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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

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January 14, 2021

Dear Shareholder,

The 2021 Annual General Meeting of Shareholders of TE Connectivity Ltd., will be held on Wednesday, March 10, 2021 at 2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time), at Bär & Karrer Ltd., Brandschenkestrasse 90, CH-8002 Zurich, Switzerland. Details of the business to be presented at the meeting can be found in the accompanying Invitation to the Annual General Meeting of Shareholders and Proxy Statement.

Due to the global public health emergency resulting from the COVID-19 pandemic, the 2021 Annual General Meeting will not take place in its usual format. In accordance with the Swiss Federal Council Ordinance on Measures during the Special Situation to Combat the COVID-19 Epidemic (currently providing for limitations on public gatherings in Switzerland) and the Swiss Ordinance on Measures to Combat the Coronavirus (COVID-19) in International Passenger Transport (including quarantine requirements, entry and international travel restrictions), shareholders will not be able or permitted to attend the Annual General Meeting in person. In accordance with the Swiss Federal Council Ordinance 3 on Measures to Combat the Coronavirus, shareholders and beneficial owners of our shares must therefore exercise their voting rights by giving proxy related voting instructions to the independent proxy either electronically or by promptly completing, signing, dating and returning your proxy card or voting instruction card as described in this proxy statement.

We look forward to welcoming shareholders in person at general meetings of shareholders that take place following the 2021 Annual General Meeting, consistent with our long-standing practice.

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TE Connectivity Ltd.

Mühlenstrasse 26

CH-8200 Schaffhausen, Switzerland

Tel: +41 (0)52 633 66 61

Fax: +41 (0)52 633 66 99

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PROXY STATEMENT

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

TE CONNECTIVITY LTD.

TO BE HELD ON WEDNESDAY, MARCH 10, 2021

QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING

Why am I receiving these materials?

TE Connectivity’s Board of Directors is soliciting your proxy to vote at the Annual General Meeting to be held at 2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time), on March 10, 2021, at Bär & Karrer Ltd., Brandschenkestrasse 90, CH-8002 Zurich, Switzerland. The information provided in this proxy statement is for your use in determining how you will vote on the agenda items described within.

We have made available our proxy materials to each person who is registered as a holder of our shares in the register of shareholders (such owners are often referred to as “holders of record” or “record holders”) as of the close of business (Eastern Standard Time) on January 6, 2021. We also will send a copy of the proxy materials, including the proxy card, to any holder of record who requests them in the manner set forth in the Notice and to any additional shareholders who become registered in our share register after the close of business (Eastern Standard Time) on January 6, 2021 and continue to be registered in our share register at the close of business (Eastern Standard Time) on February 18, 2021. Distribution to shareholders of the Notice of Internet Availability of Proxy Materials (the “Notice”), is scheduled to begin on or about January 14, 2021.

We have requested that banks, brokerage firms and other nominees who hold TE Connectivity shares on behalf of the owners of the shares (such owners are often referred to, and we refer to them below, as “beneficial owners,” “beneficial shareholders” or “street name holders”) as of the close of business (Eastern Standard Time) on January 6, 2021 forward the Notice to those beneficial shareholders and forward the proxy materials, along with a voting instruction card, for any additional beneficial owners who acquire their shares after January 6, 2021 and continue to hold them at the close of business (Eastern Standard Time) on February 18, 2021. We have agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials. We also have provided for the proxy materials to be sent to persons who have interests in our shares through participation in our employee share purchase plans. These individuals are not eligible to vote directly at the Annual General Meeting, but they may instruct the trustees of these plans how to vote the shares represented by their interests. The proxy card also will serve as voting instructions for the trustees of the plans.

Are proxy materials available on the Internet?

Yes.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be Held on March 10, 2021.

Our proxy statement for the Annual General Meeting to be held on March 10, 2021, other proxy material and our annual report to shareholders for fiscal year 2020 is available at http://www.te.com/TEAnnualMeeting.

Under SEC rules, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our shareholders registered in our share register as of the close of business (Eastern Standard Time) on January 6, 2021. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice also instructs you on how you may submit your proxy over the Internet or via mail. You will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or you acquire your shares after January 6, 2021 and continue to be registered in our share register at the close of business (Eastern Standard Time) on February 18, 2021, in which case we will send you the proxy materials. This permits us to conserve natural resources and reduce our printing costs, while giving shareholders a convenient and efficient way to access our proxy materials and vote their shares. Our proxy materials are being made available on or about January 14, 2021.

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What agenda items are scheduled to be voted on at the meeting?

The sixteen (16) agenda items scheduled for a vote are:

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Agenda Item No. 1: To elect fourteen (14) nominees proposed by the Board of Directors as directors to hold office until the next annual general meeting of shareholders;

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Agenda Item No. 2: To elect the Chairman of the Board of Directors;

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Agenda Item No. 3: To elect the members of the Management Development and Compensation Committee;

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Agenda Item No. 4: To elect the independent proxy for the 2022 annual general meeting of shareholders;

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Agenda Item No. 5: To approve (i) the 2020 Annual Report of TE Connectivity Ltd. (excluding the statutory financial statements for the fiscal year ended September 25, 2020, the consolidated financial statements for the fiscal year ended September 25, 2020 and the Swiss Compensation Report for the fiscal year ended September 25, 2020), (ii) the statutory financial statements of TE Connectivity Ltd. for the fiscal year ended September 25, 2020, and (iii) the consolidated financial statements of TE Connectivity Ltd. for the fiscal year ended September 25, 2020;

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Agenda Item No. 6: To release the members of the Board of Directors and executive officers of TE Connectivity for activities during the fiscal year ended September 25, 2020;

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Agenda Item No. 7: To elect (i) Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2021, (ii) Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor until our next annual general meeting, and (iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our next annual general meeting;

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Agenda Item No. 8: To cast an advisory vote to approve named executive officer compensation;

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Agenda Item No. 9: To cast a binding vote to approve fiscal year 2022 maximum aggregate compensation amount for executive management;

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Agenda Item No. 10: To cast a binding vote to approve fiscal year 2022 maximum aggregate compensation amount for the Board of Directors;

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Agenda Item No. 11: To approve the carryforward of unappropriated accumulated earnings;

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Agenda Item No. 12: To approve a dividend payment to shareholders equal to $2.00 per issued share to be paid in four equal quarterly installments of $0.50 starting with the third fiscal quarter of 2021 and ending in the second fiscal quarter of 2022 pursuant to the terms of the dividend resolution;

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Agenda Item No. 13: To approve a reduction of share capital for shares acquired under our share repurchase program and related amendments to our articles of association;

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Agenda Item No. 14: To approve authorization of additional shares under the TE Connectivity Ltd. Employee Stock Purchase Plan;

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Agenda Item No. 15: To approve the Amended and Restated TE Connectivity Ltd. 2007 Stock Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code; and

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Agenda Item No. 16: To approve any adjournments or postponements of the meeting.

What is the recommendation of the Board of Directors on each of the agenda items scheduled to be voted on at the meeting? How do the Board of Directors and executive officers intend to vote with respect to the agenda items?

TE Connectivity’s Board of Directors recommends that you vote FOR each of the agenda items listed above as recommended by our Board of Directors. Our directors and executive officers have indicated that they intend to vote their shares in favor of each of the agenda items, except for Agenda Item No. 6 (Release of the Members of the Board of Directors and Executive Officers of TE Connectivity for Activities during the Fiscal Year ended September 25, 2020), where they are by law precluded from voting their shares. On January 6, 2021, our directors and executive officers and their affiliates beneficially owned approximately 0.54% of the outstanding shares.

What is the difference between being a shareholder of record and a beneficial owner?

If your shares are registered directly in your name in our share register operated by our stock transfer agent, you are considered the “shareholder of record” of those shares.

If your shares are held in a stock brokerage account or by a bank or other nominee on your behalf and the broker, bank or nominee is registered in our share register as a shareholder with voting rights, your broker, bank or other nominee is considered the shareholder of record and you are considered the “beneficial owner” or “street name holder”

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of those shares. In this case, the shareholder of record that is registered as a shareholder with voting rights has forwarded either the Notice or the proxy materials, as applicable, and separate voting instructions, to you. As the beneficial owner, you have the right to direct the shareholder of record how to vote your shares by following the voting instructions they have provided to you.

Who is entitled to vote?

Shareholders of record

All shareholders registered in our share register at the close of business (Eastern Standard Time) on February 18, 2021 are entitled to vote on the matters set forth in this proxy statement and any other matter properly presented at the meeting for consideration, provided such shareholders become registered as shareholders with voting rights by that time. See “—I am a shareholder of record. How do I become registered as a shareholder with voting rights?”

Beneficial owners

Beneficial owners whose banks, brokers or nominees are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business (Eastern Standard Time) on February 18, 2021 are entitled to vote on the matters set forth in this proxy statement and any other matter properly presented at the meeting for consideration, provided such banks, brokers or nominees become registered as shareholders with voting rights. See “—I am a shareholder of record. How do I become registered as a shareholder with voting rights?”

Employee Stock Purchase Plan Participants

Individuals participating in the TE Connectivity Employee Stock Purchase Plan are not eligible to vote directly at the Annual General Meeting, but they may instruct the trustees of these plans how to vote the shares represented by their interests. Materials distributed to plan participants by trustees of the plan will describe how to provide voting instructions to the trustees of the plans.

What if I am the record holder or beneficial owner of shares at the close of business (Eastern Standard Time) on January 6, 2021, but sell or otherwise transfer those shares before the close of business (Eastern Standard Time) on February 18, 2021?

Holders of record and beneficial owners will not be entitled to vote their shares or provide instructions to vote with respect to their shares if they hold shares at the close of business (Eastern Standard Time) on January 6, 2021 but sell or otherwise transfer those shares before the close of business (Eastern Standard Time) on February 18, 2021.

I am a shareholder of record. How do I become registered as a shareholder with voting rights?

If you are a shareholder of record, you have been registered as a shareholder with voting rights in our share register, unless in certain circumstances (such as failure to comply with particular disclosure requirements set forth in our articles of association) we have specifically advised you that you are registered as a shareholder without voting rights.

How do I attend the Annual General Meeting?

Due to the global public health emergency resulting from the COVID-19 pandemic, the 2021 Annual General Meeting will not take place in its usual format. In accordance with the Swiss Federal Council Ordinance on Measures during the Special Situation to Combat the COVID-19 Epidemic (currently providing for limitations on public gatherings in Switzerland) and the Swiss Ordinance on Measures to Combat the Coronavirus (COVID-19) in International Passenger Transport (including quarantine requirements, entry and international travel restrictions), shareholders will not be able or permitted to attend the Annual General Meeting in person. In accordance with the Swiss Federal Council Ordinance 3 on Measures to Combat the Coronavirus, shareholders and beneficial owners of our shares must therefore exercise their voting rights by giving proxy related voting instructions to the independent proxy either electronically or by promptly completing, signing, dating and returning your proxy card or voting instruction card as described in this proxy statement.

