Gayla Delly
LITTELFUSE INC /DEAbout Gayla J. Delly
Gayla J. Delly (age 65) is an independent director of Littelfuse, Inc. (LFUS), serving since September 2023, and sits on the Audit Committee and the Nominating & Governance Committee . She is a certified public accountant, designated an “audit committee financial expert,” and previously served as CEO, President, CFO, and Corporate Controller/Treasurer of Benchmark Electronics; she began her career as a Senior Audit Manager at KPMG . She holds a bachelor’s degree in accounting from Samford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benchmark Electronics (NYSE: BHE) | Chief Executive Officer | 2012–2016 | Led global solutions provider for high-tech OEMs; prior President (2006–2011) and EVP & CFO (2001–2006); earlier Corporate Controller & Treasurer (1995–2001) |
| KPMG | Senior Audit Manager | Not disclosed (prior to Benchmark) | Public company audit and accounting experience; CPA credentials |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Broadcom Inc. (NASDAQ: AVGO) | Independent Director | Since 2017 | Audit; Nominating & Corporate Governance (current committee roles reflected in Broadcom proxy) |
| Flowserve Corporation (NYSE: FLS) | Independent Director | Since 2008 | Chair, Corporate Governance & Nominating; Member, Organization & Compensation |
| National Instruments (NASDAQ: NATI) | Independent Director | 2020–2023 | Served until acquisition in 2023 |
Board Governance
- Independence: Board determined Delly is independent under NASDAQ/SEC rules; Audit Committee members meet enhanced independence standards; Delly is designated an “audit committee financial expert” .
- Committee assignments (LFUS): Audit Committee member; Nominating & Governance Committee member .
- Attendance: In 2024, all directors attended at least 75% of Board meetings and 100% of their committee meetings, except Mr. Chung (85%); this implies Delly met the attendance thresholds (Board≥75%, Committees=100%) .
- Stock ownership/Alignment: Directors must hold 5x annual retainer within 5 years; all directors are in compliance; anti-pledging and anti-hedging policies apply .
- Executive sessions: Regular executive sessions of independent directors without management .
| LFUS Committees | Role | Notes |
|---|---|---|
| Audit Committee | Member | Financial reporting, internal controls, risk (including cybersecurity) oversight; Delly is an “audit committee financial expert” |
| Nominating & Governance Committee | Member | Board composition, independence, evaluations, ESG/sustainability oversight (approves annual Sustainability Report) |
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly; no meeting fees; reimbursement for one education program every 3 years |
| Additional chair fees (schedule) | $80,000 (Chairman); $25,000 (Lead Director); $25,000 (Audit Chair); $20,000 (Comp Chair); $15,000 (N&G Chair); $10,000 (Tech Chair) | Delly is not noted as a committee chair at LFUS |
| Annual equity grant (standard) | ~$180,000 value | One-third stock options; two-thirds RSUs; options vest 1/3 annually over 3 years; 7-year term; RSUs vest 1/3 annually over 3 years |
| April 25, 2024 grant (to each non-employee director) | 768 options @ $230.39; 522 RSUs | Same grant to all non-employee directors then in office (includes Delly) |
| 2024 Director Compensation (Delly) | Cash Fees | Stock Awards (RSUs) | Option Awards | All Other | Total |
|---|---|---|---|---|---|
| Amounts | $95,000 | $117,596 | $57,800 | $0 | $270,396 |
- Deferral: Directors may defer cash and equity into Littelfuse stock under the Directors Deferred Compensation Plan; assets held by a third-party trustee; distributions generally upon Board departure .
Performance Compensation (Director)
| Award Type | Performance-based? | Vesting | Specifics |
|---|---|---|---|
| RSUs (annual director grant) | No | 33% per year over 3 years | Granted at election/reelection; time-based vesting only |
| Stock Options (annual director grant) | No | 33% per year over 3 years | Exercise price = grant date FMV; 7-year term; time-based vesting only |
LFUS uses no performance metrics for non-employee director compensation; awards are time-based (not TSR/ROIC/EPS linked) .
