DEF 14A of Vishay Intertechnology Inc, Apr 1, 2024

DEF 14A of Vishay Intertechnology Inc

Filed Apr 1, 2024 · FY20230000103730-24-000071

Open on EDGAR

  1. TABLE OF CONTENTS

    | SECTION | | | Compensation Tables | 41 | | Summary Compensation Table | 41 | | 2023 Grants of Plan Based Awards | 44 | | Outstanding Equity Awards at Fiscal Year End | 46 | | 2023 Stock Vested | 47 | | Pension and Retirement Benefits | 47 | | 2023 Pension and Retirement Benefits Table | 48 | | Non-qualified Deferred Compensation | 48 | | 2023 Non-qualified Deferred Compensation Table | 49 | | Potential Payments Upon Termination or a Change in Control | 50 | | Median Pay Ratio | 55 | | Pay Versus Performance | 56 | | 2024 Executive Compensation | 58 | | Additional Information on Equity Compensation Plans | 59 | | Proposal Three – Advisory Vote on Executive Compensation | 60 | | Certain Relationships and Related Transactions | 61 | | About the Meeting | 63 | | Why did I receive these materials? | 63 | | What is a proxy? | 63 | | What is the record date and why is it important? | 63 | | What is the difference between "Stockholders of Record" and "Beneficial Owners"? | 63 | | May I attend the annual meeting? What do I need in order to attend the meeting? | 63 | | What proposals will I be voting on and how does the Board of Directors recommend I vote? | 63 | | Does Vishay have more than one class of stock outstanding? | 63 | | What are the voting rights of each class of stock? | 64 | | What constitutes a quorum? | 64 | | How are abstentions and broker non-votes considered? | 64 | | What vote is required to approve each proposal? | 64 | | Who paid to send me the proxy materials? | 65 | | How do I vote my shares? Can I vote electronically? | 65 | | Can I change my vote after I return my proxy card? | 66 | | What will happen if I provide my proxy but do not vote on a proposal? | 66 | | What will happen if I do not provide my proxy? | 66 | | Who will verify the election results? | 66 | | Are there any stockholders who own more than 5% of Vishay's shares or voting power? | 66 | | Other Matters | 67 | | Availability of Annual Report and Form 10-K to Stockholders | 67 | | Stockholder Proposals for 2025 Annual Meeting | 67 |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | NAME | AGE | DIRECTOR SINCE | TERM EXPIRING | OCCUPATION | QUALIFICATIONS | INDEPENDENT | COMMITTEE OF THE BOARD | | | | | | | | | | | | | E | A | NCG | CC | EA | | John Malvisi | 65 | 2023 | 2026 | Retired Senior Partner, Deloitte & Touche LLP | Leadership, Finance, M&A | ✓ | | M(FE) | | | | | Marc Zandman | 62 | 2001 | 2027 | Executive Chairman of the Board, Chief Business Development Officer, Vishay Intertechnology, Inc. | Leadership, Electronics Industry, Company, Global | | C | | | | C | | Ruta Zandman | 86 | 2001 | 2027 | Private Stockholder | Leadership, Electronics Industry, Company, Global | | | | | | | | Ziv Shoshani | 57 | 2001 | 2027 | President and CEO, Vishay Precision Group, Inc. | Leadership, Electronics Industry, Company, Global | | | | | | |

  4. Director Nominees

    | E | Executive Committee | | A | Audit Committee | | NCG | Nominating and Corporate Governance Committee | | CC | Compensation Committee | | EA | Equity Award Committee | | C | Committee Chair | | M | Committee Member | | (FE) | Financial Expert |

  5. Director Nominees

    | 2024 Proxy Statement | Summary | Table of Contents |

  6. DIRECTORS

    DIRECTORS The following table summarizes the current directors as of March 25, 2024:

