LFUS DEF 14A Report ended April 23, 2020

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1.	To elect ten directors to serve a term of one year and until their successors are duly elected and qualified;

2.	To conduct an advisory (non-binding) vote on the compensation of our named executive officers ("NEOs");

3.	To approve and ratify the appointment by the Audit Committee of Grant Thornton LLP as the Company’s independent auditors of the Company's consolidated financial statements for the fiscal year ending December 26, 2020; and

4.	To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

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4.	By Written Request: Littelfuse, Inc., Attention: Legal Department, 8755 W Higgins Road, Suite 500, Chicago, Illinois 60631.

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■	such nominee must tender his or her resignation within ten days;

■	the Nominating and Governance Committee of the Board must recommend to our Board whether such resignation should be accepted or rejected; and

■	our Board must take final action no later than 90 days after the stockholder vote.

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(1)

On April 26, 2019, each director received an annual RSU award of 536 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 28, 2019. As of December 28, 2019, each director held the following outstanding RSUs (including RSUs that have been deferred under the Long-Term Plan): Ms. Cerniglia, 536; Mr. Chung, 8,324 shares; Mr. Fu, 1,016 shares; Mr. Grillo, 1,790 shares; Mr. Hunter, 848 shares; Mr. Major, 2,176 shares; Mr. Noglows, 3,484 shares; and Dr. Zommer, 848 shares.

(2)

On April 26, 2019, each director received an annual stock option award of 911 shares with a per share exercise price equal to $199.24 (determined based on the closing stock price on that date reported by NASDAQ). The amounts shown reflect the grant date fair value of stock option awards computed 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 fiscal year ended December 28, 2019. As of December 28, 2019, each director held the following outstanding option awards: Ms. Cerniglia, 911 shares; Mr. Chung, 4,338 shares; Mr. Fu, 8,369 shares; Mr. Grillo, 8,369 shares; Mr. Hunter, 56,758 shares; Mr. Major, 6,653 shares; Mr. Noglows, 8,369 shares; and Dr. Zommer, 9,931 shares. Dr. Zommer's options, other than the 2018 and 2019 director grants, were acquired upon conversion of his IXYS options in connection with the Company's acquisition of IXYS Corporation.

(3)	Ms. Green joined the Board on February 1, 2020.

(4)	Mr. Schubel retired from the Board in April 2019.

(5)	Fees earned by Messrs. Grillo and Major include amounts deferred under the Directors Plan.

(6)	Represents the market value of 4,067 shares that were deferred under the Directors Plan until Mr. Schubel's retirement from our board of directors.

(7)

Dr. Zommer joined the Board on January 17, 2018, in connection with the Company's acquisition of IXYS Corporation, and he served as an employee director until March 31, 2018. Following his separation as an employee, Dr. Zommer entered into a Consulting Agreement with the Company effective August 1, 2018, pursuant to which he received $91,663 during 2019. Additional information regarding the consulting agreement with Dr. Zommer is on page 16.

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■	Appointed three new directors since 2018.

■	Incorporated a mandatory retirement age into our Corporate Governance Guidelines where absent a finding of exceptional circumstances by a majority of the Nominating and Governance Committee, no person 75 years or older at the time of election or re-election will be nominated to serve as a director.

■	Maintained a robust evaluation process including individual interviews conducted by the Nominating and Governance Committee Chairperson with each director.

■

Updated our Nominating and Governance Committee charter in 2017 to reflect that we recognize the benefit of a Board of Directors that reflects the diversity of the Company's stockholders, employees and customers and the communities in which we operate and we shall actively seek qualified candidates for nomination and election to the Board of Directors in order to reflect such diversity, including gender and ethnic diversity.

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■	Experience as an executive or director of a publicly traded company;

■	Familiarity with our business and our industry;

■	Availability to actively participate in meetings of the Board and attend the annual meeting of stockholders;

■	Knowledge and experience in the preparation or evaluation of financial statements;

■	Diversity of background, including gender and ethnic diversity, knowledge, skills and experience to create a well-rounded Board;

■	Satisfaction of the criteria for independence established by the SEC and NASDAQ listing standards, as they may be amended from time to time; and

■	Ability to interact in a productive manner with the other members of the Board.

