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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant

Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Section 240.14a-12
LITTELFUSE, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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8755 West Higgins Road, Suite 500
Chicago, IL 60631
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2022
The 2022 Annual Meeting of Stockholders of Littelfuse, Inc. (the “Company”) will be held on Thursday, April 28, 2022 at 9:00 a.m. Central Daylight Time. Due to the ongoing public health impact of the COVID-19 outbreak, and to support the health and well-being of our stockholders, this year’s Annual Meeting will be a virtual meeting held via live webcast on the internet. Stockholders will be able to attend the Annual Meeting and submit questions during the live webcast by visiting www.virtualshareholdermeeting.com/LFUS2022 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on the proxy card or in the instructions that accompanied the proxy materials.
At the Annual Meeting, stockholders will be asked to consider and vote on the following matters, each as fully described in the attached Proxy Statement:
1.
To elect nine directors to serve a term of one year and until their successors are duly elected and qualified;
2.
To conduct an advisory (non-binding) vote on the compensation of our named executive officers (“NEOs”);
3.
To approve and ratify the appointment by the Audit Committee of Grant Thornton LLP as the Company’s independent auditors of the Company’s consolidated financial statements for the fiscal year ending December 31, 2022; and
4.
To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.
Stockholders of record at the close of business on March 1, 2022 will be entitled to attend and vote at the meeting.
 

 
Ryan K. Stafford
Corporate Secretary
March 16, 2022
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
of Stockholders to Be Held on April 28, 2022:
Your vote is important. Please review our proxy materials, including the enclosed Proxy Statement,
and vote your shares by using the Internet or telephone or by signing, dating and returning the
enclosed proxy card. If you attend the Annual Meeting, you may revoke your proxy and
vote online if you so desire. The Proxy Statement and the 2021 Annual Report for the
fiscal year ended January 1, 2022, are available at www.proxyvote.com.

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GENERAL INFORMATION AND FREQUENTLY ASKED QUESTIONS
We are furnishing this Proxy Statement to the stockholders of Littelfuse, Inc. in connection with the solicitation by the Board of Directors of Littelfuse, Inc. (the “Board”) of proxies to be voted at our annual meeting of stockholders to be held on April 28, 2022 (the “Annual Meeting”). Due to the ongoing public health impact of the COVID-19 outbreak and to support the health and well-being of our stockholders, the Annual Meeting will be a virtual meeting held via live webcast on the internet.
When used in this Proxy Statement, the terms “we,” “us,” “our,” “the Company” and “Littelfuse” refer to Littelfuse, Inc.
The Notice of Internet Availability of Proxy Materials is first being mailed to stockholders on or about March 16, 2022 to notify stockholders of record that the proxy materials (this Proxy Statement, proxy card, and the 2021 Annual Report) are available online at www.proxyvote.com. A copy of the Form 10-K and other proxy materials are available in hard copy by request, free of charge. Copies of exhibits to the 2021 Annual Report on Form 10-K may also be obtained upon payment to us of the reasonable expense incurred in providing such exhibits. We encourage all stockholders to access their proxy materials online to reduce the environmental impact and the cost of our proxy solicitation. You may request a paper copy of the proxy materials using any of the following methods:
1.
By Internet: go to www.proxyvote.com
2.
By Phone: 1-800-579-1639
3.
By Email: sendmaterial@proxyvote.com
4.
By Written Request: Littelfuse, Inc., Attention: Legal Department, 8755 W Higgins Road, Suite 500, Chicago, Illinois 60631.
We encourage you to access and review all of the important information in the proxy materials before voting.
Who may vote at, and attend the Annual Meeting?
Stockholders of record at the close of business on March 1, 2022, the record date for the Annual Meeting, will be entitled to notice of, to vote at, and attend the Annual Meeting. On March 1, 2022, we had outstanding 24,689,730 shares of our common stock, par value $0.01 per share. Each outstanding share of common stock entitles the holder to one vote per share on each matter submitted to a vote at the meeting.
A list of the stockholders of record entitled to vote at the meeting will be available for examination by stockholders for any purpose germane to our Annual Meeting during ordinary business hours for a period of at least ten days prior to the meeting at our headquarters located at 8755 West Higgins Road, Suite 500, Chicago, Illinois 60631.
Will I be able to ask a question during the Annual Meeting?
Yes, all stockholders attending the 2022 Annual Meeting will be able to submit a question during the meeting. You must be logged into the virtual meeting at www.virtualshareholdermeeting.com/LFUS2022 and follow the instructions on the meeting page on how to post a question or comment. If your question is properly submitted during the meeting, your question may be answered during the meeting or we may hold your question and respond to it after the meeting. Questions on similar topics may be combined and answered together.
How do I vote?
The Annual Meeting will be held entirely online. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/LFUS2022 and entering your 16-digit control number included in the Notice of Internet Availability, on your proxy card or in the instructions that accompanied your proxy materials.

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If you do not plan to attend the Annual Meeting, you may also vote by phone or mail, as described below:
By Phone: Call 1-800-690-6903
By Mail: Sign, date and return your proxy card to the address listed on the proxy card.
All shares entitled to vote and represented by properly executed and unrevoked proxies will be voted at the Annual Meeting in accordance with the instructions given therein. If no instructions are indicated on a properly executed proxy (other than broker non-votes), the shares represented by that proxy will be voted as recommended by the Board.
What shares are included on the proxy card?
If your shares are registered directly in your name with the Company’s transfer agent, EQ Shareowner Services, you are considered a stockholder of record with respect to those shares. If your shares are held in a bank or brokerage account, you are considered the beneficial owner of those shares.
If you are a stockholder of record, you will receive only one notice or proxy card for all the shares you hold in certificate form, or book-entry form.
If you are a beneficial owner, you will receive voting instructions from the bank, broker or other nominee through which you own your shares.
What if I am a beneficial owner and do not give voting instructions to my broker?
If you are a beneficial owner and do not provide voting instructions to your bank, broker or other nominee, the following applies:
Non-Discretionary Items. The election of directors and the advisory vote on executive compensation are non-discretionary items and may not be voted on by brokers, banks or other nominees that have not received specific voting instructions from beneficial owners. This is called a “broker non-vote.”
Discretionary Items. The ratification of the appointment of the Company’s independent registered public accounting firm (Grant Thornton LLP) is a discretionary item. Generally, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.
What can I do if I change my mind after I vote my shares?
Any stockholder giving a proxy has the right to revoke it at any time prior to the time it is voted. A proxy may be revoked by (1) written notice to us sent to the attention of our Corporate Secretary at 8755 West Higgins Road, Suite 500, Chicago, Illinois 60631, (2) execution of a subsequent proxy, (3) voting on the Internet or by telephone, or (4) attending the Annual Meeting and voting online. All shares represented by effective proxies will be voted at the Annual Meeting or at any postponements or adjournment thereof.
What are the voting standards for each of the Proposals to be voted on at the Annual Meeting?
Stockholders are being asked to vote on the following matters at the Annual Meeting. The voting standard and our Board’s voting recommendation for each matter is described below:
Proposal
Voting Standard*
Board Recommendation
Proposal 1: Election of Director Nominees
Majority of votes cast**
FOR ALL
the nominees for director
Proposal 2: Advisory Vote on Executive Compensation
Majority of votes cast
FOR
Proposal 3: Approval and Ratification of the Appointment of Grant Thornton LLP as Independent Auditors
Majority of votes cast
FOR
*Majority of votes cast means that the number of votes cast “For” the proposal exceeds the number of votes cast “Against.”

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**Except in the event of a contested election of directors. In the event of a contested election, directors shall be elected by plurality of votes cast. Also, our Corporate Governance Guidelines include a resignation policy, which provides, among other things, that if a director nominee does not receive a majority of the votes cast:
such nominee must tender his or her resignation within ten days;
the Nominating and Governance Committee of the Board must recommend to our Board whether such resignation should be accepted or rejected; and
our Board must take final action no later than 90 days after the stockholder vote.
How are abstentions and broker non-votes counted?
Abstentions will not be included in vote totals and will have no effect on Proposal 1 – the election of director nominees. Abstention votes on each of Proposal 2 and 3 will have the same effect as a vote “Against.”
Broker non-votes will not be included in vote totals and will have no effect on the outcome of any of the proposals to be voted on at the Annual Meeting.
Who will tabulate and count the votes?
We retain an independent inspector of election from Broadridge Financial Solutions to attend our virtual Annual Meeting and to certify the results of the vote.
What is required for a quorum at the Annual Meeting?
A quorum of stockholders is required for the transaction of business at our Annual Meeting. Our bylaws provide that a majority of all of the shares of common stock entitled to vote, whether present in person or represented by proxy, constitutes a quorum for the transaction of business at the meeting. Abstentions and “broker non-votes” will also be considered as present for purposes of determining the presence or absence of a quorum at the Annual Meeting.
What if I encounter technical difficulties during the Annual Meeting?
If you experience technical difficulties, please contact the technical support telephone number posted on the Virtual Shareholder Meeting login page.
What if the Company encounters technical difficulties during the Annual Meeting?
If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), our meeting Chairman will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened at a later time or another day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via the investor relations section of our website at investor.littelfuse.com.
How are proxies solicited and what is the cost?
The proxy accompanying this proxy statement is solicited on behalf of our Board, for use at the Annual Meeting. We will bear the cost of soliciting proxies. Copies of solicitation materials will be furnished to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others to forward to such beneficial owners. The Company may reimburse such persons for the costs they incur to forward the solicitation material to such beneficial owners. In addition to solicitation by mail, our officers and employees may solicit proxies by telephone or in person.
What is Householding?
Under SEC rules, only one copy of this proxy statement is being delivered to stockholders residing at the same address, unless one or more of the stockholders have notified the Company of their desire to receive multiple copies of the proxy statement. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
If you receive notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no

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longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker directly or direct your written request to our Corporate Secretary at 8755 West Higgins Road, Suite 500, Chicago, Illinois 60631, or call our corporate office at 1-773-628-0717. Upon such request, Littelfuse will undertake to promptly deliver a separate copy of the proxy statement and annual report to any stockholder that elects not to participate in householding.
If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact your broker directly or direct your written request to our Corporate Secretary at 8755 West Higgins Road, Suite 500, Chicago, Illinois 60631, or call our corporate office at 1-773-628-0717 to request information about eliminating duplicate mailings.
When will the Company announce the voting results?
We will announce the preliminary voting results at the Annual Meeting. The Company will report the final results on a Current Report on Form 8-K, to be filed with the SEC within four business days following the Annual Meeting.

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PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Board currently consists of nine members. All of our current directors are standing for re-election. Therefore, we are asking our stockholders to elect nine directors at the annual meeting to serve a term of one year and until their successors have been duly elected and qualified. The nominees for director, all of whom are now serving as directors, are listed below together with certain biographical information as of March 1, 2022.
Name
Position
Kristina A. Cerniglia
Director
Tzau-Jin Chung
Director
Cary T. Fu
Director
Maria C. Green
Director
Anthony Grillo
Director
David W. Heinzmann
Director
Gordon Hunter
Chairman of the Board
William P. Noglows
Lead Independent Director
Nathan Zommer
Director
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR ALL
OF THE DIRECTOR NOMINEES

Committee Membership:
Audit
Compensation
Kristina A. Cerniglia, 55
Director since 2018
Ms. Cerniglia has served as Senior Vice President and Chief Financial Officer for Hillenbrand, Inc. (NYSE:HI), a global diversified industrial company with multiple market-leading brands that serve a wide variety of industries across the globe, since 2014. Prior to that, she served in various capacities at Stanley Black & Decker, a global provider of power and hand tools, mechanical access solutions and electronic monitoring systems from 1997 to 2014, most recently as Vice President and Corporate Controller. Ms. Cerniglia holds a bachelor’s degree in finance from Bentley College.

