Compensation Committee Charter

  1. Purpose: The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Littelfuse, Inc. (the “Company”) reviews the Company’s compensation practices and policies, reviews and recommends to the Board for its consideration and determination the compensation for the Chief Executive Officer and the other executive officers, evaluates Chief Executive Officer performance, and annually reviews and reports on the Company’s compensation discussion and analysis and recommends its inclusion in the Company’s Form 10-K and proxy statement.

  2. Membership: The Committee’s membership is determined by the Board and shall consist of at least two directors. Each member of the Committee shall meet the independence requirements of the listing standards of The Nasdaq Stock Market, Inc., qualify as a “Non-employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and satisfy the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

  3. Roles and Responsibilities: The responsibilities of the Committee include:

    1. Compensation Practices and Policies
      1. Review compensation practices and policies of the Company to ensure they provide appropriate motivation for corporate performance and increased shareholder value.

      2. Oversee the administration of the Company’s equity-based and deferred compensation programs and determine the employees and directors who shall receive awards and the size of those awards under the Company’s equity-based compensation programs.

      3. Recommend to the Board for its consideration and determination the adoption, amendment or termination of equity-based compensation programs, incentive compensation programs, deferred compensation programs and other compensation programs for employees and directors of the Company.


    1. Executive Compensation
      1. Periodically survey the executive compensation practices of comparable companies.
      2. Annually review and recommend to the Board for its consideration and determination for the executive officers of the Company (i) the annual base salary, (ii) annual incentive plan compensation, (iii) awards under the Company’s equity-based compensation programs; and (iv) other forms of compensation.

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

      4. Establish and certify the satisfaction of performance goals for performance-based compensation as required under Section 162(m) of the Internal Revenue Code.

      5. Review shareholder proposals relating to executive compensation matters and recommend to the Board the Company’s response to such proposals.


    1. Chief Executive Officer Compensation
      1. Periodically survey the Chief Executive Officer compensation practices of comparable companies.
      2. Review and recommend to the Board for its consideration and determination the annual corporate goals and objectives for the Chief Executive Officer.

      3. Review the Chief Executive Officer’s performance against such goals and objectives with the independent directors and communicate the Board’s evaluation to the Chief Executive Officer.

      4. Annually review and recommend to the Board for its consideration and determination (i) the Chief Executive Officer’s annual base salary, (ii) the Chief Executive Officer’s annual incentive plan compensation, (iii) awards to the Chief Executive Officer under the Company’s equity-based compensation plans; and (iv) other forms of compensation for the Chief Executive Officer.

      5. Recommend to the Board for its consideration and determination the Chief Executive Officer’s employment agreement, severance arrangement, change-in-control arrangement and any special or supplemental benefits.


    1. Director Compensation
      1. Periodically survey the director compensation practices of comparable companies
      2. Annually review and recommend to the Board for its consideration and determination the annual retainer, meeting fees, committee chairman fees, deferred compensation and any other forms of director compensation.

      3. Determine the awards to be granted to the directors under the equity-based compensation plans of the Company.


    1. Meetings, Reports, Charter Review, Performance Evaluation and Outside Advisors
      1. Hold regular meetings of the Committee, reporting significant matters arising from such meetings to the Board. A majority of the members shall constitute a quorum. A majority of the members present shall decide any matter brought before the Committee.

      2. Review the Company’s compensation discussion and analysis, discuss it with management, and prepare a report as to whether to recommend its inclusion in the Company’s Form 10-K and proxy statement.

      3. Review and reassess the adequacy of this Charter at least annually and submit any changes to the Board for approval.

      4. Conduct an annual performance evaluation of the Committee.

      5. The Committee shall have the authority to retain such compensation consultants, outside counsel and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have authority to approve related fees and retention terms.


     
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