Greg Henderson
LITTELFUSE INC /DEAbout Greg Henderson
Gregory N. Henderson, age 56, became President and Chief Executive Officer of Littelfuse on February 10, 2025, after serving on the Board since May 2023 and holding senior leadership roles in the semiconductor industry, including SVP of the Automotive & Energy, Communications, and Aerospace Group at Analog Devices (2017–July 2024). He holds a B.S. in Electrical Engineering from Texas Tech University and a Ph.D. in Electrical Engineering from Georgia Tech . Early under his tenure, Q2 2025 revenue was $613M (+10% YoY), adjusted EBITDA margin reached 21.4% (+280 bps YoY), and adjusted EPS was $2.85 (+45% YoY), with bookings exiting the quarter at the highest run-rate since 1H22, signaling near-term growth momentum . His 2025 pay mix adds a performance share program (relative TSR vs. Russell 3000 over 3 years) alongside an AIP emphasizing corporate performance, aligning incentives to value creation amid initiatives in higher-voltage/higher-power applications and operational excellence .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Analog Devices | SVP, Automotive & Energy, Communications, and Aerospace Group | 2017–Jul 2024 | Led large end-market group at a global analog/power semis leader |
| Analog Devices | VP, RF & Microwave Business | 2014–2017 | Ran RF/microwave BU post-Hittite acquisition |
| Hittite Microwave | VP, RF & Microwave Business | –2014 (until ADI acquisition) | BU leadership through acquisition by ADI |
| Harris; Tyco Electronics; TriQuint; IBM | Various technical/leadership roles | Not disclosed | Progressive leadership across RF, components, and systems |
External Roles
- None disclosed for Henderson beyond Littelfuse directorship .
Fixed Compensation
| Component | 2025 Terms |
|---|---|
| Base salary | $1,000,000 (effective with CEO appointment) |
| AIP target (% of base) | 125% target (62.5% threshold; 275% max) |
| Director cash retainer (while non-employee director in 2024) | $95,000 |
Performance Compensation
Annual Incentive (AIP)
- 2025: Henderson participates with the same performance metrics used in 2024 (corporate sales, AIP EPS, cash from operations, and individual goals), with weighting more heavily to corporate sales; CEO target is 125% of base (threshold 62.5%, max 275%) .
- 2024 framework (for context): Corporate metrics and weights used for NEOs were corporate sales, AIP EPS, cash from operations, and individual performance; 2024 actuals delivered 0% payout on corporate sales and AIP EPS, and 84% achievement on cash from operations, with individual/BU varying by executive .
| Metric | 2025 Design | Notes |
|---|---|---|
| Corporate Sales | Heavier weighting vs 2024 | Metrics same as 2024; weights tilt toward sales |
| AIP EPS | Included | AIP EPS excludes certain items as defined |
| Cash from Operations | Included | Company cash generation focus |
| Individual | Included | Qualitative assessment |
Long-Term Incentives
| Award | Terms | Vesting/Performance |
|---|---|---|
| Sign-on Performance Share Award (PSUs) | Target value $7,000,000 granted on Feb 10, 2025; target PSUs based on grant-date close | Vests based on relative TSR vs Russell 3000 over 3-year period commencing Feb 10, 2025; cliff vest at end of period |
| 2025 Annual Equity Grant | Participates in April 2025 annual grant targeted at 50th percentile; expected approx. $4.55M; not prorated | To be determined by Compensation Committee; standard program driving alignment/retention |
| Legacy Director Equity (2024) | 522 RSUs and 768 options granted on Apr 25, 2024 while a non-employee director; option exercise price $230.39 | RSUs vest 1/3 annually over 3 years; options vest 1/3 annually over 3 years; options expire in 7 years |
Change-in-Control Treatment of Equity
- Pre-2025 grants: unvested RSUs fully vest upon change in control; options fully vest upon death/disability/eligible retirement and upon termination without cause within two years after a change in control .
- 2025 grants: double trigger—unvested RSUs and options fully vest if, within two years following a change in control, employment is terminated without cause or (if applicable under a COC agreement) for good reason .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 792 shares |
| Options (exercisable/within 60 days) | 475 shares |
| RSUs (vesting within 60 days) | 174 shares |
| Stock ownership guideline (CEO) | 5x base salary; until achieved, must retain 50% of net-after-tax shares; anti-pledging and anti-hedging policy in effect |
| CEO guideline share requirement and status | Required: 16,600 shares; Owned: 951 shares (includes unvested RSUs); 5-year compliance window from appointment |
| Pledging/Hedging | Prohibited by policy; proxy indicates none of reported shares are pledged |
Employment Terms
| Term | Summary |
|---|---|
| Appointment & location | CEO effective Feb 10, 2025; principal worksite Massachusetts (travel to IL and other locations as needed) |
| Base salary & AIP | $1,000,000 base; AIP target 125% (prorated for partial year if applicable) |
| Sign-on PSU | $7M target PSUs granted Feb 10, 2025; 3-year relative TSR vs Russell 3000 |
| Annual equity | April 2025 grant targeted at market 50th percentile (~$4.55M), not prorated |
| Executive Severance Policy | Covered with 2.0x multiple (salary + target bonus); prior to Feb 10, 2028, a resignation for Good Reason is treated as termination without cause under the policy |
| Change-in-Control (COC) Agreement | Standard form with 3.0x multiple; in effect through Feb 10, 2028 |
| Good Reason (key triggers) | Reduction in salary/target bonus (other than broad-based), relocation >35 miles, failure to nominate for election to the Board, or material breach; cure/notice periods apply |
| Clawback | Policy adopted Oct 2023 for restatement-related recovery of incentive comp |
| Non-compete/Confidentiality | Execution required; sign-on PSU contingent on execution |
| Legal fees | Up to $15,000 reimbursement for legal fees |
Board Governance (dual role: CEO + Director)
- Board service and roles: Director since May 2023; Chair of the Technology Committee; previously served on the Compensation Committee in 2024 and was removed Jan 10, 2025 upon transition to CEO .
