DEF 14A of Littelfuse Inc /De
Filed Mar 12, 2026 · FY20250001140361-26-009256
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS The Board currently consists of nine members. All of our current directors, except for Ms. Gayla Delly, are standing for re-election. Therefore, we are asking our stockholders to elect eight directors at the annual meeting to serve a term of one year and until their successors have been duly elected and qualified. The nominees for director, all of whom are now serving as directors, are listed below together with certain biographical information as of February 26, 2025. Effective November 1, 2025, Tzau-Jin Chung assumed the role of independent Lead Director by the Board. As Ms. Delly is not standing for re-election, her term as a director of the Company will expire at the Annual Meeting. The Board thanks Ms. Delly for her service and contributions to the Company.
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Name | Position | | Kristina A. Cerniglia | Director | | Tzau-Jin Chung | Lead Independent Director | | Maria C. Green | Director | | Anthony Grillo | Director | | Gregory N. Henderson | Director | | Gordon Hunter | Chairman of the Board | | William P. Noglows | Director | | Holly B. Paeper | Director |
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR ALL
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR ALL
OF THE DIRECTOR NOMINEES
OF THE DIRECTOR NOMINEES
OF THE DIRECTOR NOMINEES
| Committee Membership: Audit Chair Compensation | Kristina A. Cerniglia, 59 | Director since 2018 | | | Ms. Cerniglia has served as Chief Executive Officer for Briggs & Stratton, a global producer of engines for outdoor power equipment, and a designer, manufacturer and marketer of lithium-ion battery, standby generator, energy storage system, lawn and garden, turf care and job site products since July 2024. Prior to that, she served as interim CEO from February 2024 and as Senior Vice President & Chief Financial Officer from June 2022 until February 2024. Before joining Briggs & Straton, Ms. Cerniglia was Senior Vice President and Chief Financial Officer for Hillenbrand, Inc. (NYSE: HI), a global diversified industrial company with multiple market-leading brands that serve a wide variety of industries across the globe, from 2014 to June 2022. Ms. Cerniglia served as Vice President and Corporate Controller and in various other capacities at Stanley Black & Decker, a global provider of power and hand tools, mechanical access solutions and electronic monitoring systems from 1997 to 2014. Ms. Cerniglia holds a bachelor’s degree in finance from Bentley College. In nominating Ms. Cerniglia for election as a director, our Board focused on her 30 years of diverse financial and industry experience and leadership as important attributes to help enhance and shape our growth strategy. | |
OF THE DIRECTOR NOMINEES
| | 2026 Proxy Statement | 5 |
OF THE DIRECTOR NOMINEES
| Committee Membership: Compensation Nominating and Governance Technology | Tzau-Jin Chung, 63 | Director since 2007 | | | Mr. Chung has served as a Founding Senior Partner of Core Industrial Partners LLC, a private equity firm investing in lower to middle market manufacturing companies in North America, since 2017. From 2013 to May 2016, Mr. Chung served as president and chief executive officer of Teletrac Navman, a global market leader in GPS-based fleet management solutions. From 2007 to December 2012, Mr. Chung was chief executive officer of Navman Wireless. Previously, Mr. Chung served as president of the New Technologies Division of Brunswick Corporation (NYSE: BC) from 2002 to 2007. Mr. Chung served on the board of directors of MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT) from December 2016 through October 2022, and has served on the board of directors of Airgain, Inc. (NASDAQ: AIRG) since October 2018, and Fathom Digital Manufacturing Corporation (NYSE: FATH) from December 2021 until its acquisition in May 2024. Mr. Chung holds a bachelor’s degree in science, electrical and computer engineering from the University of Texas – Austin, an MS in computer science from North Carolina State University and an MBA from the Fuqua School of Business at Duke University. In nominating Mr. Chung for election as a director, our Board focused on his past experience in developing new products, corporate-wide strategic planning, mergers and acquisitions, information technology and his experience with operations in Asia as important attributes for his continuing to serve as one of our directors. | | | Committee Membership: Audit Nominating and Governance Chair | Maria C. Green, 73 | Director since 2020 | | | Ms. Green served as the Senior Vice President and General Counsel of Ingersoll-Rand plc (NYSE: IR), a diversified manufacturing company, from 2015 until her retirement in June 2019. Prior to that, she served in various capacities at Illinois Tool Works (NYSE: ITW), a producer of engineered fasteners and components, equipment and consumable systems and specialty products, most recently as Senior Vice President, General Counsel and Secretary, from 1997 to 2015. Ms. Green has served on the boards of directors of Tennant Company (NYSE: TNC) since March 2019, WEC Energy Group (NYSE: WEC) since July 2019, and Fathom Digital Manufacturing Corporation (NYSE: FATH) from July 2021 until its acquisition in May 2024. Ms. Green holds a bachelor’s degree in sociology/economics from the University of Pennsylvania and Juris Doctorate from Boston University School of Law. In nominating Ms. Green for election as a director, our Board focused on her experience as a global public company leader, her comprehensive skills including strategic planning, acquisitions and enterprise risk management and her expertise in matters of corporate governance as important attributes for her continuing to serve as one of our directors. | |
OF THE DIRECTOR NOMINEES
| | 2026 Proxy Statement | 6 |
OF THE DIRECTOR NOMINEES
| Committee Membership: Audit Nominating and Governance | Anthony Grillo, 70 | Director since 1991 | | | Mr. Grillo was one of the founders of the American Securities opportunity funds established in 2005. Mr. Grillo served as Managing Director of the American Securities opportunity funds until his retirement in 2018. From 2001 through 2004, Mr. Grillo served as Senior Managing Director of Evercore Partners, Inc. (NYSE: EVR), an investment banking boutique providing advisory services to multinational corporations on significant mergers, acquisitions, divestitures, restructurings and other strategic corporate transactions, where he founded the restructuring practice for the firm. From 1999 through 2001, Mr. Grillo served as Senior Managing Director of Joseph Littlejohn & Levy, Inc., a private equity firm. From 1991 through 1999, Mr. Grillo was a Senior Managing Director of the Blackstone Group L.P. (NYSE:BX). Mr. Grillo has served on the board of directors of twenty-two closed end funds advised by Franklin Templeton Fund Adviser, LLC since November 2024. Mr. Grillo served on the board of directors of Oaktree Acquisition Corp. II (NYSE:OACB) from September 2020 until its merger with Alvotech Holdings S.A. in June 2022. He previously served on the board of directors of Oaktree Acquisition Corp. (NYSE: OAC) from June 2019 until its merger with Hims & Hers Health, Inc. in January 2021. Mr. Grillo holds a bachelor’s degree in economics as a Henry Rutgers Scholar from Rutgers University and an MBA from Wharton Business School. In nominating Mr. Grillo for election as a director, our Board focused on his past experience in the financial markets and his experience with corporate acquisitions as important attributes for his continuing to serve as one of our directors. | | | Committee Membership: Technology Chair | Gregory N. Henderson, 57 | Director since May 2023 | | | Dr. Henderson, President and Chief Executive Officer and a member of the Board of Directors. Dr. Henderson was appointed President and Chief Executive Officer effective February 10, 2025. He previously served as Senior Vice President of the Automotive & Energy, Communications, and Aerospace Group for Analog Devices, Inc. (NASDAQ: ADI), a semiconductor company specializing in data conversion, signal processing and power management technology from 2017 to 2024. Prior to this, Dr. Henderson served as the Vice President RF and Microwave Business for Analog Devices from 2014 to 2017, and as the Vice President RF and Microwave Business for Hittite Microwave Corporation until its acquisition by Analog Devices in 2014. Before joining Hittite, Dr. Henderson held various positions of increasing technical and leadership responsibility at Harris Corporation, Tyco Electronics, TriQuint Semiconductor, and IBM (NYSE: IBM). Dr. Henderson holds a bachelor’s degree in electrical engineering from Texas Tech University and a Ph.D. in electrical engineering from the Georgia Institute of Technology. In nominating Dr. Henderson for election as a director, our Board focused on his comprehensive technical skills, management experience and familiarity with our industries as important attributes for his continuing to serve as one of our directors. | |
OF THE DIRECTOR NOMINEES
| | 2026 Proxy Statement | 7 |
OF THE DIRECTOR NOMINEES
| Committee Membership: Technology | Gordon Hunter, 74 | Director since 2002 | | | Mr. Hunter has served as the Chairman of the Board since January 2018. He previously served as Executive Chairman of the Board from January 2017 through December 2017. Prior to that, Mr. Hunter served as a director from 2002 to 2003, served as Chief Operating Officer from 2003 to 2005, and served as our Chairman of the Board, President and Chief Executive Officer from 2005 until January 2017. Prior to joining Littelfuse, Mr. Hunter served as vice president, Intel communications group, and general manager, optical products group for Intel Corporation (NASDAQ: INTC) from 2002 to 2003. Prior to joining Intel in 2002, he served as president of Elo TouchSystems, a subsidiary of Raychem Corporation. Mr. Hunter also served in a variety of positions during a 20-year career at Raychem Corporation, including vice president of commercial electronics and a variety of sales, marketing, engineering and management positions. Mr. Hunter has served on the board of directors of Veeco Instruments, Inc. (NASDAQ: VECO) since 2010. He previously served on the board of directors of CTS Corporation (NYSE: CTS) from 2011 to 2022. Mr. Hunter holds a bachelor’s degree in electrical engineering from the University of Liverpool, England and an MBA from London Business School. In nominating Mr. Hunter for election as a director, our Board focused on his leadership, vision and execution as Chairman and former Chief Executive Officer in growing and reshaping the Company and setting and communicating the proper cultural and behavioral tone as important attributes for his continuing to serve as one of our directors. | | | Committee Membership: Compensation Chair | William P. Noglows, 68 | Director since 2007 | | | Mr. Noglows served as chairman of the board of CMC Materials (f/k/a Cabot Microelectronics Corporation) (NASDAQ: CCMP), a leading worldwide supplier of consumable products used in the semiconductor manufacturing process, from January 2016 to July 2022. He previously served as executive chairman of the board from 2014 until December 2015, and served as chairman, president and chief executive officer of CMC Materials from 2003 through 2014. Prior to that, Mr. Noglows served as executive vice president and general manager at Cabot Corporation (NYSE: CBT). Mr. Noglows has served on the board of directors of Aspen Aerogels, Inc. (NYSE: ASPN) since 2014, and he also served on the Aspen board from 2011 to 2013. Mr. Noglows holds a bachelor’s degree in chemical engineering from the Georgia Institute of Technology. In nominating Mr. Noglows for election as a director, our Board focused on his experience as chief executive officer of a leading public company and his expertise in developing technology as important attributes for his continuing to serve as one of our directors. | |
OF THE DIRECTOR NOMINEES
| | 2026 Proxy Statement | 8 |
OF THE DIRECTOR NOMINEES
| Committee Membership: Technology | Holly B. Paeper, 52 | Director since March 2026 | | | Ms. Paeper has served as President of Commercial HVAC Americas at Trane Technologies plc (NYSE: TT) since January 2024, where she leads a thermal management, building technologies, and energy services business, delivering innovative solutions for commercial, industrial, and data center customers. She also has served as a member of the board of directors at Mitsubishi Electric Trane US (METUS) since January 2024 and served as a member of the board of directors of LiquidStack from 2023 to 2025. Since joining Trane Technologies in 2016, Ms. Paeper has held several leadership positions, including President of the global Life Science Solutions business (2021-2024) and held Vice President and General Manager roles within the Commercial HVAC business (2016–2021). Prior to joining Trane Technologies, Ms. Paeper held executive leadership roles in general management, M&A, strategy, product management, and marketing at Corning Incorporated (NYSE: GLW), Eaton Corporation plc (NYSE: ETN), and Intel. Ms. Paeper holds a Bachelor of Science in Electrical Engineering from the University of Minnesota – Institute of Technology and a Master of Business Administration from the University of Minnesota – Carlson School of Management. In nominating Ms. Paeper, our Board emphasized her leadership experience at a large public company, her track record driving organic and inorganic growth and innovation, and her background in industrial, high-tech, and energy markets. | |
Director Compensation
Director Compensation For the 2025 fiscal year, non-employee directors received an annual retainer of $95,000, paid in quarterly installments, plus reimbursement of reasonable expenses relating to attendance of meetings. Our directors are also reimbursed for the costs associated with attending one continuing education program every three years. No fees are paid to directors who are employee directors. Additional annual retainers are paid to our Board leadership, as shown below:
Director Compensation