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How do I vote if I am a shareholder of record?

If you are a registered shareholder, you can vote in the following ways:

By Internet: You can vote over the Internet at https://www.proxyvote.com by following the instructions in the Notice of Internet Availability of Proxy Materials previously sent to you or on the proxy card. By casting votes electronically, you will authorize the independent proxy, Dr. René Schwarzenbach, with full rights of substitution, to vote your shares on your behalf.

By Mail: You can vote by marking, dating and signing the proxy card (which will be sent to you at your request in accordance with instructions provided in the Notice) and returning it by mail for receipt by no later than indicated below. By marking, dating, signing and mailing the proxy card as instructed, you authorize the independent proxy, Dr. René Schwarzenbach, with full rights of substitution, to vote your shares on your behalf. If you vote by proxy card/mail, you will need to return via mail your completed proxy card to the independent proxy, Dr. René Schwarzenbach, Proxy Voting Services GmbH, in the postage pre-paid return envelope provided with the proxy card.

In order to assure that your votes are tabulated in time to be voted at the Annual General Meeting, you must vote electronically by 5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time) on March 9, 2021, or submit your proxy card by mail so that it is received by 5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time) on March 9, 2021.

If you have voted electronically or timely submitted a properly executed proxy card, your shares will be voted by the independent proxy as you have instructed. If any other matters are properly presented at the meeting, the independent proxy will either (i) vote the shares represented by your completed proxy in accordance with the specific instructions given by you, (ii) if selected by you in granting your proxy (as a general instruction), in accordance with the recommendation of the company’s Board of Directors at the meeting, or (iii) if no instructions are given, abstain from voting your shares.

How do I vote if I am a beneficial shareholder?

General: If you hold your shares in street name, you should provide instructions to your bank or broker on how you wish your vote to be recorded by following the instructions on your voting instruction form supplied by your bank or broker with these proxy materials.

Can I vote by Internet?

Yes. If you are a shareholder of record, see the Internet voting instructions provided on the Notice or proxy card. If you are a beneficial owner, see the voting instruction card provided by your bank, broker or other nominee.

Can I vote by telephone?

If you are a shareholder of record, you cannot vote by telephone. If you are a beneficial owner, see the voting instruction card provided by your broker, bank or other nominee for telephone voting instructions.

Can I appoint TE Connectivity officers as my proxy?

In accordance with Swiss regulations, shareholders may not appoint company officers as proxies.

If my shares are held in “street name” by my broker, will my broker vote my shares for me?

We recommend that you contact your broker. Your broker can give you directions on how to instruct the broker to vote your shares. If you have not provided instructions to the broker, your broker will be able to vote your shares with respect to “routine” matters but not “non-routine” matters pursuant to New York Stock Exchange (“NYSE”) rules. We believe the following agenda items will be considered non-routine under NYSE rules and therefore your broker will not be able to vote your shares with respect to these agenda items unless the broker receives appropriate instructions from you: Agenda Item No. 1 (Election of Directors), Agenda Item No. 2 (Election of Chairman of the Board), Agenda Item No. 3 (Election of Members of Management Development and Compensation Committee), Agenda Item No. 6 (Release of the Members of the Board of Directors and Executive Officers of TE Connectivity for Activities During the Fiscal Year Ended September 25, 2020), Agenda Item No. 8 (Advisory Vote to Approve Named Executive Officer Compensation), Agenda Item No. 9 (Binding Vote to Approve Fiscal Year 2022 Maximum Aggregate Compensation

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statements for the fiscal year ended September 25, 2020 and the Swiss Compensation Report for the fiscal year ended September 25, 2020), (ii) the statutory financial statements of TE Connectivity Ltd. for the fiscal year ended September 25, 2020, and (iii) the consolidated financial statements of TE Connectivity Ltd. for the fiscal year ended September 25, 2020;

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Agenda Item Nos. 7.1, 7.2 and 7.3: Election of (i) Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2021, (ii) Deloitte AG, Zurich, Switzerland, as our Swiss registered auditor until our next annual general meeting, and (iii) PricewaterhouseCoopers AG, Zurich, Switzerland, as our special auditor until our next annual general meeting;

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Agenda Item No. 8: Advisory Vote to Approve Named Executive Officer Compensation;

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Agenda Item No. 9: Binding vote to approve fiscal year 2022 maximum aggregate compensation amount for executive management;

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Agenda Item No. 10: Binding vote to approve fiscal year 2022 maximum aggregate compensation amount for the Board of Directors;

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Agenda Item No. 11: Carryforward of unappropriated accumulated earnings;

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Agenda Item No. 12: Declaration of dividend;

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Agenda Item No. 13: Share capital reduction for shares acquired under our share repurchase program;

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Agenda Item No. 14: Authorization of additional shares under the TE Connectivity Ltd. Employee Stock Purchase Plan;

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Agenda Item No. 15: Approval of the Amended and Restated TE Connectivity Ltd. 2007 Stock and Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code; and

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Agenda Item No. 16: Approval of any adjournments or postponements of the meeting.

The following agenda item requires the affirmative vote of a majority of the votes cast at the Annual General Meeting, whether in person or by proxy, not counting the votes of any member of the Board of Directors or any executive officer of TE Connectivity.

Agenda Item No. 6: The release of the members of the Board of Directors and executive officers for activities during the fiscal year ended September 25, 2020.

Registered shares which are represented by broker non-votes (which occur when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner) and registered shares which are cast as abstentions on any matter, are counted towards the determination of a quorum but will not be counted as a vote cast and will be disregarded and have no effect on the proposal.

Who will count the votes and certify the results?

An independent vote tabulator will count the votes. Broadridge Financial Solutions has been appointed by the Board of Directors as the independent inspector of election and will determine the existence of a quorum, validity of proxies, and certify the results of the voting. Following the certification of the vote by the independent inspector of election, the Chairman of the Annual Shareholders Meeting will certify the vote to the Swiss notary public.

If I vote and then want to change or revoke my vote, may I?

If you are a shareholder of record and have (i) voted via the Internet, you may change your vote and revoke your proxy by submitting subsequent voting instructions via the Internet by the deadline for Internet voting; (ii) submitted a proxy card to the independent proxy, you may change or revoke your vote by submitting a revocation letter and new proxy card directly to the independent proxy so that it is received by no later than 5:00 p.m., Central European Time (11:00 a.m., Eastern Standard Time) on March 9, 2021.

Written revocations to the independent proxy should be directed to the following address: Dr. René Schwarzenbach, Proxy Voting Services GmbH, Grossmünsterplatz 1, Postfach 1055, CH-8024 Zürich, Switzerland.

If your shares are held in a stock brokerage account or by a bank or other nominee on your behalf, follow the voting instructions provided to you with these materials to determine how you may change your vote.

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Can I sell my shares before the meeting if I have voted?

Yes. TE Connectivity does not block the transfer of shares before the meeting. However, unless you are a shareholder of record with voting rights at the close of business (Eastern Standard Time) on February 18, 2021, your vote will not be counted.

Whom may I contact for assistance?

You should contact D. F. King & Co., Inc., whom we have engaged as a proxy solicitor for the Annual General Meeting. The contact information for D. F. King is below:

D. F. King & Co., Inc.

(800) 848-3402 (US callers only)

+1 (212) 269-5550

Email: TEL@dfking.com (reference TE Connectivity in the subject line)

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The following table sets forth the information indicated for persons or groups known to us to be beneficial owners of more than 5% of our outstanding shares beneficially owned as of January 6, 2021.

(1)	This information is based on a Schedule 13G/A filed with the SEC on July 9, 2020 by Dodge & Cox, which reported sole voting power and sole dispositive power as follows: sole voting power—31,887,277 and sole dispositive power—33,003,938.

(2)

This information is based on a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, which reported sole voting power, sole dispositive power and shared dispositive power as follows: sole voting power—433,273, shared voting power—119,616, sole dispositive power—25,119,735, and shared dispositive power—522,498.

(3)

This information is based on a Schedule 13G/A filed with the SEC on February 14, 2020 by Harris Associates L.P. and its general partner, Harris Associates Inc., which reported sole voting power and sole dispositive power as follows: sole voting power—17,483,821 and sole dispositive power—19,936,650. As a result of advisory and other relationships with persons who own the shares, Harris Associates L.P. may be deemed to be the beneficial owner of the shares.

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AGENDA ITEM NO. 1—ELECTION OF DIRECTORS

Motion Proposed by the Board of Directors

At the Annual General Meeting, upon the recommendation of the Nominating, Governance and Compliance Committee, the Board of Directors proposes fourteen (14) nominees for individual election as directors to hold office until the Annual General Meeting of shareholders in 2022. Thirteen nominees are current directors of TE Connectivity Ltd. One nominee, Mr. Mitts, is not a current director of TE Connectivity Ltd. All nominees are listed below with brief biographies.

Vote Requirement to Elect Directors

The approval of a majority of the votes cast at the meeting, whether in person or by proxy, is required for approval of the election of each of the fourteen (14) nominees for director.

Recommendation

The Board of Directors recommends a vote “FOR” the election of each of the fourteen (14) nominees for director.

NOMINEES FOR ELECTION

Qualifications of Nominees Recommended by the Board of Directors

TE promotes a high performing culture through highly engaged employees who are both inclusive and open to diverse perspectives, fostering TE’s purpose of creating a safer, sustainable, productive and connected future. The Company executes on this vision by building on three central pillars – Inclusion, Diversity and Engagement. See “Board Diversity and Self-Assessment” below for additional information.

The company’s Board Governance Principles require that the Board as a whole is constituted to be strong in its collective knowledge of and diversity of experience in accounting and finance, management and leadership, vision and strategy, business operations, business judgment, crisis management, risk assessment, industry knowledge, corporate governance and global markets. The Nominating, Governance and Compliance Committee designs searches for candidates to fill vacancies on the board and makes recommendations for director nominations to the board. When preparing to search for a new director, the committee takes into account the experience, qualifications, skills and expertise of the board's current members. The committee seeks candidates who have a history of achievement and leadership and are experienced in areas relevant to the company's business such as international trade, finance, technology, manufacturing processes and marketing. The committee also considers independence, as defined by applicable law, stock exchange listing standards and the categorical standards listed in the company's Board Governance Principles, which are set forth in the "Board Organization and Independence of its Members" section of the Principles, and which can be found on the company's website at https://www.te.com/usa-en/about-te/our-company/leadership.html.

To assist with determining the needs of the board, the Nominating, Governance and Compliance Committee developed and maintains a Diversity and Skills Matrix to assist in the consideration of the appropriate balance of experience, skills and attributes required of a director and to be represented on the board of directors as a whole. The diversity and skills matrix is based on the company's strategic plan and is reviewed and updated by the Board on a regular basis. The Nominating, Governance and Compliance Committee evaluates candidates against the Diversity and Skills Matrix when determining whether to recommend candidates for initial election to the board of directors and when determining whether to recommend currently serving directors for re-election. In addition, our Board considers director tenure in connection with evaluating current directors for nomination for re-election. It is the general policy of the Board not to nominate directors who have reached the age of 72 for re-election, although the Board may determine to waive this policy in individual cases. See “Board Retirement Policy” below for additional information.