■	The name and address of the candidate;

■	A brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification factors set forth above; and

■	The candidate’s signed consent to be named in the Proxy Statement if nominated and to serve as a director if elected.

1.	Each director provides written responses to board and committee evaluations, assessing performance and identifying areas for improvement.

2.	The Nominating and Governance Committee Chairperson conducts individual interviews with all members of the board.

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3.	The Nominating and Governance Committee Chairperson reports to the Nominating and Governance Committee on the results of the individual interviews.

4.	The Nominating and Governance Committee analyzes evaluation responses and reports on the results to the full Board.

■	Appoint, compensate, retain and oversee the independent registered public accounting firm (including resolving any disagreements with management regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

■	Review the adequacy and effectiveness of the accounting and financial controls and procedures of the Company.

■	Review the annual internal audit plan and performance of the internal audit function.

■	Review any legal or regulatory matters that may have a material effect on the financial statements of the Company or related Company compliance policies.

■	Review the Company’s risk assessment and risk management process.

■	Review the Company's policies and procedures related to cybersecurity risks and incidents and related disclosure controls and protocols.

■	Review procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

■	Review swap transactions, reliance on end-user exception and related policies and procedures.

■	Prepare the Audit Committee report required to be included in the Company’s annual proxy statement.

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■	Review the Company’s compensation philosophy, practices and policies, and through an annual compensation risk assessment provide input to management regarding compensation arrangements that may incentivize unnecessary and excessive risk taking.

■	Review and recommend to the Board for its consideration and determination the compensation for the Chief Executive Officer and the other executive officers.

■	Review and recommend to the Board for its consideration and determination any employment agreements, severance agreements, change-in-control arrangements and any special or supplemental benefits for the executive officers of the Company.

■	Establish and certify the achievement of performance goals for performance-based compensation.

■	Evaluate Chief Executive Officer performance.

■	Review and recommend to the Board for its consideration and determination the director compensation fees and equity-based awards.

■	Review and report to the Board on the Company’s organizational structure, succession plans for executive officers and programs for development of individuals to assume positions of higher responsibility.

■	Review and recommend to the Board for its consideration and determination the appropriate stock ownership guidelines applicable to directors and executive officers.

■	Review (i) submission to stockholders of executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, (ii) engagement with proxy advisory firms or other stockholder groups on executive compensation matters, and (iii) the results of such advisory votes from stockholders and consider any implications to the Company’s compensation programs.

■	Review our compensation discussion and analysis and recommend its inclusion in our Annual Report on Form 10-K and Proxy Statement each year.

■	Identify individuals qualified to serve on our Board and to recommend director nominees to the Board for nomination at our annual meeting of stockholders.

■

Evaluate and present to the Board of Directors on an annual basis its determination as to (a) the independence of each director and director nominee under the independence standards established by the SEC and NASDAQ listing standards, (b) the classification of each director and director nominee as "independent," "interested," "non-management," or similarly situated for purposes of committee assignments, and (c) whether the Audit Committee has an "audit committee financial expert."

■	Initiate and oversee an annual self-evaluation of the Board and its committees.

■	Monitor the orientation and training needs of directors.

■	Review new legislation, rules, regulations and other developments affecting corporate governance and make recommendations to the Board, as appropriate.

■	Review all potential related party transactions that require the Committee’s approval.

■	Review the Company’s Code of Conduct and monitor the communication thereof.

■	Develop and annually assess the adequacy of the Corporate Governance Guidelines for the Company.

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■	Review the technology program scope, direction, quality, investment levels and execution of the technology strategies presented by the Company’s management.

■	Review significant emerging technology issues and trends that may affect the Company, its business and strategy.

■	Review the Company’s technology competitiveness, including the effectiveness of its technological efforts and investments in developing new products and business.