| Board Leadership Role | Annual Retainer | | Board Chairman | $80,000 | | Lead Director | $25,000 | | Audit Committee Chairperson | $25,000 | | Compensation Committee Chairperson | $20,000 | | Nominating and Governance Committee Chairperson | $15,000 | | Technology Committee Chairperson | $10,000 |
Director Compensation
In addition to cash compensation, each non-employee director received an annual equity grant under the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended by the First Amendment to the Littelfuse, Inc. Long-Term Incentive Plan (the “Long-Term Plan”) valued at approximately $180,000. The equity grant is comprised of restricted stock units (“RSUs”) that are granted upon the non-employee director’s election or re-election to the Board at the Company’s annual meeting and that vest on the earlier of the first anniversary of the grant date or the date of the annual meeting of stockholders held in the next consecutive year after the year of the grant date. Beginning in 2025, directors receive dividend equivalents on unvested restricted stock units. Dividend equivalents are credited as additional units and are paid only if and when the underlying restricted stock units vest. On April 24, 2025, each non-employee director then in office was granted 1,019 RSUs. Upon recommendation of our independent compensation consultant, for the 2026 fiscal year the following changes were made to non-employee director compensation to better align with our peer group’s practices:
Director Compensation
| ◼ | Non-employee annual retainer was increased from $95,000 to $100,000 |
Director Compensation
| ◼ | Board Chairman annual retainer was increased from $80,000 to $100,000 |
Director Compensation
| ◼ | Lead Director annual retainer was increased from $25,000 to $30,000 |
Director Compensation
| ◼ | Annual equity grant value was increased from $180,000 to $190,000 |
Director Compensation
Non-employee directors may elect to defer receipt of their cash fees under the Littelfuse Deferred Compensation Plan for Non-employee Directors (the “Directors Plan”) and defer payout of their equity grants and any related dividend distributions. All deferrals are deposited with a third-party trustee, where they (and any distributions
Director Compensation
| | 2026 Proxy Statement | 9 |
Director Compensation
thereon) are invested in Littelfuse common stock. Deferrals under the Directors Plan are generally paid out when the director ceases to be a director or on the date specified by the director at the time of the non-employee director’s deferral election. Deferred payments owed to Mr. Hunter as a result of his prior service as a non-employee director are not expected to be triggered until he ceases to be a director, at which time they may be required by law to be delayed an additional six months following his separation if at that time he is determined to hold the status of a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended. The following table sets forth compensation earned by or paid to non-employee directors during 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards(2) | All Other Compensation ($) | Total | | Kristina A. Cerniglia | $120,000 | $179,935 | $0 | $0 | $299,935 | | Tzau-Jin Chung | $115,829 | $179,935 | $0 | $0 | $295,764 | | Gayla J. Delly (3) | $95,000 | $179,935 | $0 | $0 | $274,935 | | Maria C. Green | $97,486 | $179,935 | $0 | $0 | $277,421 | | Anthony Grillo (4) | $107,514 | $179,935 | $0 | $0 | $287,449 | | Gregory N. Henderson (5) | $10,556 | $0 | $0 | $0 | $10,556 | | Gordon Hunter | $175,000 | $179,935 | $0 | $0 | $354,935 | | William P. Noglows | $119,171 | $179,935 | $0 | $0 | $299,106 |
Director Compensation
| (1) On April 24, 2025, each director, then serving in office, received an annual RSU award of 1,019 shares of common stock. The amounts shown reflect the grant date fair value of restricted stock unit awards computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for fiscal year ended December 27, 2025. Directors receive dividend equivalents on unvested restricted stock units. Dividend equivalents are credited as additional units and are paid only if and when the underlying restricted stock units vest. The value of these dividend equivalents is included in the grant date fair value of stock awards reported. As of December 27, 2025, each director held the following outstanding RSUs (including RSUs that have been deferred under the Long-Term Plan and any additional RSUs credited as dividend equivalents): Ms. Cerniglia, 1,532 shares; Mr. Chung, 8,840 shares; Ms. Delly, 1,464 shares; Ms. Green, 3,719 shares; Mr. Grillo, 2,480 shares; Mr. Hunter, 1,532 shares; and Mr. Noglows, 4,000 shares. |
Director Compensation
| (2) In 2025, we transitioned away from granting stock options as part of our director compensation program to better align with prevailing market practices and our long-term stockholder objectives. As of December 27, 2025, each director held the following outstanding option awards: Ms. Cerniglia, 5,218 shares; Mr. Chung, 2,875 shares; Ms. Delly, 1,172 shares; Ms. Green, 4,307 shares; Mr. Grillo, 5,218 shares; Mr. Hunter, 5,218 shares; and Mr. Noglows, 5,218 shares. |
Director Compensation
| (3) Ms. Delly is not standing for re-election at the upcoming annual meeting. |
Director Compensation
| (4) Fees earned by Mr. Grillo include amounts deferred under the Directors Plan. |
Director Compensation
| (5) Effective February 10, 2025, Dr. Henderson was appointed President and Chief Executive Officer of Littelfuse, Inc. The amounts reported in the Director Compensation Table reflect compensation earned for service as a non-employee director prior to the effective date of the appointment. Following the appointment, Dr. Henderson no longer participates in the non-employee director compensation program. |
Director Compensation
| | 2026 Proxy Statement | 10 |
Meetings held in 2025: 10
| ◼ | Review and recommend to the Board for its consideration and determination the director compensation fees and equity-based awards. |
Termination and Severance Arrangements
Termination and Severance Arrangements During fiscal year 2025, the Company experienced several executive transitions, some of which resulted in severance arrangements for certain NEOs. These arrangements were made in accordance with the terms of individual agreements and the Company’s Executive Severance Policy. David W. Heinzmann retired as President and Chief Executive Officer effective February 2025. In connection with his retirement, Mr. Heinzmann entered into an agreement with the Company, pursuant to which he continued in employment as Special Advisor to the Chief Executive Officer through August 10, 2025. Meenal A. Sethna transitioned from her role as Executive Vice President and Chief Financial Officer effective June 2025 in connection with an agreement for separation from service. Ms. Sethna continued as a Special Executive Advisor through September 1, 2025. Ms. Sethna entered into a letter agreement with the Company in connection with her separation from the Company, which provided for severance benefits in accordance with the Executive Severance Policy. For purposes of the Company’s Executive Severance Policy, Ms. Sethna’s separation of service is treated as a termination without cause. Chad Marak transitioned from his role as Senior Vice President and General Manager, Semiconductor Business effective August 2025 in connection with an agreement for separation from service. Mr. Marak continued as a Strategic Advisor through October 1, 2025. Mr. Marak entered into a letter agreement with the Company in connection with his separation from the Company, which provided for severance benefits in accordance with the Executive Severance Policy. For purposes of the Company’s Executive Severance Policy, Mr. Marak’s separation of service is treated as a termination without cause. Ryan K. Stafford is transitioning from his role as Executive Vice President, Chief Legal Officer and Corporate Secretary effective April 30, 2026 in connection with an agreement for separation from service. Mr. Stafford entered into a letter agreement with the Company dated January 7, 2026 in connection with his separation from the Company, which provides for severance benefits in accordance with the Executive Severance Policy. For purposes of the Company’s Executive Severance Policy, Mr. Stafford’s separation of service is treated as a termination without cause. The severance arrangements for these NEOs are further described in the Compensation tables and related footnotes beginning on page 42.
Total Rewards Philosophy
| ◼ | Reward executives based upon our financial performance at levels competitive with peer companies; and |
Best Practices in Compensation Governance
| ✔ What We Do | ◼ Pay for performance and allocate individual awards based on actual results ◼ Provide an appropriate mix of short-term and long-term compensation ◼ Require stock ownership and retention of a significant portion of equity-based awards ◼ Prohibit pledging and speculative trading of company securities ◼ Engage an independent compensation consultant ◼ Annually assess and mitigate compensation risk ◼ Limit the annual incentive cash payout amounts and annual equity grants to any individual executive officer in a given year | | ✘ What We Don’t Do | ◼ No multi-year guaranteed incentive awards for executive officers ◼ No excise tax gross ups upon change in control payments and benefits ◼ No discounts, reloading or re-pricing stock options ◼ No incentives that encourage excessively risky behavior ◼ No excessive perquisites |
Allocation between Short-Term and Long-Term Compensation
Allocation between Short-Term and Long-Term Compensation The allocation between short-term and long-term compensation is based primarily on competitive market practices relative to base salaries, annual incentive awards and long-term incentive values, as opposed to a targeted allocation between short-term and long-term pay. We also consider certain internal factors that may cause us to target a particular element of a NEO’s compensation differently. These internal factors may include the NEO’s operating responsibilities, management level and tenure and performance in the position. We consider the total compensation to be delivered to individual NEOs, and as such, exercise discretion in determining the portion allocated to annual and long-term incentive opportunity. We believe that this “total compensation” approach provides the ability to align pay decisions with the short-term and long-term needs of the business and the interests of our stockholders. It also allows for the flexibility needed to recognize differences in performance of each NEO by providing differentiated pay.
Benchmarking
Benchmarking Competitive compensation levels for our executive officers are in part established through the review of competitive market compensation data provided by the Compensation Committee’s independent compensation
Benchmarking
| | 2026 Proxy Statement | 27 |
Benchmarking
consultant. This review includes base salary, annual incentive opportunities and long-term incentive opportunities for comparable companies. In 2023, we selected an industry compensation peer group as a source to evaluate compensation levels for the 2024 and 2025 fiscal years. The compensation peer group consisted of 19 publicly traded companies of reasonably similar size to us in the electronic equipment, the electronic components and equipment industry and the semiconductor/semiconductor equipment and manufacturing industry, representing different segments of our business. The current compensation peer group is set forth below:
Benchmarking
| Advanced Energy Industries, Inc. (AEIS) | Methode Electronics, Inc. (MEI) | | Ametek, Inc. (AME) | ON Semiconductor Corporation (ON) | | Belden, Inc. (BDC) | OSI Systems, Inc. (OSIS) | | Cirrus Logic, Inc. (CRUS) | Qorvo, Inc. (QRVO) | | Coherent Corp (f/k/a II-VI, Inc.) (COHR) | Rogers Corp (ROG) | | Diodes Incorporated (DIOD) | Sensata Technologies Holding PLC (ST) | | Gentex Corporation (GNTX) | Synaptics Inc (SYNA) | | Gentherm, Incorporated (THRM) | TTM Technologies, Inc. (TTMI) | | Hubbell Incorporated (HUBB) | Visteon (VC) | | Knowles Corp (KN) | |
Benchmarking
As part of its ongoing review of the compensation peer group, the Compensation Committee approved updates to the compensation peer group for the 2026 fiscal year. This new peer group positions Littelfuse around the median of the peer group based on revenue. The following group will be used to evaluate 2026 compensation decisions for our NEOs:
Benchmarking
| Ametek, Inc. (AME) | ON Semiconductor Corporation (ON) | | Belden, Inc. (BDC) Cirrus Logic, Inc. (CRUS) | OSI Systems, Inc. (OSIS) Powell Industries, Inc. (POWL) * | | Coherent Corp (f/k/a II-VI, Inc. (COHR) | Qorvo, Inc. (QRVO) | | Diodes Incorporated (DIOD) Gentex Corporation (GNTX) | Rogers Corp (ROG) Semtech Corp (SMTC) * | | Gentherm, Incorporated (THRM) | Sensata Technologies Holding PLC (ST) | | Hubbell Incorporated (HUBB) | Synaptics Inc (SYNA) | | Knowles Corp (KN) | TTM Technologies, Inc. (TTMI) | | | Visteon (VC) |
Benchmarking
| * Indicates a new peer group company for 2026 compensation decisions |
Benchmarking
The raw data derived from each company in the compensation peer group was size-adjusted to approximate our revenues for the corresponding fiscal year. The total compensation for our NEOs is generally targeted at the 50th percentile of the competitive market data. In 2025, the Compensation Committee awarded total target compensation to Messrs. Henderson, Khandelwal, Stafford, Nayar and Kim that was -1%, +5%, +8%, +22%, and +7%, respectively, in relation to the median of our peer group. Target total compensation for Messrs. Heinzmann and Marak and Ms. Sethna are not included, as they were not employed for the full year. In setting the compensation of our NEOs in 2025, the Compensation Committee considered the individual scope of responsibility of each NEO, each NEO’s historical compensation levels, the NEO’s years of experience, the NEO’s past, and expected future contributions to our success, market practice, internal equity considerations and individual performance. Additional information regarding the components of total compensation for our NEOs is discussed below under “Components of Total Compensation.”