  7. DIRECTORS

    | | | | | | | | COMMITTEE OF THE BOARD | | | | | | NAME | AGE | DIRECTOR SINCE | CLASS / TERM EXPIRING | OCCUPATION | QUALIFICATIONS | INDEPENDENT | E | A | NCG | CC | EA | | John Malvisi(1) | 65 | 2023 | II / 2026 | Retired Senior Audit Partner, Deloitte & Touche LLP | Leadership, Finance, M&A | ✓ | | M(FE) | | | | | Marc Zandman(1) | 62 | 2001 | III / 2027 | Executive Chairman of the Board, Chief Business Development Officer, Vishay Intertechnology, Inc. | Leadership, Electronics Industry, Company, Global | | C | | | | C | | Ruta Zandman(1) | 86 | 2001 | III / 2027 | Private Stockholder | Leadership, Electronics Industry, Company, Global | | | | | | | | Ziv Shoshani(1) | 57 | 2001 | III / 2027 | President and CEO, Vishay Precision Group, Inc. | Leadership, Electronics Industry, Company, Global | | | | | | | | Jeffrey H. Vanneste(2) | 64 | 2019 | III / 2024 | Retired SVP and CFO, Lear Corporation | Leadership, Complementary Industry, Finance | ✓ | | C(FE) | | | | | Dr. Renee B. Booth | 65 | 2022 | I / 2025 | President, Leadership Solutions, Inc. | Leadership, Complementary Industry, Global, HR | ✓ | | | | M | | | Dr. Michiko Kurahashi | 64 | 2022 | I / 2025 | Former Chief Marketing Officer, AXIS Capital; Adjunct Professor, New York University | Leadership, Complementary Industry, Global, Marketing | ✓ | | | | | | | Joel Smejkal | 57 | 2023 | I / 2025 | President and CEO, Vishay Intertechnology, Inc. | Leadership, Electronics Industry, Company, Global | | M | | | | M | | Timothy V. Talbert | 77 | 2013 | I / 2025 | Retired Sr. VP Credit and Originations, Lease Corporation of America ("LCA"); Retired President, LCA Bank Corporation | Leadership, Finance, Compliance | ✓ | | | | C | | | Michael J. Cody | 74 | 2018 | II / 2026 | Retired VP - Corporate Development, Raytheon Company | Leadership, Complementary Industry, Finance, M&A | ✓ | | M | M | | | | Dr. Abraham Ludomirski | 72 | 2003 | II / 2026 | Founder and Managing Director of Vitalife Fund | Leadership, Complementary Industry, Finance, Global | ✓ | | | C | M | | | Raanan Zilberman | 63 | 2017 | II / 2026 | Former President and CEO of multiple international companies | Leadership, Electronics Industry, Company, Global, M&A | ✓ | | M | M | | |

  8. DIRECTORS

    | (1) | Nominees for election at 2024 Annual Meeting | | (2) | Mr. Vanneste's term on the Board will expire at the 2024 Annual Meeting | | E: | Executive Committee | | A: | Audit Committee | | NCG: | Nominating and Corporate Governance Committee | | CC: | Compensation Committee | | EA: | Equity Award Committee | | C: | Committee Chair | | M: | Committee Member | | (FE): | Financial Expert |

  9. DIRECTORS

    While holders of our common stock and Class B common stock vote together as a single class on most matters, including the election of directors, all of our current directors received a majority of the votes cast by holders of common stock who are unaffiliated with the current Class B stockholders when they last stood for election at an annual meeting of stockholders.

  10. DIRECTORS

    | 2024 Proxy Statement | Directors | Table of Contents |

  11. Board Demographics

    Board Demographics The directors exhibit a variety of competencies, professional experience, and backgrounds, and contribute diverse viewpoints and perspectives to our Board. While the Board benefits from the experience and institutional knowledge that our longer-serving directors bring, it has also brought in new perspectives and ideas through new director appointments in recent years.