■	Each executive officer and non-employee director is required to reach specific stock ownership within five years of his or her election or appointment. The stock ownership requirements are established by the Compensation Committee on a periodic basis and are generally targeted at the following minimum amounts, calculated at the time the requirements are established:

○	Non-Employee Directors: 5 times annual retainer

○	Chief Executive Officer: 5 times base salary

○	Chief Financial Officer and Executive Vice Presidents: 3 times base salary

○	Senior Vice Presidents: 2 times base salary

■	Until such time as the director or executive officer achieves the required stock ownership level, the director or executive officer is required to retain 50% of the net after-tax shares of common stock acquired upon a stock option exercise or vesting of restricted stock units.

■	Failure of a director or executive officer to satisfy the applicable stock ownership level within the required compliance period may result in their removal of participation in the Company’s annual equity grants, and/or being subject to a 100% retention requirement.

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■	any person who is, or at any time since the beginning of our last fiscal year was, a director, executive officer, or a nominee to become a director of Littelfuse;

■	any person who is known to be the beneficial owner of more than 5% of any class of our voting securities;

■	any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee, or more than 5% beneficial owner;

■	any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee, or more than 5% beneficial owner;

■	any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest; and

■	any charitable or non-profit organization in which any of the foregoing persons is actively involved in fundraising or otherwise serves as a director, trustee or in a similar capacity.

■	the benefits to the Company;

■	the impact on a director’s independence in the event the Related Person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer;

■	the availability of other sources for comparable products or services;

■	the terms of the transaction; and

■	the terms available to unrelated third parties or to employees generally.

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(1)	Shares beneficially owned includes all outstanding stock options, restricted stock units, and deferred restricted stock units exercisable for or convertible into our common stock either currently or within 60 days after February 27, 2020. Except as otherwise noted, the beneficial owners have sole voting and sole dispositive power with respect to such shares.

(2)	Applicable ownership percentage is based upon 24,425,955 shares of common stock outstanding as of February 27, 2020.

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(3)

The information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 12, 2020 reporting beneficial ownership as of December 31, 2019. The Vanguard Group reported that they have sole voting power with respect to 12,555 shares, shared voting power with respect to 4,924 shares, shared dispositive power with respect to 14,136 shares, and sole dispositive power with respect to 2,154,844 shares.

(4)	The information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 5, 2020 reporting beneficial ownership as of December 31, 2019. BlackRock, Inc. reported that they have sole voting power with respect to 2,062,957 shares, and sole dispositive power with respect to all of the shares reported.

(5)	The information is based on a Schedule 13G filed by T. Rowe Price Associates, Inc. with the SEC on February 14, 2020 reporting beneficial ownership as of December 31, 2019. T. Rowe Price Associates, Inc. reported that they have sole voting power with respect to 437,130 shares, sole dispositive power with respect to 1,607,396 shares and no shared voting or shared dispositive power.

(6)	Ms. Cerniglia joined the Board on December 10, 2018. Includes 179 restricted stock units that vest within 60 days.

(7)	Includes (i) 3,149 stock options currently exercisable or that become exercisable within 60 days, (ii) 335 restricted stock units that vest within 60 days, and (iii) 7,308 deferred restricted stock units granted pursuant to the directors deferred compensation plan that are deferred until termination of service from the Board.

(8)	Includes (i) 5,464 stock options currently exercisable or that become exercisable within 60 days, and (ii) 335 restricted stock units that vest within 60 days.

(9)	Ms. Green joined the Board on February 1, 2020.

(10)	Includes (i) 5,464 stock options currently exercisable or that become exercisable within 60 days, (ii) 335 restricted stock units that vest within 60 days, and (iii) 774 deferred restricted stock units granted pursuant to the directors deferred compensation plan that are deferred until termination of service from the Board.

(11)	Includes (i) 74,712 stock options currently exercisable or that become exercisable within 60 days, (ii) 4,785 restricted stock units that vest within 60 days, and (iii) 6,349 shares held indirectly by trust.

(12)	Includes (i) 65,884 stock options currently exercisable or that become exercisable within 60 days, and (ii) 335 restricted stock units that vest within 60 days.

(13)	Includes (i) 5,464 stock options currently exercisable or that become exercisable within 60 days, (ii) 179 restricted stock units that vest within 60 days, and (iii) 1,004 deferred restricted stock units granted pursuant to the directors deferred compensation plan that are deferred until termination of service from the Board.