- Independence: “No longer independent” as of CEO appointment effective Feb 10, 2025 .
- Leadership structure: Separate Chairman (Gordon Hunter) and Lead Independent Director (William P. Noglows); regular executive sessions of independent directors .
- Board/committee attendance (2024): The Board met 7 times; all directors attended at least 75% of Board meetings and 100% of committee meetings during their service, except one director (Mr. Chung at 85%) .
Director Compensation (while non-employee director in 2024)
| Name | Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Gregory N. Henderson | 95,000 | 117,596 | 57,800 | 2,431 | 272,827 |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: approximately 93% “For” .
- 2025 annual meeting results (Apr 24, 2025): NEO compensation approved on advisory basis (For: 17,265,338; Against: 5,448,440; Abstain: 16,639; Broker non-votes: 810,654) .
- Compensation governance practices include independent consultant, stock ownership/retention, no excise tax gross‑ups, no option repricing, and clawback policy .
Performance & Track Record (early CEO tenure context)
| Metric (Q2 2025) | Result |
|---|---|
| Revenue | $613M, +10% YoY |
| Adjusted EBITDA margin | 21.4%, +280 bps YoY |
| Adjusted EPS | $2.85, +45% YoY |
| Operating cash flow | $82M; YTD FCF $150M (114% conversion) |
| Cash and leverage | $685M cash; net debt/EBITDA 1.1x |
| Demand indicators | Book-to-bill >1; bookings highest run-rate since 1H22 |
Major initiatives cited by Henderson: sharpen focus on high‑voltage/high‑energy density applications; provide more complete solutions (notably data center, grid storage, renewables); and drive operational excellence (global operations team, best‑practice scaling), with new data center design wins and segment margin expansion noted .
Compensation Structure Analysis
- Pay‑for‑performance alignment: 2025 CEO package adds a three‑year performance share award keyed to relative TSR vs. the Russell 3000 (cliff vest), a clear shift toward outcome‑based equity versus the historical 50/50 options/RSUs mix used for NEOs in 2024 .
- Annual incentive design: AIP continues to weight corporate results (sales, AIP EPS, cash from operations) and shifts even more toward corporate sales in 2025—critical in a volume‑driven recovery, while retaining qualitative individual assessments .
- Governance safeguards: Anti‑pledging/hedging, robust ownership guidelines with 50% net‑share retention until compliance, clawback, no option repricing, and no excise tax gross‑ups reduce risk of shareholder‑unfriendly outcomes .
- Change‑in‑control terms: 2025 equity adopts double‑trigger vesting, mitigating windfall risk; CEO COC multiple is 3.0x and severance policy multiple is 2.0x with Good Reason protection through Feb 10, 2028 to ensure retention and negotiating stability .
Vesting Schedules & Insider Selling Pressure
- Director 2024 equity (granted Apr 25, 2024): 522 RSUs and 768 options at $230.39 per share; both vest 1/3 annually over 3 years; options 7‑year term .
- CEO sign‑on PSUs (granted Feb 10, 2025): single 3‑year performance period ending in 2028; cliff vest reduces near‑term selling pressure .
- Ownership policy requires 50% net‑share retention pre‑compliance; proxy reports no pledging of reported holdings .
Equity Ownership Detail (as of early 2025)
| Category | Amount |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 792 shares |
| Options exercisable/within 60 days | 475 shares |
| RSUs vesting within 60 days | 174 shares |
| Ownership guideline requirement | 16,600 shares (CEO 5x salary methodology) |
| Shares counted toward guideline (Feb 26, 2025) | 951 shares (includes unvested RSUs per policy) |
| Pledged shares | None; pledging prohibited |
Related Party Transactions & Red Flags
- No Henderson‑specific related party transactions disclosed; anti‑pledging/hedging and clawback policy in place; no excise tax gross‑ups; option repricing prohibited .
- Section 16(a) compliance: company disclosed one late Form 4 for a different director (not Henderson) related to deferred director fees; otherwise compliant for FY2024 .
Compensation Peer Group (benchmarking frame)
- Littelfuse targets ~50th percentile vs a 19‑company peer set spanning electronic components/equipment, semis, and industrial technology; independent compensation consultant retained by the Compensation Committee .
Investment Implications
- Alignment and upside leverage: AIP tilt to corporate sales and the CEO’s large 3‑year TSR PSU align near‑term execution and multi‑year shareholder returns; early operating traction (margins/bookings) supports payout potential if demand trends hold .
- Retention risk appears contained: Good Reason protection through Feb 10, 2028, double‑trigger COC equity, and ownership/retention rules reduce turnover pressure; the 3‑year PSU cliff adds “golden handcuff” retention .
- Trading signals to monitor: Form 4s around quarterly RSU/option vesting cycles from April‑dated awards (director 2024) and the April 2025 executive grant once issued; annual AIP payouts in March; and KPI progress tied to corporate sales/AIP EPS/CFO against AIP goals .
- Governance quality: Separation of CEO/Chair, active Lead Independent Director, independence refresh upon CEO appointment, strong say‑on‑pay results, and compensation risk controls support investor confidence in oversight .