  12. Board Demographics

    | 2024 Proxy Statement | Directors | Table of Contents |

  13. Class II Director – Nominee for Term Expiring 2026

    Class II Director – Nominee for Term Expiring 2026

  14. Class II Director – Nominee for Term Expiring 2026

    | | John Malvisi retired in 2021 as a senior partner in Deloitte & Touche LLP’s audit practice with more than 35 years of client service experience. During his career, Mr. Malvisi managed several of Deloitte’s largest audit clients in the media & entertainment, and consumer products industries. He also spent several years in the firm’s Merger & Acquisition Services Group and National Office. Mr. Malvisi worked in Deloitte’s National Office Assurance Insights & Analysis Group and Accounting Research Group, where his responsibilities included quality and risk control and consultation on a wide range of accounting and financial reporting issues. He is a graduate of Fordham University, where he received an MBA in public accounting. Mr. Malvisi also served on the Board of Trustees for Catholic Charities of the Archdiocese of New York from 2008 through 2022, including its Audit Committee. |

  15. Class III Directors – Nominees for Terms Expiring 2027

    Class III Directors – Nominees for Terms Expiring 2027

  16. Class III Directors – Nominees for Terms Expiring 2027

    | | Marc Zandman is Executive Chairman of the Board of Directors, the Chief Business Development Officer, and President of Vishay Israel Ltd. Mr. Zandman has been President of Vishay Israel Ltd. since 1998 and a Director of Vishay since 2001. Mr. Zandman was Vice Chairman of the Board from 2003 to June 2011, Chief Administration Officer from 2007 to June 2011, and Group Vice President of Vishay Measurements Group from 2002 to 2004. Mr. Zandman has served in various other capacities with Vishay since 1984. Mr. Zandman has served on the Board of Directors of Vishay Precision Group since the spin-off from Vishay on July 6, 2010, including as the non-executive Chairman of the Board of Directors from 2010 to 2022. He is the son of the late Dr. Felix Zandman, founder and Vishay's former Executive Chairman. As Executive Chairman and Chief Business Development Officer, Mr. Zandman has a breadth of knowledge concerning the Company's businesses, as well as close familiarity with the Company's Israel operations where the Company conducts significant research and development and manufacturing activities. | | | Ruta Zandman is a private stockholder and the wife of the late Dr. Felix Zandman, Vishay's founder and former Executive Chairman. Mrs. Zandman has sole or shared voting power over approximately 44.0% of the Company's total voting power, for which it is deemed appropriate that she serve as a member of the Company's Board. Mrs. Zandman was employed by Vishay as a public relations associate from 1993 to May 2011, and usually accompanied Dr. Zandman as a representative of Vishay; she provides the Board with valuable insight into the Company and its history, as well as her understanding of Dr. Zandman's vision and the evolution of our operations. | | | Ziv Shoshani is Chief Executive Officer and President, and a member of the board of directors of Vishay Precision Group, Inc., an independent, publicly-traded company spun off from Vishay on July 6, 2010. Mr. Shoshani was Chief Operating Officer of Vishay from January 1, 2007 to November 1, 2009, and had been Executive Vice President of Vishay from 2000 until the date of the spin-off, with various areas of responsibility, including Executive Vice President of the Capacitors and the Resistors businesses, as well as heading the Measurements Group and Foil Divisions. Mr. Shoshani was employed by Vishay Intertechnology, Inc. from 1995 to 2010, and has been a member of the Vishay Intertechnology, Inc. Board of Directors since 2001. Mr. Shoshani's long-standing dedication to our Company, exemplified by his extensive management experience with Vishay Intertechnology prior to the VPG spin-off, as well as his experience as the CEO of a publicly-traded company, provide him with valuable insight into our business and operations, and makes him a valuable advisor to the Board. Mr. Shoshani is the brother of Roy Shoshani, our Executive Vice President - Chief Technical Officer, and is a nephew of Ruta Zandman. |