In nominating Ms. Cerniglia for election as a director, our Board focused on her 30 years of diverse financial and industry experience and leadership as important attributes to help enhance and shape our growth strategy.

Committee Membership:
Compensation Chair
Nominating and Governance
Technology
Tzau-Jin Chung, 59
Director since 2007
Mr. Chung has served as a Founding Senior Partner of Core Industrial Partners LLC, a private equity firm investing in lower to middle market manufacturing companies in North America, since 2017. From 2013 to May 2016, Mr. Chung served as president and chief executive officer of Navman Wireless and Teletrac Inc., a global market leader in GPS-based fleet management solutions. From 2007 to December 2012, Mr. Chung was chief executive officer of Navman Wireless. Previously, Mr. Chung served as president of the New Technologies Division of Brunswick Corporation (NYSE:BC) from 2002 to 2007. Mr. Chung has served on the board of directors of Mastercraft Boat Holdings, Inc. (NASDAQ:MCFT) since December 2016, Airgain, Inc. (NASDAQ:AIRG) since October 2018, and Fathom Digital Manufacturing Corporation (NYSE: FATH) since December 2021. Mr. Chung holds a bachelor's degree in science, electrical and computer engineering from the University of Texas - Austin, an MS in computer science from North Carolina State University and an MBA from the Fuqua School of Business at Duke University.

In nominating Mr. Chung for election as a director, our Board focused on his past experience in developing new products, corporate-wide strategic planning, mergers and acquisitions, information technology and his experience with operations in Asia as important attributes for his continuing to serve as one of our directors.

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Committee Membership:
Audit Chair
Compensation
Cary T. Fu, 73
Director since 2012
Mr. Fu is the co-founder of Benchmark Electronics, Inc. (NYSE:BHE), a solutions provider for high technology OEM customers. He served as chairman of the board of Benchmark from 2009 until his retirement in 2012, and served as a director from 1990 until 2012. Mr. Fu also served as the chief executive officer of Benchmark from 2004 to 2011, and was the president and chief executive officer from 2004 to 2006. From 1986 to 2004, Mr. Fu served in various capacities with Benchmark, including as executive vice president, treasurer and secretary. Mr. Fu has served on the board of directors of Teradata Corporation (NYSE:TDC) since 2008. Mr. Fu holds an MS in accounting from the University of Houston and is a certified public accountant.

In nominating Mr. Fu for election as a director, our Board focused on his past experience in the industry and unparalleled management experience.

Committee Membership:
Audit
Nominating and Governance
Maria C. Green, 69
Director since 2020
Ms. Green served as the Senior Vice President and General Counsel of Ingersoll-Rand plc (NYSE:IR), a diversified manufacturing company, from 2015 until her retirement in June 2019. Prior to that, she served in various capacities at Illinois Tool Works (NYSE:ITW), a producer of engineered fasteners and components, equipment and consumable systems and specialty products, most recently as Senior Vice President, General Counsel and Secretary, from 1997 to 2015. Ms. Green has served on the boards of directors of Tennant Company (NYSE:TNC) since March 2019, WEC Energy Group (NYSE:WEC) since July 2019 and Fathom Digital Manufacturing Corporation (NYSE:FATH) since July 2021. Ms. Green holds a bachelor's degree in sociology/economics from the University of Pennsylvania and Juris Doctorate from Boston University School of Law.

In nominating Ms. Green for election as a director, our Board focused on her experience as a global public company leader, her comprehensive skills including strategic planning, acquisitions and enterprise risk management and her expertise in matters of corporate governance.

Committee Membership:
Audit
Nominating and
Governance Chair
Anthony Grillo, 66
Director since 1991
Mr. Grillo is the founder of American Securities Advisors, LLC and affiliates (now known as Ascribe Opportunities Management, LLC), an advisory and private equity investment firm established in 2005. Mr. Grillo served as Managing Director of Ascribe until his retirement in 2018. From 2001 through 2004, Mr. Grillo served as Senior Managing Director of Evercore Partners, Inc. (NYSE:EVR), an investment banking boutique providing advisory services to multinational corporations on significant mergers, acquisitions, divestitures, restructurings and other strategic corporate transactions, where he founded the restructuring practice for the firm. From 1999 through 2001, Mr. Grillo served as Senior Managing Director of Joseph Littlejohn & Levy, Inc., a private equity firm. From 1991 through 1999, Mr. Grillo was a Senior Managing Director of the Blackstone Group L.P., a private equity firm. Mr. Grillo has served on the board of directors of Oaktree Acquisition Corp. II (NYSE:OACB) since September 2020. He previously served on the board of directors of Oaktree Acquisition Corp. (NYSE:OAC) from June 2019 to January 2021. Mr. Grillo holds a bachelor’s degree in economics from Rutgers University and an MBA from Wharton Business School.

In nominating Mr. Grillo for election as a director, our Board focused on his past experience in the financial markets and his experience with corporate acquisitions as important attributes for his continuing to serve as one of our directors.

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Committee Membership:
Technology Chair
David W. Heinzmann, 58
Director since 2017
Mr. Heinzmann has served as our President and Chief Executive Officer and a member of the Board since January 2017. He previously served as our Chief Operating Officer from 2014 to 2017. Mr. Heinzmann began his career at Littelfuse in 1985 as a manufacturing engineer and since then has held positions of increasing responsibility. From 2004 through 2007, he served as Vice President and General Manager, Automotive segment, and then as Vice President, Global Operations until 2014. Mr. Heinzmann has served as a director of Gentherm Inc. (NASDAQ:THRM) since August 2020. He previously served on the board of directors of Pulse Electronics Corporation from 2014 until its acquisition by Yageo Corporation in May 2018. Mr. Heinzmann holds a bachelor’s degree in mechanical engineering from Missouri University of Science and Technology.

In nominating Mr. Heinzmann for election as a director, our Board focused on his management and operational expertise and extensive experience with Littelfuse as a key driver for continued growth and evolution of the Company.

Committee Membership:
Technology
Gordon Hunter, 70
Director since 2002
Mr. Hunter has served as the Chairman of the Board since January 2018. He previously served as Executive Chairman of the Board from January 2017 through December 2017. Prior to that, Mr. Hunter served as a director from 2002 to 2003, served as Chief Operating Officer from 2003 to 2005, and served as our Chairman of the Board, President and Chief Executive Officer from 2005 until January 2017. Prior to joining Littelfuse, Mr. Hunter served as vice president, Intel communications group, and general manager, optical products group for Intel Corporation (NASDAQ:INTC) from 2002 to 2003. Prior to joining Intel in 2002, he served as president of Elo TouchSystems, a subsidiary of Raychem Corporation. Mr. Hunter also served in a variety of positions during a 20-year career at Raychem Corporation, including vice president of commercial electronics and a variety of sales, marketing, engineering and management positions. Mr. Hunter has served on the board of directors of Veeco Instruments, Inc. (NASDAQ:VECO) since 2010, and the board of directors of CTS Corporation (NYSE:CTS) since 2011. Mr. Hunter holds a bachelor’s degree in electrical engineering from the University of Liverpool, England and an MBA from London Business School.

In nominating Mr. Hunter for election as a director, our Board focused on his leadership, vision and execution as Chairman and former Chief Executive Officer in growing and reshaping the Company and setting and communicating the proper cultural and behavioral tone as important attributes for his continuing to serve as one of our directors.

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Committee Membership:
Lead Director
Compensation
William P. Noglows, 64
Director since 2007
Mr. Noglows has served as chairman of the board of CMC Materials (f/k/a Cabot Microelectronics Corporation) (NASDAQ:CCMP), a leading worldwide supplier of consumable products used in the semiconductor manufacturing process, since January 2016. He previously served as executive chairman of the board from 2014 until December 2015, and served as chairman, president and chief executive officer of CMC Materials from 2003 through 2014. Prior to that, Mr. Noglows served as executive vice president and general manager at CMC Materials. Mr. Noglows has served on the board of directors of Aspen Aerogels, Inc. (NYSE: ASPN) since 2014, and he also served on the Aspen board from 2011 to 2013. Mr. Noglows holds a bachelor’s degree in chemical engineering from the Georgia Institute of Technology.

In nominating Mr. Noglows for election as a director, our Board focused on his experience as chief executive officer of a leading public company and his expertise in developing technology as important attributes for his continuing to serve as one of our directors.

Committee
Membership:
Technology
Nathan Zommer, 74
Director since 2018
Dr. Zommer is the founder of IXYS Corporation and served as the Chairman of the Board and Chief Executive Officer of IXYS from 1993 until its acquisition by Littelfuse, Inc. in January 2018. Dr. Zommer previously served in various other capacities with IXYS, including as president and executive vice president. Prior to founding IXYS, Dr. Zommer served in a variety of positions with Intersil, Hewlett Packard and General Electric, including as a scientist in the Hewlett Packard Laboratories and Director of the Power MOS Division for Intersil/General Electric. In 2018, Dr. Zommer founded Shaaron LLC, a venture capital investment and technology consulting partnership. Dr. Zommer holds a bachelor’s degree and MS in physical chemistry from Tel Aviv University and a Ph.D. in electrical engineering from Carnegie Mellon University.

In nominating Dr. Zommer for election as a director, our Board focused on his historical experience with the IXYS business and more than 30 years of leadership in the semiconductor industry. Dr. Zommer was originally appointed as a director pursuant to the agreement for the Company’s acquisition of IXYS Corporation.

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Director Compensation
For the 2021 fiscal year, non-employee directors received an annual retainer of $75,000, paid in quarterly installments, plus reimbursement of reasonable expenses relating to attendance at meetings. Our directors are also reimbursed for the costs associated with attending one continuing education program every three years. No fees are paid to directors who are employee directors. Additional annual retainers are paid to our Board leadership, as shown below:
Board Leadership Role
Annual Retainer
Lead Director
$20,000
Board Chairman
$50,000
Audit Committee Chairperson
$20,000
Compensation Committee Chairperson
$15,000
Nominating and Governance Committee Chairperson
$10,000
Technology Committee Chairperson
$10,000
In addition to cash compensation, each non-employee director received an annual equity grant under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan (the “Long-Term Plan”) valued at approximately $140,000. The equity grant is comprised of (1) one-third stock options that vest equally on the first three annual anniversaries of the grant date, have an exercise price equal to the fair market value of our common stock on the date of grant, and expire seven years from the grant date, and (2) two-thirds restricted stock units (“RSUs”) that are granted upon the non-employee director’s election or reelection to the Board at the Company’s annual meeting and that vest equally on the first three annual anniversaries of the grant date. On April 22, 2021, each non-employee director was granted 574 stock options having a per share exercise price of $267.84 and 396 RSUs.
Upon recommendation of our independent compensation consultant, for the 2022 fiscal year the following changes were made to non-employee director compensation to better align with the updated peer group’s practices:
Non-employee annual retainer was increased from $75,000 to $85,000
Board Chairman annual retainer was increased from $50,000 to $75,000
Nominating and Governance Committee Chairperson annual retainer was increased from $10,000 to $12,000
Annual equity grant value was increased from $140,000 to $165,000
Non-employee directors may elect to defer receipt of their cash fees under the Littelfuse Deferred Compensation Plan for Non-employee Directors (the “Directors Plan”) and defer payout of their equity grants and any related dividend distributions. All deferrals are deposited with a third-party trustee, where they (and any distributions thereon) are invested in Littelfuse common stock. Deferrals under the Directors Plan are generally paid out when the director ceases to be a director or on the date specified by the director at the time of the non-employee director’s deferral election. Deferred payments owed to Mr. Hunter as a result of his prior service as a non-employee director are expected to be delayed an additional six months following his separation from service as both a director and employee of Littelfuse as required by law due to his status as a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended.

