Kristina Cerniglia
LITTELFUSE INC /DEAbout Kristina A. Cerniglia
Kristina A. Cerniglia, 58, is an independent director of Littelfuse, Inc., serving since 2018, and is the Audit Committee Chair and a member of the Compensation Committee. She is designated an SEC “audit committee financial expert” and holds a bachelor’s degree in finance from Bentley College; her background spans CFO and CEO roles in diversified industrials and manufacturing, currently serving as CEO of Briggs & Stratton (since July 2024) after prior CFO roles at Hillenbrand and senior finance/controllership roles at Stanley Black & Decker .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Briggs & Stratton | Chief Executive Officer; Interim CEO; SVP & CFO | CEO since Jul 2024; Interim CEO Feb–Jul 2024; CFO Jun 2022–Feb 2024 | External operating leadership; potential related-party link to LFUS sales noted below |
| Hillenbrand, Inc. (NYSE: HI) | Senior Vice President & Chief Financial Officer | 2014–Jun 2022 | Public company CFO oversight and capital allocation experience |
| Stanley Black & Decker | VP & Corporate Controller; various finance capacities | 1997–2014 | Global finance operations, controls, and reporting |
External Roles
| Organization | Role | Status |
|---|---|---|
| Briggs & Stratton | Chief Executive Officer | Operating executive; company is a LFUS customer (see related-party transactions) |
No other public company directorships disclosed for Ms. Cerniglia in the LFUS proxy .
Board Governance
- Independence: Board determined Ms. Cerniglia is independent under NASDAQ and SEC rules; also designated as an “audit committee financial expert” by the SEC .
- Attendance: The Board met seven times in FY2024; all directors attended at least 75% of Board meetings during their service and 100% of their committee meetings, except one director (Mr. Chung, 85%). All directors attended the 2024 annual meeting .
| Committee | Role | Meetings (2024) |
|---|---|---|
| Audit | Chair | 6 |
| Compensation | Member | 7 |
- Governance features: Lead Independent Director structure, executive sessions of independent directors, majority voting in uncontested elections, mandatory retirement age 75, separate Chair/CEO, robust annual board/committee evaluations .
Fixed Compensation
| Component | LFUS Schedule | Kristina A. Cerniglia – 2024 Actual |
|---|---|---|
| Annual cash retainer (non-employee directors) | $95,000 paid quarterly | $112,102 (reflects base plus chair role) |
| Audit Committee Chair fee | $25,000 | Included in cash total |
| Meeting fees | Not paid to directors (no per-meeting fees disclosed) | N/A |
| Reimbursements | Reasonable expenses; one continuing education program every three years | $1,932 (spousal travel) |
- Stock ownership guidelines: Non-employee directors must hold stock equal to 5× annual retainer; all directors are in compliance .
- Anti-pledging/hedging: Prohibited; no shares in the beneficial ownership table are subject to pledge/lien .
Performance Compensation
LFUS provides time-based equity to directors (no performance conditions): one-third stock options and two-thirds RSUs vesting equally over three years; annual grants made at or following the annual meeting .
| Grant Date | Instrument | Shares/Options | Exercise Price | Fair Value (Grant-Date) | Vesting |
|---|---|---|---|---|---|
| Apr 25, 2024 | RSUs | 522 | N/A | $117,596 | 33% per year over 3 years |
| Apr 25, 2024 | Options | 768 | $230.39 | $57,800 | 33% per year over 3 years; 7-year term |
Director equity awards are time-vested; no TSR/financial metrics apply to director grants .
Other Directorships & Interlocks
| Company | Relationship to LFUS | Details |
|---|---|---|
| Briggs & Stratton (Ms. Cerniglia is CEO) | Customer | LFUS sold ~$317,000 of products to Briggs & Stratton in FY2024; reviewed/approved by Nominating & Governance Committee under Related Person Transactions policy . |
- Compensation Committee interlocks: Ms. Cerniglia served on LFUS Compensation Committee in 2024; LFUS discloses no interlocks whereby LFUS executives served on another entity’s compensation committee with reciprocal relationships .
Expertise & Qualifications
- SEC “audit committee financial expert” designation .
- 30 years of diverse financial and industry experience; CFO and CEO leadership in diversified industrials and manufacturing .
- Education: bachelor’s degree in finance (Bentley College) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Breakdown (within 60 days) |
|---|---|---|---|
| Kristina A. Cerniglia | 7,190 | <1% (as indicated by “*”) | Includes 4,467 options exercisable/within 60 days and 496 RSUs vesting within 60 days |
| Outstanding Director Equity (as of Dec 28, 2024) | Quantity |
|---|---|
| Options outstanding | 5,218 |
| RSUs outstanding (including any deferrals) | 1,000 |
- Anti-pledging/hedging: Prohibited; no pledges/lien on reported shares .
- Stock ownership policy compliance: All directors compliant with guidelines .
Governance Assessment
- Strengths: Independent status with audit chair responsibilities and formal “audit committee financial expert” designation; strong finance/operator background enhances oversight of financial reporting, risk, and control environment; attendance meets Board standards; equity ownership aligned with director ownership policy; anti-pledging/anti-hedging policy reduces alignment risk .
- Compensation mix: Balanced cash retainer plus equity (options/RSUs) with time-based vesting; no director performance-based equity that could bias oversight; annual Audit Chair fee appropriately compensates workload .
- Potential conflicts and monitoring:
- RED FLAG (monitor): Related-party exposure due to her CEO role at Briggs & Stratton; LFUS recorded ~$317,000 in sales to Briggs in 2024. The Nominating & Governance Committee reviewed/approved this under the Related Person Transactions Policy; magnitude is modest but requires ongoing transparency to avoid perceived conflicts given her Audit Chair role .
- Committee effectiveness: Audit Committee met 6 times and Compensation Committee 7 times in 2024, indicating active oversight cadence; regular executive sessions and majority voting structure bolster investor confidence .
- Shareholder alignment: Director ownership policy (5× retainer) and compliance; prohibition of pledging/hedging; consistent annual director equity grants support long-term alignment without pay-for-performance distortions in board oversight .
Section 16 compliance: No delinquent filings disclosed for Ms. Cerniglia; one late Form 4 noted for another director (Mr. Grillo) relating to deferred fees transactions .