William Noglows
LITTELFUSE INC /DEAbout William P. Noglows
Independent director and Lead Independent Director at Littelfuse (LFUS), age 67; director since 2007. Former Chairman, President and CEO of CMC Materials (f/k/a Cabot Microelectronics) and former executive at Cabot Corporation; B.S. in Chemical Engineering from Georgia Tech. His LFUS board roles emphasize independent oversight and compensation governance, with tenure and sector knowledge aligned to LFUS’s electronics and industrial end markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CMC Materials (Cabot Microelectronics) | Chairman of the Board | Jan 2016 – Jul 2022 | Led board during industry consolidation; prior CEO experience supports technology strategy oversight |
| CMC Materials | Executive Chairman | 2014 – Dec 2015 | Transition oversight; governance continuity |
| CMC Materials | Chairman, President & CEO | 2003 – 2014 | Grew a leading consumables supplier in semiconductor manufacturing; operational and strategic leadership |
| Cabot Corporation | EVP & General Manager | Prior to 2003 | Global operations/technology leadership |
| Education | B.S., Chemical Engineering, Georgia Institute of Technology | — | Technical foundation relevant to LFUS technology markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aspen Aerogels, Inc. (ASPN) | Director | 2014 – Present; earlier term 2011 – 2013 | Energy/industrial materials exposure; potential information flow across industrial ecosystem |
Board Governance
- Roles: Lead Independent Director; member, Compensation Committee (not Chair) .
- Independence: Board determined Noglows is independent under NASDAQ/SEC standards; regular executive sessions of independent directors occur without management .
- Attendance: Board met 7 times in FY2024; all directors met ≥75% board attendance and 100% of committee meetings except one director (Mr. Chung at 85%). Noglows met required thresholds (implicit compliance) .
- Lead Independent Director responsibilities: Convene/chair executive sessions; liaison between independent directors and CEO; supports separation of Chair/CEO roles for oversight .
- Committee governance: Required committees composed entirely of independent directors; robust annual board/committee self-evaluation process .
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director retainer (paid quarterly) | $95,000 |
| Lead Director retainer | Additional retainer for Lead Independent Director | $25,000 |
| 2024 fees earned | Noglows cash fees | $120,000 |
| Committee chair fees | Not applicable (not a committee chair) | — |
Performance Compensation
Directors receive time-based equity (not performance-vested); no TSR/financial metrics are tied to director equity.
| Grant Type | Grant Date | Shares/Units | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | Apr 25, 2024 | 768 | $230.39 | Vest 1/3 annually over 3 years | 7 years from grant |
| RSUs | Apr 25, 2024 | 522 | — | Vest 1/3 annually over 3 years | — |
- Annual director equity grant value target: ~$180,000; mix is 1/3 options, 2/3 RSUs .
- Deferral: Directors may defer cash fees and equity under the Directors Deferred Compensation Plan; deferrals invested in LFUS stock and paid upon departure or elected date .
Other Directorships & Interlocks
| Company | Relationship to LFUS | Potential Conflict/Interlock |
|---|---|---|
| Aspen Aerogels (ASPN) | No LFUS related party transactions disclosed | None identified; no LFUS-ASPEN transactions noted in 2024 related party section |
| CMC Materials (CCMP) | Prior leadership; no current role | None identified; historical role only |
- Compensation Committee Interlocks: LFUS disclosed no interlocks; Noglows served on Compensation Committee alongside independent directors; no reciprocal executive relationships .
- Related party transactions: 2024 transactions involved ATEC and Briggs & Stratton; neither implicates Noglows .
Expertise & Qualifications
- CEO and board leadership experience in semiconductor manufacturing consumables (CMC Materials) and chemical industry (Cabot), supporting LFUS oversight on technology strategy, M&A, and operations .
- Technical degree (Chemical Engineering), relevant to LFUS’s electronics and materials end markets .
- Governance experience as Lead Independent Director, enhancing independent oversight and board effectiveness .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 26,209 shares; includes 5,000 held indirectly by trust |
| Ownership % of outstanding | <1% (asterisk denotes less than 1%) |
| Within 60 days: Options exercisable | 4,467 shares |
| Within 60 days: RSUs vesting | 496 shares |
| Deferred RSUs | 1,784 units (paid ~10 days after service end) |
| Outstanding director awards (12/28/2024) | Options outstanding: 6,018; RSUs outstanding: 3,468 |
| Pledging/Hedging | None pledged; anti-pledging and anti-hedging policy in place |
| Ownership guidelines | Directors must hold 5x annual retainer; all directors (including Noglows) in compliance |
Insider Filing Compliance
| Director | Late Section 16 Filings in FY2024 | Note |
|---|---|---|
| William P. Noglows | No | Company disclosed only one late Form 4 for another director (Grillo) |
Governance Assessment
- Strengths: Independent Lead Director role and structure (separate Chair/CEO), fully independent key committees, strong attendance and executive sessions, anti-pledging/hedging, and director ownership guidelines with full compliance—supporting alignment and oversight quality .
- Compensation alignment: Director pay mix balanced between cash retainer ($120k in 2024) and equity grants with multi-year vesting; no meeting fees; equity is time-based (reduces metric gaming risk) .
- Shareholder signals: Say-on-pay support at ~93% in 2024 indicates broad investor confidence in compensation governance (applies to NEOs but reflects committee oversight quality) .
- Conflicts/Related parties: No Noglows-related transactions disclosed; compensation committee interlocks negative (none); Aspen board role not associated with LFUS transactions in 2024 .
- RED FLAGS: None identified specific to Noglows—no pledging/hedging, no related-party transactions, timely insider filings, and independent status maintained .
Overall, Noglows’ tenure, prior CEO experience, and Lead Independent Director role contribute positively to board effectiveness. No evident conflicts or attendance issues, with compensation and ownership policies aligned to shareholder interests .