Annual Compensation Process
Annual Compensation Process The Compensation Committee reviews industry data and performance results presented by its independent compensation consultant in determining the appropriate aggregate and individual compensation levels for the year. In conducting its review, the Compensation Committee considers quantitative performance results, the overall need of the organization to attract, retain and motivate the executive team, and the total cost of compensation programs. The Compensation Committee reviews base salaries annually and changes them when it determines appropriate. The approval of incentive awards for NEOs under the Littelfuse, Inc. Annual Incentive Plan (the “Annual Incentive
Annual Compensation Process
Plan”) for the preceding year and the terms of the incentive awards for NEOs for the current year are approved by the Compensation Committee at its January or February meeting. Long-term equity compensation is granted by the Compensation Committee and the full Board at the April meeting. The Compensation Committee oversees the administration of the Company’s equity-based programs and makes recommendations to the Board for its consideration and approval of equity awards to be made to the CEO and other executive officers. The Compensation Committee has delegated authority to the CEO to grant equity awards to other non-executive officer employees. Ratification of grants for any non-executive officers who are newly-hired or promoted during the course of the year generally occurs at the Compensation Committee meeting immediately following the hiring or promotion, as applicable.
Management and Consultants
| ◼ | Compensation program design: Management makes recommendations in consultation with the independent compensation consultant on compensation program design and pay levels and implements the compensation programs approved by the Board. |
Management and Consultants
| ◼ | Develop performance measures: Management identifies appropriate performance measures, recommends performance targets that are used to determine annual awards, and develops individual performance objectives for each NEO. |
Management and Consultants
| ◼ | Compile competitive market data: Management works with the independent compensation consultant in compiling compensation information and preparing the data for presentation to the Compensation Committee. |
Compensation Risk
| ◼ | Our annual incentive program awards are capped to limit compensation in any given year; |
Compensation Risk
| ◼ | Our equity incentive awards vest over several years, so taking excessive risk for a short-term gain is discouraged because it would not maximize the value of equity incentive awards over the long-term; |
Compensation Risk
| ◼ | PSUs have been added to the current year long-term incentive grant, which generate value only when the Company’s total stockholder return (“TSR”) exceeds that of index companies, further aligning executive compensation with long-term performance and stockholder interests; and |
Components of Total Compensation
| Compensation Component | Purpose | Pay Mix Methodology | | Base Salary | Designed to attract, retain and motivate highly-qualified executives by paying a competitive salary. | Annualized base salary as of 12/27/2025. | | Short-Term Incentive – Annual Incentive Plan (cash awards) | Designed to provide a performance-based cash reward to executives and key employees of the Company for contributing to the achievement of our short-term company goals. | Based on an annualized target amount as a percentage of base pay. • Incentives, if earned, are typically paid in Q1 following the performance year. | | Long-Term Incentive Plan (PSU and RSU awards) | Designed to emphasize the goals of our equity compensation: (1) align each NEO’s financial interests with driving stockholder value; (2) focus the NEOs’ efforts on long-term financial performance of the Company; and (3) assist in the retention of our NEOs. • PSU awards - Generate value only when the Company’s TSR exceeds that of index companies, further aligning executive compensation with long-term performance and stockholder interests. Dividend equivalents, if any, are paid only to the extent the underlying PSU awards vest, further aligning NEO interests with long-term stockholder value. • RSU awards - Value of these awards increases if the Company’s stock price increases from stock price on the date of grant, and the value of these awards decreases if the stock price declines from stock price on the date of grant and aligns to interests of stockholders. Dividend equivalents are credited on unvested RSUs and are paid only upon vesting, ensuring that NEOs benefit from dividends only to the extent they earn the underlying RSUs, further reinforcing alignment with stockholder interests. | Based on 2025 annual grant value of long-term incentives. • Grants awarded are comprised of 50% PSUs and 50% RSUs. | | Health and Welfare Programs and Perquisites | Designed to provide competitive levels of health and welfare protection and retirement and savings programs. | | | Retirement and Post-Employment Arrangements | | |
Components of Total Compensation
| B. | Annual Incentive Plan |
Components of Total Compensation
In January 2014, our Compensation Committee and our Board approved the Annual Incentive Plan and on April 25, 2014, our stockholders approved the Annual Incentive Plan (“AIP”). Administration: The Compensation Committee establishes, after (1) consulting with our CEO and CHRO, (2) reviewing the compensation peer group information and other information and advice of the independent compensation consultant and (3) discussing the financial goals and targets of the Company for the next fiscal year with our CEO and our CFO, the threshold, target and maximum amounts that may be awarded under the AIP to each
Components of Total Compensation
NEO for the fiscal year. The annual target amounts are set as percentages of each NEO’s base salary and the maximum amounts for 2025 were set at the percentages set forth below. Determination of eligible AIP amounts: Our AIP is intended to compensate NEOs for their short-term contributions to the Company’s performance. Annual incentive awards to NEOs are granted based on the NEOs’ and the Company’s performances and are approved by the Compensation Committee and recommended to the full Board for approval. While one factor the Compensation Committee considers regarding the compensation of our NEOs is where that compensation falls in relation to the 50th percentile of the total compensation of our compensation peer group, it does not necessarily match our annual incentive awards against a certain percentile of the compensation peer group and it considers other factors, such as internal equity considerations, executive experience and the years of service of the NEO, in setting the targets as a percent of base salary. It sets the threshold, target and maximum amounts for the AIP so that, if earned, we pay sufficient total annual compensation to remain competitive. Effective January 1, 2024, the AIP was amended and restated to (i) increase to $5,000,000 the maximum incentive amount that may be paid to an employee for a performance period, (ii) remove references to Section 162(m) given the elimination of the performance-based compensation exception as a result of the enactment of the Tax Cuts and Jobs Act of 2017 for tax years beginning on or after January 1, 2018, and make related adjustments to affected provisions, (iii) allow the Compensation Committee the discretion to adjust any awards upward, as well as downward, for any plan participant, including NEOs, and (iv) clarify that payments received under the AIP are subject to certain “clawback” rights in favor of the Company, including pursuant to the Company’s clawback policy, which is described on page 40. Beginning with the 2026 performance year, the Compensation Committee has approved a change to the Annual Incentive Plan such that 100% of the annual incentive metrics will be based on business performance metrics. The individual KPI metric, which previously comprised a portion of the annual incentive calculation, will be eliminated. This change is intended to further align annual incentive awards with Company-wide business objectives and performance, and will apply to all plan participants, including NEOs. The following table summarizes the AIP opportunity percentages for the NEOs for 2025. Mr. Heinzmann did not have a 2025 AIP opportunity as a result of his retirement early in the 2025 fiscal year.
Components of Total Compensation
| | 2025 AIP Target Opportunity (as a % of 2025 Base Salary) | | | | Name | Threshold | Target | Maximum | | Gregory N. Henderson | 62.5% | 125.0% | 275.0% | | David W. Heinzmann | N/A | N/A | N/A | | Abhishek Khandelwal | 42.5% | 85.0% | 187.0% | | Meenal A. Sethna | 42.5% | 85.0% | 187.0% | | Ryan K. Stafford | 42.5% | 85.0% | 187.0% | | Chad Marak | 35.0% | 70.0% | 154.0% | | Deepak Nayar | 40.0% | 80.0% | 176.0% | | Peter Kim | 32.5% | 65.0% | 143.0% |
Components of Total Compensation
| Name | AIP Corporate Sales | AIP Earnings per Share | AIP Cash Flow from Operations | Applicable Business Unit Metrics | Individual Performance | | Gregory N. Henderson | 30% | 30% | 20% | N/A | 20% | | David W. Heinzmann | N/A | N/A | N/A | N/A | N/A | | Abhishek Khandelwal | 30% | 30% | 20% | N/A | 20% | | Meenal A. Sethna | 30% | 30% | 20% | N/A | 20% | | Ryan K. Stafford | 30% | 30% | 20% | N/A | 20% | | Chad Marak | 10% | 0% | 10% | 60% | 20% | | Deepak Nayar | 10% | 0% | 10% | 60% | 20% | | Peter Kim | 10% | 0% | 10% | 60% | 20% |
Components of Total Compensation
| (1) The performance metrics were determined as follows: |
Components of Total Compensation
| ◼ | AIP Corporate Sales – represents our 2025 net sales as reported in our audited financial statements adjusted to exclude the Basler acquisition. |
Components of Total Compensation
| ◼ | AIP EPS – represents our 2025 AIP net income, as described below, divided by our diluted weighted-average shares and equivalent shares outstanding. “AIP net income” is calculated as our GAAP net (loss) income, as reported in our audited financial statements, excluding the after-tax impact of the following items: acquisition and integration costs; restructuring, impairment and other charges; non-operating foreign exchange gains and losses; the Basler acquisition and certain other significant and unusual items. |
Components of Total Compensation
| ◼ | AIP Cash flow from Operations – represents our 2025 cash flow from operations, as reported in our audited financial statements. |
Components of Total Compensation
| | AIP Target | | AIP Maximum | 2025 AIP Payout (Paid in March 2026) | | | Name | % of Base Salary (1) | Amount ($) | Amount ($) | % of AIP Target | Amount of AIP Payout ($) | | Gregory N. Henderson (2) | 125% | $1,113,014 | $1,958,880 | 154.8% | $1,722,945 | | David W. Heinzmann (3) | N/A | N/A | N/A | N/A | N/A | | Abhishek Khandelwal (2) | 85% | $298,199 | $771,771 | 154.8% | $461,611 | | Meenal A. Sethna (4) | 85% | $545,766 | $1,200,686 | 148.8% | $542,883 | | Ryan K. Stafford | 85% | $518,173 | $1,139,980 | 148.8% | $771,041 | | Chad Marak (4) | 70% | $320,741 | $705,631 | 116.5% | $280,504 | | Deepak Nayar | 80% | $429,154 | $944,138 | 170.9% | $733,424 | | Peter Kim | 65% | $268,450 | $590,590 | 91.7% | $246,169 |
Components of Total Compensation
| (1) For AIP purposes, incentive opportunities are based on our NEO’s 2025 annualized base salary. |
Components of Total Compensation
| (2) Messrs. Henderson and Khandelwal’s AIP Target amounts are prorated to reflect their hire dates, and the prorated values shown represent their actual AIP opportunities originally in effect. |
Components of Total Compensation
| (3) Mr. Heinzmann did not receive a 2025 AIP payout due to his termination of employment during the 2025 fiscal year. |
Components of Total Compensation
| (4) For Ms. Sethna and Mr. Marak, the AIP Target %, AIP Target Amount, and AIP Maximum Amount shown in the table reflect their original (non-prorated) AIP opportunities. The amounts paid were based on prorated AIP Targets as part of their severance arrangements. |
Components of Total Compensation
2026 Annual Incentive Plan: At the January 2026 Compensation Committee meetings, the Compensation Committee approved the annual incentive plan structure, performance goal weights, the NEOs’ target annual incentive plan opportunity percentages, and the 2026 financial performance goals under the 2026 AIP for Dr. Henderson and Messrs. Khandelwal, Nayar and Kim. The goals were set commensurate with budget with an attainable growth plan considering the challenging end market environment. While the same performance metrics used in 2025 will apply for the 2026 plan year, the Committee approved two changes for 2026: (i) the individual performance metric was removed, resulting in an annual incentive program weighted 100% on business performance metrics, and (ii) the cash metric was replaced with a free cash flow conversion as a percentage of net income metric. The following table summarizes each NEO’s AIP target opportunity, as a percentage of base salary or the NEOs:
Components of Total Compensation
| | 2026 AIP Opportunity (as a % of 2026 Base Salary) | | | | Name | Threshold | Target | Maximum | | Gregory N. Henderson | 62.5% | 125.0% | 250.0% | | Abhishek Khandelwal | 42.5% | 85.0% | 170.0% | | Deepak Nayar | 40.0% | 80.0% | 160.0% | | Peter Kim | 35.0% | 70.0% | 140.0% |
Components of Total Compensation
| C. | Long-Term Incentive Compensation |