  17. Class III Directors – Nominees for Terms Expiring 2027

    | 2024 Proxy Statement | Directors | Table of Contents |

  18. Class I Directors – Terms Expiring 2025

    Class I Directors – Terms Expiring 2025

  19. Class I Directors – Terms Expiring 2025

    | | Dr. Renee B. Booth has served since 1999 as President of Leadership Solutions, Inc., a boutique human resources consulting firm specializing in leadership assessment, selection, development and motivation. Prior to founding Leadership Solutions, Inc., Dr. Booth was the Eastern Regional Practice Leader for the Human Capital Group of Watson Wyatt Worldwide. Dr. Booth also served as Senior Vice President, Corporate Human Resources of financial services company ADVANTA Corporation, and spent more than a decade in senior positions with Hay Management Consultants. Dr. Booth is a Board of Trustee member at the Franklin Institute in Philadelphia where she serves on the Executive Committee and as Chair of the Education Committee and was past Chair of the Compensation Committee. She previously served as a Board member of Kenexa, a human capital solutions provider, which was acquired by IBM and where she was Chair of the Compensation Committee. Dr. Booth received a B.A. in psychology from the University of Maryland and a M.S. and Ph.D. in industrial/organizational psychology from the Pennsylvania State University. Dr. Booth brings to the Board extensive organizational experience with leadership assessment and development. Additionally, Dr. Booth’s current and prior positions as a director provide important expertise with human capital matters. | | | Dr. Michiko Kurahashi has served since 2020 as an adjunct professor at New York University educating executives, graduate students, and undergraduates in the current trends in marketing, communications, public relations, and digital marketing technology applicable to a wide range of businesses and industries. From 2016 to 2020, Dr. Kurahashi was Chief Marketing Officer at AXIS Capital (NYSE: AXS), a global commercial insurer and reinsurer. In that role, Dr. Kurahashi launched the firm’s new “One AXIS” brand, implemented AI-driven marketing initiatives and streamlined marketing processes. Prior to that, Dr. Kurahashi was Head of Marketing at CIT Bank, an online bank, and held senior marketing and communication positions at global financial institutions including UBS AG and HSBC Private Bank. Throughout her career, Dr. Kurahashi has won numerous industry awards for her work. Dr. Kurahashi received a B.A. in sociology from the University of Michigan – Ann Arbor; a M.A. in social stratification theory and a Ph.D. in quantitative research, labor markets from Cornell University. Dr. Kurahashi’s deep knowledge of corporate brand strategy and digital marketing expertise provides the Board with a key strategic and operational perspective in a continuously changing marketplace. | | | Joel Smejkal was appointed President and Chief Executive Officer and elected to the Vishay Board and to the Executive Committee, effective January 1, 2023. Mr. Smejkal has held various positions of increasing responsibility since joining Vishay in 1990 including Executive Vice President - Corporate Business Development (2020 - 2022), Executive Vice President and Business Head Passive Components (2017 - 2020) and Senior Vice President Global Distribution Sales (2012 - 2016). Mr. Smejkal's experience with Vishay includes worldwide and divisional leadership roles in engineering, marketing, operations and sales. He was a product developer of 18 U.S. Patents for the Power Metal Strip® resistor technology and brings significant business development, marketing and sales experience. | | | Timothy V. Talbert retired in 2018 from his positions as Senior Vice President of Credit and Originations for Lease Corporation of America ("LCA"), a national equipment lessor (since July 2000) and President of the LCA Bank Corporation, a bank that augments LCA's funding capacity (since its founding in January 2006). Previously, Mr. Talbert was Senior Vice President and Director of Asset Based Lending and Equipment Leasing of Huntington National Bank from 1997 to 2000; and prior to that, served in a variety of positions with Comerica Bank for more than 25 years. Mr. Talbert previously served on the board of directors and was a member of the audit committee of Siliconix incorporated, a NASDAQ-listed manufacturer of power semiconductors of which the Company owned an 80.4% interest, from 2001 until the Company acquired the noncontrolling interests in 2005. Mr. Talbert has also served on the board of Vishay Precision Group since it was spun off from the Company in 2010. Mr. Talbert's previous and current service as a director of publicly traded companies allows him to bring an important perspective to the Board. Additionally, Mr. Talbert's service as the president of a federally regulated institution gives him relevant understanding of compliance with complex regulations and current accounting rules which add invaluable expertise to our Board. |

