Karim Hamed
LITTELFUSE INC /DEAbout Karim Hamed
Dr. Karim Hamed was appointed Senior Vice President and General Manager, Semiconductor Business at Littelfuse effective August 11, 2025, and filed a Form 3 as a Section 16 officer reflecting his status and initial beneficial ownership position . He previously served as Corporate Vice President of Analog Devices’ Industrial & Healthcare Business Group, with earlier leadership roles at ADI, Hittite Microwave, TriQuint, and Mimix Broadband; he holds a PhD in Electrical & Computer Engineering from Queen’s University (Canada) . Company operating context entering his tenure: 2024 net sales declined 7% YoY while cash from operations reached $368M and free cash flow conversion exceeded target; AIP performance metrics emphasized corporate sales, adjusted EPS (AIP EPS), and cash generation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Analog Devices (ADI) | Corporate Vice President, Industrial & Healthcare Business Group; earlier VP, Industrial Instrumentation | Not disclosed | Led growth and operational execution in industrial/healthcare segments |
| ADI (post‑Hittite acquisition) | General Manager, Microwave Communications Group | Not disclosed | Managed RF/microwave portfolio integration and growth |
| Hittite Microwave | Vice President/GM RF & Microwave Business (prior to ADI acquisition) | Not disclosed | Scaled RF/microwave platforms and product leadership |
| TriQuint Semiconductor | Leadership/technical roles | Not disclosed | Contributed to RF/microwave product strategy |
| Mimix Broadband | Leadership/technical roles | Not disclosed | Advanced microwave IC products |
Fixed Compensation
- Company’s framework: base salary set against peer medians, reviewed annually; AIP (annual cash bonus) target percentages vary by level, with maximum payout caps; grants of long‑term incentives occur at the April Board meeting .
- For SVP peers (reference): 2024 AIP targets were 70% of base salary (threshold 35%, max 154%) for the SVP & GM Semiconductor and 80% for SVP Electronics; 2025 retained the same metrics with heavier weighting to corporate sales; Hamed’s specific AIP targets for 2025 were not disclosed .
Performance Compensation
Company program design (applies to executives at Hamed’s level; his specific awards for 2025 not disclosed):
| Metric | Weighting (SVP peers) | Targeting/Definition | Payout Range | Vesting/Timing |
|---|---|---|---|---|
| Corporate Sales | 0%–10% (60% for CEO; SVP peers typically 0%) | Company net sales (GAAP) | 0%–200% | AIP paid in Q1 following performance year |
| Adjusted EPS (AIP EPS) | 10%–40% | GAAP net income adjusted for specified items; divided by diluted weighted average shares | 0%–200% | AIP paid in Q1 following performance year |
| Cash from Operations | 10%–30% | GAAP CFO from audited statements | 0%–200% | AIP paid in Q1 following performance year |
| Business Unit metrics (for SVP GMs) | 60% | Segment net sales and operating income goals | 0%–200% | AIP paid in Q1 following performance year |
| Individual performance | 20% | Qualitative evaluation (strategy, ESG progress, talent, execution) | 0%–300% | AIP paid in Q1 following performance year |
| Long‑Term Incentive (RSUs) | 50% of LTI value | RSUs vest 33% annually over 3 years; value aligns to stock price | N/A | Annual April grants (company‑wide) |
| Long‑Term Incentive (Options) | 50% of LTI value | Options vest 33% annually over 3 years; exercise price at grant FMV | N/A | Annual April grants (company‑wide) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership (Form 3) | Reported “No securities are beneficially owned” as of August 13, 2025; role indicated as Officer (SVP & GM Semiconductor Business) . |
| Stock ownership guidelines | SVPs must hold 2× base salary; executives have 5 years to reach compliance; must retain 50% of net after‑tax shares until guidelines met . |
| Anti‑pledging/hedging | Pledging Littelfuse stock and hedging transactions are prohibited (exceptions only with prior Board approval in exceptional circumstances) . |
| Grant and vesting cadence | Company annual LTI grants occur in April; RSUs/options vest 1/3 per year over three years; new‑hire awards may occur at appointment (not disclosed for Hamed) . |
Employment Terms
- Executive Severance Policy (applies to Senior Vice Presidents): 1× base salary + target annual bonus, pro‑rated actual bonus for year of termination, up to 12 months COBRA premium subsidy, perquisites continuation through year‑end, and up to 1 year outplacement; benefits require separation agreement with confidentiality, non‑solicit, and non‑compete covenants .
- Change‑in‑Control agreements: Littelfuse executed new CIC agreements with each executive officer (and separately for the CEO); if terminated without cause or for good reason within two years post‑CIC, executives receive lump‑sum 2× salary+the greater of average last‑3‑year bonus or current target, pro‑rated bonus, 2 years COBRA premium support, extended option exercise periods (per award terms), and outplacement; no excise tax gross‑ups; definitions of “cause” and “good reason” are specified .
- Clawback policy: Adopted October 2023; enables recovery of incentive‑based compensation in event of a required accounting restatement due to material noncompliance with financial reporting requirements .
- Insider trading controls: Robust policy; prohibits pledging and hedging; Section 16 compliance procedures are active (Form 3 filed for Hamed) .
Performance & Track Record
- Appointment rationale: CEO highlighted Hamed’s “distinguished track record of driving growth, innovation, and operational excellence” and fit to lead the Semiconductor Business’ next chapter of strategic growth .
- Company pay‑versus‑performance context: For 2024, PEO Compensation Actually Paid was $3.8M; $100 initial investment TSR was $129.13 vs peer group $213.20; adjusted EPS $7.97 (prior years presented in proxy), illustrating compensation linkage to TSR, EPS, and net income .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—reduces misalignment risk .
- Option repricing: Explicitly not allowed—no option re‑pricing practices .
- Severance multiples/tax gross‑ups: Multiples are capped by level; no excise tax gross‑ups upon CIC .
- Clawbacks: Enforced via 2023 policy to recover incentive‑based compensation on restatements .
- Section 16 reporting: Hamed filed a timely Form 3; no Form 4 transactions disclosed to date .
Investment Implications
- Alignment: Littelfuse’s pay‑for‑performance architecture (AIP tied to corporate sales, adjusted EPS, CFO, plus business unit metrics for SVP GMs) and anti‑pledging/hedging policies create strong alignment between Hamed’s incentives and shareholder outcomes .
- Near‑term supply dynamics: Hamed’s initial Form 3 shows no beneficial ownership; monitor for new‑hire equity grants and subsequent Form 4 filings—typical LTI grants vest 33% annually over 3 years, which can create predictable vest‑date supply; company‑wide annual grant cadence is April, though new‑hire grants can be off‑cycle .
- Retention and protection: As an SVP, severance protection (1× salary+target bonus, COBRA, outplacement) reduces sudden departure risk; CIC agreements for executive officers provide 2× protections, further stabilizing leadership through strategic events .
- Execution focus: With business‑unit metrics weighted at 60% for SVP GMs in AIP, Hamed’s payout is leveraged to semiconductor segment net sales and operating income execution—watch design‑win momentum, fab integration (Dortmund) flow‑through, and segment margin expansion to gauge incentive achievement .
Key References
- Appointment and biography: 8‑K and press release (Aug 7, 2025) .
- Form 3 initial ownership (Aug 13, 2025): “No securities are beneficially owned” .
- Compensation governance and program details: DEF 14A (Mar 14, 2025) .
- Company performance context: DEF 14A CD&A (2024 operating performance, cash flow) .