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The following table sets forth compensation earned by or paid to non-employee directors during 2021:
Name
Fees Earned or
Paid in Cash
($)
Stock
Awards
($)(1)
Option
Awards
($)(2)
All Other
Compensation ($)
Total
Kristina A. Cerniglia
$75,000
$104,556
$42,528
$0
$222,084
Tzau-Jin Chung
$90,000
$104,556
$42,528
$0
$237,084
Cary T. Fu
$95,000
$104,556
$42,528
$0
$242,084
Maria C. Green
$75,000
$104,556
$42,528
$0
$222,084
Anthony Grillo
$81,667
$104,556
$42,528
$0
$228,751
Gordon Hunter
$125,000
$104,556
$42,528
$0
$272,084
John E. Major (3)
$31,667
$0
$0
$2,238,121
$2,269,788
William P. Noglows
$91,667
$104,556
$42,528
$0
$238,751
Nathan Zommer
$75,000
$104,556
$42,528
$0
$222,084
(1)
On April 22, 2021, each director received an annual RSU award of 396 shares of common stock. The amounts shown reflect the grant date fair value of restricted stock unit awards computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for fiscal year ended January 1, 2022. As of January 1, 2022, each director held the following outstanding RSUs (including RSUs that have been deferred under the Long-Term Plan): Ms. Cerniglia, 1,113 shares; Mr. Chung, 8,421 shares; Mr. Fu, 1,113 shares; Ms. Green, 1,203 shares; Mr. Grillo, 1,887 shares; Mr. Hunter, 1,113 shares; Mr. Noglows, 3,581 shares; and Dr. Zommer, 1,113 shares.
(2)
On April 22, 2021, each director received an annual stock option award of 574 shares with a per share exercise price equal to $267.84 (determined based on the closing stock price on that date reported by NASDAQ). The amounts shown reflect the grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for fiscal year ended January 1, 2022. As of January 1 2022, each director held the following outstanding option awards: Ms. Cerniglia, 2,917 shares; Mr. Chung, 2,917 shares; Mr. Fu, 3,717 shares; Ms. Green, 2,006 shares; Mr. Grillo, 7,309 shares; Mr. Hunter, 9,791 shares; Mr. Noglows, 7,309 shares; and Dr. Zommer, 2,917 shares.
(3)
Pursuant to Section 8 of the Littelfuse, Inc. Corporate Governance Guidelines, Mr. Major reached the mandatory retirement age of 75, and effective April 22, 2021, following the 2021 annual meeting of stockholders, Mr. Major retired as a member of the Board and as the Lead Director. In connection with the vacancy resulting from Mr. Major’s retirement from the Board, the Board voted unanimously to reduce the size of the Board from ten to nine directors and to appoint Mr. Noglows as the Company’s Lead Director.

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CERTAIN GOVERNANCE MATTERS
Governance Structure
Below are key characteristics of our Board of Directors as of the fiscal year ended January 1, 2022:
Members of the Board of Directors: 9
Lead Independent Director
Regular Non-Management Executive Sessions
Diverse Board Members (Race and Gender)
 22% female
 33% underrepresented minorities
Independent Directors: 7
Mandatory Retirement Age: 75
Majority Voting in Uncontested Director Elections
Robust self-evaluation process
Separate Chairman and CEO
Required Committees Consist of Entirely
Independent Members
Board Leadership
Mr. Hunter served as President and Chief Executive Officer until his retirement on January 1, 2017. He then served as Executive Chairman of the Board until January 1, 2018, when he transitioned into his current role as Chairman of the Board. Additionally, Mr. Noglows serves as the independent Lead Director.
Among other things, the Lead Director convenes and chairs regular and special executive sessions of the independent directors and serves as a liaison between the independent directors and our Chief Executive Officer (“CEO”). We believe that our leadership structure allows the Board to have better control of the direction of management, while still retaining independent oversight.
Attendance at Meetings
The Board held seven meetings during fiscal year 2021. All of the directors attended 100% of the meetings of the Board and 100% of the meetings of the committees on which they served. Consistent with our policy, all of our directors attended our 2021 annual meeting of stockholders. Independent members of our Board regularly meet in executive session without management present.
Director Independence; Financial Experts
There is no arrangement or understanding between any of our directors and any other person or entity other than the Company, to which any director was or is to be selected as a director. The Board has affirmatively determined that each current board member, except Mr. Heinzmann and Dr. Zommer, (i) is “independent” within the definitions contained in the current NASDAQ listing standards and the rules and regulations of the SEC, and (ii) has no other “material relationship” with the Company that could interfere with his or her ability to exercise independent judgment. The Board specifically determined that, effective January 1, 2021, Mr. Hunter was an independent director under applicable rules considering, among other factors, that it has been over three years since he served as an employee of Littelfuse.
The Board further determined that (i) each Audit Committee member is “independent” within the enhanced requirements for audit committee members under NASDAQ and SEC rules, and (ii) each Compensation Committee member is a “non-employee director” under SEC rules. Also, the Board has determined that Messrs. Fu and Grillo and Ms. Cerniglia are “audit committee financial experts” as defined by the SEC.

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Board Diversity, Skills, and Experience
We believe that our Board best serves the Company and our stockholders with a diversity of backgrounds, skillsets, industry experiences and expertise. We have balanced our board composition with new members who bring fresh perspectives and longer serving directors who bring continuity and experience to our business and the end markets we serve. To help ensure continued diversity on our Board we have:
22% female members of the Board.
33% underrepresented minority members of the Board.
Incorporated a mandatory retirement age into our Corporate Governance Guidelines where absent a finding of exceptional circumstances by a majority of the Nominating and Governance Committee, no person 75 years or older at the time of election or re-election will be nominated to serve as a director.
Maintained a robust evaluation process including individual interviews conducted by the Nominating and Governance Committee Chairperson with each director.
A Nominating and Governance Committee charter reflecting that we recognize the benefit of a Board of Directors that reflects the diversity of the Company’s stockholders, employees and customers and the communities in which we operate and we shall actively seek qualified candidates for nomination and election to the Board of Directors in order to reflect such diversity, including gender and ethnic diversity.
The Nominating and Governance Committee charter requires the committee to ensure that candidates of diverse ethnic and/or gender backgrounds are considered when a new non-employee director is appointed or nominated, which the committee implements by applying the factors described under Director Candidates below. The increase in diversity on our Board over the last few years evidences the effectiveness of our efforts—our last two independent director appointees have both been female, one of which is an underrepresented minority.
The following table sets forth our Board’s diversity statistics as of March 1, 2022:
Board Diversity Matrix (As of March 1, 2022)
 
Female
Male
Non-Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors
2
7
Part II: Demographic Background
African American or Black
1
Alaskan Native or Native American
​–
​–
​–
​–
Asian
2
Hispanic or Latinx
​–
​–
​–
​–
Native Hawaiian or Pacific Islander
White
1
5
​–
​–
Two or More Races or Ethnicities
LGBTQ+
​–
Did Not Disclose Demographic Background

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In addition, the Board possesses a diverse set of skills and industry experiences. Our directors’ skills and experience include financial, operational, technological and governance matters as well as expertise across the Company’s products, end markets and geographies in which we operate. The Board’s self-identified attributes in these areas are summarized in the chart below.

Director Candidates
The Nominating and Governance Committee has a well-developed process to identify new director candidates. In addition, recommendations may be received by the Committee from various sources, including directors and Company contacts. The Nominating and Governance Committee considers diversity of gender, race, ethnicity, age, cultural background, geographical and professional experience in evaluating candidates for membership on the Board. We are committed to ensuring that candidates of diverse ethnic and/or gender backgrounds are considered when a new non-employee director is appointed or nominated. Other factors that the Nominating and Governance Committee takes into consideration when evaluating a director candidate, as it deems appropriate, include:
Experience as an executive or director of a publicly traded company;
Familiarity with our business and our industry;
Availability to actively participate in meetings of the Board and attend the annual meeting of stockholders;
Knowledge and experience in the preparation or evaluation of financial statements;
Diversity of background, including gender and ethnic diversity, knowledge, skills and experience to create a well-rounded Board;
Satisfaction of the criteria for independence established by the SEC and NASDAQ listing standards, as they may be amended from time to time; and
Ability to interact in a productive manner with the other members of the Board.
Director Nominations
The Nominating and Governance Committee will consider director nominees recommended by stockholders using the same evaluation process as for any other nominee. Recommendations must comply with the procedures in our bylaws and be submitted to the Corporate Secretary at 8755 West Higgins Road, Suite 500, Chicago, Illinois 60631. Any recommendation must include:
The name and address of the candidate;

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A brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification factors set forth above; and
The candidate’s signed consent to be named in the Proxy Statement if nominated and to serve as a director if elected.
To be considered by the Nominating and Governance Committee for nomination and inclusion in our proxy statement for the 2022 annual meeting of stockholders, stockholder recommendations for director must have been received by us no later than November 12, 2021. Each stockholder recommendation must include the name and address of the nominating stockholder and the number of shares beneficially owned by such stockholder.
Proxy Access
A stockholder, or stockholder group of no more than 20 stockholders, that has owned at least three percent of our outstanding common stock continuously for at least three years may nominate directors to our Board and have the nominees included in our proxy materials to be voted on at our annual meeting of stockholders. The maximum number of stockholder nominees that will be included in our proxy materials with respect to any such annual meeting is the greater of (i) two directors or (ii) twenty percent of directors to be elected. A stockholder who seeks to nominate a director or directors to our Board must provide proper notice to the Company’s Corporate Secretary as described in our bylaws and comply with all other procedures in our bylaws. See additional information under “Stockholder Proposals” starting on page 51.
Board Evaluation
Our Board conducts an annual self-evaluation to assess its effectiveness and to identify opportunities for improvement as described below.
1.
Each director provides written responses to board and committee evaluations, assessing performance and identifying areas for improvement.
2.
The Nominating and Governance Committee Chairperson conducts individual interviews with all members of the Board.
3.
The Nominating and Governance Committee Chairperson reports to the Nominating and Governance Committee on the results of the individual interviews.
4.
The Nominating and Governance Committee analyzes evaluation responses and reports on the results to the full Board.
Board Committees
We have four standing committees: the Audit Committee, Compensation Committee, Nominating and Governance Committee and Technology Committee. Each of these committees has a written charter approved by our Board, copies of which are posted under the “Corporate Governance” section of the Company’s website at https://investor.littelfuse.com/corporate-governance/governance-overview. Current membership of each committee is provided below, followed by a description of each committee’s responsibilities.
Director
Audit
Committee
Compensation
Committee
Nominating and
Governance Committee
Technology Committee
Kristina A. Cerniglia
X
X
Tzau-Jin Chung
 
Chairman
X
X
Cary T. Fu
Chairman
X
Maria C. Green
X
 
X
 
Anthony Grillo
X
Chairman
David W. Heinzmann
 
 
 
Chairman
Gordon Hunter
X
William P. Noglows
 
X
 
 
Nathan Zommer
X

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Audit Committee
Meetings held in 2021: 6
The Audit Committee is responsible to, among other things:
Engage, compensate, oversee, and if applicable, terminate, the independent registered public accounting firm (including resolving any disagreements with management regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.
Review the adequacy and effectiveness of the accounting and financial controls and procedures of the Company.
Review the annual internal audit plan and performance of the internal audit function.
Review any legal or regulatory matters that may have a material effect on the financial statements of the Company or related Company compliance policies.
Review the Company’s risk assessment and risk management process.
Review the Company’s policies and procedures related to cybersecurity risks and incidents and related disclosure controls and protocols.
Review procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
Review swap transactions, reliance on end-user exception and related policies and procedures.
Prepare the Audit Committee report required to be included in the Company’s annual proxy statement.
Compensation Committee
Meetings held in 2021: 6
The Compensation Committee is responsible to, among other things:
Review the Company’s compensation philosophy, practices and policies, and through an annual compensation risk assessment provide input to management regarding compensation arrangements that may incentivize unnecessary and excessive risk taking.
Review and recommend to the Board for its consideration and determination the compensation for the Chief Executive Officer and the other executive officers.
Review and recommend to the Board for its consideration and determination any employment agreements, severance agreements, change-in-control arrangements and any special or supplemental benefits for the executive officers of the Company.
Establish and certify the achievement of performance goals for performance-based compensation.
Evaluate Chief Executive Officer performance.
Review and recommend to the Board for its consideration and determination the director compensation fees and equity-based awards.
Review and report to the Board on the Company’s organizational structure, succession plans for executive officers and programs for development of individuals to assume positions of higher responsibility.
Review and recommend to the Board for its consideration and determination the appropriate stock ownership guidelines applicable to directors and executive officers.
Review (i) submission to stockholders of executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, (ii) engagement with proxy advisory firms or other stockholder groups on executive compensation matters, and (iii) the results of such advisory votes from stockholders and consider any implications to the Company’s compensation programs.
Review our compensation discussion and analysis and recommend its inclusion in our Annual Report on Form 10-K and Proxy Statement each year.

