two-interval performance measurement approach for the fiscal year 2025 annual incentive program.
• newWe believe this structure allows for performance to be assessed across two distinct periods within the fiscal year, while maintaining a single payout at year-end.
• newThe approach provides greater flexibility to account for external volatility and timing shifts in business impact, while continuing to reinforce accountability and alignment with strategic objectives.
• changedIn the first quarter of fiscal 2025, 2024,the MDCC established:
• changed●Key Performance Indicator (KPI) ●KPImetric – established the annual KPI metric for the year;
• changed●Annual Individual Target Bonus Opportunity: a percent of each executive officer’s salary, established by the MDCC as part of the fiscal year 2025 2024Compensation Assessment.
• changedIn the third quarter of fiscal 2025, 2024,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.
• changedThe target bonus percentages for the named executive officers for fiscal year 2025 2024are listed below.
• new​​​​​​​ ​ ​ ​Fiscal 2025 Target ​ ​ ​Fiscal 2024 Target ​ ​ ​Mr. Curtin 175% 160% Mr. Mitts 125% 125% Mr. Stucki 95% 85% Mr. Kroeger 95% 95% Mr. Jenkins 85% 85%
• newEach year, the MDCC reviews and approves the performance measures used in the annual incentive program for both the Company and its business segments.
• newThese measures are carefully selected to align with the strategic objectives of each business, ensure an appropriate balance of priorities, and mitigate the potential for excessive risk-taking.
• changedThe AIP annualincentiveprogramemphasizes key operational and financial metrics that drive profitability, sustainable growth, and operational excellence.
• newFor fiscal year 2025, the program continues to focus on Earnings Per Share (EPS), revenue, operating income, and KPIs - all of which are directly aligned with our strategic priorities and long-term value creation goals.
• newThese metrics are designed to reflect management’s ability to deliver measurable results while enabling reinvestment in initiatives that support the Company’s future success.
• changedThe MDCC regularly evaluates the rigor, relevance, and competitiveness of these measures to ensure they remain rigorous,competitive,andaligned with shareholder interests and evolving business needs. interests.
• changed​​542026 ​​522025Annual General Meeting Proxy Statement
• changedIn fiscal year 2025, 2024,the MDCC took into account key challenges in the Company’s end markets, including headwindsinbroadindustrialmarketsanda slower slowingglobal automotive production environment and an inventory correction in industrial automation and Medical markets environment,when setting performance targets.
• newIn addition global tariffs were introduced in the second half of the fiscal year and continuously fluctuated.
• changedA key goal of the annual incentive plan was the expansion of operating income and related margins, even in the face of these anticipated market pressures and changes in the global trade environment. pressures.
• new​​​​​​​​​​Business Segment​​​​​Industrial​Transportation​Performance Metrics ​ ​ ​Corporate ​ ​ ​Solutions ​ ​ ​Solutions​Earnings Per Share ("EPS")(1) 20% 20% 20%Revenue(2) 30% 30% 30%Operating income(2) 30% 30% 30%Key Performance Indicator ("KPI")(3) 20% 20% 20%

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