The professional experience, qualifications, skills and expertise of each nominee is set forth immediately below and in the director Diversity and Skills Matrix that follows the Board’s biographies. The Board and the company believe that all nominees possess additional qualities, business knowledge and personal attributes valuable to their service on the Board and that all have demonstrated commitment to ethical and moral values and personal and professional integrity.

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2021 Annual General Meeting Proxy Statement

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2021 Annual General Meeting Proxy Statement

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Director Diversity and Skills Matrix

* Directors Davidson, Talwalkar and Wright participated in a National Association of Corporate Directors sponsored cybersecurity program during which each completed requirements established by the Software Engineering Institute of Carnegie Mellon University for a Certificate in Cybersecurity Oversight along with Mr. Jeffrey who maintains additional information technology and cybersecurity qualifications.

Board Diversity and Self-Assessment

The company is committed to a policy of inclusiveness and to pursuing diversity in terms of viewpoints, backgrounds, and experiences. The company believes that it benefits from having directors with these traits. Currently, of the thirteen directors on the Board, three are women, one is African American and three directors are ethnically or geographically diverse or born outside the United States. The Nominating, Governance and Compliance Committee charter requires candidates for the Board, among other things, to have the highest standards of individual and corporate integrity and trust and individual backgrounds that provide a portfolio of diverse experience, backgrounds and knowledge commensurate with the company’s needs.

The Nominating, Governance and Compliance Committee oversees an annual self-assessment of the Board’s performance every year. The assessment seeks to identify specific areas, if any, in need of improvement or strengthening, including with respect to the diversity of our Board in terms of viewpoints, backgrounds and experiences.

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In 2020, the Company’s General Counsel was appointed by the Board to gather information from directors through individual discussions and interviews and to report results back to the Nominating, Governance and Compliance Committee for consideration by the Board.

The Board is committed to using the refreshment process to strengthen diversity on the Board. To accomplish this, the Nominating, Governance and Compliance Committee requires in all cases that director search firms engaged by the company include a selection of women and ethnically diverse candidates in prospective director candidate pools. In addition, the Nominating, Governance and Compliance Committee is committed to interviewing women and ethnically diverse candidates for future vacancies on the Board.

As a result of the Swiss corporate law reform (approved by the Swiss parliament on June 19, 2020) new rules on gender representation on the Board of Directors (minimum 30% of the underrepresented gender on the Board of Directors) have entered into force on January 1, 2021 subject to a five-year transitional period. If the company does not comply with these new rules after the transition period, the Board of Directors will have to explain the reasons for non-compliance in the Swiss Compensation Report, the first time for the fiscal year 2026. We intend to comply with the new gender representation mandates as part of our Board of Directors refreshment process during the transitional period.

Shareholder Recommendations

The Nominating, Governance and Compliance Committee will consider all shareholder recommendations for candidates for the Board, which should be sent to the Nominating, Governance and Compliance Committee, c/o Harold G. Barksdale, Secretary, TE Connectivity, Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland. In addition to considering candidates suggested by shareholders, the committee considers candidates recommended by current directors, company officers, employees and others. The committee screens all candidates in the same manner regardless of the source of the recommendation. The committee's review is typically based on any written materials provided with respect to the candidate. The committee determines whether the candidate meets the company's general qualifications and specific qualities and skills for directors (see "Qualifications of Nominees Recommended by the Board of Directors" above) and whether requesting additional information or an interview is appropriate.

The Board of Directors has concluded that the experience, qualifications, skills and expertise described above qualify the nominees to serve as Directors of the company.

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CORPORATE GOVERNANCE

Governance Principles

The company’s Board Governance Principles, which include guidelines for determining director independence and qualifications for directors, can be found on the company’s website at https://www.te.com/usa-en/about-te/our-company/leadership.html. Corporate governance developments are regularly reviewed by the Board in order to appropriately modify the Board Governance Principles, committee charters and policies.

Board Leadership Structure

To conduct its business the Board maintains three standing committees: Audit, Management Development and Compensation, and Nominating, Governance and Compliance, each of which are comprised entirely of independent directors. The Nominating, Governance and Compliance Committee recommends to shareholders, for election, the Chairman of the Board of Directors, and the directors assigned to the Management Development and Compensation Committee.

Assignment to, and the chair of, the Audit Committee, and the chair of the Management Development and Compensation Committee, are recommended by the Nominating, Governance and Compliance Committee for election by the Board. The independent directors as a group elect the members and the chair of the Nominating, Governance and Compliance Committee.

The Nominating, Governance and Compliance Committee reviews the Board’s organization annually and recommends appropriate changes to the Board. The Board determines the appropriate leadership structure for the company, subject to shareholder approval of the Chairman of the Board.

Annually, the Nominating, Governance and Compliance Committee coordinates an evaluation and assessment of the Board’s performance and procedures, including its organization, governance structure and effectiveness. As part of the Board leadership and succession planning completed for fiscal year 2012, the Board of Directors elected Thomas Lynch as Chairman of the Board and also created and elected a Lead Independent Director on January 7, 2013. Pierre Brondeau has served as our Lead Independent Director since December 2014.

In electing Dr. Brondeau as Lead Independent Director, the Board determined his depth of experience in industrial companies, global leadership abilities, tenure on the Board and grasp of the principal challenges and opportunities facing the company would facilitate the board’s continued consideration and deliberation of matters most critical to the company, while maintaining the company’s strong commitment to independent governance.

In order to provide an effective counterbalancing governance structure, the Board has appointed a Lead Independent Director, whose duties include:

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with Chairman, director and management input, establishing and approving the agenda for Board meetings and ensuring sufficient time for discussion of agenda items;

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chairing an executive session of the independent directors at each formal Board meeting;

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calling and chairing additional meetings of the independent directors where and when appropriate;

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responding to shareholder inquiries if required;

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serving as a liaison between the Chairman and independent directors and facilitating communication among directors and between the Board and the CEO;

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working with the Chairman and CEO to approve information sent to the Board; and

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fulfilling other responsibilities as determined by the Board.

In fiscal year 2015, as part of the Board of Director’s succession planning, Terrence Curtin was appointed President of the company and elected to the Board of Directors by shareholders at the annual shareholders meeting on March 2, 2016. On September 29, 2016, the Board of Directors appointed Mr. Curtin to succeed Mr. Lynch as Chief Executive Officer of TE Connectivity Ltd. and appointed Mr. Lynch to continue as the Executive Chairman of the Company effective March 8, 2017, thereby causing the positions of the Chairman of the Board and Chief Executive Officer to be split between Messrs. Lynch and Curtin. On December 14, 2017, Mr. Lynch announced his retirement as Executive Chairman of the Company effective March 14, 2018. Upon election by shareholders on March 14, 2018, Mr. Lynch has served as the Non-Executive Chairman of the Board of Directors.

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In nominating Mr. Lynch to serve as Non-Executive Chairman of the Board of Directors, the Board determined his deep knowledge of the company’s operations, strategy and risk management practices and appreciation of the principal challenges and opportunities facing the company best position him to serve as Chairman.

The Board is comprised of a substantial majority of independent directors and all directors are annually elected by a majority of share votes cast at the annual general meeting of shareholders.

Board Oversight of Risk Management

The Board of Directors is responsible for appraising the company’s major risks and overseeing that appropriate risk management and control procedures are in place. The Board must understand the risks facing the company as a function of its strategy, provide oversight of the processes put in place to identify and manage risk and manage those risks (for example, in relation to executive compensation and succession) that only the Board is positioned to manage. The Board is responsible for determining that senior executives take the appropriate steps to manage all major risks. Management has day-to-day responsibility for assessing and managing the company’s particular exposures to risk.

The Audit Committee of the Board meets to review and discuss, as determined to be appropriate, with management, the internal auditor and the independent registered public accounting firm:

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the company’s major financial and accounting risk exposures and related policies and practices to assess and control such exposures,

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overseeing risks related to privacy and cyber-security, and

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assist the Board in fulfilling its oversight responsibilities regarding the company’s policies and guidelines with respect to risk assessment and risk management.

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The Management Development and Compensation Committee reviews the company’s risks related to:

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chief executive officer succession and succession plans for senior executives,

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overall compensation structure,

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incentive compensation plans and equity-based plans,

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policies and programs, severance programs, change-of-control agreements and benefit programs, and

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meets, as appropriate, with the internal and/or external auditors to discuss management and employee compliance with the compensation, incentive, severance and other benefit programs and policies under the committee’s jurisdiction.

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The Nominating, Governance and Compliance Committee reviews the company’s policies and risks related to:

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related person transactions required to be disclosed pursuant to U.S. securities rules,

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the effectiveness of the company’s environmental, health and safety management program,

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the company’s enterprise-wide risk assessment processes, and

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the company’s compliance programs.

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The Board’s role in risk oversight of the company is consistent with the company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the company’s risk exposure, and the Board and its committees providing oversight in connection with those efforts.

Director Independence

The Board has determined that eleven of the fourteen director nominees are independent. For a director to be considered independent, the Board must make an affirmative determination that a director meets the stringent guidelines for independence set by the Board. These guidelines either meet or exceed the NYSE listing standards’ independence requirements. The guidelines include a determination that the director has no current or prior material relationships with TE Connectivity (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company), aside from his or her directorship, that could affect his or her judgment.

The independence guidelines also include the determination that certain limits to annual sales to or purchases from entities for which a director serves as an executive officer, and limits on direct compensation from the company for directors and certain family members (other than fees paid for board or committee service), are not exceeded and other restrictions.

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Based on the review and recommendation by the Nominating, Governance and Compliance Committee, the Board analyzed the independence of each director nominee and determined that the following director nominees meet the standards of independence under our director independence guidelines and applicable NYSE listing standards, and that each of them is free of any relationship that would interfere with his or her individual exercise of independent judgment: Pierre R. Brondeau, Carol A. (“John”) Davidson, Lynn A. Dugle, William A. Jeffrey, David M. Kerko, Yong Nam, Daniel J. Phelan, Abhijit Y. Talwalkar, Mark C. Trudeau, Dawn C. Willoughby and Laura H. Wright. The Board also reached this independence determination for Paula A. Sneed who was not nominated for re-election at the March 2020 annual general meeting because she reached the Board’s retirement age.

In accordance with the rules of the NYSE, the Board of Directors has determined that (i) Ms. Wright’s simultaneous service on the audit committees of Spirit AeroSystems Holdings, Inc., CMS Energy and Consumers Energy (a publicly traded subsidiary of CMS Energy) and (ii) Mr. Kerko’s simultaneous service on the audit committees of Transphorm Inc., Science Applications International Corporation and Nebula Caravel Acquisition Corp. does not impair either of their ability to effectively serve also on our Audit Committee. The Board of Directors believes the company’s shareholders will benefit from Ms. Wright’s extensive experience as a Chief Financial Officer and Mr. Kerko’s extensive audit committee experience.

