Tzau-Jin Chung
LITTELFUSE INC /DEAbout Tzau-Jin Chung
Independent director of Littelfuse since 2007; age 62. Founding Senior Partner at Core Industrial Partners (since 2017) with prior CEO roles at Teletrac Navman (2013–May 2016) and Navman Wireless (2007–Dec 2012), and President of the New Technologies Division at Brunswick Corporation (2002–2007). Education: BS in Electrical & Computer Engineering (UT Austin), MS in Computer Science (NC State), MBA (Duke Fuqua). The Board has affirmatively determined he is independent under NASDAQ and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teletrac Navman | President & CEO | 2013 – May 2016 | Led GPS-based fleet management solutions; operating/technology leadership cited in LFUS nomination rationale |
| Navman Wireless | CEO | 2007 – Dec 2012 | Product development and M&A experience cited in LFUS nomination rationale |
| Brunswick Corporation (NYSE: BC) | President, New Technologies Division | 2002 – 2007 | Corporate-wide strategic planning and Asia operations experience |
External Roles
| Organization | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Core Industrial Partners LLC | — | Founding Senior Partner | 2017 – Present | Private equity investor in lower/mid-market manufacturing |
| Airgain, Inc. | NASDAQ: AIRG | Director | Oct 2018 – Present | Current public company directorship |
| Fathom Digital Manufacturing Corp. | NYSE: FATH | Director | Dec 2021 – May 2024 | Board service ended at acquisition in May 2024 |
| MasterCraft Boat Holdings, Inc. | NASDAQ: MCFT | Director | Dec 2016 – Oct 2022 | Prior public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Current LFUS Committee Assignments | Compensation Committee (Chair), Nominating & Governance (Member), Technology (Member) |
| 2024 Committee Meeting Counts | Compensation: 7; Nominating & Governance: 5; Technology: 3 |
| Independence | Independent director (affirmatively determined by the Board) |
| Attendance | 2024: Board held 7 meetings; Mr. Chung attended 85% of such meetings (below perfect attendance) |
| Board Leadership/Structure | Separate Chair/CEO; Lead Independent Director (William P. Noglows); regular executive sessions without management |
| Stock Ownership Policy | Non-employee directors must hold ≥5x annual retainer within 5 years; all directors are in compliance |
| Anti-Hedging/Pledging | Prohibited by insider trading policy |
| Clawback | Board adopted clawback policy in Oct 2023; Compensation Committee oversees administration |
Fixed Compensation
| Component (Directors) | 2024 Amount / Structure |
|---|---|
| Annual cash retainer (non-employee directors) | $95,000 paid quarterly |
| Chair/Leadership fees | Compensation Chair: $20,000; Audit Chair: $25,000; Nominating & Governance Chair: $15,000; Technology Chair: $10,000; Board Chair: $80,000; Lead Director: $25,000 |
| Mr. Chung – Fees earned (2024) | $115,000 (retainer + Compensation Chair fee) |
| Reimbursements/Other | Reasonable meeting expenses; optional director education reimbursement (1 event every 3 years) |
| Mr. Chung – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $115,000 |
| All Other Compensation | $0 |
| Total Cash | $115,000 |
Performance Compensation
Directors receive time-vested equity (no performance metrics). 2024 structure: 2/3 RSUs, 1/3 stock options; RSUs and options vest one-third annually over 3 years; options carry 7-year term and are granted at fair market value.
| Mr. Chung – 2024 Equity Grants | Grant date | Quantity/Terms | Grant-date FV ($) |
|---|---|---|---|
| RSUs | Apr 25, 2024 | 522 RSUs; vest 33% annually over 3 years | $117,596 |
| Stock Options | Apr 25, 2024 | 768 options @ $230.39; vest 33% annually; 7-yr term | $57,800 |
| Mr. Chung – Outstanding Equity (as of Dec 28, 2024) | Quantity/Status |
|---|---|
| RSUs outstanding | 8,308 (includes deferred RSUs) |
| Stock options outstanding | 5,218 |
Other Directorships & Interlocks
- Current/Recent public company boards: Airgain (current), Fathom Digital (until May 2024), MasterCraft Boat (until Oct 2022). No committee roles disclosed for these boards in the LFUS proxy.
- Compensation Committee interlocks: None. During 2024, no LFUS executive served on a board whose executive sat on LFUS’s Compensation Committee.
Expertise & Qualifications
- Technical/operating/Asia expertise; product development, corporate strategy, M&A, and IT experience; cited by LFUS Board as nomination rationale.
- Education: BS (UT Austin, ECE); MS (NC State, CS); MBA (Duke Fuqua).
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Shares beneficially owned | 14,316 shares (<1% of outstanding) |
| Components within 60 days | Includes 4,467 options exercisable/within 60 days and 496 RSUs vesting within 60 days |
| Deferred RSUs | 7,308 deferred RSUs under the directors’ plan |
| Shares pledged | None of the reported shares for directors/NEOs/5% holders were pledged or in margin accounts |
| Compliance with ownership guidelines | Company states all directors are in compliance |
Governance Assessment
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Strengths
- Independent director with deep operating and M&A experience; long LFUS board tenure since 2007 supports institutional memory and oversight continuity.
- Serves as Compensation Committee Chair with authority over executive pay design, performance goal-setting, clawback oversight, and use of an independent compensation consultant—best practices that support pay-for-performance.
- Ownership alignment: directors subject to rigorous 5x retainer guideline; company states all directors are compliant; anti-hedging and anti-pledging policies in place; none of reported shares are pledged.
- Transparent director pay structure and use of time-vested equity; participation in the directors’ deferred compensation plan aligns interests over longer horizons.
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Risk indicators / Potential concerns
- Attendance: 85% attendance in 2024 (below perfect); while above typical 75% minimum expectations, this is a watch item for board engagement.
- External time commitments: concurrent role as Founding Senior Partner at a private equity firm and at least one current public company directorship may elevate time demands; however, the LFUS Board affirms his independence, and no related-party transactions involving Mr. Chung were disclosed.
- As Compensation Chair, accountability for executive pay rigor is heightened; 2024 say-on-pay support of ~93% indicates shareholder acceptance of LFUS pay practices in the most recent vote cycle.
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Conflicts/Related-party exposure
- Related party transactions disclosed in 2024 involved ATEC and Briggs & Stratton; none involved Mr. Chung. Transactions are reviewed under the Board’s Related Person Transactions Policy by the Nominating & Governance Committee.
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Shareholder engagement and controls
- Lead Independent Director structure with regular executive sessions; majority voting policy in uncontested elections; stock ownership and clawback policies; all support investor confidence in oversight processes.