(14)	Includes (i) 5,464 stock options currently exercisable or that become exercisable within 60 days, (ii) 335 restricted stock units that vest within 60 days, and (iii) 2,468 deferred restricted stock units granted pursuant to the directors deferred compensation plan that are deferred until termination of service from the Board.

(15)	Includes (i) 5,263 stock options currently exercisable or that become exercisable within 60 days, and (ii) 335 restricted stock units that vest within 60 days. Excludes 28,727 shares held in a trust account pursuant to which he has no voting or dispositive power.

(16)	Includes (i) 21,079 stock options currently exercisable or that become exercisable within 60 days, and (ii) 1,897 restricted stock units that vest within 60 days.

(17)	Includes (i) 26,948 stock options currently exercisable or that become exercisable within 60 days, and (ii) 1,886 restricted stock units that vest within 60 days.

(18)	Includes (i) 26,044 stock options currently exercisable or that become exercisable within 60 days, and (ii) 1,175 restricted stock units that vest within 60 days.

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(19)	Includes (i) 5,661 stock options currently exercisable or that become exercisable within 60 days, and (ii) 1,120 restricted stock units that vest within 60 days.

(20)

Our executive officers as of February 27, 2020 consisted of our named executive officers and Messrs. Matthew Cole and Alexander Conrad. The number of shares of common stock beneficially owned by our current directors and executive officers as a group includes (i) 12,327 stock options currently exercisable or that become exercisable within 60 days, and (ii) 1,002 restricted stock units that vest within 60 days, in each case, held, collectively, by Messrs. Cole and Conrad.

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■	Alignment of executive and stockholder interests through short and long-term incentives linked to operating performance;

■	Short-term cash compensation based upon individual contribution and performance;

■	Compensation structured to attract and retain the most talented industry leaders; and

■	Compensation program based, in part, on the practices of peers in our industry and other comparable companies.

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■	Attract, retain and motivate highly qualified executives;

■	Reward executives based upon our financial performance at levels competitive with peer companies; and

■	Align a significant portion of the executive compensation with driving our performance and stockholder value in the form of performance-based executive incentive awards and long-term awards.

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The Compensation Committee reviews and recommends the CEO’s business goals and objectives relevant to executive compensation to the members of the Board, other than the CEO, for approval; evaluates the performance of the CEO in light of those goals and objectives and recommends the CEO’s compensation level to such members of the Board based on this evaluation. The Compensation Committee reviews and recommends the CEO’s annual and long-term incentive target opportunities and payouts for approval by the members of the Board, other than the CEO.

■

For NEOs other than the CEO, the Compensation Committee reviews and makes recommendations based on a review of compensation survey data and publicly-disclosed compensation information for our peer group, individual performance, internal pay equity and other relevant factors for approval by the full Board for all NEO compensation arrangements including base salary determination and annual and long-term incentive target opportunities and payouts.

■	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.

■	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.

■	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.

■

Develop compensation recommendations : Based on the compensation survey data and publicly-disclosed compensation information, our CEO and our CHRO prepare recommendations for the NEOs (other than for the CEO) and present these recommendations to the Compensation Committee. The Compensation Committee reviews these recommendations along with the competitive market data and other information and advice of the independent compensation consultant, and makes a recommendation to the full Board for approval. Our CEO also assists the Compensation Committee by providing input with regards to the fulfillment of the individual performance objectives of the other NEOs. Compensation recommendations for the CEO are made by the Compensation Committee based on the compensation survey data and are presented for approval to the directors other than the CEO. Our Executive Vice President and Chief Financial Officer also assists in the preparation of performance targets and objectives based on our short-term and long-term growth plans and provides financial information used by the Compensation Committee to make decisions with respect to incentive goals based on achievement of financial targets and related payouts.

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■	Our annual incentive program awards are capped to limit compensation in any given year;

■	Our equity incentive awards vest over several years, so while the potential compensation payable for equity incentive awards is tied directly to appreciation of our stock price, 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; and

■	Our executive officers and directors are subject to a stock ownership policy with minimum stock holding requirements that aligns their interests with the interests of our stockholders.

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(1)	The performance metrics were determined as follows:

■	AIP Corporate Sales – represents our 2019 net sales as reported in our audited financial statements.

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AIP EPS – represents our 2019 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 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; and certain other significant and unusual items.

■	AIP Cash flow from Operations – represents our 2019 cash flow from operations, as reported in our audited financial statements.

(3)	Based on the actual performance of his business unit, Mr. Rutz's percentage achievement for both the semiconductor sales metric and the semiconductor operating income metric was 0%.

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(1)	2019 grant of RSUs and Options vest in annual installments of 33% on each of the first three anniversaries of the grant date.

(1)

Pursuant to the stock ownership policy, the Compensation Committee may adjust the share ownership requirements in the event of a significant increase in the price of the Company’s common stock. The current share ownership requirements are based on the 30-business-day average stock price for the period of December 4, 2017 through January 17, 2018, of $199.29 per share and the NEO's annualized base salaries for 2018. At the time the share ownership requirements are established, the Compensation Committee uses a multiple of the NEO's base salary to calculate the minimum share requirement, as described on page 14.

(2)	Includes direct and indirect ownership of beneficially owned shares and unvested restricted stock/units.

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(1)	Base salary includes compensation deferred under the 401(k) Plan and the Supplemental Plan.

(2)	Represents discretionary bonuses earned in connection with our wellness initiatives.

(3)	Represents the full grant date fair value of RSUs for fiscal years 2019, 2018 and 2017, in accordance with FASB ASC Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our 2019 Annual Report on Form 10-K.

(4)	Represents the full grant date fair value of stock option awards for fiscal years 2019, 2018 and 2017, in accordance with FASB ASC Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our 2019 Annual Report on Form 10-K.

(5)	Represents payouts for performance under Annual Incentive Plan. See pages 27 - 30 for information on how amounts were determined.

(6)	The amounts shown are detailed in the supplemental "All Other Compensation" table below.

(7)	Mr. Rutz was appointed as Senior Vice President and General Manager Semiconductor Products in February 2019 and previously served as Senior Vice President, Global Operations.

(8)	Mr. Nayar was appointed as Senior Vice President and General Manager Electronics and Industrial Business in February 2019 and previously served as Senior Vice President and General Manager, Electronics Business Unit.

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(1)	The amount reported for Mr. Heinzmann includes the cost of: an executive physical ($10,099); tax and financial planning ($12,000); and life and AD&D insurance ($1,860).

(2)	The amount reported for Ms. Sethna includes the cost of: partial reimbursement of health club membership dues generally available to U.S. employees ($397); an executive physical ($5,057); life and AD&D insurance ($1,860); and tax and financial planning ($12,000).

(3)	The amount reported for Mr. Stafford includes the cost of: an executive physical ($5,102); life and AD&D insurance ($1,860); and tax and financial planning ($12,000).

(4)	The amount reported for Mr. Rutz includes the cost of: an executive physical ($5,584); life and AD&D insurance ($1,860); and tax and financial planning ($12,000).

(5)	The amount reported for Mr. Nayar includes the cost of: life and AD&D insurance ($1,860) and tax and financial planning ($750).

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(1)	Reflects the 2019 award of stock options under the Long Term Incentive Plan. The underlying option awards typically vest in installments of 33% on each anniversary of the date of grant, such that options are fully exercisable on or after three years from the date of grant. Refer to pages 30 - 31 for additional information concerning these awards.

(2)	The exercise price shown for individual options 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).

(3)	Represents the full grant date fair value of 2019 awards calculated in accordance with FASB ASC Topic 718, based on assumptions described in Note 12 to our audited financial statements included in our 2019 Annual Report on Form 10-K. There can be no assurance that amounts shown under the Grant Date Fair Value of Stock and Option Awards column will ever be realized by the NEOs.

(4)

These amounts represent 2019 annual incentive cash awards granted under the Annual Incentive Plan. The actual 2019 annual incentive cash award achievements were determined by the Compensation Committee and approved by the full Board in January 2020 and are reflected in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. Refer to pages 27 - 30 for additional information concerning these awards.

