Sensata Technologies Holding PlcNYSE: ST

Corporate Governance Guidelines (Corporate Governance Guidelines 10 22 25)

· Issued by Sensata Technologies Holding Plc

SENSATA TECHNOLOGIES HOLDING PLC

Corporate Governance Guidelines

Effective as of October 22, 2025

The Board of Directors (the "Board") of Sensata Technologies Holding plc (the "Company") acting on the recommendation of its Nominating & Corporate Governance Committee (the "Governance Committee"), has adopted the following Corporate Governance Guidelines ("Guidelines") to promote the effective and transparent functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. These Guidelines are in addition to, and should be interpreted in accordance with, any requirements imposed by the UK Companies Act 2006, the New York Stock Exchange (the "NYSE"), and the Company's Articles of Association ("Articles"), each as may be amended from time to time. The Governance Committee periodically reviews these Guidelines and may recommend changes to the Board, when appropriate.

  1. Board Responsibilities and Expectations

    The Board's primary responsibility is to oversee, on behalf of shareholders and other stakeholders, the longterm health and overall success of the Company and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareholders. The Board selects and oversees the performance of the Chief Executive Officer (the "CEO"). In carrying out their responsibilities, Directors shall exercise their business judgment and act in ways that they reasonably believe will serve the best longterm interests of the Company, its shareholders and other stakeholders. Directors must fulfill their responsibilities consistent with their fiduciary duties to the shareholders, in compliance with all applicable laws and regulations.

    1. Oversight Responsibilities. Among other things, the Board's oversight responsibilities include monitoring and/or making inquiries concerning: (i) the Company's performance in relation to its mission, strategies and financial and non-financial objectives; (ii) the performance and effectiveness of the Company's management team; (iii) succession and development plans for key Company executives, including the CEO; (iv) the Company's financial reporting processes, internal controls and risk management processes; and (v) the Company's compliance with legal and regulatory requirements.
    2. Decision-Making Responsibilities. Among other things, the Board's decision-making responsibilities include: (i) select, oversee and provide advice and counsel to the CEO; (ii) approve director candidates recommended by the Governance Committee to be nominated for election by shareholders at the annual general meeting of shareholders; and (iii) approve material investments or divestitures, strategic transactions, related party transactions and other significant transactions not in the ordinary course of the Company's business.
    3. Expectations. Directors are encouraged, but not required, to attend the Company's annual general meeting of shareholders and are expected to: (i) become and remain informed about the Company, its business and its industry; (ii) attend all meetings of the Board and of Board committees on which they serve, having read and considered the pre-reading materials in advance of the meeting (except as may be applicable to particularly sensitive subject matters as set out below); and (iii) participate constructively in Board and committee meetings, drawing upon their individual experience, knowledge and background, as appropriate, to provide perspectives and insights.
    4. Confidentiality. Directors have an obligation to protect and keep confidential all non-public information related to the Company unless and until the Board has authorized disclosure. Directors may not use confidential information for personal benefit or for the benefit of other persons or entities other than the Company.
  2. Board Operations

    1. Board Size. Subject to the conditions outlined in the Company's Articles, the number of directors who shall constitute the Board shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office. If any of the Board's nominees is unable to serve as a director, or if any director leaves the Board between annual general meetings of shareholders, the Board may reduce the number of directors by resolution or elect a replacement director upon the recommendation of the Governance Committee.
    2. Board Meetings. The Board holds at least four regular meetings each year and may holdadditional or special meetings whenever necessary. Board meetings may be held either in person or by conference call. The Board may also act by unanimous written consent.
    3. Chairman and Lead Director. The Board will select the Chairman of the Board among its members, consistent with the best interests of the Company at a given time, based on the circumstances of the Company and the individuals on the Board at that time. Therefore, the Board does not have any policy whether or not the role of the Chairman and CEO should be separate or combined. If the Chairman is not an independent director, the independent directors will elect a Lead Director from among the independent directors serving on the Board. The Lead Director shall be elected on an annual basis by a majority of independent directors after receiving a recommendation from the Governance Committee and may be removed or replaced at any time at the sole discretion of the Board. The Lead Director will:
      • preside at the Board meetings at which the Chairman is not present, including executive sessions of non-management directors, and advise the Chairman of any actionstaken;

      • encourage and facilitate active participation by all directors;

      • serve as a mentor and provide open and honest advice and counsel to the Chairman/CEO as requested or needed;

      • collaborate with the Chairman/CEO on the agenda and materials for meetings of the Board;

      • act as a liaison between the non-management and independent directors and the Chairman/CEO and management (although all non-management directors have direct and complete access to the Chairman/CEO at any time they deem necessary or appropriate);

      • provide leadership to the Board if circumstances arise in which the role of the Chairman/CEO may be, or may be perceived to be, in conflict and respond to any reported conflicts of interest, or potential conflicts of interest, arising for any director;