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The Compensation Committee has the authority under its charter to engage services of outside advisors to assist in carrying out its duties. Under this authority, the Compensation Committee retained Compensation Strategies, Inc. as its independent compensation consultant during the 2021 fiscal year to assist the Compensation Committee with compiling a comprehensive analysis of market data and analyzing its implications for executive compensation at the Company, as well as various other executive compensation matters such as conducting a peer group review and analysis for director and executive compensation data, and providing an update on executive compensation trends and pending and enacted legislation relevant to the compensation of our executive officers. The Compensation Committee has assessed the independence of Compensation Strategies, Inc. and determined that Compensation Strategies, Inc. did not have any economic interests or other relationships that would conflict with its obligation to provide impartial and objective advice.
Nominating and Governance Committee
Meetings held in 2021: 4
The Nominating and Governance Committee is responsible to, among other things:
Identify individuals qualified to serve on our Board and to recommend director nominees to the Board for nomination at our annual meeting of stockholders.
Evaluate and present to the Board of Directors on an annual basis its determination as to (a) the independence of each director and director nominee under the independence standards established by the SEC and NASDAQ listing standards, (b) the classification of each director and director nominee as “independent,” “interested,” “non-management,” or similarly situated for purposes of committee assignments, and (c) whether the Audit Committee has an “audit committee financial expert.”
Initiate and oversee an annual self-evaluation of the Board and its committees.
Monitor the orientation and training needs of directors.
Review new legislation, rules, regulations and other developments affecting corporate governance and make recommendations to the Board, as appropriate.
Review all potential related party transactions that require the Committee’s approval.
Assist the Company’s oversight of its ethics and compliance program, including the Company’s compliance with legal and regulatory requirements other than those related to accounting or financial reporting and monitoring whether the Company’s Code of Conduct has been communicated by the Company to all directors, officers, and associates.
Develop and annually assess the adequacy of the Corporate Governance Guidelines for the Company.
Provide oversight and guidance with regards to the Company’s sustainability program and related environmental, social, and governance (“ESG”) matters, receive updates from management regarding the Company’s ESG activities, and review and approve the annual Sustainability Report published by the Company.
Technology Committee
Meetings held in 2021: 3
The Technology Committee is responsible to, among other things:
Review the technology program scope, direction, quality, investment levels and execution of the technology strategies presented by the Company’s management.
Review significant emerging technology issues and trends that may affect the Company, its business and strategy.
Review the Company’s technology competitiveness, including the effectiveness of its technological efforts and investments in developing new products and business.
Role in Risk Oversight
The Board’s role in risk oversight includes receiving regular reports from members of management on areas of material risk to the Company, including operational, financial, legal, regulatory, compensation and strategic risks.

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These reports include communications from management when potentially significant new risks develop, such as risks related to the COVID-19 pandemic. The full Board, or the appropriate committee, receives these reports from management to enable it to understand our risk identification, risk management and risk mitigation strategies. All Board committees meet regularly and report to the full Board on risk management matters. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.
Sustainability Program
The Company is committed to create long-term value for our customers, employees, investors and the communities where we operate through sustainable business practices. This commitment includes key sustainability program governance and oversight, demonstrated by:
Regular Board updates.
Senior leadership review of sustainability program progress and strategy, including the CEO, CFO, CLO and CHRO.
Sustainability program oversight by our Executive Vice President and Chief Legal Officer.
Global sustainability steering committee that meets bi-weekly to provide input and drive sustainability initiatives.
Our policies and procedures related to various environmental, social and governance topics are also a key element in the foundation of our sustainability program that helps ensure the health and safety of employees, respect for the environment, and sound business ethics practices. Our commitment to sustainable business practices is further demonstrated through our product development and portfolio that is focused on a global, sustainable future.
In October 2021, the Company published our inaugural 2020 Sustainability Report to further communicate our commitment and progress towards our key internal sustainability initiatives. The 2020 Sustainability Report was prepared in accordance with GRI Standards: Core option. We believe that the Company’s use of the GRI Standards is the appropriate framework for understanding the Company’s commitment to and efforts in advancing our sustainability strategy, and we will evaluate additional frameworks for future disclosure.
The initial focus areas in our Sustainability Report include:
• business ethics
• training, education, and career development
• health and safety in the workplace
• economic performance
• innovation
• water and wastewater management
• diversity and equal opportunity
• energy management
• climate change and greenhouse gas emissions
• sustainable supply chain
• community involvement
• waste and hazardous material management
Additional information on how we manage each of these topics and our sustainability program process is available in our 2020 Sustainability Report, located on our website at https://www.littelfuse.com/about-us/sustainability.aspx. The contents of our Sustainability Report and website are not incorporated by reference in this Proxy Statement.
Stock Ownership Policy
The Board maintains a stock ownership policy that requires our executive officers and directors to hold and maintain a minimum number of shares of common stock of the Company. The policy provides for the following:
Each executive officer and non-employee director is required to reach specific stock ownership within five years of his or her election or appointment. The stock ownership requirements are established by the Compensation Committee on a periodic basis and are generally targeted at the following minimum amounts, calculated at the time the requirements are established:
Non-Employee Directors: 5 times annual retainer
Chief Executive Officer: 5 times base salary
Chief Financial Officer and Executive Vice Presidents: 3 times base salary
Senior Vice Presidents: 2 times base salary

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Until such time as the director or executive officer achieves the required stock ownership level, the director or executive officer is required to retain 50% of the net after-tax shares of common stock acquired upon a stock option exercise or vesting of restricted stock units.
Failure of a director or executive officer to satisfy the applicable stock ownership level within the required compliance period may result in their removal of participation in the Company’s annual equity grants, and/or being subject to a 100% retention requirement.
All of our directors are in compliance with the guidelines and requirements set forth in our stock ownership policy. The named executive officers’ compliance with the stock ownership policy is discussed further in the Compensation Discussion and Analysis Section on page 25.
Anti-Pledging and Anti-Hedging
Under our Insider Trading Policy, our directors, officers and employees are prohibited from holding our common stock in a margin account or otherwise pledging our common stock as collateral for a loan. Our Insider Trading Policy also prohibits directors, officers and employees from entering into hedging transactions, such as swaps, collars, forward sale contracts, exchange funds, and similar arrangements or instruments designed to hedge or offset decreases in the market value of Littelfuse securities, except in the case of exceptional circumstances approved in advance by the Board of Directors.
Corporate Governance Guidelines; Code of Conduct
The Board has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and the corporate governance policies and standards applicable to the Board. In addition, the Board has adopted a Code of Conduct that applies to all our directors, principal executive officer, principal financial officer, principal accounting officer and controller, and all employees. The full text of our Corporate Governance Guidelines and our Code of Conduct is available on our website at: https://investor.littelfuse.com/corporate-governance/governance-overview. We will also disclose on this page of our website any amendments to, or waivers from, the Code of Conduct.
Related Person Transactions Policy
The Board maintains a written Related Person Transactions Policy that governs the review, approval and ratification of transactions involving the Company and related persons where the amount involved exceeds $120,000. The Nominating and Governance Committee reviews and approves all proposed Related Person Transactions (as defined below).
Related persons include:
any person who is, or at any time since the beginning of our last fiscal year was, a director, executive officer, or a nominee to become a director of Littelfuse;
any person who is known to be the beneficial owner of more than 5% of any class of our voting securities;
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee, or more than 5% beneficial owner;
any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee, or more than 5% beneficial owner;
any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest; and
any charitable or non-profit organization in which any of the foregoing persons is actively involved in fundraising or otherwise serves as a director, trustee or in a similar capacity.
The policy defines a Related Person Transaction as a transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which the Company (including any of our subsidiaries) was, is or will be a participant, the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest.

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Our Executive Vice President, Mergers & Acquisitions, Chief Legal Officer and Corporate Secretary (“CLO”) determines for purposes of the policy whether a proposed transaction is a Related Person Transaction that must be approved by the Nominating and Governance Committee.
The Nominating and Governance Committee will consider all of the relevant facts and circumstances available to the Nominating and Governance Committee, including (if applicable) but not limited to:
the benefits to the Company;
the impact on a director’s independence in the event the Related Person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer;
the availability of other sources for comparable products or services;
the terms of the transaction; and
the terms available to unrelated third parties or to employees generally.
The Nominating and Governance Committee will approve only those Related Person Transactions that are in, or are not inconsistent with, our best interests and the best interests of our stockholders, as the Nominating and Governance Committee determines in good faith.
Related Party Transactions
During 2021 the Company entered into a related party transaction with Automated Technology (Phil.), Inc., as described below. This transaction was reviewed by our Nominating and Governance Committee, and it was determined that it is not inconsistent with the best interests of the Company and its stockholders.
Automated Technology (Phil.), Inc.
The Company owns approximately 24% of the outstanding common shares of Automated Technology (Phil.), Inc. (“ATEC”), a supplier located in the Philippines that provides assembly and test services. For the year ended January 1, 2022, ATEC rendered assembly and test services to the Company totaling approximately $12.6 million. As of January 1, 2022, the Company’s accounts payable balance to ATEC was $1.8 million. In addition, our director Dr. Zommer currently serves as a director of ATEC.
Compensation Committee Interlocks and Insider Participation
Tzau-Jin Chung, Cary T. Fu, William P. Noglows, and Kristina A. Cerniglia served on the Compensation Committee during the 2021 fiscal year, and none of them is now or ever was an employee of the Company. None of our executive officers served as a member of the compensation committee, or on a board of directors performing equivalent functions, of any entity that had one or more of its executive officers serving as a director or member of our Compensation Committee.
Board Communication
Stockholders wishing to communicate directly with the Board or individual directors should communicate in writing at the following address:
Littelfuse, Inc.
8755 West Higgins Road, Suite 500
Chicago, Illinois 60631
Attention: Corporate Secretary
All written communications are received and processed by the Corporate Secretary prior to being forwarded to the Chairman of the Board or other appropriate members of the Board. Directors generally will not be forwarded communications that are primarily commercial in nature, relate to improper or irrelevant topics, or request general information about the Company.
In addition to internal reporting procedures, the Audit Committee has established communication procedures through an independent Ethics Helpline that can be accessed globally. The Ethics Helpline provides for communication, either anonymously or identified, from employees, vendors, and other interested parties to communicate concerns, including concerns with respect to our accounting, internal controls or financial reporting, to the Audit Committee and CLO. Concerns may be reported via telephone in the U.S. at 1-800-803-4135 or online at littelfuse.ethicspoint.com.

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Stockholder Engagement
We believe that effective corporate governance should include regular engagement with our stockholders. Regular engagement forums include investor conferences, non-deal roadshows, meetings, and phone calls. With the ongoing COVID-19 pandemic in 2021, we continued our stockholder engagement efforts primarily through virtual forums and effectively executed our planned outreach events. Also, in February 2021, we hosted a virtual investor and analyst event to provide an update on the Company’s long-term strategy, and in October 2021, we published our inaugural 2020 Sustainability Report, then solicited feedback from our investor community. We request feedback in these engagements and share the responses with our Executive Leadership Team and Board.
We believe that regular engagement with our stockholders helps to strengthen our relationships with stockholders and helps us to better understand stockholder views on our business strategy and performance, and corporate environmental, social, and governance practices.

