LITTELFUSE INC (LFUS)
Sector: Information Technology
2026 Annual Meeting Analysis
LITTELFUSE INC · Meeting: April 22, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, attendance above 75%, audit committee financial expertise confirmed, and the TSR trigger does not apply as LFUS outperformed its peer group median over 3 years by +47.3pp, well below the 50pp threshold for a company with strong positive TSR.
Serves on two public company boards (LFUS and Airgain), below the four-board overboarding threshold; attendance above 75%; TSR trigger does not apply given LFUS outperformed peers by +47.3pp over 3 years.
No overboarding, attendance above 75%, strong governance and legal expertise, and TSR trigger does not apply given peer outperformance.
Serves on the board of 22 closed-end funds advised by Franklin Templeton plus LFUS; the 22 closed-end funds are investment company boards which are typically treated as a single family for overboarding purposes and the proxy discloses this as a single affiliation, attendance is above 75%, and TSR trigger does not apply.
Newly appointed CEO in February 2025 and director since May 2023; tenure at LFUS is under 3 years and his role as CEO only began in early 2025, attendance above 75%, and TSR trigger does not apply given peer outperformance; Say on Pay is evaluated separately.
Long-serving Chairman with deep operational experience at Littelfuse; serves on one outside public company board (Veeco), below overboarding threshold; attendance above 75%; TSR trigger does not apply as LFUS outperformed its peer group median by +47.3pp over 3 years.
Serves on LFUS and Aspen Aerogels boards, well below the overboarding threshold; attendance above 75%; relevant CEO and technology industry experience; TSR trigger does not apply given peer outperformance.
Appointed in March 2026, fewer than 24 months of tenure, making her exempt from the TSR trigger under our policy; no overboarding concerns; brings relevant industrial, technology, and energy sector experience.
All eight director nominees pass the key policy screens: the TSR trigger does not fire because LFUS outperformed its disclosed compensation peer group median by +47.3 percentage points over three years, comfortably below the 50pp threshold applicable to a company with strong positive TSR. No director is overboarded, attendance was 100% for all at committee meetings, and board independence and committee composition appear sound. Recommend FOR on the full slate.
Say on Pay
✓ FORCEO
Gregory N. Henderson
Total Comp
$19,595,398
Prior Support
76%%
The CEO's reported total compensation of approximately $19.6 million is significantly elevated by a one-time sign-on performance stock award valued at roughly $11.3 million granted in connection with his February 2025 appointment, which inflates the year's reported figure and does not represent a recurring annual pay level; stripping this out, ongoing target direct compensation for Dr. Henderson was benchmarked at essentially the 50th percentile of peers (-1% vs. peer median per company disclosure), which is within our acceptable range. The prior year Say on Pay received 76% support — above the 70% threshold that would require a No vote — and the company has responded substantively by replacing stock options with performance stock awards tied to relative total shareholder return versus the Russell 3000 index, directly addressing the shareholder feedback on pay-for-performance alignment. Pay mix is heavily variable, with the majority of NEO compensation in long-term performance-based and time-vested equity, meeting the policy's 50-60% variable pay standard, and a clawback policy is in place consistent with Nasdaq requirements.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose Deloitte's tenure or the specific audit and non-audit fee amounts in the extracted text provided, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed to apply; per policy, we vote FOR when tenure cannot be determined and note the absence of fee disclosure as a minor negative. Deloitte is a Big 4 firm appropriate for a company of Littelfuse's size and complexity, and no material restatements are indicated.
Overall Assessment
The 2026 Littelfuse annual meeting ballot contains three standard proposals: election of eight directors, an advisory vote on executive compensation, and ratification of Deloitte as auditor. All proposals receive a FOR recommendation — the director slate passes TSR and governance screens, the auditor is a Big 4 firm with no confirmable independence concerns, and the Say on Pay program, while featuring a large one-time CEO sign-on award, reflects a genuine pay-for-performance improvement in response to below-average prior-year shareholder support.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing