EXHIBIT 99.2
LITTELFUSE, INC.
SUMMARY OF EXECUTIVE OFFICER COMPENSATION
The compensation of executive officers of Littelfuse, Inc. (the "Company")
primarily consists of four variable components: base salary, a potential cash
bonus under the Company's Annual Incentive Plan, equity compensation under the
Littelfuse, Inc. Equity Incentive Compensation Plan (the "Equity Plan"), and
other benefits.
SALARIES
The base salaries for Mr. Gordon Hunter, the Chairman of the Board,
President and Chief Executive Officer of the Company, Mr. Philip G. Franklin,
Vice President, Operations Support and Chief Financial Officer of the Company,
and each of the other three most highly compensated executive officers of the
Company other than the Chief Executive Officer and the Chief Financial Officer
named below (the "Other Executive Officers"), effective February 1, 2007, are as
follows:
BASE
NAME AND PRINCIPAL POSITIONS SALARY
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Gordon Hunter, Chairman, President and
Chief Executive Officer $612,000
Philip G. Franklin, Vice President,
Operations Support and Chief Financial Officer $331,500
David R. Samyn, Vice President and General Manager,
Electronics Business Unit $265,200
David W. Heinzmann, Vice President and General
Manager, Automotive Business Unit $229,500
Dal Ferbert, Vice President and General Manager,
Electrical Business Unit $219,300
ANNUAL INCENTIVE PLAN
The minimum, target and maximum amounts to be awarded under the Annual
Incentive Plan for fiscal year 2007 for Mr. Hunter, Mr. Franklin and each of the
Other Executive Officers, subject to achievement of financial objectives of the
Company and individual performance objectives, are as follows:
MINIMUM, TARGET AND
MAXIMUM AMOUNTS
AS A PERCENTAGE OF
NAME AND PRINCIPAL POSITIONS BASE SALARY
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Gordon Hunter, Chairman, President and Chief
Executive Officer 0, 90 & 180%
Philip G. Franklin, Vice President, Operations
Support and Chief Financial Officer 0, 60 & 120%
David R. Samyn, Vice President and General Manager,
Electronics Business Unit 0, 50 & 100%
David W. Heinzmann, Vice President and General
Manager, Automotive Business Unit 0, 50 & 100%
Dal Ferbert, Vice President and General Manager,
Electrical Business Unit 0, 50 & 100%
EQUITY INCENTIVE COMPENSATION PLAN AWARDS
The annual awards of options to purchase shares of Common Stock of the
Company relating to fiscal year 2007, granted on April 27, 2007, with an
exercise price of $41.22 per share, under the Equity Plan to Mr. Hunter, Mr.
Franklin and each of the Other Executive Officers are as follows:
NUMBER
OF
NAME AND PRINCIPAL POSITIONS SHARES
- ---------------------------- ------
Gordon Hunter, Chairman, President and Chief
Executive Officer 60,000
Philip G. Franklin, Vice President, Operations
Support and Chief Financial Officer 22,000
David R. Samyn, Vice President and General Manager,
Electronics Business Unit 15,000
David W. Heinzmann, Vice President and General
Manager, Automotive Business Unit 15,000
Dal Ferbert, Vice President and General Manager,
Electrical Business Unit 15,000
The form of Stock Option Agreement under the Equity Plan, including vesting
provisions, pursuant to which such awards were made is incorporated herein by
reference to Exhibit 99.3 to the Company's Current Report on Form 8-K dated
April 27, 2007.
The Company made its annual grant of Performance Shares on April 27, 2007,
which consist of restricted stock awards granted subject to attaining certain
performance goals over a three-year period, commencing with its fiscal year
2007, pursuant to Performance Shares Agreements with Mr. Hunter, Mr. Franklin
and each of the Other Executive Officers under the Equity Plan as follows:
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100% OF TARGET
AMOUNT IN
NAME AND PRINCIPAL POSITIONS NUMBER OF SHARES
- ---------------------------- ----------------
Gordon Hunter, Chairman, President and Chief
Executive Officer 6,000
Philip G. Franklin, Vice President, Operations
Support and Chief Financial Officer 5,000
David R. Samyn, Vice President and General Manager,
Electronics Business Unit 5,000
David W. Heinzmann, Vice President and General
Manager, Automotive Business Unit 5,000
Dal Ferbert, Vice President and General Manager,
Electrical Business Unit 5,000
These Performance Share awards are subject to the Company attaining certain
financial performance goals relating to return on the net tangible assets and
earnings before interest, taxes, depreciation and amortization of the Company
during the three-year period ending January 2, 2010. A target amount of shares
is awarded. The shares may be earned based on achievement of the foregoing
financial performance goals on a sliding scale. If none of the performance goals
are met, no shares will be earned. Shares may be earned from a threshold of 20%
to a maximum of 100% of the target amount of awarded shares if certain levels of
performance are achieved at the end of the three-year period. If any shares are
earned, they are issued in the name of the executive but held by the Company
subject to restrictions relating to continued employment with the Company and
are paid half in stock and half in an equivalent amount of cash as the
restrictions lapse in thirds over the next three-year period. The form of
Performance Shares Agreement pursuant to which such grants were made is
incorporated herein by reference to Exhibit 99.4 to the Company's Current Report
on Form 8-K dated April 27, 2007.
OTHER BENEFITS
The Chief Executive Officer, the Chief Financial Officer and the Other
Executive Officers participate in the same Company medical insurance, 401(k)
plan, and pension plan designed for all of the Company's full-time US
associates. The Company's Supplemental Executive Retirement Plan ("SERP") is a
legacy plan that is not being offered to any associates that are not currently
participants in the plan. Mr. Franklin is the only named executive officer
currently participating in the SERP. The Chief Executive Officer, the Chief
Financial Officer and the Other Executive Officers are also provided with
supplemental life insurance equal to three times salary plus $10,000, up to
$5,000 of executive physicals, and financial counseling of up to $5,000, except
for Mr. Hunter who is entitled to $15,000 per year of financial counseling.
Additionally, Mr. Hunter is provided with a Company automobile.
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WHERE MORE INFORMATION CAN BE FOUND
Each of the plans and agreements mentioned herein are discussed further in
the Company's annual Proxy Statement for Annual Meeting of Stockholders and are
filed with the SEC and can be found on the SEC's website at www.sec.gov.
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