Components of Total Compensation
In 2025, the Company introduced Performance Share Units (PSUs) awards into its long-term incentive program in lieu of option grants to further strengthen the alignment between executive compensation and stockholder value creation. These PSU awards are subject to a three-year cliff vesting schedule and are earned based on the Company’s relative total shareholder return (TSR) performance relative to a defined index over the performance period. The defined index for the 2025 PSU awards consisted of the Russell 3000 Index. Dividend equivalents are credited on unvested PSUs and are paid only to the extent the underlying PSUs vest. At the time of the grant, a target number of PSUs is awarded, representing the total potential award if target performance is met at the end of the performance period. The payout depends on the level of performance achieved, assessed at three levels:
Components of Total Compensation
| ◼ | Threshold performance at the 25th percentile results in a payout equal to 50% of the target number of shares. |
Components of Total Compensation
| ◼ | Target performance at the 50th percentile results in a payout equal to 100% of the target number of shares. |
Components of Total Compensation
| ◼ | PSU awards generally provide a maximum payout of 200% of target shares for performance at or above the 75th percentile. The PSU award granted to Dr. Henderson on February 10, 2025 allows for a maximum payout of 250% of target shares for performance at or above the 90th percentile. |
Components of Total Compensation
| ◼ | For performance levels that fall between these points, payouts are calculated using linear interpolation. If the threshold performance is not met, there is no payout. |
Components of Total Compensation
| ◼ | Notwithstanding the foregoing, the number of shares that will vest in respect of the PSUs shall not exceed 100% of target if the Company’s TSR for the performance period is negative. |
Components of Total Compensation
Payments received under the PSU program are subject to certain “clawback” rights in favor of the Company, including those outlined in the Company’s clawback policy, which is described on page 40. Consistent with prior years’ practice, the Compensation Committee also awarded RSUs which vest one-third annually over a three-year vesting period. Dividend equivalents are credited on unvested RSUs and are paid only upon vesting, ensuring that NEOs benefit from dividends only to the extent they earn the underlying RSUs. Administration: The Compensation Committee reviews the compensation peer group information, the advice of the independent compensation consultant and, for NEOs other than the CEO, the recommendation of our CEO and our CHRO with respect to the NEOs’ long-term incentive grants of PSUs and RSUs. The Compensation Committee makes recommendations to the Board, other than the CEO, for the grant of PSUs and RSUs to the NEOs. Determination of amounts: We target total equity compensation awards at the 50th percentile of our compensation peer group, although we also take into account other factors, such as years of experience and internal pay equity considerations, when determining total equity compensation. In 2025, based on a valuation performed by the independent compensation consultant, the Compensation Committee determined that 50% of the value of the equity awards would be made in PSUs and 50% would be made in RSUs. In addition to the annual long-term incentive awards, the Compensation Committee may, from time to time, approve off-cycle equity grants to executive officers for purposes such as retention, promotion/new hire, or to recognize exceptional performance. In fiscal year 2025, off-cycle grants were made to Ms. Sethna and Messrs. Stafford, Marak and Kim. These awards were made in connection with the CEO transition and to enhance retention and leadership continuity during that period. In determining the award amounts, the Compensation Committee considered several factors including the competitive market for talent, the NEOs total target compensation and total outstanding equity. In further support of these retention objectives, the Committee approved longer vesting schedules for these awards, which will vest in full on the third anniversary of the grant date. The Committee believes these grants furthered stockholders’ interests by promoting a smooth and stable transition in executive leadership. The Committee also approved sign-on equity awards for Dr. Henderson and Mr. Khandelwal in connection with their recruitment. The sign-on grant awarded to Dr. Henderson was 100% performance-based, reinforcing alignment with stockholder value creation from the outset of his tenure. The sign-on grant awarded to Mr. Khandelwal was reflective of two components; $1.3M was a pro-rated award in place of his 2025 annual award and $2.0M was a make-whole award
Components of Total Compensation
that was economically equivalent to what was forfeited from his prior employment. Mr. Khandelwal’s grant was split 50% performance-based and 50% restricted stock units. As part of the annual grant of long-term compensation in April, as well as sign-on and off-cycle equity awards granted during 2025, the restricted stock unit awards and performance stock unit awards granted to each NEO are set forth below.
Components of Total Compensation
| Name | RSU Award | RSU Vesting Schedule (1) | PSU Award | PSU Vesting Schedule (2) | Grant Type (3) | Grant Date | | Gregory N. Henderson | — | — | 29,822 | 3-year cliff | Sign-On | 2/10/2025 | | | 12,884 | 3-year vest | 12,884 | 3-year cliff | Annual | 4/24/2025 | | David W. Heinzmann | — | — | — | — | — | — | | Abhishek Khandelwal | 7,523 | 3-year vest | 7,523 | 3-year cliff | Sign-On | 6/18/2025 | | Meenal A. Sethna | 2,661 | 3-year cliff | — | — | Off-Cycle | 1/23/2025 | | Ryan K. Stafford | 2,534 | 3-year cliff | — | — | Off-Cycle | 1/23/2025 | | | 4,661 | 3-year vest | 4,661 | 3-year cliff | Annual | 4/24/2025 | | Chad Marak | 4,253 | 3-year cliff | — | — | Off-Cycle | 1/10/2025 | | | 2,400 | 3-year vest | 2,400 | 3-year cliff | Annual | 4/24/2025 | | Deepak Nayar | 3,646 | 3-year vest | 3,646 | 3-year cliff | Annual | 4/24/2025 | | Peter Kim | 4,253 | 3-year cliff | — | — | Off-Cycle | 1/10/2025 | | | 2,163 | 3-year vest | 2,163 | 3-year cliff | Annual | 4/24/2025 |
Components of Total Compensation
| (1) 2025 grant of RSUs vest in annual installments of 33% on each of the first three anniversaries of the grant date, or 100% on the third anniversary of the grant date, as noted. |
Components of Total Compensation
| (2) 2025 grant of PSUs vest 100% on the third anniversary of the grant date, subject to the Company’s TSR performance relative to a defined index over the performance period. |
Components of Total Compensation
| (2) Includes direct and indirect ownership of beneficially owned shares and unvested restricted stock/units, and accrued dividend equivalents associated with such unvested awards. |
Components of Total Compensation
Post-Employment Arrangements Change in Control Agreements Each of the NEOs has entered into a change of control agreement with the Company that provides certain payments and benefits on termination of employment in connection with a change of control of the Company. Additional information including the terms of our NEO’s change of control agreements is included on page 51. Employment Contracts We have not entered into an employment agreement with any NEO, other than (i) a Letter Agreement with Mr. Heinzmann, effective January 1, 2017 in connection with his assumption of the President and Chief Executive Officer role, (ii) a Letter Agreement with Mr. Heinzmann effective January 10, 2025 in connection with his retirement, and (iii) a Letter Agreement with Dr. Henderson effective January 10, 2025, in connection with his assumption of the President and Chief Executive Officer role. Additionally, we have entered into Letter Agreements with each of Ms. Sethna and Mr. Marak, dated April 8, 2025, and August 26, 2025, respectively, in connection with their separation of employment with the Company, and a Letter Agreement, dated January 7, 2026, with Ryan Stafford in connection with his upcoming separation of employment with the Company. Pursuant to Mr. Heinzmann’s Letter Agreement effective January 1, 2017, Mr. Heinzmann’s base salary was $700,000 for 2017 and his target bonus was set at 90% of base salary. In addition, the Letter Agreement provided for the grant of restricted stock units having a grant date value of $1,050,000, that vested entirely on the third anniversary of the grant. Pursuant to Mr. Heinzmann’s Letter Agreement, effective January 10, 2025, in connection with his retirement, he continued in employment as Special Advisor to the Chief Executive Officer for an initial six-month term. Under the terms of the agreement, Mr. Heinzmann continued to receive his base salary at the then- current rate but did not participate in the Company’s 2025 annual incentive plan and did not receive any equity compensation awards in 2025. Pursuant to Dr. Henderson’s Letter Agreement effective January 10, 2025, Dr. Henderson’s base salary is $1,000,000 for 2025 and his target bonus is set at 125% of base salary. Dr. Henderson also received an initial performance share award on February 10, 2025 with a target value of $7,000,000 and which will fully vest at the conclusion of a three year period. In addition, Dr. Henderson entered into a change of control agreement consistent with the terms described on page 51. Pursuant to Ms. Sethna’s Letter Agreement, dated April 8, 2025, Ms. Sethna’s separation from employment was effective September 1, 2025, and Ms. Sethna received certain severance benefits pursuant to the Company’s Executive Severance Policy comprised of (1) a lump sum cash payment; (2) a prorated cash bonus under the AIP for 2025; and (3) continuation or reimbursement of certain welfare benefits and fringe benefits for limited transitional periods following termination. Additionally, pursuant to Ms. Sethna’s Letter Agreement, the Company accelerated vesting of 50% of the restricted stock units granted to Ms. Sethna on January 23, 2025. Pursuant to Mr. Marak’s Letter Agreement, dated August 26, 2025, Mr. Marak served as a Strategic Advisor until his separation from employment was effective October 1, 2025, and received certain severance benefits pursuant to the Company’s Executive Severance Policy, comprised of a prorated cash bonus under the AIP for 2025 and continuation or reimbursement of certain welfare benefits and fringe benefits for limited transitional periods following termination. Pursuant to Mr. Stafford’s Letter Agreement, dated January 7, 2026, Mr. Stafford’s separation from employment with the Company will be effective April 30, 2026, and Mr. Stafford will receive certain severance benefits pursuant to the Company’s Executive Severance Policy comprised of (1) a lump sum cash payment pursuant to the Company’s Executive Severance Policy; (2) a prorated cash bonus under the AIP for 2026; and (3) continuation or reimbursement of certain welfare benefits and fringe benefits for limited transitional periods following termination. Additionally, pursuant to Mr. Stafford’s Letter Agreement, the Company accelerated vesting of 50% of the restricted stock units granted to Mr. Stafford on January 23, 2025.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards - PSUs ($) (3) | Stock Awards - RSUs ($) (4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) (6) | Total ($) | | Gregory N. Henderson President and Chief Executive Officer (7) | 2025 | $895,833 | $0 | $14,545,184 | $2,275,057 | $0 | $1,722,945 | $156,379 | $19,595,398 | | David W. Heinzmann Former President and Chief Executive Officer (8) | 2025 | $770,165 | $0 | $0 | $0 | $0 | $0 | $61,320 | $831,485 | | | 2024 | $1,036,378 | $0 | $0 | $2,459,382 | $2,419,233 | $274,369 | $116,322 | $6,305,684 | | | 2023 | $997,691 | $0 | $0 | $2,291,379 | $2,304,434 | $900,000 | $148,002 | $6,641,506 | | Abhishek Khandelwal Executive Vice President and Chief Financial Officer (9) | 2025 | $347,159 | $250,000 | $2,634,555 | $1,650,020 | $0 | $461,611 | $38,054 | $5,381,399 | | Meenal A. Sethna Former Executive Vice President and Chief Financial Officer (10) | 2025 | $476,265 | $850 | $0 | $608,065 | $0 | $0 | $3,980,013 | $5,065,193 | | | 2024 | $613,182 | $663 | $0 | $824,074 | $810,550 | $133,527 | $71,938 | $2,453,934 | | | 2023 | $569,355 | $641 | $0 | $789,284 | $793,792 | $391,504 | $83,949 | $2,628,525 | | Ryan K. Stafford Executive Vice President, Chief Legal Officer and Corporate Secretary (11) | 2025 | $605,176 | $850 | $1,178,907 | $1,402,084 | $0 | $771,041 | $58,606 | $4,016,664 | | | 2024 | $586,855 | $0 | $0 | $782,397 | $769,609 | $227,392 | $67,282 | $2,433,535 | | | 2023 | $566,346 | $0 | $0 | $717,295 | $721,412 | $384,279 | $82,479 | $2,471,811 | | Chad Marak Former Senior Vice President and General Manager, Semiconductor Products (12) | 2025 | $380,088 | $0 | $607,032 | $1,388,883 | $0 | $0 | $1,154,045 | $3,530,048 | | | 2024 | $430,350 | $0 | $0 | $479,171 | $471,353 | $88,437 | $41,263 | $1,510,574 | | Deepak Nayar Senior Vice President and General Manager, Electronics Business | 2025 | $532,536 | $0 | $922,183 | $634,811 | $0 | $733,424 | $46,618 | $2,878,572 | | | 2024 | $515,810 | $0 | $0 | $535,491 | $526,745 | $336,656 | $39,360 | $1,954,062 | | | 2023 | $495,971 | $0 | $0 | $527,763 | $530,638 | $180,283 | $59,865 | $1,794,520 | | Peter Kim Senior Vice President and General Manager, Industrial Business | 2025 | $406,227 | $0 | $547,088 | $1,347,033 | $0 | $246,169 | $35,912 | $2,582,429 |