Board Retirement Policy

The Board of Directors has established a retirement age policy of 72 years for directors, as reflected in our Board Governance Principles. The Board of Directors believes that it is important to monitor its composition, skills and needs in the context of the company’s long-term strategic goals, and, therefore, may elect to waive the policy in individual cases as it deems appropriate. The Board of Directors believes it is important to balance refreshment with the need to retain directors who have developed, over time, significant insight into the company and its operations and who continue to make valuable contributions to the company that benefit our shareholders.

The Board of Directors and Nominating, Governance and Compliance Committee recognized that Mr. Nam will reach the age of retirement under our Board Governance Principles this year and would not be eligible to be nominated for re-election to the Board of Directors at the Annual General Meeting of Shareholders absent a waiver of the retirement age policy by the Board of Directors. The Board of Directors considered Mr. Nam’s international business expertise, particularly in the Asia Pacific region, including his executive leadership experience in the telecommunications and electronics industries, his diversity of background, knowledge and perspective and the benefit his continued service on the Board of Directors would provide, particularly with respect to the company’s global operations.

Additionally, the Board of Directors considered its ongoing refreshment of directors, noting that, since 2016, six new independent directors have been added to the Board of Directors. After considering these facts and circumstances and upon the recommendation of the Nominating, Governance and Compliance Committee, our Board of Directors determined that it is in the best interest of the company and its shareholders to waive the retirement age limit for Mr. Nam this year to allow for his nomination for election at the Annual General Meeting of Shareholders.

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Corporate Responsibility*

At TE Connectivity, our purpose is to create a safer, sustainable, productive and connected future. Our values of integrity, accountability, teamwork, and innovation govern us and guide our actions.

Each year, TE releases a corporate responsibility report. To learn more about our One Connected World corporate responsibility strategy, our 2030 ambitions and our progress, visit www.te.com/responsibility. Our annual reporting includes a Global Reporting Initiative index at the Core level as well as a Sustainability Accounting Standards Board (SASB) index. TE has also been an active member of the United Nations Global Compact since 2011.

Our corporate responsibility efforts are managed by our Vice President, Global Government Affairs and Corporate Responsibility, and overseen by our General Counsel, our operating committee and the Nominating, Governance and Compliance Committee of the TE Connectivity Board of Directors.

Environment

TE is committed to managing our environmental footprint. This includes reducing our energy, greenhouse gas emissions, water use and waste disposed. For example, we have reduced our greenhouse gas emissions by 40% on an intensity basis since fiscal 2010 and we have reduced our water usage by 23% on an absolute basis since fiscal 2010, in each case based on fiscal 2019 data. Several of our environmental performance measures are externally assured on a limited basis by Deloitte and Touche LLP. We recognize the risk climate change poses and we are increasing our focus on GHG emissions with the aim to achieve greater reductions. We are also conscious of the environmental footprint of our products and remain diligent about REACH, RoHS and other international product compliance standards.

Social

We value our place in the global community and respect applicable civil rights, human rights and labor laws in the locations where we operate. We request that our suppliers do the same through certification to our Supplier Guide to Social Responsibility. We also audit certain high-risk suppliers in our supply chain to evaluate compliance with child and forced labor laws and regulations. We closely monitor our TE facilities to protect fair and reasonable working hours, wages and benefits for our TE employees. We prohibit all forms of forced labor and the hiring of underage individuals. We also prohibit any form of physical punishment or abuse. TE maintains a conflict minerals policy available at https://www.te.com/usa-en/utilities/product-compliance/conflict-minerals.html and a management system dedicated to performing required conflict minerals due diligence across our supply chain.

TE is globally committed to living our TE Values and driving our Purpose by building a workforce and a supplier network that represents our global markets and customers we serve. Additionally, we strive to build a work environment where all employees are engaged, differences are valued and respected, and all opinions count. We believe that our actions support this commitment and our six Employee Resource Groups actively support this effort. TE provides a work environment that prohibits discrimination on the basis of age, color, disability, ethnicity, marital status, national origin, race, religion, gender, gender identity, gender expression, sexual orientation, protected veteran status, disability or any other characteristics protected by applicable law or regulation.

TE promotes a culture of safety at our facilities around the world, improving our total recordable incident rate (TRIR) by 65% since fiscal 2010 (based on fiscal 2019 data), making TE’s safety performance top-tier among like companies.

TE donates to more than 1,500 charities in the communities where we live and work. The TE Connectivity Foundation is focused on supporting access to technology and engineering for all, particularly women and underserved communities.

Governance

TE operates on a strong foundation of governance. Our values and our Guide to Ethical Conduct serve as the cornerstones of our ethical business practices. For more information on key governance matters, please refer to the following pages in this proxy statement: Board Diversity (page 22), Board Oversight of Risk Management (page 25), Guide to Ethical Conduct (page 28), Communicating Concerns (page 28), NGCC Oversight of ESG (page 25), Executive Compensation (beginning on page 38), CEO Pay Ratio (page 64) and charitable contributions and PAC (page 67).

*TE’s goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. Content available at websites and in documents referenced in this section are not incorporated herein and are not part of this Proxy Statement.

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Guide to Ethical Conduct

All directors, officers and employees of TE Connectivity are required to review and affirm that they understand and are in compliance with the policies and principles contained in TE Connectivity’s code of ethical conduct set forth in the company’s manual, “Connecting with our Values: TE Connectivity Guide to Ethical Conduct.” The guide is published in the TE Corporate Responsibility section of TE Connectivity’s website under “Governance—Compliance” at http://www.te.com/usa-en/about-te/corporate-responsibility/governance/ombudsman/ethical-conduct.html.

Directors are required to promptly inform the chair of the Nominating, Governance and Compliance Committee of actual or potential conflicts of interest.

TE Connectivity has an Office of the Ombudsman established by our Audit Committee which ensures a direct, confidential and impartial avenue to raise any concern or issue with compliance or ethics, including concerns about the company’s accounting, internal accounting controls or auditing matters, with the Board. The office is designed to field compliance concerns from external constituencies—investors, suppliers and customers—as well as TE Connectivity employees.

Reporting directly to the Audit Committee of the Board of Directors, the Ombudsman’s office is independent of functional management. It seeks the fair, timely and impartial resolution of all compliance and ethics issues. Employees have a number of vehicles to raise issues within TE Connectivity, including a confidential, toll-free phone number and a confidential submission system via the Internet. Concerns also may be sent directly to the Board by mail or by email.

All concerns are received and promptly reviewed by the Ombudsman and are responded to as quickly as possible. All accounting, audit or control concerns are sent to, and will be addressed by, the Board’s Audit Committee.

Communicating Concerns to Directors

Any shareholder or interested party who wishes to contact members of the TE Connectivity Board of Directors, including the chairman or the non-management directors as a group, may do so by mailing written communications to:

TE Connectivity Board of Directors

Attn: Ombudsman

1050 Westlakes Drive

Berwyn, PA 19312

USA

Inquiries and concerns also can be submitted anonymously and confidentially through the Ombudsman to the TE Connectivity Board of Directors by email to directors@te.com or through the Internet at http://www.te.com/usa-en/about-te/corporate-responsibility/governance/ombudsman.html.

Voting Standards for the Election of Directors

Directors are elected by an affirmative vote of a majority of the votes cast, in person or by proxy, at a general meeting of shareholders and serve until the next annual general meeting of shareholders. In an uncontested election of directors, any nominee for director who does not receive at least half plus one additional vote of the share votes cast at the meeting is not elected to the Board.

Voting Standards for Amendments to the Articles of Association

The articles of association may be amended, in whole or in part, by the Board, subject to approval by the affirmative vote of the holders of record:

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in the case of article 1 (with respect to domicile), article 2 (purpose), article 4 (with respect to the creation of preferred shares and an increase in capital out of equity, against contributions in kind, or for the purpose of acquisition of assets, or the granting of special privileges), article 5 (with respect to an increase in authorized share capital and the limitation or withdrawal of preemptive rights) and article 6 (with respect to an increase in conditional share capital and the limitation or withdrawal of advance subscription rights), of at least two-thirds of the votes represented and the absolute majority of the par value of the votes represented, in person or by proxy, at a general meeting of shareholders;

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in the case of article 17, paragraph 5 (no shareholder action by written consent), article 18, paragraphs 3 and 4 and article 34 (provisions relating to “freeze-out” of business combinations with “interested shareholders” (as defined in the articles of association)), and article 18, paragraph 6 (80% vote requirement for certain article amendments), of 80% of the total votes of shares outstanding and entitled to vote on the relevant record date with respect thereto; and

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in the case of all other articles, of a majority of the votes cast, in person or by proxy, at a general meeting of shareholders (a “majority” means at least half plus one additional vote of the share votes cast, not counting abstentions, broker non-votes, blank or invalid ballots).

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THE BOARD OF DIRECTORS AND BOARD COMMITTEES

Board of Directors

The Board of Directors currently consists of thirteen directors, all of whom are nominees for election. The Board held nine meetings in fiscal year 2020. Eleven of our thirteen directors attended 100% and the remaining two directors attended 89% of the meetings of the Board and the committees on which they served in fiscal 2020. It is the policy of the Board that directors are expected to attend the annual general meeting of shareholders. Due to COVID-19 global travel restrictions, all of the directors then serving telephonically attended the 2020 annual general meeting of shareholders.

An annual performance evaluation is conducted by the Board and each of its committees to determine whether they are functioning effectively. The Nominating, Governance and Compliance Committee plans and recommends to the Board the method of evaluation. In 2020, the Company’s General Counsel was appointed by the Board to gather information from directors through individual discussions and interviews and to report results back to the Nominating, Governance and Compliance Committee for consideration of actions to be taken as a result of the evaluation.

Board Committees

The Board has adopted written charters for each of its three standing committees: the Audit Committee, the Management Development and Compensation Committee and the Nominating, Governance and Compliance Committee. Each board committee reports to the Board on their activities at each regular Board meeting. Membership in each of the Committees of the Board, as of January 14, 2021, is shown in the following chart.

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Director	Audit Committee	Management Development and Compensation Committee	Nominating, Governance and Compliance Committee
Pierre R. Brondeau	​	​	Chair
Carol A. (“John”) Davidson	Chair	​	​
Lynn A. Dugle	√	​	​
William A. Jeffrey	​	​	√
David M. Kerko	√	​	​
Yong Nam	​	​	√
Daniel J. Phelan	​	Chair	​
Abhijit Y. Talwalkar	​	√	​
Mark C. Trudeau	​	√	​
Dawn C. Willoughby	​	√	​
Laura H. Wright	√	​	​

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Paula A. Sneed was a member of the Management Development and Compensation Committee through March 11, 2020, prior to leaving the Board. On March 11, 2020, Ms. Dugle became a member of the Audit Committee; Mr. Davidson became Chair of the Audit Committee in place of Ms. Wright who remained as a member of the Audit Committee; and Ms. Willoughby was elected to the Management Development and Compensation Committee.

