Ryan Stafford
Executive Vice President, Mergers & Acquisitions, Chief Legal Officer and Corporate Secretary at 
LITTELFUSE INC /DE
LITTELFUSE INC /DEExecutive
About Ryan Stafford
Ryan K. Stafford is Executive Vice President, Mergers & Acquisitions, Chief Legal Officer, and Corporate Secretary of Littelfuse, appointed to his current role in June 2021; he previously also served as Chief Human Resources Officer . His pay is tightly linked to corporate sales, adjusted EPS, cash from operations, and individual performance, with 2024 results reflecting weak end markets (sales −7% YoY, adjusted EPS shortfall) but strong cash generation ($368M CFO) . Company pay-versus-performance shows CAP tracking TSR and earnings; LFUS’s value of a $100 investment was $129 in 2024 and $145 in 2023, while adjusted EPS was $7.97 and $11.75 respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Littelfuse | EVP, M&A; Chief Legal Officer; Corporate Secretary | Appointed June 2021 – present | Leads legal and M&A execution; corporate secretary responsibilities; supports sustainability governance via CLO oversight |
| Littelfuse | EVP, Chief Legal and Human Resources Officer; Corporate Secretary | Pre–June 2021 (prior role) | Consolidated legal and HR leadership; helped align talent, governance, and risk practices |
External Roles
Company filings reviewed do not list external directorships or public-company board roles for Stafford .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary (Annualized) | $571,844 | $591,859 | $609,615 |
| AIP Target Opportunity (% of base) | 80% | 85% | 85% |
| AIP Threshold / Maximum (% of base) | 40% / 176% | 42.5% / 187% | 42.5% / 187% |
| 401(k) Company Match ($) | $19,800 | $20,700 | — |
| Supplemental Plan Company Match ($) | $45,729 | $29,882 | — |
| Perquisites (“Miscellaneous”) ($) | $16,950 | $16,700 | — |
Performance Compensation
AIP Metrics & Weighting
| Metric | 2023 Weight | 2024 Weight |
|---|---|---|
| Corporate Sales | 10% | 10% |
| Adjusted EPS (AIP EPS) | 40% | 40% |
| Cash Flow from Operations | 30% | 30% |
| Individual Performance | 20% | 20% |
Corporate Results vs Targets (Base Business Operations)
| Metric | 2023 Actual | % Achievement | 2024 Actual | % Achievement |
|---|---|---|---|---|
| Corporate Sales ($M) | $2,350 | 0% | $2,191 | 0% |
| AIP EPS ($) | $11.75 | 0% | $7.97 | 0% |
| Cash from Operations ($M) | $457 | 200% | $368 | 84% |
AIP Payouts
| Metric | 2023 | 2024 |
|---|---|---|
| AIP Payout ($) | $384,279 | $227,392 (paid Mar 2025) |
| Payout as % of Target | 84.0% | 45.2% |
Equity Ownership & Alignment
Annual Equity Grants
| Metric | 2023 | 2024 |
|---|---|---|
| RSUs Granted (#) | 3,039 (grant 4/27/23); vest 33% annually over 3 years | 3,473 (grant 4/25/24); vest 33% annually over 3 years |
| Stock Options Granted (#) | 9,329 at $240.76; vest 33% annually over 3 years | 10,226 at $230.39; vest 33% annually over 3 years |
Outstanding Equity (FY year-end detail)
| Grant/Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Unvested RSUs (#) |
|---|---|---|---|---|---|
| 2019 Options | 10,206 | — | $199.24 | 4/26/2026 | — |
| 2020 Options | 16,839 | — | $132.08 | 4/23/2027 | — |
| 2021 Options | 10,023 | — | $267.84 | 4/22/2028 | — |
| 2022 Options | 6,337 | 3,169 | $231.64 | 4/28/2029 | 969 |
| 2023 Options | 3,110 | 6,219 | $240.76 | 4/27/2030 | 2,026 |
| 2024 Options | — | 10,226 | $230.39 | 4/25/2031 | 3,473 |
Beneficial Ownership, Alignment, and Pledging
| Metric | As of 2/29/2024 | As of 2/28/2025 |
|---|---|---|
| Beneficially Owned Shares (#) | 67,675 | 77,311 |
| Options currently exercisable or within 60 days (#) | 46,515 | 56,202 |
| RSUs vesting within 60 days (#) | 3,134 | 3,140 |
| Ownership % of outstanding | <1% (indicated by “*”) | <1% (indicated by “*”) |
| Shares pledged as collateral | None; company policy prohibits pledging; beneficial ownership table notes none pledged | |
| Stock ownership guideline | Required: 5,500 shares; Owned: 24,155 (2024) / 26,971 (2025); status: exceeds requirement | |
| Retention rule until compliant | Must retain 50% of net-after-tax shares from option exercise/RSU vesting until guideline met |
Insider Selling Pressure Indicators
- Options exercised: 0 in 2023 and 0 in 2024 (no exercise-related sales) .
- Shares withheld for taxes on vesting: 1,483 shares (2023) and 972 shares (2024) withheld from RSU vesting, indicating limited net share flow to market .
Employment Terms
- Contracts: No individual employment agreement disclosed for Stafford; NEO employment terms governed by incentive plans, change-of-control agreements, and Executive Severance Policy .