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OWNERSHIP OF LITTELFUSE, INC. COMMON STOCK
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 1, 2022, by (1) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, (2) each director, (3) each NEO, and (4) all of our directors and executive officers as a group. Information concerning persons known to us to be beneficial owners of more than 5% of our common stock is based upon our review of Schedules 13D, 13F and 13G, and amendments thereto, as filed with the SEC. Of the shares reported, none are subject to pledge or lien in a margin account or pursuant to a loan agreement.
Beneficial Ownership Table
 
Shares of Common
Stock Beneficially
Owned (1)
Percentage of
Common
Stock (2)
5% Principal Stockholders
The Vanguard Group (3)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
2,465,359
10.0%
BlackRock, Inc. (4)
55 East 52nd Street
New York, New York 10055
2,003,373
8.1%
T. Rowe Price Associates, Inc. (5)
100 E. Pratt Street
Baltimore, Maryland 21202
1,894,707
7.7%
Directors
Kristina A. Cerniglia (6)
3,264
*
Tzau-Jin Chung (7)
19,217
*
Cary T. Fu (8)
6,056
*
Maria C. Green (9)
1,548
*
Anthony Grillo (10)
53,898
*
David W. Heinzmann (11)
141,127
*
Gordon Hunter (12)
32,018
*
William P. Noglows (13)
25,192
*
Nathan Zommer (14)
188,498
*
Named Executive Officers
Meenal A. Sethna (15)
52,617
*
Ryan K. Stafford (16)
44,035
*
Maggie Chu (17)
0
*
Deepak Nayar (18)
9,069
*
All current directors and executive officers as a group (15 persons) (19)
601,378
2.4%
*
Indicates ownership of less than 1% of common stock.
(1)
Shares beneficially owned includes all outstanding stock options, restricted stock units, and deferred restricted stock units exercisable for or convertible into our common stock either currently or within 60 days after March 1, 2022. Except as otherwise noted, the beneficial owners have sole voting and sole dispositive power with respect to such shares.
(2)
Applicable ownership percentage is based upon 24,689,730 shares of common stock outstanding as of March 1, 2022.
(3)
The information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2022 reporting beneficial ownership as of December 31, 2021. The Vanguard Group reported that they have sole

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voting power with respect to no shares, shared voting power with respect to 11,393 shares, shared dispositive power with respect to 33,031 shares, and sole dispositive power with respect to 2,432,328 shares.
(4)
The information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 1, 2022 reporting beneficial ownership as of December 31, 2021. BlackRock, Inc. reported that they have sole voting power with respect to 1,933,429 shares, and sole dispositive power with respect to all of the shares reported.
(5)
The information is based on a Schedule 13G filed by T. Rowe Price Associates, Inc. with the SEC on February 14, 2022 reporting beneficial ownership as of December 31, 2021. T. Rowe Price Associates, Inc. reported that they have sole voting power with respect to 641,690 shares, sole dispositive power with respect to 1,894,707 shares and no shared voting or shared dispositive power.
(6)
Includes (i) 2,058 stock options currently exercisable or that become exercisable within 60 days, and (ii) 580 restricted stock units that vest within 60 days.
(7)
Includes (i) 2,058 stock options currently exercisable or that become exercisable within 60 days, (ii) 580 restricted stock units that vest within 60 days, and (iii) 7,308 deferred restricted stock units granted pursuant to the directors deferred compensation plan that are deferred until 10 days after termination of service from the Board, including by resignation or retirement.
(8)
Includes (i) 2,858 stock options currently exercisable or that become exercisable within 60 days, and (ii) 580 restricted stock units that vest within 60 days.
(9)
Includes (i) 1,147 stock options currently exercisable or that become exercisable within 60 days, and (ii) 1,203 deferred restricted stock units granted pursuant to the directors deferred compensation plan that are deferred until 10 days after termination of service from the Board, including by resignation or retirement.
(10)
Includes (i) 5,003 stock options currently exercisable or that become exercisable within 60 days, (ii) 580 restricted stock units that vest within 60 days, and (iii) 774 deferred restricted stock units granted pursuant to the directors deferred compensation plan that are deferred until 10 days after termination of service from the Board, including by resignation or retirement.
(11)
Includes (i) 107,771 stock options currently exercisable or that become exercisable within 60 days, and (ii) 8,712 restricted stock units that vest within 60 days.
(12)
Includes (i) 8,932 stock options currently exercisable or that become exercisable within 60 days, and (ii) 580 restricted stock units that vest within 60 days.
(13)
Includes (i) 5,003 stock options currently exercisable or that become exercisable within 60 days, (ii) 580 restricted stock units that vest within 60 days, (iii) 5,000 shares held indirectly by trust, and (iv) 1,784 deferred restricted stock units granted pursuant to the directors deferred compensation plan that are deferred until 10 days after termination of service from the Board, including by resignation or retirement.
(14)
Includes (i) 2,058 stock options currently exercisable or that become exercisable within 60 days, and (ii) 580 restricted stock units that vest within 60 days. Excludes 16,727 shares held in a trust account pursuant to which he has no voting or dispositive power.
(15)
Includes (i) 39,846 stock options currently exercisable or that become exercisable within 60 days, and (ii) 3,377 restricted stock units that vest within 60 days.
(16)
Includes (i) 24,773 stock options currently exercisable or that become exercisable within 60 days, and (ii) 3,733 restricted stock units that vest within 60 days.
(17)
Ms. Chu was hired as Senior Vice President and Chief Human Resources Officer in June 2021.
(18)
Includes (i) 6,985 stock options currently exercisable or that become exercisable within 60 days, and (ii) 2,082 restricted stock units that vest within 60 days.
(19)
Our executive officers as of March 1, 2022 consisted of our named executive officers, Mr. Alexander Conrad, and Mr. Matthew J. Cole. The number of shares of common stock beneficially owned by our current directors and executive officers as a group includes (i) 19,398 stock options currently exercisable or that become exercisable within 60 days, and (ii) 2,004 restricted stock units that vest within 60 days, held by Messrs. Cole and Conrad.

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Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers, directors and holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely on our review of the copies of these reports and on information provided by our executive officers and directors, we believe that during the fiscal year ended January 1, 2022 our directors and executive officers complied with all Section 16(a) filing requirements.

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PROPOSAL NO. 2 - ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
Under the Dodd-Frank Act and the related rules promulgated by the SEC, we are requesting your advisory, non-binding approval of the compensation of our NEOs as disclosed in the following Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative as presented in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives stockholders the opportunity to provide their input on our executive pay program and policies. We currently elect to provide our stockholders the opportunity to provide an advisory, non-binding vote on the compensation of our NEOs on an annual basis. Accordingly, it is expected that the next say-on-pay vote will occur at the 2023 annual meeting of stockholders.
As an advisory vote, this proposal is not binding on Littelfuse, the Board, or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding named executive officers.
Executive Compensation Vote
We believe that our executive compensation program effectively aligns the interests of stockholders and executives, incentivizes the accomplishment of company goals, and attracts and retains talented executives. The key components of our compensation program are as follows:
Alignment of executive and stockholder interests through short and long-term incentives linked to operating performance;
Short-term cash compensation based upon individual contribution and performance;
Compensation structured to attract and retain the most talented industry leaders; and
Compensation program based, in part, on the practices of peers in our industry and other comparable companies.
At our 2021 annual meeting of stockholders, approximately 90% of the shares voted were cast in support of our executive compensation program. The Board and Compensation Committee value the opinions of our stockholders and took this high level of approval into account when developing the compensation for our NEOs. There were no significant changes to our executive compensation program for 2021 in light of the results of the say-on-pay votes at the 2021 annual meeting of stockholders.
This vote is not intended to address any specific item of compensation; rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Our Board urges you to approve the compensation of our NEOs by voting in favor of the following resolution:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of our NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative as presented in this Proxy Statement.”
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
THE APPROVAL OF THE COMPENSATION OF OUR NEOS

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COMPENSATION DISCUSSION AND ANALYSIS
The following Compensation Discussion and Analysis, or CD&A, describes our 2021 executive compensation programs. This CD&A is intended to be read in conjunction with the tables beginning on page 37, which provide detailed historical compensation information for our following NEOs.
Name
Title
Notes
David W. Heinzmann
President and Chief Executive Officer
Appointed to current role in January 2017.
Meenal A. Sethna
Executive Vice President, Chief Financial Officer
Appointed to current role in March 2016.
Ryan K. Stafford
Executive Vice President, Mergers & Acquisitions, Chief Legal Officer and Corporate Secretary
Appointed to current role in June 2021. Previously also served as CHRO.
Maggie Chu
Senior Vice President and Chief Human Resources Officer
Joined the Company in June 2021, and was appointed an Executive Officer in July 2021.
Deepak Nayar
Senior Vice President and General Manager, Electronics Business
Appointed to current role in May 2020.
Executive Summary
As described below, our executive compensation programs are designed to pay for performance and align the interests of our executives with those of our stockholders. In fiscal year 2021, our annual incentive awards for our NEOs were based on the Company’s achievement of financial objectives related to its base business operations including sales growth, earnings per share growth and cash generation, and the NEOs’ individual performances. In addition, a significant portion of our executive compensation program consists of long-term compensation subject to long-term vesting requirements.
The Compensation Committee continually reviews the compensation programs for our NEOs to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. We believe that our compensation programs align the compensation of our executives with the interests of our stockholders while managing compensation risk, including through stock ownership guidelines, an independent Compensation Committee and the use of an independent compensation consultant.
The compensation of our NEOs during fiscal year 2021 directly ties to the Company’s overall business performance. During 2021, we grew sales by 44%, diluted earnings per share by 115%, and cash flow from operations by 45%. We achieved these record results while advancing our strategic initiatives. We continued to execute our capital deployment strategy by acquiring both Hartland Controls and Carling Technologies, Inc. We also increased our quarterly cash dividend by 10% in 2021.
Total Rewards Philosophy
The Compensation Committee is responsible for overseeing the formulation and application of the Company’s Total Rewards Philosophy relating to the compensation and benefit programs for executive officers. Pay for performance is an essential element of our Total Rewards Philosophy, which is designed to drive performance in the form of global business growth by financially incentivizing our executive officers to create stockholder value.
The Compensation Committee has worked with our management and the independent compensation consultant to design compensation programs with the following primary objectives:
Attract, retain and motivate highly qualified executives;
Reward executives based upon our financial performance at levels competitive with peer companies; and
Align a significant portion of the executive compensation with driving our performance and stockholder value in the form of performance-based executive incentive awards and long-term awards.

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The guiding principles of our Total Rewards Philosophy are as follows:
Performance. We believe that the best way to accomplish alignment of compensation with the interests of our stockholders is to link a significant portion of total compensation directly to meeting or exceeding Company, business unit and individual performance goals. When performances exceed expectations, total pay levels are expected to be higher. When performances fall below expectations, total pay levels are expected to be lower.
Competitiveness. Our compensation and benefit programs are designed to be competitive with the compensation provided by companies with whom we compete for talent. While we generally target the 50th percentile of the total compensation of competitor companies, in some instances, we provide compensation above or below the 50th percentile to account for other factors such as an executive’s operating responsibilities, management level, tenure and performance in the position. To help us analyze the competitiveness of our compensation programs, we developed, with guidance from our independent compensation consultant, a compensation peer group that was used to set compensation for the 2021 fiscal year, as discussed below.
Cost. Our compensation and benefit programs are designed to be cost effective, which we believe to be in the best interests of our stakeholders.
Best Practices in Compensation Governance
Highlighted below are the key features of our executive compensation program, including the pay practices that we have implemented to drive sustainable results, encourage executive retention and align executive and stockholder interests. We also identify certain pay practices that we have not implemented because we believe they do not serve our risk management goals or stockholders’ long-term interests.