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The tables below identify the number of meetings held by each standing committee in fiscal 2020 and provide a brief description of the duties, responsibilities and other general information with respect to each committee.

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Meetings of Non-Management Directors

The non-management directors met without any management directors or employees present four times in fiscal year 2020. Dr. Brondeau, as the Lead Independent Director, presided at these meetings.

Board and Committee Advisors

Consistent with their respective charters, the Board and its committees may retain their own advisors as they determine necessary to carry out their responsibilities.

Non-Management Directors’ Compensation in Fiscal 2020

Non-management directors’ compensation is established collaboratively by the Nominating, Governance and Compliance and the Management Development and Compensation Committees. Compensation of non-management directors in fiscal year 2020 is described under “Compensation of Non-Employee Directors.”

Non-Management Directors’ Stock Ownership

To help align Board and shareholder interests, directors are encouraged to own, at a minimum, TE Connectivity stock or stock units equal to five times the annual cash retainer (a total of $450,000, based on the $90,000 annual cash retainer) within five years of joining the Board. Once a director satisfies the minimum stock ownership recommendation, the director will remain qualified, regardless of market fluctuations, under the guidelines unless the director sells shares of stock that were considered in determining that the ownership amount was met. Each non-employee director receives TE Connectivity common shares as the equity component of their compensation. As of fiscal 2020 year-end, all of the directors met, or in the case of Mr. Kerko and Mses. Dugle and Willoughby, are on track to meeting, their stock ownership requirements.

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EXECUTIVE OFFICERS

The following table presents information with respect to our executive officers as of January 14, 2021.

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Name		Age		Position(s)
Terrence R. Curtin*	​	52	​	Chief Executive Officer and Director
Mario Calastri	​	63	​	Senior Vice President and Treasurer
John S. Jenkins, Jr.	​	55	​	Executive Vice President and General Counsel
Shadrak W. Kroeger	​	52	​	President, Industrial Solutions
Steven T. Merkt	​	53	​	President, Transportation Solutions
Heath A. Mitts*	​	49	​	Executive Vice President, Chief Financial Officer
Timothy J. Murphy	​	53	​	Senior Vice President and Chief Human Resources Officer, Global Human Resources
Robert J. Ott	​	59	​	Senior Vice President and Corporate Controller
Eric J. Resch	​	63	​	Senior Vice President and Chief Tax Officer
Aaron K. Stucki	​	47	​	President, Communications Solutions

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*	See “Nominees for Election” for additional information concerning Messrs. Curtin and Mitts who are also nominees for director.

Mario Calastri has been Senior Vice President and Treasurer of TE Connectivity since our separation from Tyco International in June 2007 and he served on the TE Connectivity Board prior to the separation. He served as interim Chief Financial Officer of TE Connectivity from March 2016 to September 2016. Mr. Calastri was Vice President and Assistant Treasurer of Tyco International between 2005 and June 2007. Prior to joining Tyco International, Mr. Calastri was Vice President, Finance and Planning for IBM Global Financing EMEA in 2004 and Assistant Treasurer of IBM Corporation from 1999 to 2003.

John S. Jenkins, Jr. is the Executive Vice President, General Counsel of TE Connectivity. Mr. Jenkins is responsible for the company’s global legal, compliance, corporate governance, government affairs, intellectual property, security and risk management, and corporate social responsibility activities. He is also responsible for bringing TE’s industry-leading connectivity solutions, engineering, and operations expertise to the emerging markets with focus on India, China, and South America. He joined TE Connectivity in October 2012.

Prior to joining TE Connectivity, Mr. Jenkins was with Tyco International for ten years and was the Vice President, Corporate Secretary, and International General Counsel. He was responsible for the Board of Directors activities, securities and capital markets transactions and reporting, mergers and acquisitions, executive compensation, global procurement, real estate, and tax planning.

Prior to 2003, Mr. Jenkins worked as a litigator with McGuireWoods, LLP. He began his career in 1987 as an Officer in the United States Navy and served as a judge advocate both as Military Prosecutor and Senior Defense Counsel, and finally as Legislative Counsel to the Secretary of the Navy.

Shadrak W. Kroeger has been President, Industrial Solutions at TE Connectivity since October 2020. Previously he was President, Communications Solutions at TE Connectivity from November 2017 to September 2020. Mr. Kroeger also served as the Senior Vice President and General Manager for the Appliances business unit at TE Connectivity since 2013. Since joining TE Connectivity in 1995, Mr. Kroeger has held leadership positions in general management, strategy, product management, sales and engineering and his roles have spanned the automotive, industrial and consumer markets.

Steven T. Merkt has been President, Transportation Solutions at TE Connectivity since August 2012. Mr. Merkt previously served as President of TE Connectivity’s Automotive business since May 2011 and has held various leadership positions in general management, operations, engineering, marketing, supply chain and new product launches since joining TE Connectivity in 1989. Mr. Merkt serves as a Director for Livent Corporation.

Timothy J. Murphy has been Senior Vice President and Chief Human Resources Officer, Global Human Resources at TE Connectivity since March 2016. Previously he was Vice President, Human Resources for the Transportation Solutions business segment from January 2015 to February 2016 and Vice President, Global Talent Management for TE Connectivity from November 2011 to December 2014. Prior to joining TE, Mr. Murphy held

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various business partner positions and served for three years in international human resource assignments over a nearly 20 year human resource career at Merck.

Robert J. Ott has been Senior Vice President and Corporate Controller of TE Connectivity since our separation from Tyco International in June 2007. Prior to that, he was Vice President, Corporate Audit of Tyco International from March 2003 to June 2007 and Vice President of Finance—Corporate Governance of Tyco International from August 2002 until March 2003. Prior to joining Tyco International, Mr. Ott was Chief Financial Officer of Multiplex, Inc. from 2001 to 2002 and Chief Financial Officer of SourceAlliance, Inc. from 2000 to 2001.

Eric J. Resch has been Senior Vice President and Chief Tax Officer of TE Connectivity since our separation from Tyco International in June 2007 and he served on the TE Connectivity Board prior to the separation. He was Vice President, Tax Reporting of Tyco International from 2003 until June 2007. Prior to joining Tyco International, Mr. Resch was Director, Tax Reporting for United Technologies Corporation from 2001 to 2003.

Aaron K. Stucki has been President, Communications Solutions at TE Connectivity since October 2020. Previously, Mr. Stucki was the General Manager of the Industrial & Commercial Transportation (ICT) business unit, since May 2017. From April 2015 to May 2017, Mr. Stucki served as Senior Vice President & General Manager SubCom. From October 2013 to April 2015, Mr. Stucki served as Senior Vice President & General Manager Consumer Devices. From July 2011 to October 2013, Mr. Stucki served as Vice President and Chief Financial Officer Consumer Solutions segment. Prior to joining TE in 2011, Mr. Stucki spent 13 years at General Electric.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Our Management Development and Compensation Committee (the “MDCC”) is responsible for establishing and overseeing compensation programs that comply with TE Connectivity’s executive compensation philosophy. As described in this Compensation Discussion and Analysis (“CD&A”), the MDCC follows a disciplined process for setting executive compensation. This process involves analyzing factors such as company performance, individual performance, strategic goals and competitive market data to arrive at each element of compensation. The Board must approve compensation decisions for the Chief Executive Officer, and the MDCC approves compensation decisions for all other executive officers. An independent compensation consultant helps the MDCC by providing advice, information, and an objective opinion.

This CD&A will focus on the compensation awarded to TE Connectivity’s “named executive officers”—the Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers serving as executive officers at September 25, 2020. The following table shows the named executive officers and their primary compensation for fiscal year 2020. You can find more complete information about all elements of compensation for the named executive officers in the following discussion and in the Summary Compensation table that appears on page 56.

(1)	Value at date of grant; not necessarily the value the executive will realize.

Fiscal 2020 Executive Compensation Highlights and Governance

This section identifies the most significant decisions and changes made regarding TE Connectivity’s executive compensation in fiscal year 2020.

Shareholder Approval of Compensation

At the last annual general meeting held on March 11, 2020, shareholders expressed support for our executive compensation programs, with 93.14% of votes cast at the meeting voting to ratify the compensation of our named executive officers. Although the advisory shareholder vote on executive compensation is non-binding, the MDCC has considered, and will continue to consider, the outcome of the vote and the sentiments of our shareholders when making future compensation decisions for the named executive officers. Based on the results from our last annual general meeting, the MDCC believes shareholders support the company’s executive compensation philosophy and the compensation paid to the named executive officers.

Under Swiss law, shareholders also have the right to vote on the maximum aggregate compensation that will be paid to the Board of Directors and executive management. This requirement was effective with compensation paid or awarded starting in fiscal year 2016. At the 2020 annual general meeting shareholders approved the maximum aggregate compensation amounts to be paid to both the Board of Directors and executive management for fiscal year 2021, with 99.84% and 99.07% of votes cast respectively. At our 2021 annual general meeting the Company will request shareholder approval for the maximum aggregate compensation for fiscal year 2022 for both the Board of Directors and executive management. In addition, as is required under U.S. law, the company will request non-binding shareholder approval of the fiscal 2020 compensation of our named executive officers. Requests for shareholder approval can be found in Agenda Items No. 8, No. 9 and No. 10.

Fiscal Year 2020 Compensation Summary

We continue to use annual and long-term incentive awards to create an executive compensation program that is performance-driven. About 90% of total target direct compensation for our CEO and 76% of total target direct compensation for our other named executive officers is performance based. Our performance based compensation

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directly ties executive pay to financial results and stock performance. Currently, all long-term compensation is delivered in the form of equity awards, primarily stock options and performance stock units. These awards ensure that pay opportunities are linked to shareholder return and also maximize share ownership by our executive officers. See pages 45-51 for the elements of our compensation programs and key fiscal year 2020 performance metrics.

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Compensation decisions made during fiscal year 2020 were aligned with our pay for performance philosophy. The following table provides highlights of fiscal 2020 compensation decisions affecting our named executive officers.

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Governance

Key executive compensation practices are summarized below. We believe these practices promote good governance and serve the interests of our shareholders.