      • lead the executive sessions of the non-management and independent directors and communicate with the Chairman/CEO after each executive session to provide feedback and also to effectuate the decisions and recommendations of the independent directors;

      • lead the non-management directors in the annual evaluation of the performance of the CEO and communicate that evaluation to the CEO;

      • oversee the process for CEO and senior executive succession planning;

      • interview, along with the Chairman/CEO and Chair of the Governance Committee, all Board candidates;

      • facilitate and assist the Governance Committee with Board, committee and director evaluations and communicate results;

      • assist, as needed, the Chairs of the committees of the Board in fulfilling their designated roles and responsibilities to the Board;

      • as requested from time to time by the Chairman/CEO, meet with management to preview significant matters (such as potential acquisitions and other large capital commitments) expected to be presented to the Board or committee and be a general resource to the Chairman/CEO;

      • be available for consultation and communication with shareholders where appropriate, upon reasonable request by the Chairman/CEO (this does not preclude other directors from being available for consultation and communicating with shareowners, where appropriate); and

      • as needed or requested by the Board, perform other corporate governanceduties.

    4. Pre-Reading Materials. Pre-reading materials for the Board and committee meetings are distributed to directors sufficiently in advance of each meeting to permit meaningful review. Materials should be as concise as possible while still providing the information necessary for directors to make an informed judgment on the agenda items. However, the Board recognizes that certain exigent circumstances may cause the materials to be late or incomplete. Particularly sensitive subject matters may be discussed at the meeting without advance distribution of written materials.
    5. Board Committees. The Board will have at least three standing committees: the Audit Committee; the Compensation Committee; and the Nominating & Corporate Governance Committee. In addition, the members of each of the Audit, Governance and Compensation Committees shall meet any additional criteria for membership set forth in the rules and regulations of the NYSE and applicable law, as may be amended from time to time. The Governance Committee makes recommendations to the Board relative to committee members and chairs consistent with the membership criteria outlined in the applicable committee charter. Committee appointments are subject to approval of a majority of the full Board. The Board may replace any committee chairs or members or add additional members to a Board committee at any time during the year. From time to time, the Board may want to form a new committee or disband a current committee depending upon the circumstances, regulations or laws. The Board confirms that each standing committee has a charter setting forth the purpose, authority and duties of each committee. On an annual basis, each committee reviews its charter and presents any modifications to the Board for approval. All committee charters are available on the Company's investor relations website.
    6. Executive Sessions of Non-Management Directors. The non-management directors shall meet regularly without management present in conjunction with the Board meetings. After the executive session, a designated director will update the CEO on the key items discussed. Non-management directors who are not independent under the NYSE rules may participate in these executive sessions.
  3. Director Qualifications and Board Composition

    1. Director Selection Criteria. The Company seeks to align Board composition with the Company's strategic direction so that the Directors bring skills, experience and backgrounds that are relevant to the key strategic and operational issues that they will oversee and approve. Director candidates are typically selected based upon their character and track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills and experience. Criteria that are typically considered by the Board in the selection of directors include professional background, expertise, reputation for integrity, business, financial and management experience, leadership capabilities, and diversity. Each individual director must possess a reputation for integrity, strong leadership capabilities, and the ability to work collaboratively in order to make positive contributions to the Board and management and must have the ability to devote sufficient time to carry out their responsibilities as a director in light of their occupation and the number of boards of directors of other public companies on which they serve.
    2. Director Independence and Regulatory Requirements. The Board will have at least a majority of directors who meet the criteria for independence required by the NYSE. The Board shall make an affirmative determination at least annually as to the independence of each director. In addition, all independent directors shall be free of any relationship with the Company or its management that would impair the director's ability to make independent judgments. No director will be deemed independent unless the Governance Committee recommends, and the Board affirmatively determines, that the director is independent in accordance with the foregoing. If a change in circumstance may affect an independent director's continuing independence under the Board's independence standards, the director is expected to immediately notify the Chair of the Governance Committee, Chairman,

      Lead Director, if applicable, and the CEO and offer to tender their resignation. The Governance Committee, on behalf of the Board, will review the continued appropriateness of the director's Board membership in light of the new circumstance.

  4. Identifying, Evaluating and Selecting Director Candidates.

    The Governance Committee, in accordance with its charter, is responsible for oversight of the succession plan for the Board and the identification, evaluation and recruitment of director candidates, including recommendations for director candidates received from the Company's directors, officers and shareholders. In addition, the Governance Committee is responsible for reviewing and reporting to the Board, on an annual basis, the recommendations for director nominees at the annual general meeting. Prior to its recommendation, the Governance Committee reviews each director's skills, background, expertise, time demands, and contributions to the Board, to determine if each director is capable of supporting the Company's present and future needs and should be re-nominated to serve on the Board. The Governance Committee's assessment includes an affirmative determination of each prospective director's qualification as independent, as well as confirmation of "outside director" status pursuant to Section 162(m) for Compensation Committee members and determination of financial literacy or expertise for Audit Committee members..