What
We
Do
 Pay for performance and allocate individual awards based on actual results
 Provide an appropriate mix of short-term and long-term compensation
 Require stock ownership and retention of a significant portion of equity-based awards
 Prohibit pledging and speculative trading of company securities
 Engage independent compensation consultant
 Annually assess and mitigate compensation risk
 Limit the annual incentive cash payout amounts and annual equity grants to any individual  executive officer in a given year

What
We
Don’t
Do
 No multi-year guaranteed incentive awards for executive officers
 No excise tax gross ups upon change in control payments and benefits
 No discounts, reloading or re-pricing stock options
 No incentives that encourage excessively risky behavior
 No dividend equivalents are paid on unearned restricted stock units
 No excessive perquisites
Allocation between Short-Term and Long-Term Compensation
The allocation between short-term and long-term compensation is based primarily on competitive market practices relative to base salaries, annual incentive awards and long-term incentive values, as opposed to a targeted allocation between short-term and long-term pay. We also consider certain internal factors that may cause us to target a particular element of a NEO’s compensation differently. These internal factors may include the NEO’s operating responsibilities, management level and tenure and performance in the position. We consider the total compensation to be delivered to individual NEOs, and as such, exercise discretion in determining the portion allocated to annual and long-term incentive opportunity. We believe that this “total compensation” approach provides the ability to align pay decisions with the short-term and long-term needs of the business and the interests of our stockholders. It also allows for the flexibility needed to recognize differences in performance of each NEO by providing differentiated pay.
Benchmarking
Competitive compensation levels for our executive officers are in part established through the review of competitive market compensation data provided by the Compensation Committee’s independent compensation consultant. This review includes base salary, annual incentive opportunities and long-term incentive opportunities for

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comparable companies. In 2019, we selected an industry compensation peer group as a source to evaluate compensation levels for the 2020 and 2021 fiscal years. The compensation peer group originally consisted of 21 publicly-traded companies of reasonably similar size to us in the electronic equipment, the electronic components and equipment industry and the semiconductor/semiconductor equipment and manufacturing industry, representing different segments of our business. The current compensation peer group is set forth below:
Ametek, Inc. (AME)
Hubbell Incorporated (HUBA, HUBB)
AVX Corporation (AVX) *
KEMET Corporation (KEM) *
Belden, Inc. (BDC)
Keysight Technologies, Inc. (KEYS)
Cirrus Logic, Inc. (CRUS)
Methode Electronics, Inc. (MEI)
Wolfspeed, Inc. (WOLF) (f/k/a Cree, Inc.)
ON Semiconductor Corporation (ON)
Coherent, Inc. (COHR)
OSI Systems, Inc. (OSIS)
Cypress Semiconductor Corporation (CY) *
Qorvo, Inc. (QRVO)
Diodes Incorporated (DIOD)
Sensata Technologies Holding PLC (ST)
Finisar Corporation (FNSR) *
Skyworks Solutions, Inc. (SWKS)
Gentex Corporation (GNTX)
TTM Technologies, Inc. (TTMI)
Gentherm, Incorporated (THRM)
 
*
Indicates peer group company has been acquired
For 2021 total compensation, an analysis conducted in 2019 was relied upon to obtain data from each compensation peer group company. That data was then size-adjusted to approximate our revenues for the corresponding fiscal year. The total compensation for our NEOs is generally targeted at the 50th percentile of the competitive market data. In 2021, the Compensation Committee awarded total target compensation to Messrs. Heinzmann, Stafford, and Nayar and Ms. Sethna that was +10%, +21%, +3% and +10%, respectively, in relation to the median of our peer group. In setting the compensation of our NEOs in 2021, the Compensation Committee considered the individual scope of responsibility of each NEO, each NEO’s historical compensation levels, the NEO’s years of experience, the NEO’s past, and expected future contributions to our success, market practice, internal equity considerations and individual performance. Ms. Chu joined the Company in June 2021, and her compensation was determined at that time. Additional information regarding the components of total compensation for our NEOs is discussed below under “Components of Total Compensation.”
As part of its ongoing review of the compensation peer group, in July 2021 the Compensation Committee approved updates to the compensation peer group for the 2022 fiscal year. This new peer group positions Littelfuse around the median of the peer group based on revenue and market capitalization. The following peer group will be used to evaluate 2022 compensation decisions for our NEOs.
II-VI, Inc.(IIVI) *
Methode Electronics, Inc. (MEI)
Ametek, Inc. (AME)
ON Semiconductor Corporation (ON)
Belden, Inc. (BDC)
OSI Systems, Inc. (OSIS)
Cirrus Logic, Inc. (CRUS)
Qorvo, Inc. (QRVO)
CMC Materials Inc (CCMC) *
Rogers Corp (ROG) *
Diodes Incorporated (DIOD)
Sensata Technologies Holding PLC (ST)
Gentex Corporation (GNTX)
Synaptics Inc (SYNA) *
Gentherm, Incorporated (THRM)
TTM Technologies, Inc. (TTMI)
Hubbell Incorporated (HUBA, HUBB)
Visteon (VC) *
Knowles Corp (KN) *
 
*
Indicates a new peer group company for 2022 compensation decisions
Annual Compensation Process
The Compensation Committee reviews industry data and performance results presented by its independent compensation consultant in determining the appropriate aggregate and individual compensation levels for the year. In conducting its review, the Compensation Committee considers quantitative performance results, the overall need of the organization to attract, retain and motivate the executive team, and the total cost of compensation programs.

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The Compensation Committee reviews base salaries annually and changes them when it determines appropriate. The approval of incentive awards for NEOs under the Littelfuse, Inc. Annual Incentive Plan (the “Annual Incentive Plan”) for the preceding year and the terms of the incentive awards for NEOs for the current year are approved by the Compensation Committee at its January or February meeting. Long-term equity compensation is granted by the Compensation Committee and the full Board at the April meeting, held in connection with the annual meeting of stockholders. The Compensation Committee oversees the administration of the Company’s equity-based programs and makes recommendations to the Board for its consideration and approval of equity awards to be made to the CEO and other executive officers. The Compensation Committee has delegated authority to the CEO to grant equity awards to other non-executive officer employees. Ratification of grants for any non-executive officers who are newly-hired or promoted during the course of the year generally occurs at the Compensation Committee meeting immediately following the hiring or promotion, as applicable.
Role of the Board, Compensation Committee, Management and Consultants
The Compensation Committee establishes, reviews and recommends all elements of the executive compensation program to the members of the Board for approval. The Compensation Committee works with an independent compensation consultant, Compensation Strategies, Inc., for advice and perspective regarding market trends that may affect decisions about our executive compensation program and practices. Our independent compensation consultant also advises the Compensation Committee on non-employee director compensation matters. Additional responsibilities of the Board, the Compensation Committee, management and the independent compensation consultant include:
Board of Directors and Compensation Committee
The Compensation Committee reviews and recommends the CEO’s business goals and objectives relevant to executive compensation to the members of the Board, other than the CEO, for approval, evaluates the performance of the CEO in light of those goals and objectives and recommends the CEO’s compensation level to such members of the Board based on this evaluation. The Compensation Committee reviews and recommends the CEO’s annual and long-term incentive target opportunities and payouts for approval by the members of the Board, other than the CEO.
For NEOs other than the CEO, the Compensation Committee reviews and makes recommendations based on a review of compensation survey data and publicly-disclosed compensation information for our peer group, individual performance, internal pay equity and other relevant factors for approval by the full Board for all NEO compensation arrangements including base salary determination and annual and long-term incentive target opportunities and payouts.
Management and Consultants
Compensation program design: Management makes recommendations in consultation with the independent compensation consultant on compensation program design and pay levels and implements the compensation programs approved by the Board.
Develop performance measures: Management identifies appropriate performance measures, recommends performance targets that are used to determine annual awards, and develops individual performance objectives for each NEO.
Compile competitive market data: Management works with the independent compensation consultant in compiling compensation information and preparing the data for presentation to the Compensation Committee.
Develop compensation recommendations: Based on the compensation survey data and publicly-disclosed compensation information, our CEO and our Chief Human Resources Officer (“CHRO”) prepare recommendations for the NEOs (other than for the CEO) and present these recommendations to the Compensation Committee. The Compensation Committee reviews these recommendations along with the competitive market data and other information and advice of the independent compensation consultant, and makes a recommendation to the full Board for approval. Our CEO also assists the Compensation Committee by providing input with regards to the fulfillment of the individual performance objectives of the other NEOs. Compensation recommendations for the CEO are made by the Compensation Committee

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based on the compensation survey data and are presented for approval to the directors other than the CEO. Our Executive Vice President and Chief Financial Officer also assists in the preparation of performance targets and objectives based on our short-term and long-term growth plans and provides financial information used by the Compensation Committee to make decisions with respect to incentive goals based on achievement of financial targets and related payouts.
Compensation Risk
At the direction of the Compensation Committee, management conducts a comprehensive risk assessment of our compensation policies and practices and presents its findings to the Compensation Committee. The assessment includes a review of the risk areas within the Company’s compensation programs to ensure that there are no design flaws which motivate inappropriate or excessive risk taking. Management conducted this assessment of all compensation policies and practices for all employees, including the NEOs, and determined that the compensation programs are not reasonably likely to have a material adverse effect on the Company.
During the review, several risk mitigating factors in our programs were noted, including:
Our annual incentive program awards are capped to limit compensation in any given year;
Our equity incentive awards vest over several years, so while the potential compensation payable for equity incentive awards is tied directly to appreciation of our stock price, taking excessive risk for a short-term gain is discouraged because it would not maximize the value of equity incentive awards over the long-term; and
Our executive officers and directors are subject to a stock ownership policy with minimum stock holding requirements that aligns their interests with the interests of our stockholders.
Impact of Accounting and Tax Issues on Executive Compensation
In general, Section 162(m) of the Internal Revenue Code (“162(m)”) limits to $1 million the amount of annual compensation that we can deduct for federal income tax purposes with respect to each of our covered executive officers, as defined (including but not limited to our CEO, our CFO and our three other most highly compensated officers). While the Committee considers the tax consequences of compensation programs, including the 162(m) limitations, it will weigh those considerations against others in order to structure compensation in a manner that is in the best interest of the Company and its stockholders and to attract and retain senior talent.
The Committee also considers the accounting implications of significant compensation decisions, including decisions that relate to our equity incentive plans. If accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.
Components of Total Compensation
Our executive compensation program combines both fixed and variable elements of compensation focusing on both annual and long-term incentives. The following charts show target total compensation for fiscal year 2021.