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What We Do
√	Link pay to performance with a high percentage of variable compensation	​	√	Include a “clawback” provision in all executive officer incentive award agreements (both annual and long-term)
√	Perform annual say-on-pay advisory vote for shareholders	​	√	Maintain robust stock ownership requirements for executives (6x CEO, 3x executive officers)
√	Perform mandatory (under Swiss Law) say-on-pay vote for maximum aggregate compensation for Board of Directors and executive management	​	√	Include performance criteria in incentive plans to utilize tax deductibility where applicable and appropriate
√	Follow principles of executive compensation that are included in our articles of association and have been approved by shareholders	​	√	Retain a fully independent external compensation consultant whose independence is reviewed annually by the MDCC
√	Design compensation programs to mitigate undue risk-taking	​	√	Provide only limited non-business aircraft usage to the CEO
√	Align executive compensation with shareholder returns through long-term incentives	​	√	Maintain an insider trading policy applicable to all executive officers and employees
√	Cap incentive compensation payments for individuals including our CEO	​	√	Review share utilization annually
What We Do Not Do
x ​	Provide tax gross-ups for executive officers except under our relocation program	​	x x	Provide tax gross-ups for personal aircraft use Provide excise tax gross-ups
x	Provide perquisites for executive officers except for limited non-business aircraft usage for our CEO	​	x x	Re-price underwater stock options Allow hedging or pledging of TE securities

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Swiss Law Requirements—Swiss Ordinance

In 2013, a set of corporate governance and executive compensation rules were adopted by the Swiss government, specifically the Swiss Ordinance Against Excessive Compensation in Listed Stock Companies (and are referred to in the CD&A as the “Swiss Ordinance”). The rules under the Swiss Ordinance became effective on January 1, 2014 (subject to various transitional periods), and the company has taken a number of actions to comply with the rules.

Amendments to our articles of association were approved at our annual general meeting of shareholders on March 3, 2015. The Company amended its articles of association to describe certain corporate governance matters and executive compensation principles and to comply with the Swiss Ordinance. Among the items covered in the amended articles are:

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the process under which the company will seek binding shareholder approval of compensation for the Board of Directors and executive management;

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the company’s principles applicable to short-term and long-term compensation of the Board of Directors and executive management;

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the permissible terms and conditions that can be included in employment contracts with executive management;

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the amount of compensation that can be paid to employees who are hired or promoted into executive management after the Annual General Meeting; and

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the number of mandates that are permitted for the members of the Board of Directors and executive management.

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Executive Compensation Philosophy

Our executive compensation philosophy calls for competitive total compensation that will reward executives for achieving individual and corporate performance objectives and will attract, motivate and retain leaders who will drive the creation of shareholder value. The MDCC reviews and administers the compensation and benefit programs for executive officers, including the named executive officers, and performs an annual assessment of the company’s executive compensation policy. In determining total compensation, the MDCC considers the objectives and attributes described below.

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Role of the Management Development and Compensation Committee

The MDCC has four primary responsibilities:

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reviewing, analyzing and approving the design of the company’s executive compensation policies and programs;

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administering the company’s stock incentive plans, including reviewing and approving equity incentive awards for executive officers, other than the Chief Executive Officer;

●

reviewing and approving all compensation decisions relating to the executive officers other than the Chief Executive Officer; and

●

making recommendations to the independent members of the Board regarding compensation for Mr. Curtin.

The MDCC recommendations to the Board regarding Mr. Curtin are based on factors such as his performance, the company’s performance, competitive market data provided by the independent compensation consultant and other factors deemed relevant. The MDCC discusses and evaluates these recommendations in an executive session attended by the committee members, the compensation consultant, and TE Connectivity’s Senior Vice President and Chief Human Resource Officer, who attends primarily to provide contextual information. Mr. Curtin does not attend these meetings.

All members of the MDCC meet the independence requirements of the NYSE. Each MDCC member also is a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Role of Management

Chief Executive Officer

Management does not have any role in developing the Chief Executive Officer’s compensation other than providing data relating to their performance and compensation history.

Other Named Executive Officer Compensation

The Chief Executive Officer makes recommendations to the MDCC relating to compensation actions for the other executive officers, including the other named executive officers. Recommendations are based on his assessment of each executive officer’s performance and contributions to strategic initiatives, the competitive market data provided by the compensation consultant, and other factors deemed relevant. These factors may include differences in an executive’s responsibilities versus the role reflected in the competitive market analysis, internal pay equity and relative importance of an executive’s role with TE Connectivity, level of experience, and compensation history. The Senior Vice President and Chief Human Resource Officer is present when the MDCC and the Chief Executive Officer discuss compensation actions for the other named executive officers.

Role of the Compensation Consultant

Under its charter, the MDCC has authority to retain advisors to help the members perform their duties. During fiscal year 2020 the MDCC retained Pay Governance LLC to be its independent compensation consultant. Pay Governance reports directly to the MDCC, and only the MDCC has authority to terminate the consultant’s services. Pay Governance is not permitted to provide any services to the company outside of its services to the MDCC except with prior approval of the MDCC chair. During fiscal year 2020, Pay Governance did not provide any additional services to the company.

Pay Governance supports the MDCC in reviewing the company’s executive compensation programs, establishing executive pay levels, and generally advises on executive compensation issues and trends. In fiscal year 2020, the consultant performed the following services:

●

Evaluated the competitive position of the executive officers’ total compensation packages relative to each of the company’s peer groups

●

Facilitated a review of the company’s compensation philosophy and rewards strategy relative to our business model and industry trends

●

Provided advice regarding annual and long-term incentive opportunities for executive officers

●

Provided ongoing advice on the design of annual cash and long-term equity incentive programs

●

Briefed the MDCC on executive compensation trends among members of the company’s peer groups

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Briefed the MDCC on legislative developments affecting executive compensation

●

Provided advice to the MDCC on the Chief Executive Officer’s compensation and programs

●

Reviewed the process and results of the company’s annual compensation risk assessment

●

Reviewed the company’s peer group approach and constituents

●

Conducted a competitive analysis of the company’s executive compensation programs including a pay for performance assessment

●

Provided market data on equity compensation burn rates among the peers

●

Prepared an advance simulation of proxy advisor executive pay reviews and briefed the MDCC on the findings from proxy advisor final reports

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Provided advice on the implications of the Swiss Ordinance on the company’s pay programs

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Provided advice to the MDCC and the Nominating, Governance and Compliance Committee on director compensation levels and trends

●

Reviewed and discussed the MDCC charter with the committee to ensure continued appropriateness in defining the committee’s authority and oversight

Peer Groups

In general, we use two distinct peer groups to benchmark market practices on compensation for executive officers. One peer group focuses on our industry (the industry peer group) and the other focuses on the executive talent market generally (broader talent market peer group). This two-pronged approach provides broad, yet highly relevant, information regarding executive compensation practices and trends. The MDCC reviews the peer group structure annually.

The industry peer group is comprised of companies within the electronics industry. It is our main reference point for maintaining competitive compensation for our CEO and CFO. We also use the industry peer group as an additional resource for our executive officers generally to identify any differences in compensation practices between our industry peers and the broader talent market peer companies. As part of the annual peer group review, we made changes to our fiscal year 2020 industry peer group. Danaher was removed from the group due to their increased focus in healthcare and Rockwell Automation was added to enhance industry comparability and overall group balance. As shown below, the fiscal year 2020 secondary industry peer group includes 13 companies, with publicly disclosed fiscal-annual revenues ranging from $3.5 billion to $39.4 billion and a median of $14.4 billion.

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The broader talent market peer group comprises companies across a range of industries in which TE Connectivity competes for executive talent. Since we typically do not restrict executive recruiting solely to individuals working in the electronics industry, the MDCC believes it is appropriate to establish and consider in its decision-making process a benchmark peer group that covers an array of companies. The industries included in the broader talent market peer group are aerospace and defense; electronics, electrical and scientific equipment and components; and industrial manufacturing. The broader talent market peer group consists of 96 companies, listed in Appendix A. with publicly disclosed fiscal-annual revenues ranging from $813 million to $95 billion and a median of $4.5 billion. Data obtained from this group is adjusted to reflect the relative size (based on revenue) of TE Connectivity within the group.

Benchmark data is compiled by the compensation consultant. As discussed below, the MDCC uses this information to ensure that our compensation levels and programs are competitive with the compensation paid by the companies we may compete with for executive talent, but the benchmark data is just one of the factors used in setting executive compensation levels.

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Determining Executive Compensation

In determining the appropriate total compensation level for each executive officer, the MDCC considers the following items:

​	​	​
Factors We Consider
Role		· Responsibilities, scope, and complexity of the executive’s role against the external benchmark data
​	​	· Relative importance of the role within TE Connectivity
Comprehensive Market Analysis	​	· Market reference points, including the competitiveness of total pay opportunity to our broader talent market and industry peer groups for the executive officer’s specific role
​	​	· Comprehensive analysis 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 officer
Performance	​	· Executive’s individual performance, level of experience and expected contribution to strategic initiatives and future results
Current Compensation	​	· A review of the executive’s current total direct compensation including internal pay equity and compensation history
CEO	​	· The Chief Executive Officer’s detailed performance assessments for the other executive officers and recommendations concerning compensation actions

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The compensation assessment for each executive officer is presented on a tally sheet, which also summarizes the officer’s compensation history, job responsibilities, tenure with the company and performance achievements. The tally sheets enable the MDCC to understand how each element of an executive officer’s compensation compares to the market 50^th and 75^th percentiles and to the amounts awarded to other executive officers.

With the information provided in the total compensation assessment as a reference, and with the input of the compensation consultant and the Chief Executive Officer, the MDCC makes compensation determinations for our executive officers. The MDCC and the Board follow a similar process to set compensation for the Chief Executive Officer. In some years, the MDCC may determine that total compensation (or one or more components of total compensation) for a particular executive should differ from the market reference point(s). Similarly, the MDCC may approve a total compensation package or individual compensation components that exceed the market reference point(s) for a critical management role in order to attract a highly qualified external candidate.

Broad-based employee benefit programs are provided to executive officers on the same basis as all other employees.

November 2020 Compensation Assessment

In November 2020, the MDCC, with the assistance of the compensation consultant, assessed each executive officer’s fiscal year 2020 compensation. The MDCC aligned total direct compensation of Messrs. Curtin and Mitts consistent with the median of the industry peer group based on their individual performance, level of experience and contributions. The total direct compensation levels for Messrs. Merkt, Jenkins and Kroeger are competitive with the median of the broader talent market peer group. The MDCC believes the variability of total direct compensation levels within the range of applicable market reference points is appropriate and consistent with our executive compensation philosophy and the factors that are considered when determining total compensation levels for each executive officer.

As discussed in the next section, the results of the November 2020 competitive compensation assessment helped the MDCC to set base salaries, annual and long-term incentive targets and actual long-term incentive grant values for the executive officers for fiscal year 2021.

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Compensation Paid or Awarded in Fiscal 2020

The company’s total compensation package for executive officers consists of the following elements:

●

Base salary

●

Annual cash incentives

●

Long-term equity incentives

●

Broad-based retirement and health and welfare benefits

Base Salary

Base salary provides fixed compensation for performing the executive’s core duties and responsibilities. Messrs. Curtin, Mitts, Merkt, Kroeger and Jenkins did not receive base salary increases in fiscal year 2020. Base salaries for fiscal year 2020 are shown in the table below.

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For 2021 Messrs. Curtin, Mitts, Merkt and Jenkins will not receive base salary increases; Mr. Kroeger will receive a 6.5 % base salary increase to recognize his promotion to President, Industrial Solutions in October 2020.