    1. Director Resignation or Retirement. If a director decides that they wish to resign or retire from the Board or to not stand for re-election at the next annual general meeting of shareholders, the director shall notify the Company's secretary in writing of such decision. Until such notice is delivered to the Company's secretary, the director shall not be deemed to have given the Company notice of the director's intent to resign, retire or not stand for re-election.
    2. Director Term and Limitations; Mandatory Retirement. Directors shall be elected every year and shall serve for an annual term, subject to re-nomination on the recommendation of the Governance Committee, the approval by a majority of the Board and approval by the shareholders at the annual general meeting of shareholders. Directors shall no longer be eligible for nomination if, as of the date of the general meeting of shareholders, the director has reached the age of 75 years. The Governance Committee may, however, waive this limitation at its discretion.
    3. Loyalty and Ethics. In their roles as directors, all directors owe a duty of loyalty to the Company. This duty of loyalty mandates that the best interests of the Company take precedence over the interests possessed by a director. The Company has adopted a Code of Business Conduct and Ethics (the "Code"), and all members of the Board are expected to adhere to the Code.
    4. Additional Statutory Duties. All directors have a statutory duty under the U.K. Companies Act 2006 to avoid conflicts of interest, not accept benefits from third parties and declare their interest in transactions involving the company.
    5. Change of Position/Other Circumstances. Any director whose primary employment materially changes from the position that they held when becoming a member of the Board, or if a significant change in a director's circumstances occurs, the director shall promptly notify the Chair of the Governance Committee, Chairman, Lead Director, if applicable, and the CEO of this change. The Governance Committee, on behalf of the Board, will review the continued appropriateness of the director's Board membership in light of the new circumstances.
    6. Limitations on Additional Board Service. No director shall serve on more than four public company boards, inclusive of the Company's Board. Prior to becoming a director of another public company or accepting any assignment to the Audit Committee or Compensation Committee of the board of directors of any public company of which such director is already a member, a director shall notify the Chair of the Governance Committee, Chairman, Lead Director, if applicable, and the CEO, who shall consider any potential conflicts of interest due to the directorship or committee assignment and whether the aggregate number of directorships or committee assignments held by such director would interfere with their ability to carry out their responsibilities as a director of the Company. In the event that the Chair of the Governance Committee, Chairman, Lead Director, if applicable, and

      the CEO determine that the additional directorship or committee assignment constitutes a conflict of interest or interferes with such director's ability to carry out their responsibilities as a director of the Company, such director, upon the request of the Board, shall either offer their resignation or not accept the other directorship or committee assignment. If an Audit Committee member simultaneously serves on the audit committee of more than three public companies, the Board will determine whether such simultaneous service would impair the ability of such member to effectively serve on the Company's Audit Committee and will disclose such determination in the Company's annual proxy statement.

  5. Communication with Shareholders

    The CEO is responsible for establishing effective communications with all interested parties, including shareholders of the Company. Generally, the Board supports a policy that management, as directed by the CEO and other executive officers, should speak for the Company. This policy does not preclude the Company's directors from meeting with shareholders, as needed or requested, but does suggest that in most circumstances, any such meetings be held with the CEO or other designated management personnel present.

  6. Director Access to Management and Independent Advisors and Reliance on Information

    1. Access to Management. At the request of the Chairman, Lead Director, if applicable, or CEO, members of senior management may be invited to attend meetings of the Board to present information concerning the Company's business within their areas of responsibility. Directors shall have full and unrestricted access to any relevant Company records and may request that any officer or other employee of the Company or the Company's outside counsel or accountants meet with any members of, or consultants to the Board or any committee. As a courtesy, directors will exercise their judgment to ensure that this access does not impede or interfere with the conduct of the Company's business and is coordinated, where possible, through the CEO so as not to impair normal lines of management authority.
    2. Access to Independent Advisors. In their sole discretion, the Board and each of its committees shall have the sole authority and responsibility to select, employ, retain and terminate any financial, legal, executive search, consulting and other professional advisors as they deem necessary or appropriate to assist in the discharge of their responsibilities. The Company shall provide funding to cover the professional fees and reasonable expenses of any such independent advisors retained by the Board or any of its committees.
    3. Reliance on Information: In discharging responsibilities as a director, a director is entitled to rely in good faith on reports or other information provided by Company management, independent auditors, and other persons as to matters within such person's professional or expert competence and who have been selected with reasonable care by or on behalf of the Company.
  7. Director Compensation

The Board will set the level of compensation for non-management directors, committee chairs and committee members, based on the recommendation of the Compensation Committee. Under UK law, shareholder approval of any material change in director compensation is required and the Director's Remuneration Policy must be submitted to a binding shareholder vote at least once every three years. Directors who are also current employees of the Company will receive no additional compensation for service as directors. From time to time, the Compensation Committee will review the amount and form of compensation paid to directors, taking into account the compensation paid to directors of other companies in its peer group and other public companies with similar marketcapitalization.