  20. Class I Directors – Terms Expiring 2025

    | 2024 Proxy Statement | Directors | Table of Contents |

  21. Class II Directors – Terms Expiring 2026

    Class II Directors – Terms Expiring 2026

  22. Class II Directors – Terms Expiring 2026

    | | Michael J. Cody was, from 2009 until his retirement in 2017, Vice President of Corporate Development at Raytheon Company, a technology company specializing in defense, civil government and cybersecurity solutions. At Raytheon, Mr. Cody was responsible for overseeing all merger and acquisition activity, where he executed 18 transactions aggregating in excess of $4.3 billion in transaction value. From 2007 to 2009, Mr. Cody was a founding partner of Meadowood Capital LLC, a private equity firm focused on technology companies. From 1997 to 2007, Mr. Cody was Vice President of Corporate Development at EMC Corporation, a developer and provider of information infrastructure technology. Mr. Cody has previously served on the boards of Safeguard Scientific, Inc., a NYSE listed private equity and venture capital firm; and MTI Ltd., a private company in the UK specializing in cloud, security, and infrastructure. Mr. Cody brings to the Board extensive knowledge and experience with mergers and acquisitions as well as experience with technology and defense businesses. Additionally, Mr. Cody's experience as a director of publicly traded and private companies allows him to bring an important perspective to the Board. | | | Dr. Abraham Ludomirski is the founder and, for more than the past five years, managing director of Vitalife Fund, a venture capital company specializing in high-tech electronic medical devices. He serves on the board of directors of POCARED Diagnostics, Ltd., Newpace Ltd., Sensible Medical Innovations Ltd., and Trig Medical, as well as serving as the Chairman of the Board of ENDOSPAN Ltd. and Endoran. He also serves as CEO of Illumigyn. He previously served on the board of Recro Pharma, Inc. and DIR Technologies. Dr. Ludomirski earned his M.D. at the Sackler Tel-Aviv University Medical School, specializing in OBGYN and completed his fellowship at the University of Pennsylvania in maternal fetal medicine. In addition to his general familiarity with corporate affairs and governance, Dr. Ludomirski's work in the high-tech venture capital and medical fields gives him a valuable perspective on investment in innovative technologies. | | | Raanan Zilberman was Chief Executive Officer of Caesarstone Ltd., a NASDAQ-listed multinational manufacturer of high quality engineered quartz surfaces with operations in the U.S., Canada, Australia, the U.K., and Israel, from February 2017 to March 2018. Prior to that, from 2008 to 2016, Mr. Zilberman served as Chief Executive Officer of Eden Springs, a Swiss-based leading provider of water and coffee services to European workplaces with production facilities and subsidiaries in 18 European countries that was formed by a series of acquisitions that Mr. Zilberman led. From 2005 to 2007, Mr. Zilberman was Chief Executive Officer of Danone Springs, a joint venture between Danone, a multinational food manufacturer, and Eden Springs, with a European-wide water production and distribution footprint. From 2000 to 2002, Mr. Zilberman served as Chief Executive Officer of Tedea Huntleigh, a company listed on the Tel Aviv Stock Exchange engaged in the production and marketing of electromechanical sensors. Tedea Huntleigh was acquired by Vishay in 2002, and from 2002 to 2004, Mr. Zilberman was President of Vishay's transducers business, which was formed from a series of five acquisitions. From 1997 to 1999, Mr. Zilberman served as Chief Operating Officer of Tadiran Appliances, a manufacturer of air conditioners and refrigerators and a subsidiary of Carrier Global. Mr. Zilberman's previous service as a Chief Executive Officer of publicly traded multinational companies, including his experience in M&A, allows him to bring an important perspective to the Board. Additionally, his past experience with Vishay provides him with valuable insight of our business and operations. |

  23. Other Information Concerning Directors

    Other Information Concerning Directors Mr. Jeffrey H. Vanneste's term on the Board will expire at the 2024 Annual Meeting. The Company expresses its appreciation for the service he has provided as a member of the Board.