Annual Incentive Awards

The annual incentive program is designed to reward executive officers for achieving financial or strategic performance goals at the corporate or segment level, though awards may be modified to reflect the MDCC’s assessment of individual or company performance. The MDCC intends the annual incentive award program to provide market competitive awards for performance at predetermined target levels.

Our annual incentive awards are structured as cash payments. In the first quarter of fiscal 2020, the MDCC established the applicable performance criteria for the executive officers, which include minimum performance thresholds required to earn any award, target performance goals required to earn a payment of 100%, and a higher performance level required to earn the maximum incentive permitted. At the same time, the MDCC established a target bonus percentage for each executive officer, which is expressed as a percentage of base salary. Executive officers will receive an award based on the target bonus percentage and the attained performance levels on the various metrics. No annual incentive payments are made if threshold performance levels are not achieved, absent extenuating circumstances that the MDCC believes merit an exception. Payouts change proportionately for achievement at levels between goals.

Target Bonus Percentages

The target bonus percentages for the named executive officers for fiscal year 2020 are listed below:

​	​	​	​
​		Fiscal 2020 Target
Mr. Curtin		150	%
Mr. Mitts		85	%
Mr. Merkt		85	%
Mr. Kroeger		85	%
Mr. Jenkins		85	%

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Performance Measures

Each year the MDCC reviews and approves the annual incentive measures for the business segments and the company as a whole applicable to the executive officers. Measures are selected to support the objectives of each business and to provide appropriate balance and to avoid excessive risk. For fiscal year 2020, we maintained the number of measures at four.

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Measures for corporate and the segments were revenue, operating income, and a key performance indicator identified at the business unit level to reflect growth, productivity, quality or customer delivery, as appropriate for the business unit’s key initiatives for the year. Individual metric weightings were consistent with last year with revenue weighted 30%, operating income weighted 30% and key performance indicator weighted 20%. Each segment’s results are the roll-up of its underlying business units’ results, while corporate level results are the roll-up of all business units’ results. The key performance indicator metric at the corporate level is the revenue-weighted average of the key performance indicator metric scores for the business segments.

The company-wide financial metric for corporate and the segments continued to be earnings per share (EPS), which was weighted 20%. In setting the target for the EPS metric, the MDCC uses the EPS target established for the Company in its annual financial plan, which incorporates various assumptions to delivering earnings growth including the effect of planned share repurchases by the Company. In determining the EPS metric achievement each year, the MDCC considers whether the various assumptions used to set the EPS target at the start of the fiscal year (including the effect of share repurchases) were materially accurate, and to the extent the achievement levels are not consistent with assumptions, the MDCC will make adjustments to the achievement level as deemed appropriate.

The performance measures and weightings for the corporate level, segment and businesses for the named executive officers are as follows:

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For purposes of the annual incentive program, all of the financial metrics are adjusted financial measures (i.e., they do not conform to U.S. Generally Accepted Accounting Principles) that exclude the effects of events deemed not to reflect the actual performance of our employees. For fiscal year 2020, the adjustments to EPS, revenue and operating income, as applicable, were as follows (i) exclusion of acquisition-related charges (ii) exclusion of net restructuring and other charges, (iii) exclusion of the impairment of goodwill, (iv) exclusion of the impact of certain acquisitions, (v) exclusion of the impact of changes resulting from foreign currency exchange rates (with respect to performance measures at the business unit level) and the impact from foreign currency exchange rates being capped for Corporate level, (vi) exclusion of certain corporate allocations (with respect to performance measures at the business unit level), and (vii) exclusion of income tax expense related to the tax impacts of certain measures of Swiss tax reform, income tax expense related to increases to the valuation allowance for certain deferred tax assets, and income tax benefit related to pre-separation tax matters and the termination of the tax sharing agreement with Tyco International plc (now part of Johnson Controls International plc) and Covidien plc (now part of Medtronic plc).

The table below shows the performance range for payouts under the fiscal year 2020 annual incentive program for the executive officers, as well as the payouts to be awarded for performance at each level.

*

For exceptional performance on an individual metric that exceeds the maximum goal, the MDCC may reward results with a score of up to 300%, except for the key performance indicator which is capped at 200%, or at 100% if operating income results are less than target. Regardless of payouts on individual metrics, the total award payout for an individual executive can never exceed 200% of target.

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No individual performance metrics were assigned to any executive officer under the fiscal year 2020 annual incentive program. The MDCC reserved the discretion to adjust individual or business unit award amounts up or down, based on its evaluation of the individual or business unit performance during the fiscal year. However, unless otherwise determined by the MDCC in a particular year and under circumstances deemed appropriate by the MDCC all discretionary adjustments must net out to zero, meaning that the overall annual incentive pool may not be increased as a result of individual or business unit performance adjustments. In addition, there is a reserve pool of 10% of the total target annual incentive award pool amount that, with the MDCC’s approval, could be used to reward exceptional performance at either the business unit or individual level, regardless of performance results against the established financial measures. Notwithstanding MDCC adjustments, an individual executive’s incentive cannot exceed 200% of the executive’s target bonus percentage.

Annual Incentive Payments for Fiscal 2020

Fiscal year 2020 performance targets, actual attainment, and corresponding annual incentive award results at the corporate level and for the Communications Solutions and the Transportation Solutions business segments for the named executive officers were as follows:

Corporate Level

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Performance	​	Bonus
Performance Measure (% weighting)		Target		Results			% to Target		Score**
EPS (20%)	​	$5.05–$5.35	​	$	4.21		83.3	%	—	%
Revenue (30%)	​	$12,800–$13,415	​	$	12,053		94.2	%	—	%
Operating Income (30%)	​	$2,100–$2,290	​	$	1,714		81.6	%	—	%
Key Performance Indicator Metric (20%)	​	*	​		*				95.0	%
Corporate Level Earned Award:	​		​						19.1	%

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Communications Solutions

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Performance	​	Bonus
Performance Measure (% weighting)		Target		Results			% to Target		Score**
EPS (20%)	​	$5.05–$5.35	​	$	4.21		83.3	%	—	%
Business Unit Revenue (30%)	​	$1,581–$1,632	​	$	1,626		102.8	%	100.0	%
Business Unit Operating Income (30%)	​	$251–$275	​	$	299		119.0	%	231.3	%
Key Performance Indicator Metric (20%)	​	*	​		*				45.0	%
Communications Solutions Earned Award:	​		​						121.5	%

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Transportation Solutions

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Performance	​	Bonus
Performance Measure (% weighting)		Target		Results			% to Target		Score**
EPS (20%)	​	$5.05–$5.35	​	$	4.21		83.3	%	—	%
Business Unit Revenue (30%)	​	$7,606–$7,962	​	$	6,832		89.8	%	—	%
Business Unit Operating Income (30%)	​	$1,618–$1,738	​	$	1,178		72.8	%	—	%
Key Performance Indicator Metric (20%)	​	*	​		*				87.0	%
Transportation Solutions Earned Award:	​		​						17.4	%

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*

The company’s business segments, including Communications Solutions, Transportation Solutions and the corporate level, were not assigned specific key performance indicator metrics for fiscal year 2020. The Communications Solutions and Transportation Solutions bonus score for the key performance indicator metrics is the revenue-weighted average of each of their respective business units’ key performance indicator metric scores. In setting the key performance indicator metrics for each business unit, the company established targets that represented improvement over performance levels attained in fiscal year 2019 and that were deemed to be difficult to attain assuring strong performance and anticipated economic conditions. The corporate level bonus score for the key performance indicator metric is the revenue-weighted average of the key performance indicator metric scores for the business segments. The company has determined that disclosure of the target performance levels and

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performance results for the key performance indicator metrics for Transportation Solutions, Communications Solutions and corporate would result in competitive harm.

**	The bonus score is calculated based on the level of performance attained relative to the threshold, target and maximum described above for each performance measure.

Messrs. Curtin, Mitts and Jenkins received fiscal year 2020 annual incentive payouts based on the corporate bonus score of 19.1%. Mr. Merkt’s fiscal year 2020 annual incentive payout was based on the Transportation Solutions bonus score of 17.4%. Mr. Kroeger’s fiscal year 2020 annual incentive payout was based on the Communications Solutions bonus score of 121.5%.

Annual Incentive Plan for Fiscal 2021

For fiscal year 2021, we will continue to use the same four performance measures as fiscal year 2020. Each business segment will use revenue, operating income and a revenue-weighted average of its business units’ key performance indicators. The combined business segment metrics will be weighted 80%. The company-wide financial metric will continue to be earnings per share and will be weighted 20%.

In order to carefully consider the unique set of challenges created by COVID-19 in connection with evaluating our performance for fiscal year 2021, there will be two performance intervals with one payout at the end of the fiscal year. This design will allow the Company to establish quantitative financial goals for the first half and second half of the fiscal year. The Company views this change as temporary and necessary to adequately motivate and reward performance.

The payout ranges described in the chart on page 46 are generally unchanged. The revenue metric will generally have a threshold level of 95% and a maximum level of 105% with some variation depending upon business unit. The performance range for operating income generally will have a threshold level of 90% and a maximum level of 110% with some variation depending upon business unit. The performance ranges for EPS are unchanged.

The target bonus percentages for the named executive officers for fiscal year 2021 are listed below:

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Messrs. Mitts and Merkt received target bonus increases for fiscal 2021 to better align their total direct compensation with market practice. Mr. Kroeger received a target bonus increase for fiscal 2021 in connection with his promotion to President, Industrial Solutions.

Long-Term Incentive Awards

The company uses long-term incentive awards in the form of stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) to deliver competitive compensation that recognizes employees for their contributions and aligns executive officers with shareholders in focusing on long-term growth and stock performance. As part of the company’s compensation philosophy, the MDCC concluded that annual grants of long-term incentive awards to executive officers typically should be competitive relative to our peer groups, but should deliver compensation at the high end of the market if our stock performs particularly well and at the low end of the market if our stock performance is weak.

Stock options have a ten-year term and vest ratably over a four-year period, beginning on the first anniversary of the grant date. RSUs typically vest ratably over four years starting on the first anniversary of the grant date. PSUs earn value at the end of the three-year performance period and vest in full upon the MDCC’s certification of the performance results for the three-year period. We believe this vesting schedule encourages executives to remain with TE Connectivity and strive to continually improve shareholder value.

The company does not have a specific policy for allocating long-term equity incentive awards among the different forms of equity, but determines each year what is appropriate in light of the then-current circumstances as described below. However, consistent with our philosophy that a majority of an executive officer’s compensation should be

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performance-based and aligned with shareholders’ interest, our annual long-term equity incentive awards for executive officers consist primarily of stock options and PSUs.

To determine the value of each executive officer’s long-term equity incentive award in any year, the MDCC refers to the equity grant guidelines, assesses the executive’s future potential, and also considers the same factors generally considered for other components of total compensation—internal pay equity, individual performance and contributions to strategic initiatives, level of experience and compensation history. As with the other components of total compensation, Mr. Curtin makes a recommendation regarding long-term equity incentive awards for each executive officer.