(5)	Represents the 2019 annual grant of RSUs awarded under the Long-Term 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. Refer to pages 30 - 31 for additional information concerning these awards.

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(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).

(2)	Values are based on the closing stock price of $192.02 per share of our common stock on the NASDAQ on December 27, 2019, the last trading day of 2019 fiscal year. There is no assurance that if or when the RSUs vest they will have this value.

(3)	Options vest annually in installments of 33% beginning April 28, 2018, such that the options are fully exercisable on or after three years from the date of grant.

(4)	Options vest annually in installments of 33% beginning April 27, 2019, such that the options are fully exercisable on or after three years from the date of grant.

(5)	Options vest annually in installments of 33% beginning April 26, 2020, such that the options are fully exercisable on or after three years from the date of grant.

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(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.

(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.

(3)	Represents 33% installment vesting of RSU award granted on April 22, 2016, April 28, 2017 and April 27, 2018. Number of shares includes 2,649 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU awards on April 22, 2019, April 28, 2019 and April 27, 2019.

(4)	Represents 33% installment vesting of RSU award granted on April 22, 2016, April 28, 2017 and April 27, 2018 and 100% cliff vesting of an award granted on July 20, 2016. Number of shares includes 2,091 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU awards on April 22, 2019, April 28, 2019, April 27, 2019 and July 20, 2019.

(5)	Represents 33% installment vesting of RSU award granted on April 22, 2016, April 28, 2017 and April 27, 2018 and 100% cliff vesting of an award granted on July 20, 2016. Number of shares includes 3,463 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU awards on April 22, 2019, April 28, 2019, April 27, 2019 and July 20, 2019.

(6)	Represents 33% installment vesting of RSU award granted on April 22, 2016, April 28, 2017 and April 27, 2018. Number of shares includes 544 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU award on April 22, 2019, April 28, 2019 and April 27, 2019.

(7)	Represents 33% installment vesting of RSU award granted on April 22, 2016, April 28, 2017 and April 27, 2018. Number of shares includes 663 shares withheld by the Company to pay for minimum withholding tax due upon the vesting of the RSU awards on April 22, 2019, April 28, 2019 and April 27, 2019.

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(1)	Reflects amounts that have been reported in the Salary column of the Summary Compensation Table.

(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 2019. These amounts include contributions that are attributable to the 2019 fiscal year but that were made in 2020 after the end of the 2019 fiscal year.

(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.

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■	Severance benefits equal to a specified multiple of base salary and target annual bonus (2x for CEO, 1.5x for Executive Vice Presidents, and 1x for Senior Vice Presidents);

■	Pro-rated actual annual bonus for the year of termination;

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■	Payment of premiums for continued group health coverage for a specified period (18 months for CEO and Executive Vice Presidents, and 12 months for Senior Vice Presidents), or, if shorter, the maximum period provided by law; and

■	Continuation of perquisites through the end of the year of termination, and outplacement services for up to one year after the date of termination.

(1)	This amount represents for Messrs. Heinzmann 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 (iii) their Supplemental Plan account balance.

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(2)

This amount represents (i) two years of annual base salary (three years for Mr. Heinzmann) payable in a lump sum on the 30 th day following separation of service, (ii) two times (three times for Mr. Heinzmann) the greater of the average AIP bonuses for the previous three years and the AIP target bonus for 2019 payable in a lump sum on the 30 th 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 2019, and the AIP bonus for 2019 based on performance through the date of separation of service payable in a lump sum on the 30 th day following separation of service, (iv) the cost of two years of continued coverage under our group health and dental plans (three years for Mr. Heinzmann), and (v) the cost of outplacement services for two years payable on a monthly basis provided that the Company shall have no further obligations to provide such outplacement services once the Executive has accepted a position with a third party, 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) and all unvested RSUs which vest upon termination, and the value of the NEO’s Supplemental Plan account balance. 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.

(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 which vest upon termination, and (iv) the NEO’s Supplemental Plan account balance.

(4)	This amount represents (i) the value of all unvested stock options (actual value to be determined upon exercise), (ii) the value of a pro-rata portion of all unvested RSUs, and (iii) the NEO’s Supplemental Plan account balance.