2025 Summary Compensation Table
| (1) Base salary includes compensation deferred under the 401(k) Plan and the Supplemental Plan. |
2025 Summary Compensation Table
| (2) For fiscal year 2025, represents discretionary payments made to NEOs. For Mr. Khandewal, amount includes a cash sign-on bonus of $250,000. For Ms. Sethna and Mr. Stafford, amount includes $850 in reimbursements for each individual in connection with the Company’s wellness initiatives. For fiscal year 2024, represents discretionary payments made to NEOs earned in connection with the Company’s wellness initiatives in the amount of $663 for Ms. Sethna. For fiscal year 2023, represents discretionary bonuses earned in connection with the Company’s wellness initiatives in the amount of $641 for Ms. Sethna. |
2025 Summary Compensation Table
| (3) Represents the full grant date fair value of PSUs for fiscal year 2025 in accordance with FASB ASC Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025. |
2025 Summary Compensation Table
| | 2026 Proxy Statement | 42 |
2025 Summary Compensation Table
| (4) Represents the full grant date fair value of RSUs for fiscal years 2025, 2024 and 2023, in accordance with FASB ASC Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025. |
2025 Summary Compensation Table
| (5) Represents payouts for performance under the Annual Incentive Plan. See pages 33-36 for information on how amounts were determined. |
2025 Summary Compensation Table
| (6) The amounts shown are detailed in the supplemental “All Other Compensation” table below. |
2025 Summary Compensation Table
| (7) Dr. Henderson joined the Company on February 10, 2025. The amount reported in the “Salary” column reflects the portion of base salary earned during fiscal year 2025. |
2025 Summary Compensation Table
| (8) Mr. Heinzmann ceased serving as President and Chief Executive Officer effective February 10, 2025. He continued to serve as a Strategic Advisor to the Company until his termination date of August 10, 2025. The amount reported in the “Salary” column reflects the portion of base salary earned during fiscal year 2025. |
2025 Summary Compensation Table
| (9) Mr. Khandelwal joined the Company on June 18, 2025. The amount reported in the “Salary” column reflects the portion of base salary earned during fiscal year 2025. |
2025 Summary Compensation Table
| (10) Ms. Sethna ceased serving as Executive Vice President and Chief Financial Officer effective June 18, 2025. She continued to serve as a Special Advisor to the Company until her termination date of September 1, 2025. The amount reported in the “Salary” column reflects the portion of base salary earned during fiscal year 2025. |
2025 Summary Compensation Table
| (11) Mr. Stafford was appointed as Executive Vice President, Mergers & Acquisitions, Chief Legal Officer and Corporate Secretary in June 2021 and previously served as Executive Vice President, Chief Legal and Human Resources Officer and Corporate Secretary. |
2025 Summary Compensation Table
| (12) Mr. Marak was appointed Senior Vice President and General Manager Semiconductor Products in April 2022 and previously served as Vice President and General Manager Power Semiconductor Business. Mr. Marak ceased serving as Senior Vice President and General Manager, Semiconductor Products effective August 11, 2025. He continued to serve as a Strategic Advisor until his termination date of October 1, 2025. The amount reported in the “Salary” column reflects the portion of base salary earned during fiscal year 2025. |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table sets forth plan-based awards granted to our NEOs in 2025.
Grants of Plan-Based Awards in 2025
| Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards (1) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Gregory N. Henderson | RSUs | 4/24/25 | – | – | – | 12,884(3) | $2,275,057 | | | PSUs | 2/10/25 | | | | 29,822(5) | $11,286,434 | | | PSUs | 4/24/25 | – | – | – | 12,884(4) | $3,258,750 | | | Annual Cash(2) | – | 625,000 | $1,250,000 | $2,750,000 | – | – | | Abhishek Khandelwal | RSUs | 6/18/25 | – | – | – | 7,523(6) | $1,650,020 | | | PSUs | 6/18/25 | – | – | – | 7,523(5) | $2,634,555 | | | Annual Cash(2) | – | $276,250 | $552,500 | $1,215,500 | – | – | | Meenal A. Sethna | RSUs | 1/23/25 | – | – | – | 2,661(7) | $608,065 | | | Annual Cash(2) | – | $272,883 | $545,766 | $1,200,686 | – | – | | Ryan K. Stafford | RSUs | 1/23/25 | – | – | – | 2,534(7) | $579,044 | | | RSUs | 4/24/25 | – | – | – | 4,661(3) | $823,039 | | | PSUs | 4/24/25 | – | – | – | 4,661(4) | $1,178,907 | | | Annual Cash(2) | – | $259,086 | $518,173 | $1,139,980 | – | – | | Chad Marak | RSUs | 1/10/25 | – | – | – | 4,253(7) | $965,091 | | | RSUs | 4/24/25 | | | | 2,400(3) | $423,792 | | | PSUs | 4/25/25 | – | – | – | 2,400(4) | $607,032 | | | Annual Cash(2) | – | $160,371 | $320,741 | $705,631 | – | – | | Deepak Nayar | RSUs | 4/24/25 | – | – | – | 3,646(3) | $643,811 | | | PSUs | 4/24/25 | – | – | – | 3,646(4) | $922,183 | | | Annual Cash(2) | – | $214,577 | $429,154 | $944,138 | – | – |
Grants of Plan-Based Awards in 2025
| | 2026 Proxy Statement | 44 |
Grants of Plan-Based Awards in 2025
| Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards (1) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Peter Kim | RSUs | 1/10/25 | – | – | – | 4,253(7) | $965,091 | | | RSUs | 4/24/25 | | | | 2,163(3) | $381,943 | | | PSUs | 4/24/25 | – | – | – | 2,163(4) | $547,088 | | | Annual Cash(2) | – | $134,225 | $268,450 | $590,590 | – | – |
Grants of Plan-Based Awards in 2025
| (1) Represents the full grant date fair value of 2025 awards calculated in accordance with FASB ASC Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our 2025 Annual Report on Form 10-K. There can be no assurance that amounts shown under the Grant Date Fair Value of Stock Awards column will ever be realized by the NEOs. |
Grants of Plan-Based Awards in 2025
| (2) These amounts represent 2025 annual incentive cash awards granted under the Annual Incentive Plan. The actual 2025 annual incentive cash award achievements were determined by the Compensation Committee and approved by the full Board in January 2026 and are reflected in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. In addition, the actual earned bonuses for Messrs. Henderson, Khandelwal and Marak, and for Ms. Sethna, were prorated to reflect the portion of the year each NEO was employed. Refer to pages 33–36 for additional information concerning these awards. |
Grants of Plan-Based Awards in 2025
| (3) Represents the 2025 annual grant of RSUs awarded under the Long-Term Incentive Plan that typically vest annually in installments of 33% on each anniversary of the grant date such that the RSUs are fully vested on or after three years from the date of grant. Dividend equivalents are credited on unvested RSUs and are paid only to the extent the underlying awards vest. Refer to pages 37–38 for additional information concerning these awards. |
Grants of Plan-Based Awards in 2025
| (4) Represents the 2025 annual grant of PSUs awarded under the Long-Term Incentive Plan which are subject to cliff vesting on the third anniversary of the grant date, contingent upon the achievement of a pre-established performance goal. Dividend equivalents are credited on unvested PSUs and are paid only to the extent the underlying awards vest. Refer to page 37 for additional information concerning these awards. |
Grants of Plan-Based Awards in 2025
| (5) Represents the sign-on grant of PSUs awarded under the Long-Term Incentive Plan which are subject to cliff vesting on the third anniversary of the grant date, contingent upon the achievement of a pre-established performance goal. Dividend equivalents are credited on unvested PSUs and are paid only to the extent the underlying awards vest. Refer to page 37 for additional information concerning these awards. |
Grants of Plan-Based Awards in 2025
| (6) Represents the sign-on grant of RSUs awarded under the LF/IXYS plan which vest annually in installments of 33% on each anniversary of the grant date such that the RSUs are fully vested on or after three years from the date of grant. Dividend equivalents are credited on unvested RSUs and are paid only to the extent the underlying awards vest. Refer to page 37 for additional information concerning these awards. |
Grants of Plan-Based Awards in 2025
| (7) Represents a special one-time grant of RSUs awarded under the Long-Term Incentive Plan which was, upon grant, subject to cliff vesting on the third anniversary of the grant date. Refer to page 37 for additional information concerning these awards. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table See discussion of information presented in the Summary Compensation Table and Grants of Plan-Based Awards Table in the Compensation Discussion and Analysis starting on page 25.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| | 2026 Proxy Statement | 45 |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding the outstanding equity awards held by each of the NEOs as of December 27, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) (1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | | | | Exercisable | Unexercisable | | | | | | Gregory N. Henderson | 5/15/2023 | 437 | 218 | $261.02 | 5/15/2030 | 143 | $37,482 | | | 4/25/2024 | 256 | 512 | $230.39 | 4/25/2031 | 348 | $91,214 | | | 2/10/2025 | 0 | 0 | | | 30,187 (5) | $7,912,315 | | | 4/24/2025 | 0 | 0 | | | 26,000 (5) | $6,814,860 | | David W. Heinzmann | 4/23/2020 | 42,711 | 0 | $132.08 | 4/23/2027 | 0 | $0 | | | 4/22/2021 | 18,844 | 0 | $267.84 | 4/22/2028 | 0 | $0 | | | 4/28/2022 | 28,190 | 0 | $231.64 | 4/28/2029 | 0 | $0 | | | 4/27/2023 | 29,800 | 0 | $240.76 | 4/27/2030 | 0 | $0 | | | 4/25/2024 | 32,145 | 0 | $230.39 | 4/25/2031 | 0 | $0 | | Abhishek Khandelwal | 6/18/2025 | – | – | – | – | 15,134 (5) | $3,966,773 | | Meenal A. Sethna | 4/22/2021 | 6,793 | 0 | $267.84 | 4/22/2028 | 0 | $0 | | | 4/28/2022 | 9,808 | 0 | $231.64 | 4/28/2029 | 0 | $0 | | | 4/27/2023 | 10,265 | 0 | $240.76 | 4/27/2030 | 0 | $0 | | | 4/25/2024 | 10,770 | 0 | $230.39 | 4/25/2031 | 0 | $0 | | Ryan Stafford | 4/23/2020 | 16,839 | 0 | $132.08 | 4/23/2027 | 0 | $0 | | | 4/22/2021 | 10,023 | 0 | $267.84 | 4/22/2028 | 0 | $0 | | | 4/28/2022 | 9,506 | 0 | $231.64 | 4/28/2029 | 0 | $0 | | | 4/27/2023 | 6,219 | 3,110 (2) | $240.76 | 4/27/2030 | 1,013 | $265,517 | | | 4/25/2024 | 3,409 | 6,817 (3) | $230.39 | 4/25/2031 | 2,315 | $606,785 | | | 1/23/2025 | – | – | – | – | 2,534 | $664,187 | | | 4/24/2025 | – | – | – | – | 9,404(5) | $2,464,882 | | Chad Marak | 4/22/2021 | 1,330 | 0 | $267.84 | 1/1/2026 | 0 | $0 | | Deepak Nayar | 4/22/2021 | 4,300 | 0 | $267.84 | 4/22/2028 | 0 | $0 | | | 4/27/2023 | 4,575 | 2,287(2) | $240.76 | 4/27/2030 | 745 | $195,272 | | | 4/25/2024 | 0 | 4,666(3) | $230.39 | 4/25/2031 | 1,584 | $415,182 | | | 4/24/2025 | – | – | – | – | 7,360(5) | $1,929,130 | | Peter Kim | 7/10/2020 | 5,488 | 0 | $166.63 | 7/10/2027 | 0 | $0 | | | 4/22/2021 | 1,355 | 0 | $267.84 | 4/22/2028 | 0 | $0 | | | 4/28/2022 | 2,486 | 0 | $231.64 | 4/28/2029 | 0 | $0 | | | 4/27/2023 | 2,190 | 1,095(2) | $240.76 | 4/27/2030 | 357 | $93,573 | | | 4/25/2024 | 1,523 | 3,045(3) | $230.39 | 4/25/2031 | 1,034 | $271,022 | | | 1/23/2025 | – | – | – | – | 4,253 | $1,114,754 | | | 4/24/2025 | – | – | – | – | 4,364(5) | $1,143,848 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The exercise price shown for individual optionees is the fair market value of the Company’s common stock on the date of grant (determined based on the closing stock price on that date reported by NASDAQ). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Options vest annually in installments of 33% beginning April 27, 2024, such that the options are fully exercisable on or after three years from the date of grant. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Options vest annually in installments of 33% beginning April 25, 2025, such that the options are fully exercisable on or after three years from the date of grant. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Values are based on the closing stock price of $262.11 per share of our common stock on the NASDAQ on December 26, 2025, the last trading day of the 2025 fiscal year. The number of PSUs reported reflects the target number of units granted. There is no assurance that, if or when the PSUs and RSUs vest they will have this value. To the extent applicable, the market value of shares that have not vested also reflects accrued dividend equivalents on unvested RSUs and PSUs. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| | 2026 Proxy Statement | 46 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Includes dividend equivalents credited in the form of additional units, which remain subject to the same vesting and performance conditions as the underlying award. The number of units shown reflects both the original grant and any dividend equivalents accrued through the end of the fiscal year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Narrative disclosures of the compensation awarded to our NEOs as reported in the Summary Compensation Table and Grants of Plan-Based Awards Table are included in the Compensation Discussion and Analysis, starting on page 25.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table provides the amounts received upon exercise of options or similar instruments or the vesting of stock or similar instruments during 2025 fiscal year.