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The compensation of our NEOs consists of five components, each designed to help achieve our compensation objectives and to contribute to a total compensation arrangement that is competitive, appropriately performance-based and valued by our NEOs. The purpose of each component of our NEOs’ compensation, along with the pay mix methodology used to determine target total compensation illustrated in the above charts, are described in the following table.
Compensation Component
Purpose
Pay Mix Methodology
Base Salary
Designed to attract, retain and motivate highly-qualified executives by paying a competitive salary.
Annualized base salary as of 12/31/2021.
Short-Term Incentive – Annual Incentive Plan (cash awards)
Designed to provide a performance-based cash reward to executives and key employees of the Company for contributing to the achievement of our short-term company goals.
Based on an annualized target amount as a percentage of base pay.
• Incentives, if earned, are typically paid in Q1 following the performance year.
Long-Term Incentive Plan (stock option and RSU awards)
Designed to emphasize the goals of our equity compensation: (1) align each NEO’s financial interests with driving stockholder value; (2) focus the NEOs’ efforts on long-term financial performance of the Company; and (3) assist in the retention of our NEOs.
Based on 2021 annual grant value of long-term incentives.
• Grants awarded are comprised of 50% stock options and 50% RSUs.
Health and Welfare Programs and Perquisites
Designed to provide competitive levels of health and welfare protection and retirement and savings programs.
Retirement and Post-Employment Arrangements
Information regarding the administration and the determination of amounts of each component is below.
A.
Base Salary
Administration: Our CEO and our CHRO recommend NEO salary levels (other than for the CEO) to the Compensation Committee for approval. The Compensation Committee reviews the NEO salary recommendations and makes its recommendations to the full Board for approval. The Compensation Committee determines and makes CEO salary recommendations to the Board, other than the CEO, for approval.
Determination of amounts: Base salary is generally targeted at the 50th percentile of the compensation peer group, although we also take into account factors such as individual scope of responsibility, years of experience, past and future contributions to our success and possible differences in compensation standards in our industry. We strive to be market competitive in an effort to attract, retain and motivate highly-talented executive officers.
Each year the Compensation Committee may recommend to the Board and the Board may approve increases in base salary for NEOs. Annual salary increases are generally effective as of April 1 each year. The base salary amounts for the NEOs, effective as of April 1, 2021 and approved to become effective on April 1, 2022, are as follows:
Name
2021
Annualized Base Salary
2022
Annualized Base Salary
David W. Heinzmann
$928,648
$961,151
Meenal A. Sethna
$481,484
$529,632
Ryan K. Stafford
$531,256
$549,850
Maggie Chu (1)
$325,000
$351,000
Deepak Nayar
$437,750
$481,525
(1)
Ms. Chu’s 2021 base salary was effective June 1, 2021.

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B.
Annual Incentive Plan
In January 2014, our Compensation Committee and our Board approved the Annual Incentive Plan and on April 25, 2014 our stockholders approved the Annual Incentive Plan (“AIP”).
Administration: The Compensation Committee establishes, after (1) consulting with our CEO and CHRO, (2) reviewing the compensation peer group information and other information and advice of the independent compensation consultant and (3) discussing the financial goals and targets of the Company for the next fiscal year with our CEO and our CFO, the threshold, target and maximum amounts that may be awarded under the AIP to each NEO for the fiscal year. The annual target amounts are set as percentages of each NEO’s base salary and the maximum amounts for 2021 were set at the percentages set forth below.
Determination of eligible AIP amounts: Our AIP is intended to compensate NEOs for their short-term contributions to the Company’s performance. Annual incentive awards to NEOs are granted based on the NEOs’ and the Company’s performances and are approved by the Compensation Committee and recommended to the full Board for approval. While one factor the Compensation Committee considers regarding the compensation of our NEOs is where that compensation falls in relation to the 50th percentile of the total compensation of our compensation peer group, it does not necessarily match our annual incentive awards against a certain percentile of the compensation peer group and it considers other factors, such as internal equity considerations, executive experience and the years of service of the NEO, in setting the targets as a percent of base salary. It sets the threshold, target and maximum amounts for the AIP so that, if earned, we pay sufficient total annual compensation to remain competitive. The maximum incentive amount that may be paid to an employee for a performance period has been limited under the AIP to $2,500,000.
The following table summarizes the AIP opportunity percentages for the NEOs for 2021:
 
2021 AIP Target Opportunity
(as a % of 2021 Base Salary)
Name
Threshold
Target
Maximum (1)
David W. Heinzmann
57.5%
115%
253%
Meenal A. Sethna
40%
80%
176%
Ryan K. Stafford
40%
80%
176%
Maggie Chu (2)
30%
60%
132%
Deepak Nayar
35%
70%
154%
(1)
The performance goals related to business operations have a payout range from 0% - 200% of target. The payout range for the individual performance goal, weighted at 20% for each NEO, was 0% - 300%.
(2)
The actual payout was pro-rated based on date of hire per Ms. Chu’s employment offer letter. Giving effect to such pro-rations, the 2021 AIP Threshold, Target, and Maximum were 17.6%, 35.2%, and 77.4%, respectively. See page 35 for information on her employment offer letter.
Under the 2021 AIP, the Compensation Committee established performance goals each with a maximum annual award percentage that could be paid to each NEO. For 2021, the NEOs were eligible to receive up to a maximum of 200% of their target annual incentive opportunities for each of the performance goals other than for the individual performance goal, which was increased to a 300% maximum payout.
The Compensation Committee considered the performance of the Company’s base business operations when selecting the below financial performance metrics and relevant weighting. The Compensation Committee believes that these metrics reflect the performance of the Company’s ongoing operations with respect to its existing business.
Name
AIP
Corporate
Sales
AIP
Earnings
per Share
AIP Cash
Flow from
Operations
Applicable
Business
Unit Metrics
Individual
Performance
David W. Heinzmann
30%
25%
25%
0%
20%
Meenal A. Sethna
10%
40%
30%
0%
20%
Ryan K. Stafford
10%
40%
30%
0%
20%
Maggie Chu
10%
40%
30%
0%
20%
Deepak Nayar
0%
10%
10%
60%
20%

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In January 2022, the Compensation Committee evaluated the Company’s performance against the AIP performance metrics and determined the following achievement results:
Base Business Operations
Performance Metric (1)
Threshold
Performance
(50%)
Target
Performance
(100%)
Maximum
Performance
(200%)
Actual
Performance
Percentage
Achievement
AIP Corporate Sales ($M)
$1,588
$1,672
$1,839
$2,065
200%
AIP Earnings per Share (“AIP EPS”)
$6.86
$7.22
$8.00
$12.88
200%
AIP Cash flow from Operations ($M)
$258
$270
$300
$373
200%
Applicable Business Unit Metrics
(2)
(2)
(2)
(2)
(3)
(1)
The performance metrics were determined as follows:
AIP Corporate Sales – represents our 2021 net sales as reported in our audited financial statements adjusted for the Carling acquisition.
AIP EPS – represents our 2021 AIP net income, as described below, divided by our diluted weighted-average shares and equivalent shares outstanding. “AIP net income” is calculated as our GAAP net income, as reported in our audited financial statements, excluding the after-tax impact of the following items: acquisition and integration costs; restructuring, impairment and other charges; non-operating foreign exchange gains and losses; and certain other significant and unusual items.
AIP Cash flow from Operations – represents our 2021 cash flow from operations, as reported in our audited financial statements.
(2)
The business unit target goals for Mr. Nayar were set to be attainable with good performance.
(3)
Based on the actual performance of his business unit, Mr. Nayar’s percentage achievement for both the electronics sales metric and the electronics operating income metric was 200%.
The Compensation Committee also reviews the individual performance of each NEO. These reviews are qualitative in nature and require subjective determinations by the Compensation Committee. The Compensation Committee receives input from the CEO and CHRO with respect to each NEO’s performance and considers factors generally related to (i) overall Company business performance, (ii) development of managerial leaders and talent within the Company, (iii) legal compliance and corporate governance best practices, (iv) integration of newly acquired companies, and (v) other matters specific to each NEO’s scope of responsibility including diversity, inclusion and belonging efforts. Our 2021 NEO evaluation result reflects recognition of short-term actions taken to align the Company’s operations with the macroeconomic environment and the advancement of several long-term strategic initiatives. The Compensation Committee determined the achievement of the individual performance goals for each of the NEOs as follows: Mr. Heinzmann - 163%, Ms. Sethna - 175%, Mr. Stafford - 160%, Ms. Chu - 160%, and Mr. Nayar - 200%.
The Compensation Committee also received recommendations from Mr. Heinzmann related to the 2021 AIP award amounts for the other NEOs. It received input from its independent compensation consultant with respect to the appropriate 2021 AIP award amount for Mr. Heinzmann. After consideration of the performance metrics described above and the recommendations from Mr. Heinzmann and input from the independent compensation consultant, the Compensation Committee approved and recommended to the Board, and the Board approved, the following 2021 AIP awards to the NEOs:
 
AIP Target
AIP Maximum
2021 AIP Payout
(Paid in March 2022)
Name
% of Base
Salary (1)
Amount
($)
Amount
($)
% of AIP
Target
Amount of AIP Payout
($)
David W. Heinzmann
115%
$1,067,945
$2,349,479
193%
$2,056,862
Meenal A. Sethna
80%
$385,187
$847,411
195%
$751,115
Ryan K. Stafford
80%
$425,005
$935,011
192%
$816,010
Maggie Chu (2)
60%
$114,329
$251,523
192%
$219,511
Deepak Nayar
70%
$306,425
$674,135
200%
$612,850
(1)
For AIP purposes, incentive opportunities are based on our NEO’s 2021 annualized base salary.

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(2)
The annual target opportunity was pro-rated based on date of hire per Ms. Chu’s employment offer letter. Giving effect to such pro-ration, the annual target opportunity was 35.2% of Ms. Chu’s base salary.
2022 Annual Incentive Plan: At its January 2022 meeting, the Compensation Committee approved the annual incentive plan structure along with performance goal weights and established the NEOs’ target annual incentive plan opportunity percentages for the 2022 AIP. The financial performance goals under the 2022 AIP will be established at a later date. The following table summarizes each NEO’s AIP target opportunity, as a percentage of base salary for the NEOs:
 
2022 AIP Opportunity
(as a % of 2022 Base Salary)
Name
Threshold
Target
Maximum
David W. Heinzmann
57.5%
115%
253%
Meenal A. Sethna
40%
80%
176%
Ryan K. Stafford
40%
80%
176%
Maggie Chu
30%
60%
132%
Deepak Nayar
40%
80%
176%
C.
Long-Term Incentive Compensation
Consistent with prior years’ practice, in 2021 the Compensation Committee awarded a combination of two types of equity awards under the Long-Term Incentive Plan to our NEOs: stock option awards and RSUs. The stock options vest one-third annually over a three-year vesting period and have an exercise price equal to the fair market value of our common stock on the date of grant. The RSUs also vest one-third annually over a three-year vesting period.
Administration: The Compensation Committee reviews the compensation peer group information, the advice of the independent compensation consultant and, for NEOs other than the CEO, the recommendation of our CEO and our CHRO with respect to the NEOs’ long-term incentive grants of stock options and RSUs. The Compensation Committee makes recommendations to the Board, other than the CEO, for the grant of stock options and RSUs to the NEOs.
Determination of amounts: We target total equity compensation awards at the 50th percentile of our compensation peer group, although we also take into account other factors, such as years of experience and internal pay equity considerations, when determining total equity compensation. In 2021, based on a valuation performed by the independent compensation consultant, the Compensation Committee determined that 50% of the value of the equity awards would be made in stock options and 50% would be made in RSUs.
As part of the annual grant of long-term compensation in April, the restricted stock unit awards and stock options granted in 2021 to each NEO are set forth below.
Name
RSU
Award
RSU Vesting
Schedule (1)
Stock Option
Award
Option Vesting
Schedule (1)
Option
Grant Price
David W. Heinzmann
6,499
3-year vest
18,844
3-year vest
$267.84
Meenal A. Sethna
2,343
3-year vest
6,793
3-year vest
$267.84
Ryan K. Stafford
3,457
3-year vest
10,023
3-year vest
$267.84
Maggie Chu (2)
2,611
3-year vest
2,061
3-year vest
$262.75
Deepak Nayar
1,483
3-year vest
4,300
3-year vest
$267.84
(1)
2021 grant of RSUs and Options vest in annual installments of 33% on each of the first three anniversaries of the grant date.
(2)
On June 1, 2021, the Company hired Ms. Chu as Senior Vice President and Chief Human Resources Officer and granted her (i) the 2021 annual grant of 709 RSUs awarded under the Long-Term Plan, (ii) a special one-time sign-on award of 1,902 RSUs awarded under the Long-Term Plan, and (iii) the 2021 award of 2,061 stock options under the Long Term Incentive Plan, each of which vest in annual installments of 33% on each of the first three anniversaries of the grant date.