  24. Other Information Concerning Directors

    | 2024 Proxy Statement | Director Compensation | Table of Contents |

  25. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Pursuant to our Non-Employee Director Compensation Plan, our non-employee directors were compensated as follows in 2023:

  26. DIRECTOR COMPENSATION

    | • | An annualized cash retainer of $70,000, paid in two semi-annual installments; | | • | An additional $12,000 for each member of the Audit Committee, other than the Chair who receives $30,000; | | • | An additional $10,000 for each member of the Compensation Committee, other than the Chair who receives $20,000; | | • | An additional $5,000 for each member of the Nominating and Corporate Governance Committee, other than the Chair who receives $15,000; and | | • | An annual grant of Restricted Stock Units ("RSUs") on the first stock trading day of the year, determined as a total incentive value of $180,000 divided by the closing stock price of the last trading day of the previous fiscal year, cliff vesting in 3 years or ratably upon earlier cessation of service (other than for cause). Vesting of these awards will accelerate in the event of a change-in-control. |

  27. DIRECTOR COMPENSATION

    Mrs. Ruta Zandman received additional cash compensation of $150,000 in 2023 for her role as the director responsible for preserving the memory of the late Dr. Felix Zandman and the Company's corporate history. Board members do not receive a per-meeting fee. Our employee directors are not separately compensated for services performed as directors. The Board evaluates director compensation annually. The following table provides information with respect to the compensation paid or provided to the Company's non-employee directors during 2023:

  28. DIRECTOR COMPENSATION

    | NAME | FEES EARNED AND PAID IN CASH | STOCK AWARDS(1)(5) | TOTAL | | Dr. Renee B. Booth | $80,000 | $169,988 | $249,988 | | Michael J. Cody | $87,000 | $169,988 | $256,988 | | Dr. Michiko Kurahashi | $70,000 | $169,988 | $239,988 | | Dr. Abraham Ludomirski | $95,000 | $169,988 | $264,988 | | John Malvisi(2) | $7,638 | $- | 7,638 | | Ziv Shoshani | $70,000 | $169,988 | $239,988 | | Timothy V. Talbert | $90,000 | $169,988 | $259,988 | | Jeffrey H. Vanneste(3) | $100,000 | $169,988 | $269,988 | | Ruta Zandman(4) | $220,000 | $169,988 | $389,988 | | Raanan Zilberman | $87,000 | $169,988 | $256,988 |

  29. DIRECTOR COMPENSATION

    | 2024 Proxy Statement | Director Compensation | Table of Contents |

  30. DIRECTOR COMPENSATION

    | (1) Amounts represent the fair value of the RSUs granted, determined in accordance with FASB ASC Topic 718 in the year of grant. The grant-date fair value is based on the same assumptions described in Note 12 of our consolidated financial statements included in our Form 10-K filed on February 16, 2024, including the consideration of the present value of assumed dividends which are not received by the RSU holder during the vesting period. Accordingly, the value of stock awards in the table above will be different than the stated “incentive value” described above. The grant-date fair value is recognized for accounting purposes over the respective vesting periods. | | (2) Mr. Malvisi was appointed to the Board effective November 28, 2023. The associated director fees paid to Mr. Malvisi in 2023 were prorated. | | (3) Mr. Vanneste's term on the Board will expire at the 2024 Annual Meeting. | | (4) Effective January 1, 2012, Mrs. Ruta Zandman was appointed as the director responsible for preserving the memory of the late Dr. Felix Zandman and the Company's corporate history. For her continued service on this project, Mrs. Zandman receives $150,000 per annum in addition to her cash retainer of $70,000. | | (5) As of December 31, 2023, the aggregate number of stock awards outstanding for each director was as follows: |