- Executive Severance Policy (non‑CoC termination): For Executive Vice Presidents, severance equals 1.5x base salary + target annual bonus; pro‑rated actual annual bonus for year of termination; 18 months health premium support; continuation of perquisites and up to one year outplacement, conditioned on separation agreement with non‑solicit/non‑compete protections for a specified period .
- Change‑of‑Control Agreements (effective Jan 1, 2024): If terminated without cause or for “good reason” during the two‑year service period post‑CoC, lump sum equals 2x base salary plus the greater of the three‑year average bonus or target bonus; pro‑rated bonus (greatest of target/through‑date/three‑year average); two years COBRA differential reimbursement; outplacement; equity exercisability extended per award terms .
- Equity acceleration and vesting mechanics:
- Pre‑2025 awards: RSUs fully vest upon “change in control” or eligible retirement; options fully vest upon death/disability, eligible retirement, or termination without cause within two years post‑CoC; standard 3‑month exercise window applies (longer for death; retirement) .
- 2025 awards: Double‑trigger vesting—unvested RSUs/options fully vest if, within two years following a CoC, employment is terminated without cause or (if subject to CoC agreement) by the executive for good reason .
- Clawback: Board adopted a clawback policy in Oct 2023 to recover incentive-based comp upon a restatement due to material noncompliance with financial reporting requirements .
- Anti‑hedging/anti‑pledging: Pledging and hedging of company securities prohibited, absent exceptional pre‑approval; Insider Trading Policy governs trading .
Performance & Track Record
- Strategic execution: Stafford signed and executed LFUS’s October 2025 transaction agreements (Membership Interest Purchase Agreement and related 8‑K exhibits), evidencing his direct role in M&A execution and legal oversight .
- Company performance context used for incentives:
- 2024: Sales declined 7% amid soft end markets; CFO $368M; free cash flow conversion exceeded target; capital returns of $108M (dividends and repurchases); increased dividend and closed acquisition of Dortmund 200mm wafer fab on Jan 1, 2025 .
- 2023: Sales −6%; diluted EPS down 31%; record $457M CFO; increased dividend over 8%; progressed strategic acquisitions including Western Automation and agreed wafer fab acquisition .
- Pay-versus-performance: CAP tracked TSR and earnings; value of $100 investment was $145.06 in 2023 and $129.13 in 2024; adjusted EPS $11.75 (2023) and $7.97 (2024) .
Compensation Structure Analysis
- Mix and trend: Annual equity grants are split ~50% options/~50% RSUs with 3‑year ratable vesting, keeping substantial pay at risk; no option repricing, no excise tax gross‑ups, and capped annual incentives mitigate excessive risk .
- Peer benchmarking: Target total compensation generally at 50th percentile of peer group; in 2024, Stafford’s target compensation was set ~5% above median, reflecting scope and expected contributions .
- Say‑on‑pay support: High approval sustained—~94% in 2023 and ~93% in 2024—suggests shareholder acceptance of pay design and outcomes .
Equity Ownership & Alignment (Policy and Compliance)
- Ownership guidelines: EVPs must hold shares equal to ~3x salary (translated into share requirements at policy set date); Stafford’s requirement was 5,500 shares and he owned 26,971 by Feb 26, 2025 (exceeds); retention of 50% of net shares until compliance applies .
- No pledging/hedging and none pledged in beneficial ownership tables, reinforcing alignment and reducing collateral risk .
Related Party Transactions, Legal, and Governance Red Flags
- No related-party transactions disclosed involving Stafford; Section 16(a) filing compliance notes do not cite Stafford for late filings .
- Anti‑hedging/anti‑pledging and clawback provisions in place; no option repricing; robust governance with independent compensation consultant .
Data Appendices
Nonqualified Deferred Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Executive Contributions ($) | $34,988 | $11,528 |
| Company Contributions ($) | $45,729 | $29,882 |
| Aggregate Balance ($) | $759,924 | $871,397 |
Option Exercises & Stock Vested
| Metric | 2023 | 2024 |
|---|---|---|
| Options Exercised (#) | 0 | 0 |
| RSUs Vested (#) | 3,702 (includes 1,483 withheld for taxes) | 3,134 (includes 972 withheld for taxes) |
Investment Implications
- Alignment: Strong “skin-in-the-game”—Stafford exceeds stock ownership guidelines; anti‑pledging/hedging and clawback reduce misalignment and governance risk .
- Incentive sensitivity: Heavy weighting to adjusted EPS and cash flow (plus corporate sales) means realized pay should track operating leverage and cash conversion; given 2024 zero payouts on sales/EPS and partial payout on CFO, near-term realized comp remains sensitive to macro recovery .
- Selling pressure: No option exercises in 2023–2024 and tax-withheld RSU shares suggest limited incremental selling; however, scheduled 3‑year ratable vesting creates predictable supply that should be modest relative to float .
- Retention/CoC economics: 1.5x severance under standard policy plus 2x salary+bonus under CoC protections (with double‑trigger equity vesting for 2025 awards) lowers retention risk through change events but implies potential shareholder cost if a transaction occurs .
- Execution track: Active in 2025 acquisition agreements and prior strategic deals; comp slightly above median reflects scope; pay design has high shareholder support, indicating limited governance overhang .