Maria Green
LITTELFUSE INC /DEAbout Maria Green
Maria C. Green (age 72) is an independent director of Littelfuse, Inc., serving since 2020, with committee assignments on the Audit Committee and the Nominating & Governance Committee. She is the former Senior Vice President and General Counsel of Ingersoll-Rand plc (2015–June 2019) and previously served at Illinois Tool Works in roles culminating as SVP, General Counsel and Secretary (1997–2015). She holds a BA in sociology/economics from the University of Pennsylvania and a JD from Boston University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingersoll-Rand plc | Senior Vice President & General Counsel | 2015–June 2019 | Led global governance, strategic planning, acquisitions, and enterprise risk management |
| Illinois Tool Works (ITW) | Senior Vice President, General Counsel & Secretary; prior roles | 1997–2015 | Corporate governance, M&A, legal oversight across diversified industrial portfolio |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Tennant Company (NYSE: TNC) | Director | Since March 2019 | Not specified in LFUS proxy |
| WEC Energy Group (NYSE: WEC) | Director | Since July 2019 | Not specified in LFUS proxy |
| Fathom Digital Manufacturing (NYSE: FATH) | Director | July 2021–May 2024 (company acquired) | Ended due to acquisition |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member (not a chair) .
- Independence: Board determined she is independent under NASDAQ and SEC rules; all current directors except the CEO (Heinzmann) and new CEO (Henderson) are independent .
- Attendance: Board held 7 meetings in FY2024; all directors met at least 75% Board attendance and 100% committee attendance except Mr. Chung (85%); Maria met attendance requirements .
- Executive sessions: Regular non-management executive sessions; Lead Independent Director is William P. Noglows .
- Committee activity levels: Audit Committee (6 meetings in 2024); Nominating & Governance (5 meetings in 2024) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $95,000 | Paid in quarterly installments |
| Committee chair fees received | $0 | Not a chair; chair retainers are Audit $25k, Comp $20k, N&G $15k, Tech $10k |
| Board leadership fee | $0 | Chairman $80k; Lead Director $25k; not applicable to Green |
| Fees earned in cash (2024 actual) | $95,000 | As reported in director compensation table |
Performance Compensation
| Award Type | Grant Date | Amount/Units | Key Terms |
|---|---|---|---|
| RSUs | April 25, 2024 | 522 units; grant date fair value $117,596 | Vest 33% annually over 3 years |
| Stock Options | April 25, 2024 | 768 options; exercise price $230.39; grant date fair value $57,800 | Vest 33% annually over 3 years; expire 7 years from grant |
- Non-employee director equity mix: approximately $180,000 annual value; one-third stock options and two-thirds RSUs, granted upon election/reelection; options at FMV, 3-year vest, 7-year term; RSUs vest 33% annually over 3 years .
- 2024 total compensation: $270,396 (cash $95,000; RSUs $117,596; options $57,800), with equity representing ~65% of total (computed from reported amounts) .
Other Directorships & Interlocks
| Company | Relationship to LFUS | Interlock/Transaction |
|---|---|---|
| Tennant Company (TNC) | Unrelated per LFUS proxy | No LFUS related-party transaction disclosed involving Green |
| WEC Energy Group (WEC) | Unrelated per LFUS proxy | No LFUS related-party transaction disclosed involving Green |
| Fathom Digital Manufacturing (FATH) | Unrelated; tenure ended May 2024 | No LFUS related-party transaction disclosed involving Green |
- Related-party transactions (LFUS 2024): ATEC ($5.7M services) and Briggs & Stratton ($317k sales); neither involves Maria Green .
Expertise & Qualifications
- Global public company legal leadership; corporate governance and enterprise risk management expertise from senior GC roles at Ingersoll-Rand and ITW .
- Strategic planning and acquisitions experience; deep oversight credentials for governance committees .
- Education: BA (University of Pennsylvania), JD (Boston University School of Law) .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Shares beneficially owned | 4,052 | Less than 1% of outstanding shares |
| Options currently exercisable or exercisable within 60 days | 3,556 | Included in beneficial ownership |
| RSUs vesting within 60 days | 496 | Included in beneficial ownership |
| Deferred RSUs (Directors Plan) | 2,691 | Payable 10 days after termination of service |
| Outstanding option awards (total) | 4,307 | As of 12/28/2024 |
| RSUs outstanding (including deferrals) | 2,691 | As of 12/28/2024 |
| Shares pledged/hedged | None | Company states none of reported shares are pledged; anti-pledging and anti-hedging policy in place |
| Ownership guidelines | 5x annual retainer; 5-year compliance period | All directors in compliance per policy |
Insider Trades
| Date | Form 4 Transaction | Shares | Price | Value |
|---|---|---|---|---|
| Not disclosed in LFUS proxy | — | — | — | Section 16 compliance notes no late filings for Green in FY2024; late filing noted only for Anthony Grillo |
Governance Assessment
- Independence, attendance, and engagement: Green is independent, met attendance requirements, and serves on Audit and Nominating & Governance committees with active committee schedules (Audit: 6 meetings; N&G: 5) .
- Alignment: Director stock ownership policy requires 5x annual retainer within five years; directors, including Green, are in compliance; policy prohibits pledging and hedging; no pledges reported for any shares in the beneficial ownership table .
- Compensation design: Balanced cash/equity mix with majority equity exposure via time-vested RSUs and options (three-year vesting, seven-year option term), supporting long-term alignment without performance-based director metrics; 2024 total director compensation for Green was $270,396 .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Green; LFUS RPTs in 2024 involved ATEC and Briggs & Stratton (unrelated to Green) and were reviewed and approved by the Nominating & Governance Committee .
- Broader governance signals: 2024 Say-on-Pay received ~93% approval, indicating shareholder support for compensation governance; board maintains majority voting, mandatory retirement age, robust evaluation, and regular executive sessions with a Lead Independent Director .
RED FLAGS: None disclosed specific to Maria Green in LFUS filings (no pledging/hedging; no related-party transactions; attendance adequate). Monitoring item: multiple external public boards (TNC, WEC) for potential time-commitment risk; no conflicts disclosed in LFUS proxy .