In determining its annual long-term equity incentive award recommendation for Mr. Curtin, the MDCC reviews the applicable market reference data, competitive compensation analysis, and any additional input from the compensation consultant, and also assesses individual performance. Based on this information, the MDCC presents a recommendation to the independent members of the full Board for consideration.

Performance Stock Unit (PSU) Program

PSUs granted in fiscal 2020 provide the named executive officer the opportunity to earn shares of the company’s stock based on the company’s EPS growth relative to the Standard & Poor’s 500 Non-Financial Companies Index over a three-year performance cycle. A three-year average EPS growth metric will be used to determine relative performance against the index and calculate earned shares at the end of the three-year performance period. Target shares, or 100%, will only be earned for EPS growth at the 50^th percentile. Maximum payout is 200% and is earned for EPS growth at the 75^th percentile of the index. In order to earn any shares under the program a minimum threshold must be achieved. Specifically, EPS growth must be at the 25^th percentile of the index. PSUs will be paid in the form of TE Connectivity common stock, together with dividend equivalent stock units that accrued commensurate with the portion of the PSUs that are vested. For purposes of the PSU program, EPS is calculated in the same manner as is used in the annual incentive program, as described in further detail on page 46.

Payout for Fiscal 2018 PSU Grant

Fiscal year 2020 was the third year of our fiscal year 2018 PSU grant and recipients earned shares for the period calculated at 60% of target which reflected the Company’s performance relative to the index over the three-year period. Due to the divestiture of the Company’s SubCom business, the MDCC approved the recast of the starting EPS number so that the business results for the SubCom business were excluded for the entire three-year period for purposes of calculating EPS growth. Shares earned under the program vested on December 9, 2020 upon certification of the fiscal year 2020 results.

The table below shows the shares earned and vested under the fiscal year 2018 PSU grant for each of our named executive officers.

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Fiscal 2020 Long-Term Incentive Awards

The MDCC granted long-term equity incentive awards for fiscal 2020 in November 2019. Fiscal year 2020 equity awards for named executive officers were made in the form of stock options (50%) and PSUs (50%).

The equity award values approved by the MDCC for the named executive officers for fiscal year 2020 were as follows:

​	​	​	​
Mr. Curtin		$	8,400,000
Mr. Mitts	​	$	2,450,000
Mr. Merkt	​	$	2,250,000
Mr. Kroeger	​	$	1,400,000
Mr. Jenkins	​	$	1,500,000

In recommending Mr. Curtin’s award for approval by independent members of the Board, the MDCC considered Mr. Curtin’s continuing strong performance and leadership of the Company and, since becoming Chief Executive Officer in March 2017, the MDCC had been gradually increasing Mr. Curtin’s total pay opportunity with the intent to have his total direct compensation align with our peer groups.

Award values for the other named executive officers were in line with the values granted in fiscal year 2019 except for Messrs. Mitts and Jenkins. The MDCC increased Mr. Jenkins fiscal 2020 equity award value to $1,500,000 to recognize his strong individual performance and enterprise leadership in a difficult year, and as a key member of the executive management team that achieved better than expected operating margins and earnings per share on significantly lower revenue and difficult macro-economic business conditions. The MDCC increased Mr. Mitts fiscal 2020 equity award value by $400,000 from fiscal 2019 award value (excluding the increase of Mr. Mitts equity value in fiscal 2019 by $500,000 as a result of relocation benefits). The increase to $2,450,000 is the result of a change by the Committee in Mr. Mitts’ target long-term incentive award to recognize his continuing strong performance in managing the finances of the Company and his oversight of the restructuring of the Finance organization, and also to recognize in fiscal 2020 his contributions as the Finance leader of the Company in a year where the Company achieved better than expected operating margins and earnings per share on significantly lower revenue and difficult macro-economic business conditions.

Fiscal 2021 Long-Term Incentive Awards

The MDCC granted long term equity incentive awards for fiscal year 2021 in November 2020. (These equity awards are not reflected in the Summary Compensation or Grants of Plan Based Awards tables because those tables only cover fiscal year 2020.)

The fiscal year 2021 equity incentive awards for the named executive officers were in the form of stock options (50%) and PSUs (50%). The equity award planning values approved by the MDCC for the named executive officers for fiscal year 2021 were as follows:

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The increased fiscal 2021 equity award values reflect the Committee's consideration of multiple factors, including the Committee’s review of the company’s peer groups, succession planning, current role within the organization and performance, including each executive’s contributions as a key member of the executive management team that delivered strong company performance in the first and second quarter of fiscal 2020 prior to the global pandemic and that guided the business through a global crisis creating resiliency in the company’s manufacturing and business operations during difficult macro-economic business conditions.

In recommending an increase to Mr. Curtin’s fiscal 2021 equity award, for approval by independent members of the Board, the MDCC primarily considered Mr. Curtin’s competitive total pay opportunity relative to the company’s industry peer group, and also considered his level of experience and contributions, and continuing strong performance and enterprise leadership of the company in a difficult year. Mr. Curtin’s fiscal 2021 total direct compensation

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opportunity is competitive with the median of the industry peer group and is more heavily weighted towards equity related compensation.

The MDCC increased fiscal 2021 equity awards for Mr. Mitts primarily to increase the competitiveness of his total pay opportunity relative to the company’s industry peer group, and also to recognize his level of experience and contributions as a key member of the executive management team, and individual contributions to the Finance organization, during difficult market conditions. Mr. Mitts’ fiscal 2021 total direct compensation opportunity is competitive with the median of the industry peer group and is more heavily weighted towards equity related compensation.

The MDCC increased fiscal 2021 equity awards for Mr. Merkt to increase the competitiveness of his total pay opportunity in alignment to the company’s peer groups, in recognition of his scope of responsibilities leading the company’s largest segment and to recognize his contributions as a key member of the executive management team and his individual contributions to the Transportation Solutions segment during difficult market conditions.

The MDCC increased Mr. Jenkins fiscal 2021 equity award value to recognize his continued contributions and expanded role relating to the management and oversight of TE’s emerging markets opportunity, strong individual performance and enterprise leadership in a difficult year.

The MDCC increased Mr. Kroeger’s fiscal 2021 equity award value to recognize his promotion to President, Industrial Solutions and to recognize his strong performance and leadership of the Communications Solutions segment.

Pay Mix

The company does not have a defined policy to dictate the allocation between fixed and performance-based compensation or between annual and long-term compensation. The pay mix for each named executive officer is driven largely by two concerns: to deliver compensation primarily through performance-based components that align the executives’ interests with those of our shareholders, and to deliver a competitive pay mix relative to our peer benchmark companies. Management and the MDCC periodically review the pay mix to ensure that the allocation achieves those goals.

The following table shows our pay mix for fiscal year 2020, based on the data reported in the Summary Compensation Table. Performance-based incentives constituted at least 72% and as much as 85%, of fiscal year 2020 compensation for the named executive officers. The allocations differ among the named executive officers because of market practice for their respective positions and actual performance on annual incentive plan payouts.

(1)	For Mr. Merkt, amounts do not include the value of expatriate-related tax items.

(2)	Long-term incentives consist of 50% stock options and 50% PSUs

Tax Deductibility of Executive Compensation

Prior to the enactment of the Tax Cuts and Jobs Act of 2017, Section 162(m) of the Internal Revenue Code limited the tax deduction available to a public company for annual compensation paid to certain executive officers in excess of $1 million, unless the compensation qualified as performance based compensation or was otherwise exempt from Section 162(m).  For our tax years starting on September 29, 2018, the exemption for performance based compensation under Section 162(m) was repealed under the Tax Cuts and Jobs Act of 2017, meaning that all compensation paid to certain executive officers in excess of $1 million will not be deductible unless the compensation qualifies for transition relief available to arrangements in place on November 2, 2017. Annual incentive bonuses, stock options and other performance-based awards made to named executive officers and that qualify for transition relief are intended to qualify as performance-based compensation for these purposes. Our annual incentive bonus plan is structured as an umbrella plan requiring that a threshold operating income metric be met in order to satisfy the performance-based requirements of Section 162(m) of the Internal Revenue.

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In evaluating compensation programs covering our executive officers, the MDCC has considered the potential impact on the company of Section 162(m) and has intended, where appropriate, to maximize the deductibility of compensation under the exemptions currently available under Section 162(m). Regardless of the tax deductibility of compensation paid to the executive officers, the MDCC reserves the discretion to approve nondeductible compensation where necessary to achieve our overall compensation objectives and to ensure the company makes appropriate payments to executive officers.

Risk Profile of Compensation Programs

The MDCC has structured our executive compensation programs to provide the appropriate level of incentives without encouraging executive officers to take excessive risks in managing their businesses.

We performed a two-part risk assessment of the company’s compensation programs and practices in fiscal year 2020. We first conducted an inventory of our executive and non-executive incentive compensation programs globally, including all significant sales incentive programs. Then each program was evaluated to determine whether its primary components properly balanced compensation opportunities and risk. The compensation consultant facilitated this evaluation by preparing a compensation risk analysis checklist. Each program was evaluated against the checklist, the results were recorded, and risk levels were identified.

After considering the assessment results and the preliminary conclusions, the MDCC agreed that none of the company’s compensation programs and practices in fiscal year 2020 were reasonably likely to have a material adverse effect on the company.

Retirement and Deferred Compensation Benefits

The company maintains various retirement plans to assist our executive officers with retirement income planning and to make the company more appealing to prospective employees.

The company provides a defined contribution plan, the TE Connectivity Retirement Savings and Investment Plan (“RSIP”), that is available to all eligible U.S.-based employees, and a nonqualified supplemental retirement plan, the TE Connectivity Supplemental Savings and Retirement Plan (“SSRP”), for U.S. based management and executive level employees.

Under the RSIP, the company match level is based on years of service and employee contribution, as follows:

*	Represents a percentage of the employee’s eligible compensation, which, for purposes of the RSIP, generally includes base salary and annual incentive awards.

Under the SSRP, executive officers may defer up to 50% of their base salary and 100% of their annual incentive awards. The company provides matching contributions to the SSRP based on the executive officer’s amount of deferred compensation at the same rate such officer is eligible to receive matching contributions under the RSIP and on any cash compensation (i.e., base salary and annual incentive awards) earned in excess of Internal Revenue Service limits. Once officers reach the annual contribution limit under the RSIP, they may continue to make deferrals in excess of qualified plan limits into the SSRP and receive matching contributions from the Company until compensation reaches the IRS maximum compensation limit. Participants then receive matching contributions called “Company Credits” on any eligible compensation earned beyond the IRS maximum compensation limit.

Company contributions for the named executive officers are shown in the “All Other Compensation” column of the Summary Compensation table that follows this CD&A. Participants, including executive officers, are fully vested in company matching contributions under the RSIP after three years of service, or upon reaching age 55.

All of the company’s U.S. retirement, deferred compensation, incentive, and other executive and broad-based plans are intended to comply with Section 409A of the Internal Revenue Code.