Option Exercises and Stock Vested in 2025
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Gregory N. Henderson | 0 | $0 | 317 (3) | $61,588 | | David W. Heinzmann | 25,888 | $1,735,119 | 20,262 (4) | $4,346,040 | | Abhishek Khandelwal | 0 | $0 | 0 | $0 | | Meenal A. Sethna | 39,157 | $3,364,221 | 8,218 (5) | $1,858,974 | | Ryan K. Stafford | 10,206 | $633,830 | 3,140 (6) | $555,716 | | Chad Marak | 13,711 | $720,927 | 1,531 (7) | $270,609 | | Deepak Nayar | 9,823 | $264,246 | 2,301 (8) | $407,388 | | Peter Kim | 2,049 | $282,191 | 1,127 (9) | $199,174 |
Option Exercises and Stock Vested in 2025
| (1) Value Realized on Exercise represents the difference between exercise price and market price at the time of exercise, excluding any tax obligation in connection with such exercises. |
Option Exercises and Stock Vested in 2025
| (2) Determined based on the closing stock price of the Company common stock on the vesting dates, excluding tax obligations incurred in connection with such vesting. |
Option Exercises and Stock Vested in 2025
| (3) Represents 33% installment vesting of RSU award granted on May 15, 2023 and April 25, 2024 while serving as a member of the Board of Directors, prior to becoming the President and Chief Executive Officer. |
Option Exercises and Stock Vested in 2025
| (4) Represents 33% installment vesting of RSU award granted on April 28, 2022, April 27, 2023 and April 25, 2024 with the remaining unvested portion accelerated upon termination on August 10, 2025. Number of shares includes 8,340 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU awards on April 28, 2025, April 27, 2025, April 25, 2025, and August 10, 2025. |
Option Exercises and Stock Vested in 2025
| (5) Represents 33% installment vesting of RSU award granted on April 28, 2022, April 27, 2023 and April 25, 2024 with the remaining unvested portion accelerated upon termination on September 1, 2025. Also represented is the RSU award granted on January 23, 2025, in which 50% accelerated upon termination on September 1, 2025. Number of shares includes 3,140 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU awards on April 28, 2025, April 27, 2025, April 25, 2025 and September 1, 2025. |
Option Exercises and Stock Vested in 2025
| (6) Represents 33% installment vesting of RSU award granted on April 28, 2022, April 27, 2023 and April 25, 2024. Number of shares includes 920 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU awards on April 28, 2025, April 27, 2025, and April 25, 2025. |
Option Exercises and Stock Vested in 2025
| (7) Represents 33% installment vesting of RSU award granted on April 28, 2022, April 27, 2023 and April 25, 2024. Number of shares includes 373 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU awards on April 28, 2025, April 27, 2025, and April 25, 2025. |
Option Exercises and Stock Vested in 2025
| (8) Represents 33% installment vesting of RSU award granted on April 28, 2022, April 27, 2023 and April 25, 2024. Number of shares includes 824 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU awards on April 28, 2025, April 27, 2025, and April 25, 2025. |
Option Exercises and Stock Vested in 2025
| | 2026 Proxy Statement | 47 |
Option Exercises and Stock Vested in 2025
| (9) Represents 33% installment vesting of RSU award granted on April 28, 2022, April 27, 2023 and April 25, 2024. Number of shares includes 329 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU awards on April 28, 2025, April 27, 2025, and April 25, 2025. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table discloses contributions, earnings and balances under the Supplemental Plan for each NEO for 2025.
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($) (1) | Company Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings (Losses) in Last Fiscal Year ($) (3) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Gregory N. Henderson | $158,333 | $37,591 | $10,520 | $0 | $206,444 | | David W. Heinzmann | $154,033 | $27,781 | $759,089 | $0 | $6,285,300 | | Abhishek Khandelwal | $0 | $2,167 | $0 | $0 | $2,167 | | Meenal A. Sethna | $37,166 | $10,392 | $299,589 | $0 | $2,487,342 | | Ryan K. Stafford | $30,259 | $24,406 | $137,873 | $0 | $1,063,936 | | Chad Marak | $16,972 | $4,741 | $35,211 | $0 | $232,039 | | Deepak Nayar | $0 | $24,418 | $35,204 | $0 | $358,873 | | Peter Kim | $0 | $6,123 | $11,261 | $0 | $82,684 |
Nonqualified Deferred Compensation
| (1) Reflects amounts that have been reported in the Salary column of the Summary Compensation Table. |
Nonqualified Deferred Compensation
| (2) These amounts reflect Company and matching contributions made under the Supplemental Plan. These amounts were reported in the All Other Compensation column of the Summary Compensation Table for 2025. These amounts include contributions that are attributable to the 2025 fiscal year but that were made in 2026 after the end of the 2025 fiscal year. |
Nonqualified Deferred Compensation
| (3) These amounts represent interest earnings/losses credited to each NEO’s account in the Supplemental Plan. Interest earnings/losses credited to these accounts are derived from the actual returns on the same investment options that are available under the 401(k) Plan, and the allocation the executives make amongst those qualified plan investment options. Given that these investment options are available to all employees participating in the non-discriminatory, tax-qualified 401(k) Plan, the interest earnings credited to the Supplemental Plan are not considered to be above market and, thus, do not need to be reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table, which column is not included in our Summary Compensation Table. |
Nonqualified Deferred Compensation
See discussion of the Supplemental Plan in the section titled “Retirement and Post-Employment Arrangements” starting on page 39.
Nonqualified Deferred Compensation
| | 2026 Proxy Statement | 48 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Supplemental Plan Termination Provisions
Supplemental Plan Termination Provisions Supplemental Plan account balances are at all times 100% vested, and each U.S. NEO is entitled to receive his or her Supplemental Plan account balance upon termination of employment, or if elected either (i) age 59½ or (ii) age 65 or the later of five years of service. The benefit is paid in a lump sum or installments over five years, as elected by the NEO. For purposes of the Potential Payments Upon Termination or Change in Control table below we have assumed that the account balances of the NEOs will be paid on termination of employment in a lump sum, although the NEO could have elected a different distribution date and form of payment in accordance with the Supplemental Plan.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Upon the termination of employment of a NEO, they may be entitled to additional benefits or payments beyond those provided under our benefit plans, depending on the event triggering the termination. The events that would trigger a NEO’s entitlement to additional benefits or payments, and the estimated value of these additional benefits or payments, and the timing of such payments are described in the following table. As each NEO is considered a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended, upon separation of service the payments described below for the NEO’s Supplemental Plan balance would be subject to a six-month delay. The table below has been prepared assuming a termination date and, where applicable, a change of control date, of December 26, 2025, the last business day of our 2025 fiscal year, and a stock price of $262.11 per share, which was the closing price of our common stock on such date.