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Stock Ownership Policy
As discussed on page 17, the Company maintains a stock ownership policy applicable to all executive officers and directors that is reviewed annually by the Compensation Committee. The table below describes the ownership requirements for each NEO, and their progress towards the ownership requirements, as of March 1, 2022.
Name
Number of Shares
Required (1)
Number of Shares
Owned (2)
David W. Heinzmann
15,900
41,697
Meenal A. Sethna
5,300
15,923
Ryan K. Stafford
5,500
23,147
Maggie Chu
2,300
2,611
Deepak Nayar
3,200
7,863
(1)
Pursuant to the stock ownership policy, the Compensation Committee may adjust the share ownership requirements in the event of a significant increase in the price of the Company’s common stock. The current share ownership requirements are based on the 30-business-day average stock price for the period of December 13, 2021 through January 25, 2022, of $301.35 per share and the NEO’s annualized base salaries for 2022. At the time the share ownership requirements are established, the Compensation Committee uses a multiple of the NEO’s base salary to calculate the minimum share requirement, as described on page 17.
(2)
Includes direct and indirect ownership of beneficially owned shares and unvested restricted stock/units.
D.
Health and Welfare Programs and Perquisites
Health and Welfare Programs
Our NEOs participate in the same health and welfare programs designed for all of our full-time U.S. employees. The program includes partial reimbursement of gym membership dues, wellness bonus, group health, dental, disability, business travel accident, life and accidental death and dismemberment (AD&D) coverage. Our NEOs are also provided with an increased amount of life and AD&D insurance in order to provide a targeted level of coverage equal to the lesser of three times annual base salary or $1,000,000. These programs are important components of our total compensation program, and we provide them to remain competitive.
Perquisites
Our NEOs are provided with the opportunity to receive executive physicals and financial planning services on an annual basis. The executive physical program provides approximately $5,000 in services per NEO annually. The financial planning program provides up to $12,000 per year of financial planning services per NEO annually. The Company also pays for limited expenses related to spouse travel on certain business trips. We provide these benefits to help our NEOs efficiently manage their time and financial affairs and to allow them to stay focused on business issues. Amounts and types of perquisites are included in the 2021 All Other Compensation Table on page 38.
E.
Retirement and Post-Employment Arrangements
Retirement Plans
We provide retirement benefits to our U.S. employees and NEOs through the following plans that are intended to be a component of a competitive compensation package.
Littelfuse, Inc. 401(k) Retirement and Savings Plan
NEOs may elect to participate in the Littelfuse, Inc. 401(k) Retirement and Savings Plan (“401(k) Plan”) on the same basis as all other U.S. employees. The 401(k) Plan provides employees the opportunity to save for retirement on a tax-favored basis. The Company amended and restated the 401(k) Plan, effective as of January 1, 2021. The Company provides discretionary Company contributions equal to 2% of a participant’s annual eligible pay. This is in addition to the existing Company matching contributions, which provide a dollar-for-dollar match on participant salary deferrals up to 4% of a participant’s annual eligible pay (subject to IRS compensation limits).
Littelfuse, Inc. Supplemental Retirement and Savings Plan
The Littelfuse, Inc. Supplemental Retirement and Savings Plan (the “Supplemental Plan”) is a non-qualified retirement plan that is intended to provide supplemental retirement income benefits to employees whose benefits

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under our tax-qualified 401(k) plan are limited by the application of Internal Revenue Code Section 415, which includes our NEOs. Participants can defer a portion of their annual compensation to the Supplemental Plan. The Company provides a matching contribution designed to ensure that participants receive a combined match under the Supplemental Plan and the Company’s 401(k) Plan on the first 4% of their annual compensation.
Post-Employment Arrangements
Change in Control Agreements
Each of the NEOs has entered into a change of control agreement with the Company that provides certain payments and benefits on termination of employment in connection with a change of control of the Company. Additional information including the terms of our NEO’s change of control agreements is included on page 44.
Employment Contracts
We have not entered into an employment agreement with any NEO, other than (i) a Letter Agreement with Mr. Heinzmann, effective January 1, 2017 in connection with his assumption of the President and Chief Executive Officer role, and (ii) an Employment Offer Letter to Ms. Chu, dated April 27, 2021, as accepted by Ms. Chu on April 28, 2021, in connection with the Company’s employment of Ms. Chu as Senior Vice President and Chief Human Resources Officer.
Pursuant to Mr. Heinzmann’s Letter Agreement, Mr. Heinzmann’s base salary was $700,000 for 2017 and his target bonus was set at 90% of base salary. In addition, the Letter Agreement provided for the grant of restricted stock units having a grant date value of $1,050,000, that vest entirely on the third anniversary of the grant. The Company also entered into a new change of control agreement with Mr. Heinzmann, consistent with the terms described on page 44.
Pursuant to the Employment Offer Letter with Ms. Chu, her annualized base salary was set at $325,000 for 2021 and her target bonus was set at 60% of base salary. In addition, the Employment Offer Letter provided for (i) the grant of restricted stock units having an approximate equivalent value of $662,500 based on the closing price of Littelfuse common stock on the date of Ms. Chu’s hire, and (ii) the grant of options having an approximate equivalent value of $162,500, each of which vest in three annual installments beginning one year from the grant date. The Company also entered into a new change of control agreement with Ms. Chu, consistent with the terms described on page 44.

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COMPENSATION COMMITTEE REPORT
To the Board of Directors of Littelfuse, Inc.:
We have reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement.
Based on the review and discussion referred to above, we recommend to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this Proxy Statement and in our Annual Report on Form 10-K for the year ended January 1, 2022.
 
Compensation Committee:
 
 
 
Tzau-Jin Chung (Chairman)
 
Kristina A. Cerniglia
 
Cary T. Fu
 
William P. Noglows
The foregoing report is not deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to the Securities and Exchange Commission’s proxy rules or the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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COMPENSATION TABLES
The following table sets forth compensation information for our NEOs in fiscal years 2021, 2020, and 2019.
2021 Summary Compensation Table
Name and Principal
Position
Year
Salary
($) (1)
Bonus
($) (2)
Stock
Awards
($) (3)
Option
Awards
($) (4)
Non-Equity
Incentive Plan
Compensation
($) (5)
All Other
Compensation
($) (6)
Total
($)
David W. Heinzmann
President and Chief
Executive Officer
2021
$921,885
$0
$1,715,931
$1,396,152
$2,056,862
$79,301
$6,170,131
2020
$845,250
$259,210
$1,543,674
$1,340,271
$0
$76,656
$4,065,061
2019
$872,200
$0
$1,490,299
$1,233,045
$138,846
$185,754
$3,920,145
Meenal A. Sethna
Executive Vice
President and Chief
Financial Officer
2021
$477,978
$200
$618,622
$503,293
$751,115
$51,783
$2,402,991
2020
$444,087
$93,892
$612,182
$1,075,256
$0
$48,585
$2,274,002
2019
$460,845
$600
$590,910
$488,970
$49,083
$70,414
$1,660,822
Ryan K. Stafford
Executive Vice
President, Mergers &
Acquisitions, Chief
Legal Officer and
Corporate Secretary (7)
2021
$527,388
$0
$912,752
$742,604
$816,010
$55,629
$3,054,383
2020
$489,994
$103,357
$608,588
$528,408
$0
$51,062
$1,781,409
2019
$510,823
$200
$587,580
$486,112
$54,157
$75,982
$1,714,854
Maggie Chu
Senior Vice President
and Chief Human
Resources Officer (8)
2021
$189,583
$110,000
$676,145
$149,649
$219,511
$27,144
$1,372,032
Deepak Nayar
Senior Vice President
and General Manager,
Electronics Business (9)
2021
$434,562
$1,575
$391,556
$318,587
$612,850
$32,126
$1,791,256
2020
$402,926
$75,951
$866,261
$452,083
$0
$29,526
$1,826,747
2019
$374,788
$0
$341,580
$282,589
$52,436
$35,106
$1,086,498
(1)
Base salary includes compensation deferred under the 401(k) Plan and the Supplemental Plan. For fiscal year 2020, the amounts also include a 10% - 25% reduction in base salary from April 1, 2020 through June 30, 2020 in connection with the Company’s cost-cutting measures related to the COVID-19 pandemic.
(2)
For fiscal year 2021, represents discretionary bonus earned in connection with the Company’s wellness initiatives in the amount of $200 for Ms. Sethna. For Ms. Chu, bonus amount earned represents a cash sign-on payment included as part of her employment offer letter. For Mr. Nayar, amount includes discretionary bonus earned in connection with our patent program in the amount of $1,575. For fiscal year 2020, represents discretionary bonus payments made to NEOs. For Mr. Stafford and Ms. Sethna, amounts also include discretionary bonuses earned in connection with the Company’s wellness initiatives, in the amounts of $200 and $400, respectively. For Mr. Nayar, amount includes discretionary bonus earned in connection with our patent program in the amount of $1,575. For fiscal year 2019, represents discretionary bonuses earned in connection with the Company’s wellness initiatives.
(3)
Represents the full grant date fair value of RSUs for fiscal years 2021, 2020, and 2019, in accordance with FASB ASC Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2022.
(4)
Represents the full grant date fair value of stock option awards for fiscal years 2021, 2020, and 2019, in accordance with FASB ASC Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2022.
(5)
Represents payouts for performance under the Annual Incentive Plan. See pages 31- 33 for information on how amounts were determined.
(6)
The amounts shown are detailed in the supplemental “All Other Compensation” table below.

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(7)
Mr. Stafford was appointed as Executive Vice President, Mergers & Acquisitions, Chief Legal Officer and Corporate Secretary in June 2021 and previously served as Executive Vice President, Chief Legal and Human Resources Officer and Corporate Secretary.
(8)
Ms. Chu was hired as Senior Vice President and Chief Human Resources Officer in June 2021.
(9)
Mr. Nayar was appointed as Senior Vice President and General Manager Electronics Business in May 2020 and previously served as Senior Vice President and General Manager, Electronics and Industrial Business Unit.
2021 All Other Compensation Table
The table below provides additional information about the amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above. For additional information regarding perquisites and health and welfare programs, refer to page 34.
Name
401(k) Plan
Company
Matching
Contributions
($)
Supplemental
Plan Company
Matching
Contributions
($)
Miscellaneous
($)
Total All Other
Compensation
($)
David W. Heinzmann
$17,400
$48,281
$13,620 (1)
$79,301
Meenal A. Sethna
$17,400
$15,018
$19,365 (2)
$51,783
Ryan K. Stafford
$17,400
$18,370
$19,859 (3)
$55,629
Maggie Chu
$15,392
$383
$11,369 (4)
$27,144
Deepak Nayar
$17,400
$11,743
$2,983 (5)
$32,126
(1)
The amount reported for Mr. Heinzmann includes the cost of: tax and financial planning ($12,000) and life and AD&D insurance ($1,620).
(2)
The amount reported for Ms. Sethna includes the cost of: partial reimbursement of health club membership dues generally available to U.S. employees ($400); an executive physical ($5,345); life and AD&D insurance ($1,620); and tax and financial planning ($12,000).
(3)
The amount reported for Mr. Stafford includes the cost of: an executive physical ($6,239); life and AD&D insurance ($1,620); and tax and financial planning ($12,000).
(4)
The amount reported for Ms. Chu includes the cost of: an executive physical ($4,382); life and AD&D insurance ($884); and tax and financial planning ($6,103).
(5)
The amount reported for Mr. Nayar includes the cost of: life and AD&D insurance ($1,620); tax and financial planning ($575); and a tax gross-up in connection with the discretionary bonus earned from our patent program ($788).

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Grants of Plan-Based Awards in 2021
The following table sets forth plan-based awards granted to our NEOs in 2021.
Name
Type of Award
Grant
Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/sh)( 1)
Grant
Date
Fair Value
of Stock
and Option
Awards
(2)
Threshold
($)
Target
($)
Maximum
($)
David W. Heinzmann
RSUs
4/22/21
​–
​–
​–
6,499(4)