Other Directorships & Interlocks
| Company | Potential Interlock/Overlap | Comment |
|---|---|---|
| Broadcom Inc. | None disclosed with LFUS | No LFUS related-party transactions involve Delly; independence affirmed |
| Flowserve Corporation | None disclosed with LFUS | No LFUS related-party transactions involve Delly; independence affirmed |
- Related-party transactions disclosed in 2024 involved ATEC and Briggs & Stratton (CEO of Briggs is LFUS director Cerniglia); Delly is not implicated in any related-party transaction .
- Compensation Committee interlocks: Delly did not serve on LFUS Compensation Committee in 2024; no interlock issues disclosed for her .
Expertise & Qualifications
- CPA; deep financial reporting and audit expertise; audit committee financial expert designation at LFUS .
- Prior CEO and CFO experience; extensive operations, supply chain, and global manufacturing oversight gained at Benchmark Electronics .
- Governance leadership: Chairs Governance at Flowserve; member of governance committees at Broadcom and LFUS; contributes to ESG oversight at LFUS via N&G Committee .
Equity Ownership
| Ownership snapshot | Shares/Units | Notes |
|---|---|---|
| Beneficial ownership (2/28/2025) | 653 | Less than 1% of outstanding; includes (i) 391 options exercisable or becoming exercisable within 60 days and (ii) 174 RSUs vesting within 60 days |
| Outstanding RSUs (12/28/2024) | 698 | Director RSUs outstanding at FY-end (includes deferred RSUs, if any) |
| Outstanding Options (12/28/2024) | 1,172 | Director options outstanding at FY-end |
| Anti-pledging / Anti-hedging | Prohibited | Policy prohibits pledging and hedging of LFUS securities (except exceptional circumstances approved by Board) |
| Ownership guidelines | 5x annual retainer | All directors are in compliance with guidelines |
| Pledged shares | None | Proxy notes none of the reported shares in the ownership table are pledged or in margin accounts |
Insider Trades (LFUS)
| Date | Type | Shares | Price | Post-Transaction Holdings | Notes |
|---|---|---|---|---|---|
| 09/05/2025 | Award/Grant (dividend accrual on unvested RSUs) | 3 | $259.58 | 1,811 | Routine accrual reported on Form 4; filed 09/08/2025 |
Governance Assessment
- Strengths: Independent director; Audit Committee Financial Expert; multi-sector board experience (Broadcom semi, Flowserve industrial) strengthens oversight of LFUS’s electronics and industrial end-markets .
- Engagement: Met Board/committee attendance thresholds; sits on two key oversight committees (Audit and N&G) at LFUS .
- Alignment: Director equity is a meaningful component (time-vested RSUs/options); strict ownership, anti-pledging/hedging policies; all directors compliant with ownership guidelines .
- Conflicts/Red flags: No related-party transactions involving Delly; no hedging/pledging; only Section 16(a) late filing disclosed in 2024 was for another director (Grillo) related to deferred fees, not Delly .
- Overall implication: Delly’s financial expertise and governance leadership enhance audit and ESG oversight; absence of conflicts and adherence to alignment policies support investor confidence .
Notes on LFUS Board Context (for completeness)
- Board size/leadership: 9 directors in 2024; separate Chair and CEO; Lead Independent Director role in place; required committees entirely independent .
- Executive sessions: Independent directors meet without management .
- Say-on-pay: 93% approval in 2024, indicating broad investor support for compensation practices (context for governance support at LFUS) .
Appendix: Director Compensation Structure Detail
| Item | Detail |
|---|---|
| Annual Director Grant Mechanics | ~ $180k total value; 1/3 stock options (FMV strike; 7-year term; 3-year ratable vest), 2/3 RSUs (3-year ratable vest); granted upon election/reelection |
| 4/25/2024 Specifics | 768 options @ $230.39; 522 RSUs to each non-employee director (includes Delly) |
| 2024 Individual Director Totals (Delly) | $95,000 cash; $117,596 RSU grant-date fair value; $57,800 option grant-date fair value; total $270,396 |
Citations: All bracketed references correspond to the Littelfuse 2025 DEF 14A or specified SEC/IR sources as linked.