Potential Payments upon Termination or Change in Control
| | 2026 Proxy Statement | 53 |
Potential Payments upon Termination or Change in Control
| Name | Voluntary Resignation or Retirement (1) | Resignation for Good Reason or Involuntary Termination other than for Cause within 2 years of a Change of Control (2) | Death (3) | Disability (4) | Termination for Cause (5) | Involuntary Termination other than for Cause, Death, Disability or Change of Control (6) | | Gregory N. Henderson | $206,444 | $23,748,352 | $4,947,309 | $3,947,309 | $206,444 | $6,527,696 | | David W. Heinzmann | $9,396,928 | N/A | N/A | N/A | N/A | N/A | | Abhishek Khandelwal | $2,167 | $7,071,506 | $1,663,208 | $663,208 | $2,167 | $2,351,953 | | Meenal A. Sethna | N/A | N/A | N/A | N/A | N/A | $6,422,715 | | Ryan K. Stafford (7) | $5,347,941 | $8,512,182 | $3,475,739 | $2,475,739 | $1,063,936 | $7,226,835 | | Chad Marak | N/A | N/A | N/A | N/A | N/A | $1,358,305 | | Deepak Nayar | $3,095,290 | $5,870,315 | $2,252,133 | $1,252,133 | $358,873 | $4,849,514 | | Peter Kim | $82,684 | $4,564,686 | $1,949,401 | $949,401 | $82,684 | $1,064,047 |
Potential Payments upon Termination or Change in Control
| (1) This amount represents, for Messrs. Stafford and Nayar, (i) the value of all unvested stock options (actual value to be determined upon exercise), (ii) the value of all unvested RSUs and related dividend equivalents, (iii) the value of all unvested PSUs and related dividend equivalents (with the number of PSUs shown based on target performance; the actual number of shares earned will be determined at the end of the applicable performance period), and (iv) the value of each NEO’s Supplemental Plan account balance. For Messrs. Henderson, Khandelwal, and Kim, this amount represents the value of each NEO’s Supplemental Plan account balance. Mr. Heinzmann retired from the Company effective August 10, 2025. The amount shown reflects actual payments and benefits provided upon retirement, including the accelerated value of unvested stock options as of termination date, unvested RSUs as of termination date, and his Supplemental Plan account balance as of the fiscal year ended 12/27/2025. Mr. Heinzmann’s actual payment related to his Supplemental Plan account balance is subject to Section 409A of the Internal Revenue Code and will be paid following a six-month delay, as required under 409A rules for specified employees. |
Potential Payments upon Termination or Change in Control
| (2) This amount represents (i) two years of annual base salary (three years for Dr. Henderson) payable in a lump sum on the 30th day following separation of service, (ii) two times (three times for Dr. Henderson) the greater of the average AIP bonuses for the previous three years and the AIP target bonus for 2025 payable in a lump sum on the 30th day following separation of service, (iii) an amount equal to the greatest of the average AIP bonuses for three years, the AIP target bonus for 2025, and the AIP bonus for 2025 based on performance through separation of service payable in a lump sum on the 30th day following separation of service, (iv) the cost of two years of continued coverage under our group health and dental plans (three years for Dr. Henderson), and (v) the cost of outplacement services for two years, assuming the value of this benefit is 15% of the NEO’s annual base salary. In addition, this amount includes the value of all unvested stock options (actual value to be determined upon exercise), all unvested RSUs and related dividend equivalents which vest upon termination, all unvested PSUs and related dividend equivalents which vest upon termination, and the value of the NEO’s Supplemental Plan account balance. The value of PSUs is based upon the target number of shares; however, in accordance with the terms of the award, the actual number of shares subject to the PSU award upon a change of control will be determined based on the greater of the target level of performance and the actual level of performance measured through the date of the change of control. If the change of control and severance payments and benefits are above the threshold which triggers an excise tax under Section 280G of the Code, either the severance is reduced to the amount such that the excise tax is avoided or the full severance is paid with the excise tax imposed, whichever is more favorable to the executive on an after-tax basis. |
Potential Payments upon Termination or Change in Control
| (3) This amount represents (i) life insurance coverage equal to the lesser of three times the executive’s annual base salary and $1,000,000, (ii) the value of all unvested stock options which vest upon termination (actual value to be determined upon exercise), (iii) the value of a pro-rata portion of all unvested RSUs and related dividend equivalents which vest upon termination, (iv) the value of a pro-rata portion of all unvested PSUs and related dividend equivalents which vest upon termination, with the number of PSUs included at the prorated target |
Potential Payments upon Termination or Change in Control
| | 2026 Proxy Statement | 54 |
Potential Payments upon Termination or Change in Control
number of shares; upon termination, such prorated PSUs shall become immediately vested, with the number of shares determined based on the actual level of performance measured through the date of termination (as if the date of termination were the last day of the performance period), and (v) the NEO’s Supplemental Plan account balance.
Potential Payments upon Termination or Change in Control
| (4) This amount represents (i) the value of all unvested stock options which vest upon termination (actual value to be determined upon exercise), (ii) the value of a pro-rata portion of all unvested RSUs and related dividend equivalents which vest upon termination, (iii) the value of a pro-rata portion of all unvested PSUs and related dividend equivalents which vest upon termination, with the number of PSUs included at the prorated target number of shares ; upon termination, such prorated PSUs shall become immediately vested, with the number of shares determined based on the actual level of performance measured through the date of termination (as if the date of termination were the last day of the performance period), and (iv) the NEO’s Supplemental Plan account balance. |
Potential Payments upon Termination or Change in Control
| (5) This amount represents the value of each NEO’s Supplemental Plan account balance. |
Potential Payments upon Termination or Change in Control
| (6) This amount represents (i) severance benefits equal to a multiple of base and target annual bonus (2 times for Dr. Henderson, one and a half times for Mr. Khandelwal and Mr. Stafford, and one time for Messrs. Nayar and Kim), (ii) AIP target bonus for 2025, (iii) the cost of continued coverage under our group health and dental plans (eighteen months for Messrs. Henderson, Khandelwal and Stafford and twelve months for Messrs. Nayar and Kim), and (iv) the cost of outplacement services for one year, assuming the value of this benefit is 7.5% of the NEO’s annual base salary. In addition, this amount represents, for Messrs. Stafford and Nayar, (i) the value of all unvested stock options (actual value to be determined upon exercise), (ii) the value of all unvested RSUs and related dividend equivalents, (iii) the value of all unvested PSUs and related dividend equivalents (with the number of PSUs shown based on target performance; the actual number of shares earned will be determined at the end of the applicable performance period), and (iv) the value of each NEO’s Supplemental Plan account balance. For Messrs. Henderson, Khandelwal, Stafford, Nayar and Kim, this amount represents the value of each NEO’s Supplemental Plan account balance. For Ms. Sethna, who terminated employment on September 1, 2025, the amount includes actual payments and benefits received, consisting of one and a half times base salary and target annual bonus, pro-rated AIP for 2025, continued coverage under group health plans, the cost of outplacement services for one year, the value of unvested stock options as of her termination date, and the value of unvested RSUs through her termination date. The amount also includes her Supplemental Plan account balance as of fiscal year end 12/27/25. For Mr. Marak, who terminated employment on October 1, 2025, the amount includes actual payments and benefits received, consisting of one times base salary and target annual bonus, pro-rated AIP bonus for 2025, continued coverage under group health plans, the cost of outplacement services for one year, and his Supplemental Plan account balance as of fiscal year end 12/27/25. Ms. Sethna’s and Mr. Marak’s payment related to their Supplemental Plan account balance is subject to Section 409A of the Internal Revenue Code and will be paid following a six-month delay, as required under 409A rules for specified employees. |
Potential Payments upon Termination or Change in Control
| (7) On January 7, 2026, the Company and Mr. Stafford agreed to Mr. Stafford’s separation from employment, effective April 30, 2026. In connection with his separation, Mr. Stafford is entitled to receive $1,968,305, composed of the following severance benefits: (i) one and a half times his base salary and target annual bonus, (ii) his 2026 AIP target bonus, (iii) the cost of continued coverage under the Company’s group health and dental plans for eighteen months, and (iv) the cost of outplacement services for eighteen months. In addition, Mr. Stafford will receive (v) accelerated vesting of 50% of the restricted stock units granted to him on January 23, 2025, (vi) the value of all unvested stock options (actual value to be determined upon exercise), (vii) the value of all unvested restricted stock units and related dividend equivalents, (viii) the value of all unvested performance stock units and related dividend equivalents (with the number of PSUs shown based on target performance; the actual number of shares earned will be determined at the end of the applicable performance period), and (ix) the value of his Supplemental Plan account balance subject to Section 409A of the Internal Revenue Code and will be paid following a six-month delay, as required under 409A rules for specified employees. |
Potential Payments upon Termination or Change in Control
| | 2026 Proxy Statement | 55 |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information for the fiscal year 2025:
CEO PAY RATIO
| ◼ | the median of the annual total compensation of all employees of our company (other than Dr. Henderson, our Chief Executive Officer), was $17,578; |
CEO PAY RATIO
| ◼ | the annual total compensation of Dr. Henderson, our Chief Executive Officer, was $19,783,359; and |
CEO PAY RATIO
| ◼ | the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees, which represents a reasonable estimate calculated in accordance with SEC regulations and guidance, is 1,125 to 1. |
CEO PAY RATIO
We have concluded that there have been no material changes to our employee population or compensation arrangements since our 2024 pay ratio analysis that would affect our current pay ratio disclosure. As a result, we are utilizing the same median employee identified in our fiscal year 2024 pay ratio disclosure.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table presents specified executive compensation and financial performance measures for the Company’s five most recently completed fiscal years.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO (Henderson) | Compensation Actually Paid to PEO (Henderson) (1) | Summary Compensation Table Total for PEO (Heinzmann) | Compensation Actually Paid to PEO (Heinzmann) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (3) | Value of Initial Fixed $100 Investment Based On: | | Net (Loss) Income (5) | Adjusted Earnings Per Share (6) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (4) | | | | 2025 | $19,595,398 | $25,231,733 | $831,485 | ($342,042) | $3,909,051 | $3,895,752 | $104.32 | $236.57 | ($71.7) | $10.69 | | 2024 | N/A | N/A | $6,305,684 | $3,800,367 | $2,088,026 | $1,408,345 | $96.01 | $176.57 | $100.2 | $7.97 | | 2023 | N/A | N/A | $6,641,506 | $8,714,124 | $2,044,741 | $2,860,318 | $107.85 | $132.15 | $259.5 | $11.75 | | 2022 | N/A | N/A | $6,932,546 | $1,230,392 | $2,268,933 | $327,118 | $87.89 | $103.42 | $373.3 | $17.26 | | 2021 | N/A | N/A | $6,170,131 | $10,569,353 | $2,155,166 | $3,602,524 | $124.46 | $125.35 | $283.8 | $12.88 |
PAY VERSUS PERFORMANCE
| (1) The table below outlines the amounts included as additions and deductions in the calculation of Compensation Actually Paid (CAP) for our Principal Executive Officer (PEO), Gregory N. Henderson, our current Chief Executive Officer who was a PEO during 2025 but not during fiscal years 2024, 2023, 2022, or 2021. |
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table total for PEO (Henderson) | Reported Value of Equity Awards | | | Equity Award Adjustments (a) | | | Compensation Actually Paid to PEO (Henderson) | | | ($) | ($) Stock Awards - PSUs (b) | ($) Stock Awards - RSUs (c) | ($) Option Awards (d) | ($) Stock Awards - PSUs (e) | ($) Stock Awards (f) | ($) Option Awards (g) | ($) | | 2025 | $19,595,398 | $14,545,184 | $2,275,057 | N/A | $19,054,202 | $3,407,774 | ($5,400) | $25,231,733 | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
PAY VERSUS PERFORMANCE
| (a) The methodology for estimating the fair value of performance share awards at each applicable measurement date is consistent with the Monte Carlo methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2025 Annual Reports on Form 10-K. The methodology for estimating the fair value of restricted stock unit awards is consistent with the methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2025 Annual Reports on Form 10-K. The methodology for estimating the fair value of stock option awards at each applicable measurement date is consistent with the Black Scholes methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2021-2025 Annual Reports on Form 10-K, with the exception of the expected life assumption. The expected life assumption used in estimating the stock option valuations noted above ranges from 1.78 to 3.86 years. |
PAY VERSUS PERFORMANCE
| (b) The reported value of performance share awards represents the grant date fair value of performance share awards as reported in the “Stock Awards - PSUs” column of the Summary Compensation Table for each applicable year, and includes dividend equivalents on unvested shares if applicable to that award. |
PAY VERSUS PERFORMANCE
| (c) The reported value of restricted stock awards represents the grant date fair value of restricted stock awards as reported in the “Stock Awards - RSUs” column of the Summary Compensation Table for each applicable year, and includes dividend equivalents on unvested shares if applicable to that award. |
PAY VERSUS PERFORMANCE
| (d) The reported value of option awards represents the grant date fair value of stock option awards as reported in the “Option Awards” column of the Summary Compensation Table for each applicable year. |
PAY VERSUS PERFORMANCE
| | 2026 Proxy Statement | 58 |
PAY VERSUS PERFORMANCE
| (e) The performance share equity award adjustments incorporate the following additions (or subtractions, as applicable): |
PAY VERSUS PERFORMANCE
| (i) the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: $19,054,202 |
PAY VERSUS PERFORMANCE
| (ii) the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: (No PSUs were granted in prior years.) |
PAY VERSUS PERFORMANCE
| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: (No PSUs were granted in prior years.) |
PAY VERSUS PERFORMANCE
| (f) The restricted stock equity award adjustments incorporate the following additions (or subtractions, as applicable): |
PAY VERSUS PERFORMANCE
| (i) the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: $3,407,430 |
PAY VERSUS PERFORMANCE
| (ii) the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: $12,915 |
PAY VERSUS PERFORMANCE
| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: ($12,571) |
PAY VERSUS PERFORMANCE
| (g) The option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: |
PAY VERSUS PERFORMANCE
| (i) the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: (No option awards were granted in the current fiscal year.) |
PAY VERSUS PERFORMANCE
| (ii) the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: $5,067 |
PAY VERSUS PERFORMANCE
| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: ($10,467) |
PAY VERSUS PERFORMANCE
| (2) The table below outlines the amounts included as additions and deductions in the calculation of Compensation Actually Paid (CAP) for our Principal Executive Officer (PEO), David W. Heinzmann, our former Chief Executive Officer who was a PEO during all the fiscal years in the table. |
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table total for PEO (Heinzmann) | Reported Value of Equity Awards | | Equity Award Adjustments (a) | | Compensation Actually Paid to PEO (Heinzmann) | | | ($) | ($) Stock Awards - RSUs (b) | ($) Option Awards (c) | ($) Stock Awards - RSUs (d) | ($) Option Awards (e) | ($) | | 2025 | $831,485 | N/A | N/A | ($399,525) | ($774,002) | ($342,042) | | 2024 | $6,305,684 | $2,459,382 | $2,419,233 | $1,988,796 | $384,502 | $3,800,367 | | 2023 | $6,641,506 | $2,291,379 | $2,304,434 | $3,184,473 | $3,483,958 | $8,714,124 | | 2022 | $6,932,546 | $1,960,305 | $1,984,294 | $361,791 | ($2,119,346) | $1,230,392 | | 2021 | $6,170,131 | $1,715,931 | $1,396,152 | $2,936,037 | $4,575,268 | $10,569,353 |
PAY VERSUS PERFORMANCE
| (a) The methodology for estimating the fair value of restricted stock unit awards is consistent with the methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2025 Annual Reports on Form 10-K. The methodology for estimating the fair value of stock option awards at each applicable measurement date is consistent with the Black Scholes |
PAY VERSUS PERFORMANCE
| | 2026 Proxy Statement | 59 |
PAY VERSUS PERFORMANCE
methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2021-2025 Annual Reports on Form 10-K, with the exception of the expected life assumption. The expected life assumption used in estimating the stock option valuations noted above ranges from 0.50 to 4.02 years.
