Deepak Nayar
LITTELFUSE INC /DEAbout Deepak Nayar
Senior Vice President and General Manager, Electronics Business at Littelfuse (LFUS). Age 64 as disclosed in the 2023 Form 10‑K; he joined Littelfuse in 2005 and has held increasing leadership roles across Electronics, Sales, and multi-segment GM responsibilities . Education: engineering degree from IIT (India) and a master’s from UC Berkeley; prior roles include process engineering at International Rectifier and 17 years at Tyco/Raychem spanning R&D, new product development, sales and marketing . Company performance context during recent pay periods: 2024 sales declined 7% with cash from operations of $368M; adjusted EPS was $7.97 and net income $100.2M; a $100 investment in company TSR stood at $129.13 vs peer group $213.20 for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Littelfuse | Business Line Director, Electronics BU | 2005 onward (entry) | Built global electronics customer coverage and product lines |
| Littelfuse | VP, Global Sales, Electronics BU | Pre‑2011 | Scaled global key accounts and channel leverage |
| Littelfuse | SVP, Electronics BU | 2011–2019 | Drove profitable growth in electronics; cited as “most profitable part” of company in 2016 investor remarks |
| Littelfuse | SVP & GM, Electronics & Industrial Business | 2019–2022 | Led multi‑segment portfolio through end‑market cycles |
| Littelfuse | SVP & GM, Electronics Business (current) | Appointed to current role (proxy says May 2020; 10‑K indicates 2022) | Focused on electronics segment execution and profitability |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Rectifier | Process Engineering | Pre‑Littelfuse (few years) | Semiconductor process experience |
| Tyco/Raychem | R&D, New Product Development; Sales & Marketing | ~17 years | Deep technical/product development; commercial scaling |
Fixed Compensation
- Stockholder say‑on‑pay approval: ~93% support at 2024 annual meeting .
- Peer benchmarking targets 50th percentile; in 2024 Nayar’s total target compensation was +10% vs median of peer group .
- Base salary (annualized) and AIP target:
- 2024 base salary $520,817; 2025 base $536,442; AIP target 80% of base both years .
Multi‑year Summary Compensation (amounts per SEC Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $470,582 | $495,971 | $515,810 |
| Stock Awards ($) | $520,838 | $527,763 | $535,491 |
| Option Awards ($) | $527,221 | $530,638 | $526,745 |
| Non‑Equity Incentive Plan Compensation ($) | $722,673 | $180,283 | $336,656 |
| All Other Compensation ($) | $38,425 | $59,865 | $39,360 |
| Total ($) | $2,280,105 | $1,794,520 | $1,954,062 |
AIP target bonus percentage trend:
| Year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Target Bonus % of Base | 60% | 65% | 70% | 70% | 80% | 80% | 80% | 80% |
Performance Compensation
Annual Incentive Plan (AIP) structure emphasizes corporate sales, AIP EPS, cash from ops, and business unit metrics, plus individual performance; Nayar’s weighting: corporate sales 0%, AIP EPS 10%, cash from ops 10%, business unit metrics 60%, individual 20% .
2024 AIP results:
- Corporate achievements: corporate sales 0%; AIP EPS 0%; cash from ops 84% .
- Electronics BU achievements for Nayar: electronics segment net sales 0%; commercial vehicle sales 117%; electronics operating income 70%; commercial vehicle operating income 197% .
- Payout: 80.8% of AIP target; $336,656 paid March 2025 .
2023 AIP context:
- Corporate achievements: corporate sales 0%; AIP EPS 0%; cash from ops 200%; individual performance determination for Nayar was 125%; payout 45.0% of target; $180,283 paid March 2024 .
2022 AIP context:
- Corporate achievements: corporate sales 200%; AIP EPS 200%; cash from ops 200% ; Nayar’s weighting for that year matched the current weighting scheme ; payout $722,673 .
Detailed 2024 incentive table:
| Component | Weighting | Actual Achievement | Payout Basis | Vesting |
|---|---|---|---|---|
| AIP Corporate Sales | 0% | 0% | Contributes 0% | Annual cash |
| AIP EPS | 10% | 0% | Contributes 0% | Annual cash |
| AIP Cash from Operations | 10% | 84% | Partial payout | Annual cash |
| BU Metrics (Electronics & CV) | 60% | Electronics net sales 0%; CV sales 117%; Electronics OI 70%; CV OI 197% | Weighted payout | Annual cash |
| Individual Performance | 20% | Committee judgment (qualitative) | Weighted payout | Annual cash |
| Total AIP Payout | — | — | 80.8% of target; $336,656 | Paid March 2025 |
Long‑term equity: annual mix 50% options / 50% RSUs; three‑year pro‑rata vesting; 2024 grants vested 33% annually on anniversaries .
- 2024 grant (April 25, 2024): 2,377 RSUs; 6,999 options @ $230.39 strike; both vest 33% per year .
- 2024 vesting/realization: 2,003 shares vested; value realized $462,592; no options exercised; 706 shares withheld for taxes .
Equity Ownership & Alignment
Policies and holdings:
- Anti‑pledging and anti‑hedging policy; directors, officers and employees are prohibited from pledging or hedging Littelfuse stock (exceptions only in exceptional cases with board approval) .
- Ownership guidelines: Senior Vice Presidents required to reach 2x base salary; until compliant, must retain 50% of net after‑tax shares from option exercises/RSU vesting .
- Beneficial ownership (as of Feb 28, 2025): 20,999 shares; less than 1% of outstanding; includes 18,698 options currently exercisable/within 60 days and 2,301 RSUs vesting within 60 days .
- Guideline progress: Required shares 3,200; number of shares owned (includes unvested stock/units) 4,630 .
