Gordon Hunter
LITTELFUSE INC /DEAbout Gordon Hunter
Gordon Hunter (age 73) is Chairman of the Board of Littelfuse, Inc. (LFUS) and has served as a director since 2002. He was Littelfuse President & CEO from 2005–Jan 1, 2017, then Executive Chairman in 2017 and non‑executive Chairman since Jan 1, 2018. He holds a B.Sc. in Electrical Engineering from the University of Liverpool and an MBA from London Business School. Prior roles include senior leadership at Intel (VP, Communications Group; GM, Optical Products), Elo TouchSystems (President), and a 20‑year career at Raychem in commercial electronics, sales, marketing, engineering, and management. The Board has affirmatively determined he is independent under NASDAQ/SEC standards (more than three years since his employment ended).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Littelfuse, Inc. | President & CEO | 2005–2017 | Led growth and reshaping of the company; set cultural and behavioral tone |
| Littelfuse, Inc. | Executive Chairman | 2017 | Board leadership during transition |
| Littelfuse, Inc. | Chairman of the Board | 2018–present | Non‑executive board leadership |
| Intel Corporation | VP, Communications Group; GM, Optical Products Group | 2002–2003 | Industry and operations expertise |
| Elo TouchSystems (subsidiary of Raychem) | President | Prior to 2002 | Operating leadership |
| Raychem Corporation | Various roles incl. VP Commercial Electronics | ~20 years | Sales/marketing/engineering/management depth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veeco Instruments, Inc. (NASDAQ: VECO) | Director | 2010–present | Public company board experience in semicap |
| CTS Corporation (NYSE: CTS) | Director | 2011–2022 | Prior public board experience |
Board Governance
- Roles and committee assignments at LFUS (FY2024): Chairman of the Board; member, Technology Committee (Technology Committee met 3 times in 2024). Board held 7 meetings in 2024; all directors attended ≥75% of Board meetings and 100% of their committee meetings, except one director (not Hunter) at 85%—all directors attended the 2024 annual meeting. The Board maintains regular executive sessions of independent directors.
- Independence: Board determined Mr. Hunter is independent (more than three years since his employment with Littelfuse).
- Leadership structure: Separate CEO and Chairman; an independent Lead Director (William P. Noglows) convenes executive sessions and acts as liaison to the CEO.
- Director election outcomes (2025 AGM): Hunter received 21,985,808 For; 737,948 Against; 6,661 Abstain; 810,654 broker non‑votes, indicating strong support.
Fixed Compensation
| Component | 2024 Policy/Rate | Notes |
|---|---|---|
| Annual retainer (non‑employee directors) | $95,000 | Paid quarterly |
| Chairman of the Board retainer | $80,000 | Incremental to director retainer |
| Lead Director retainer | $25,000 | If applicable |
| Committee Chair retainers | Audit $25,000; Comp $20,000; N&G $15,000; Technology $10,000 | If applicable |
| Reimbursement | Reasonable meeting expenses + one continuing education program every 3 years |
2024 actual director compensation for Gordon Hunter:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Gordon Hunter | 175,000 | 117,596 | 57,800 | 2,399 | 352,795 |
| Notes | RSUs granted Apr 25, 2024 (522 units) | Options granted Apr 25, 2024 (768 options) | Includes spousal travel expenses | ||
| Citations |
Deferral programs:
- Non‑employee directors may defer cash fees and equity under the Directors Plan; deferrals are invested in LFUS common stock. Deferred payments owed to Mr. Hunter from prior non‑employee director service are generally payable when he ceases to be a director (potentially subject to a 6‑month 409A delay if a “specified employee”).
Performance Compensation
| Element | 2024 Design | Vesting / Terms |
|---|---|---|
| Annual equity value | ~ $180,000 per director | One‑third stock options; two‑thirds RSUs |
| RSU grant (2024) | 522 units (per director) | Vests 1/3 annually over 3 years from grant (Apr 25, 2024) |
| Option grant (2024) | 768 options @ $230.39 | Vests 1/3 annually over 3 years; 7‑year term; strike = FMV at grant |
Note: Director equity is time‑based; no performance metrics apply to non‑employee director awards.
Other Directorships & Interlocks
- Current: Veeco Instruments (VECO) director since 2010; no Littelfuse‑disclosed related‑party transactions with Veeco.
- Prior: CTS Corporation director (2011–2022).
- Related‑party screening: 2024 related‑party items involved ATEC (24%-owned supplier; $5.7M services) and Briggs & Stratton sales ($317k); neither relates to Mr. Hunter.
Expertise & Qualifications
- Education: B.Sc. Electrical Engineering (University of Liverpool); MBA (London Business School).
- Industry and technical: Deep electronics/semiconductor and power components background (Raychem, Elo TouchSystems, Intel), plus extensive public company leadership.
- Board skills: Leadership, vision, execution, and culture‑setting emphasized by the Board in nominating rationale.
Equity Ownership
| Measure | Amount | Details |
|---|---|---|
| Total beneficial ownership (Feb 28, 2025) | 29,684 shares | <1% of outstanding; includes exercisable options and near‑term vesting RSUs |
| Options exercisable within 60 days | 5,267 | Included in beneficial ownership |
| RSUs vesting within 60 days | 496 | Included in beneficial ownership |
| RSUs outstanding (director table) | 1,000 | Includes deferred RSUs under plan |
| Options outstanding (director table) | 6,018 | Outstanding option awards |
| Pledged shares | None | Company states none reported are subject to pledge or lien; anti‑pledging policy in place |
| Stock ownership guideline | 5x annual retainer (directors) | All directors in compliance |
Governance Assessment
Key findings impacting investor confidence:
- Independence and structure: Hunter is independent, serves as non‑executive Chair with a separate CEO and an independent Lead Director—supports oversight and accountability.
- Engagement: Board and committee attendance thresholds met; executive sessions held regularly.
- Shareholder support: Strong 2025 director election support (Hunter: ~22.0M For vs ~0.74M Against). Say‑on‑pay 2025 passed (17,265,338 For; 5,448,440 Against; 16,639 Abstain); prior year (2024) had ~93% support, indicating sustained acceptance of compensation governance.
- Pay alignment and mix: Director pay modestly increased in 2024 to align with peers (retainers and equity value), with meaningful equity component (RSUs and options) that vests over three years, enhancing alignment.
- Conflicts/related‑party: No Hunter‑related transactions disclosed; Company prohibits pledging/hedging and reports no pledged shares—reduces misalignment risk.
Potential risk indicators and mitigants:
- Tenure/refreshment: Long tenure (director since 2002) may raise refreshment concerns; mitigated by mandatory retirement age 75 (Hunter is 73) and ongoing board evaluation processes.
- Concentration of influence: As Chair and long‑tenured director, influence is significant; mitigated by independent Lead Director, majority independent board, and regular executive sessions.
Overall: Governance posture around Mr. Hunter is favorable—independent chairmanship, strong shareholder support, no related‑party exposures, robust ownership alignment, and compliance with anti‑pledging/ownership policies. Watchlist items include board refreshment as he approaches the mandatory retirement age.