PAY VERSUS PERFORMANCE
| (b) The reported value of restricted stock awards represents the grant date fair value of restricted stock awards as reported in the “Stock Awards - RSUs” column of the Summary Compensation Table for each applicable year. |
PAY VERSUS PERFORMANCE
| (c) The reported value of option awards represents the grant date fair value of stock option awards as reported in the “Option Awards” column of the Summary Compensation Table for each applicable year. |
PAY VERSUS PERFORMANCE
| (d) The restricted stock equity award adjustments incorporate the following additions (or subtractions, as applicable): |
PAY VERSUS PERFORMANCE
| (i) the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: (No RSUs were granted in the current fiscal year.); 2024: $2,547,919; 2023: $2,564,562; 2022: $1,870,840; 2021: $2,027,364 |
PAY VERSUS PERFORMANCE
| (ii) the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: (No RSUs were outstanding and unvested at the end of the fiscal year.); 2024: ($274,643); 2023: $382,942; 2022: ($780,780); 2021: $673,996; |
PAY VERSUS PERFORMANCE
| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: $($399,525); 2024: ($284,480); 2023: $236,969; 2022: ($728,269); 2021: $234,677 |
PAY VERSUS PERFORMANCE
| (e) The option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: |
PAY VERSUS PERFORMANCE
| (i) the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: (No option awards were granted in the current fiscal year.); 2024: $2,074,960; 2023: $2,656,968; 2022: $1,816,846; 2021: $1,856,699 |
PAY VERSUS PERFORMANCE
| (ii) the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: (No option awards were granted in the current fiscal year.); 2024: ($1,065,770); 2023: $396,935; 2022: ($1,904,221); 2021: $2,124,028 |
PAY VERSUS PERFORMANCE
| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: ($774,002); 2024: ($624,688); 2023: $430,055; 2022: ($2,031,971); 2021: $594,541 |
PAY VERSUS PERFORMANCE
| (3) The table below outlines the amounts included as additions and deductions in the calculation of compensation actually paid (CAP) for Non-PEO NEOs. |
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table Total for Non-PEO NEOs | Reported Value of Equity Awards | | | Equity Award Adjustments (a) | | | Compensation Actually Paid to Non-PEO NEOs | | | ($) | ($) Stock Awards - PSUs (b) | ($) Stock Awards - RSUs (c) | ($) Option Awards (d) | ($) Stock Awards - PSUs (e) | ($) Stock Awards - RSUs (f) | ($) Option Awards (g) | ($) | | 2025(h) | $3,909,051 | $981,628 | $1,173,316 | N/A | $1,329,607 | $1,002,352 | ($190,314) | $3,895,752 | | 2024(i) | $2,088,026 | N/A | $655,283 | $644,564 | N/A | $529,439 | $90,727 | $1,408,345 | | 2023(j) | $2,044,741 | N/A | $590,901 | $594,262 | N/A | $874,386 | $1,126,354 | $2,860,318 | | 2022(k) | $2,268,933 | N/A | $536,076 | $542,601 | N/A | ($29,073) | ($834,065) | $327,118 | | 2021(l) | $2,155,166 | N/A | $649,769 | $428,533 | N/A | $1,067,878 | $1,457,782 | $3,602,524 |
PAY VERSUS PERFORMANCE
| (a) The methodology for estimating the fair value of performance share awards at each applicable measurement date is consistent with the Monte Carlo methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2025 Annual Reports on |
PAY VERSUS PERFORMANCE
| | 2026 Proxy Statement | 60 |
PAY VERSUS PERFORMANCE
Form 10-K. The methodology for estimating the fair value of restricted stock unit awards is consistent with the methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2025 Annual Reports on Form 10-K. The methodology for estimating the fair value of stock option awards at each applicable measurement date is consistent with the Black Scholes methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2021-2025 Annual Reports on Form 10-K, with the exception of the expected life assumption. The expected life assumption used in estimating the stock option valuations noted above ranges from 0.50 to 4.02 years.
PAY VERSUS PERFORMANCE
| (b) The reported value of performance share awards represents the grant date fair value of performance share awards as reported in the “Stock Awards - PSUs” column of the Summary Compensation Table for each applicable year, and includes dividend equivalents on unvested shares if applicable to that award. |
PAY VERSUS PERFORMANCE
| (c) The reported value of restricted stock awards represents the grant date fair value of restricted stock awards as reported in the “Stock Awards - RSUs” column of the Summary Compensation Table for each applicable year, and includes dividend equivalents on unvested shares if applicable to that award. |
PAY VERSUS PERFORMANCE
| (d) The reported value of option awards represents the grant date fair value of stock option awards as reported in the “Option Awards” column of the Summary Compensation Table for each applicable year. |
PAY VERSUS PERFORMANCE
| (e) The performance share equity award adjustments incorporate the following additions (or subtractions, as applicable): |
PAY VERSUS PERFORMANCE
| (i) the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: $1,329,607 |
PAY VERSUS PERFORMANCE
| (ii) the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: (No PSUs were granted in prior years.) |
PAY VERSUS PERFORMANCE
| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: (No PSUs were granted in prior years.) |
PAY VERSUS PERFORMANCE
| (f) The restricted stock equity award adjustments for stock in each applicable year include the addition (or subtraction, as applicable) of the following |
PAY VERSUS PERFORMANCE
| (i) the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: $1,081,732; 2024: $678,873; 2023: $661,349; 2022: $511,609; 2021: $771,458 |
PAY VERSUS PERFORMANCE
| (ii) the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: $30,902 2024: ($71,744); 2023: $115,945; 2022: ($339,626); 2021: $235,855 |
PAY VERSUS PERFORMANCE
| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: ($36,892); 2024: ($77,690); 2023: $97,092; 2022: ($201,056); 2021: $60,565 |
PAY VERSUS PERFORMANCE
| (iv) for all awards granted in prior years that failed to meet vesting conditions in the applicable year, the amount equal to the reduction in fair value due to forfeiture compared to the estimated fair value from the prior fiscal year; 2025: ($73,390) |
PAY VERSUS PERFORMANCE
| (g) The option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: |
PAY VERSUS PERFORMANCE
| (i) the respective year-end estimated fair value of any equity awards granted in the applicable year that are outstanding and unvested as of each year; 2025: (No option awards were granted in the current fiscal year.); 2024: $552,838; 2023: $685,173; 2022: $496,813; 2021: $572,479 |
PAY VERSUS PERFORMANCE
| (ii) the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: $26,160; 2024: ($289,131); 2023: $110,705; 2022: ($795,064); 2021: $731,620 |
PAY VERSUS PERFORMANCE
| | 2026 Proxy Statement | 61 |
PAY VERSUS PERFORMANCE
| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: ($159,212); 2024: ($172,980); 2023: $330,476; 2022: ($535,814); 2021: $153,683 |
PAY VERSUS PERFORMANCE
| (iv) for all awards granted in prior years that failed to meet vesting conditions in the applicable year, the amount equal to the reduction in fair value due to forfeiture compared to the estimated fair value from the prior fiscal year; 2025: ($57,262) |
PAY VERSUS PERFORMANCE
| (h) For fiscal year 2025, the following NEOs are included in the calculation: Abhishek Khandelwal, Meenal A. Sethna, Ryan K. Stafford, Chad Marak, Deepak Nayar, and Peter Kim |
PAY VERSUS PERFORMANCE
| (i) For fiscal year 2024, the following NEOs are included in the calculation: Meenal A. Sethna, Ryan K. Stafford, Chad Marak, and Deepak Nayar |
PAY VERSUS PERFORMANCE
| (j) For fiscal year 2023, the following NEOs are included in the calculation: Meenal A. Sethna, Ryan K. Stafford, Maggie Chu, and Deepak Nayar |
PAY VERSUS PERFORMANCE
| (k) For fiscal year 2022, the following NEOs are included in the calculation: Meenal A. Sethna, Ryan K. Stafford, Maggie Chu, and Deepak Nayar |
PAY VERSUS PERFORMANCE
| (l) For fiscal year 2021, the following NEOs are included in the calculation: Meenal A. Sethna, Ryan K. Stafford, Maggie Chu, and Deepak Nayar |
PAY VERSUS PERFORMANCE
| (4) For years 2021 – 2025, the Peer Group used for Total Shareholder Return (TSR) is the group of companies consisting of the Dow Jones Electrical Components and Equipment Industry Group Index consistent with the peer group as disclosed in Item 5 in our 2025 Annual Report on Form 10-K. |
PAY VERSUS PERFORMANCE
| (5) Net (Loss) Income is shown in millions, as reported in our 2025 Annual Report on Form 10-K. |
PAY VERSUS PERFORMANCE
| (6) Company Selected Measure used is Adjusted Earnings Per Share. Adjusted Earnings Per Share (AIP EPS) is calculated as described for “AIP EPS” in footnote 1 on page 35. |
PAY VERSUS PERFORMANCE
| | 2026 Proxy Statement | 62 |
PAY VERSUS PERFORMANCE
The following graphs illustrate the relationship of Compensation Actually Paid (CAP) for our PEOs and the average CAP for our Non-PEO NEOs in relationship to our Total Shareholder Return, Net Income and Adjusted EPS (the Company Selected Measure (CSM)). Additionally, the graphs also describe the relationship between our own TSR versus our peer group TSR. Compensation actually paid is influenced by numerous factors, including, but not limited to, share price volatility, new grant issuance and timing of vesting, as well as other factors
PAY VERSUS PERFORMANCE
| | 2026 Proxy Statement | 63 |
PAY VERSUS PERFORMANCE
The most important Financial Performance measures used by the Company to link Compensation Actually Paid to Company Performance for the most recently completed fiscal year for PEOs and Non-PEO NEOs are as follows:
PAY VERSUS PERFORMANCE
| (i) Adjusted Earnings Per Share |
PAY VERSUS PERFORMANCE
| (ii) Corporate Sales |
PAY VERSUS PERFORMANCE
| (iii) | Cash from Operations |
PAY VERSUS PERFORMANCE
| | 2026 Proxy Statement | 64 |