- Pledging status: of the shares reported for all insiders, none are subject to pledge or margin liens .
Outstanding equity awards (as of Dec 28, 2024):
| Grant | Options Exercisable (#) | Options Unexercisable (#) | Option Strike ($) | Option Expiry | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 2021 (Apr 22) | 4,300 | 0 | $267.84 | 4/22/2028 | 0 | $0 |
| 2022 (Apr 28) | 4,993 | 2,497 | $231.64 | 4/28/2029 | 763 | $180,862 |
| 2023 (Apr 27) | 2,288 | 4,574 | $240.76 | 4/27/2030 | 1,490 | $353,190 |
| 2024 (Apr 25) | 0 | 6,999 | $230.39 | 4/25/2031 | 2,377 | $563,444 |
Vesting‑related selling pressure:
- 2024 RSU vesting of 2,003 shares with tax withholding indicates mechanical supply; no option exercises in 2024 .
- Next vest dates follow 33% annual schedule on grant anniversaries (e.g., April 25 for 2024 awards) .
Note: Attempted to fetch Form 4 transactions for Deepak Nayar with the insider‑trades skill, but the API returned an authorization error; analysis relies on proxy vesting/exercise disclosures [ReadFile(/public/skills/insider-trades/SKILL.md)].
Employment Terms
- Employment agreements: none for NEOs other than specified CEO letters; Nayar is covered by standard policies (AIP, Long‑Term Incentive Plan, Executive Severance Policy, Change‑in‑Control agreements) .
- Clawback policy: adopted October 2023 per NASDAQ rules; allows recovery of incentive‑based compensation upon accounting restatement due to material noncompliance .
- Executive Severance Policy (non‑CIC): Senior Vice Presidents receive severance equal to 1x base salary + 1x target annual bonus; pro‑rated actual bonus for year of termination; continued health coverage for 12 months; outplacement up to one year; subject to separation/release, non‑disclosure, non‑solicit and competitive activity restrictions .
- Change‑in‑Control (CIC) agreements (effective Jan 1, 2024; term through Dec 31, 2026): upon qualifying termination within two years post‑CIC (without cause or for good reason): lump sum of 2x annual base salary + 2x greater of average prior three‑year bonus or target bonus; pro‑rata bonus (greatest of target, actual to date, or prior three‑year average); COBRA premium reimbursements for two years; outplacement up to two years; equity rights exercisable for up to 12 months or longer per award terms; no excise tax gross‑up; cutback or make‑whole approach whichever is more favorable post‑tax .
- Equity acceleration terms: pre‑2025 awards—stock options fully vest upon death/disability, termination without cause within two years post‑CIC, or eligible retirement; RSUs fully vest upon CIC or eligible retirement (or pro‑rata upon death/disability). 2025 awards include double‑trigger (CIC + qualifying termination) full vesting .
Estimated potential payments (illustrative, assuming Dec 27, 2024 parameters):
- Voluntary resignation/retirement: $1,456,774 (unvested equity values + Supplemental Plan balance) .
- CIC termination without cause/for good reason: $4,141,276 (cash severance, bonus components, benefits, equity vesting, Supplemental Plan) .
- Involuntary termination (non‑CIC): $2,784,081 (policy multiple, benefits, equity/plan per terms) .
Nonqualified deferred compensation:
- Supplemental Plan balance (2024): $299,252; 2024 company contribution $17,460; 2024 aggregate earnings $39,949 .
Compensation Structure Analysis
- Mix: significant equity (RSUs/options) with three‑year vesting aligns incentives with shareholder value; AIP ties to corporate and business unit metrics plus individual performance .
- At‑risk pay: AIP payouts were materially reduced in 2023 amid corporate underperformance (45% of target) and improved in 2024 (80.8%) on stronger BU metrics despite weak corporate sales/EPS, demonstrating balanced weighting and Committee discretion .
- Governance: no option repricing; anti‑pledging/hedging; robust clawback; no excise tax gross‑ups; capped AIP (amended max $5M from Jan 1, 2024) .
Equity Ownership & Alignment (Guidelines and Compliance)
| Requirement | Value |
|---|---|
| Stock ownership guideline (SVP) | 2x base salary; retain 50% of net after‑tax shares until compliant |
| Required shares (calculated in policy) | 3,200 |
| Shares owned (incl. unvested RSUs) | 4,630 |
| Beneficial ownership as % | <1% (20,999 shares; includes 18,698 options and 2,301 RSUs vesting within 60 days) |
| Pledging/Hedging | Prohibited; none of reported shares pledged |
Investment Implications
- Alignment and retention: Equity‑heavy compensation, strict anti‑pledging/hedging, and ownership guidelines support long‑term alignment; CIC and severance provide meaningful retention economics with double‑trigger vesting added for new awards .
- Near‑term supply dynamics: RSU vesting cadence (33% annually) and 2024 vesting evidence indicate mechanical supply and tax withholding but no option‑driven selling (no exercises in 2024) .
- Performance leverage: Nayar’s AIP heavily weights business unit metrics (60%); 2024 payouts benefited from outperformance in commercial vehicle sales and operating income despite corporate softness—investors should monitor Electronics segment KPIs for incentive outcomes and margin execution .
- Pay governance: Strong say‑on‑pay (93%) and best‑practice features (no repricing/gross‑ups, clawback, independent consultant) lower governance risk; peer benchmarking at median with Nayar +10% vs peer median reflects scope/impact considerations .
- Company performance context: 2024 sales –7% with $368M cash from operations and adjusted EPS $7.97; TSR lagged peers—comp structures still incentivize sales, EPS, and cash generation recovery, suggesting pay‑for‑performance continuity as end markets normalize .