(5)	This amount represents the value of each NEO’s Supplemental Plan account balance.

(6)

This amount represents (i) severance benefits equal to a multiple of base and target annual bonus (2 times for Mr. Heinzmann, 1.5 times for Ms. Sethna and Mr. Stafford, and 1 times for Messrs. Rutz and Nayar), (ii) AIP target bonus for 2019, (iii) the cost of continued coverage under our group health and dental plans (eighteen months for Messrs. Heinzmann and Stafford and Ms. Sethna and twelve months for Messrs. Rutz and Nayar), 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 includes for Messrs. Heinzmann and Nayar the value of all unvested stock options (actual value to be determined upon exercise) and all unvested RSUs which vest upon termination, and the value of the NEO's Supplemental Plan account balance.

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■	the median of the annual total compensation of all employees of our company (other than Mr. Heinzmann, our Chief Executive Officer), was $15,671; and

■	the annual total compensation of Mr. Heinzmann, our Chief Executive Officer, was $3,920,145.

■	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 250 to 1.

■

As of December 31, 2019, we had approximately 11,227 employees of Littelfuse, Inc. and its consolidated subsidiaries, with 43% of these employees located in the Americas (including U.S., Canada, Mexico and Brazil), 16% located in Europe (primarily in Lithuania, Italy and Germany), and 41% located in various countries in Asia-Pacific (primarily in China and the Philippines). The majority of these employees are full-time (or full-time equivalent) employees, with less than 1% that are employed on a part-time basis.

■

To find the median of the annual total compensation of all our employees (other than our Chief Executive Officer) as of December 31, 2019, we used the annual base pay, including salary or hourly wages, from our global payroll records. We annualized the compensation of all permanent employees who were hired in fiscal 2019 and remained employed at the end of fiscal 2019, although they did not work for the company or its consolidated subsidiaries for the entire fiscal year. We did not make any cost-of-living adjustments in identifying the median employee.

■

Our median employee is a full-time, salaried employee located in Asia-Pacific, with a base salary of $6,289. Once the median employee was identified, we collected, from local HR, all other compensation elements, including overtime pay, position and shift allowances, productivity and spot bonus awards, life insurance premiums and housing benefits to calculate the median employee's total annual compensation in the amount of $15,671.

■	All compensation components for Non-U.S. employees were converted into U.S. dollars using fiscal year 2019 annually set internal exchange rates.

■	With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table included in this Proxy Statement on page 34 and incorporated by reference under Item 11 of Part III of our Annual Report.

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(1)	The weighted average exercise price does not take into account the shares issuable upon the vesting of outstanding restricted stock units, which have no exercise price.

(2)	Includes 139,292 shares reserved for issuance upon vesting of outstanding restricted stock units and 393,456 outstanding stock options granted under the Littelfuse, Inc. Long-Term Incentive Plan.

(3)	Includes 5,673 shares reserved for issuance upon vesting of outstanding restricted stock units under the IXYS Plans and 207,009 outstanding stock options granted under the IXYS Plans and Zilog Plans. Below is a brief description of the material features of the compensation plans acquired pursuant to the acquisition of IXYS Corporation.

(4)	Includes 1,025,720 shares that remain available for future issuance under the Littelfuse, Inc. Long-Term Incentive Plan and 44,647 shares that remain available for future issuance under the Deferred Compensation Plan for Non-Employee Directors.

(5)	Includes 11,385 shares that remain available for future issuance under the IXYS Corporation 2011 Equity Incentive Plan, 36,807 shares that remain available for future issuance under the IXYS Corporation 2013 Equity Incentive Plan, and 166,018 shares that remain available for future issuance under the IXYS Corporation 2016 Equity Incentive Plan.

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(1)	Includes fees related to U.S. GAAP audit and statutory audits of foreign subsidiaries in each year.

(2)	Includes fees related to audits of employee benefit plans in each year.

(3)	Includes fees related to tax, transfer pricing and expatriate tax advice and compliance in each year and other miscellaneous services.

(4)	Includes fees related to access to an on-line accounting research tool in each year.

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