  31. DIRECTOR COMPENSATION

    | NAME | TOTAL STOCK AWARDS OUTSTANDING | | Dr. Renee B. Booth | 16,575 | | Michael J. Cody | 25,266 | | Dr. Michiko Kurahashi | 16,575 | | Dr. Abraham Ludomirski | 25,266 | | John Malvisi | - | | Ziv Shoshani | 25,266 | | Timothy V. Talbert | 25,266 | | Jeffrey H. Vanneste | 25,266 | | Ruta Zandman | 25,266 | | Raanan Zilberman | 25,266 |

  32. DIRECTOR COMPENSATION

    | 2024 Proxy Statement | Director Stock Ownership Guidelines | Table of Contents |

  33. Can I recommend a nominee for director?

    Can I recommend a nominee for director? Yes. The Nominating and Corporate Governance Committee will consider recommendations for director nominations submitted by stockholders entitled to vote generally in the election of directors. Submissions must be made in accordance with the Committee's procedures, as outlined below and set forth on our website. For each annual meeting of our stockholders, the Committee will accept for consideration only one recommendation from any stockholder or affiliated group of stockholders. The Committee will only consider candidates who satisfy our minimum qualifications for director, as summarized in this proxy statement and as set forth on our website. In considering a stockholder recommendation, the Committee will take into account, among other factors, the size and duration of the recommending stockholder's ownership interest in Vishay and whether the stockholder intends to continue holding that interest through the annual meeting date. Stockholders should be aware, as discussed above, that it is our general policy to re-nominate qualified incumbent directors and that, absent special circumstances, the Committee will not consider other candidates when a qualified incumbent director consents to stand for re-election. A stockholder wishing to recommend to the Nominating and Corporate Governance Committee a candidate for election as director must submit the recommendation in writing, addressed to the Committee, care of our Corporate Secretary, at Vishay Intertechnology, Inc., 63 Lancaster Avenue, Malvern, PA 19355. Submissions must be made by mail, courier, or personal delivery. E-mailed submissions will not be considered. Submissions recommending candidates for election at an annual meeting of stockholders must generally be received no later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual meeting of stockholders. In the event that the date of an annual meeting of stockholders is changed by more than 30 days following the first anniversary date of the annual meeting of stockholders for the prior year, the submission must be made a reasonable time in advance of the mailing of our proxy statement for the current year. Each nominating recommendation must be accompanied by the information called for by our "Procedures for Securityholders' Submission of Nominating Recommendations". This includes specified information concerning the stockholder or group of stockholders making the recommendation and the proposed nominee, any relationships between the recommending stockholder or stockholders and the proposed nominee and the qualifications of the proposed nominee to serve as director. The recommendation must also be accompanied by the consent of the proposed nominee to serve if nominated and elected and the agreement of the nominee to be contacted by the Committee, if the Committee decides in its discretion to do so.

  34. Can I recommend a nominee for director?

    | 2024 Proxy Statement | Governance of the Company | Table of Contents |

  35. How do stockholders and others communicate with the Board?

    How do stockholders and others communicate with the Board? Vishay stockholders may communicate with the Board of Directors, any committee of the Board or any individual director, and any interested party may communicate with the independent directors of the Board as a group, by delivering such communications either in writing addressed or by e-mail to:

  36. How do stockholders and others communicate with the Board?

    | | By Mail | | By e-mail | | | Corporate Secretary Vishay Intertechnology, Inc. 63 Lancaster Avenue Malvern, PA 19355 | | boardofdirectors@Vishay.com Communications should not exceed 1,000 words |

  37. How do stockholders and others communicate with the Board?

    All communications must be accompanied by the following information: (i) if the person submitting the communication is a securityholder, a statement of the type and amount of the securities of Vishay that the person holds; (ii) if the person submitting the communication is not a securityholder and is submitting the communication to the independent directors as an interested party, the nature of the person's interest in Vishay; (iii) any special interest, meaning an interest not in the capacity as a securityholder of Vishay, of the person in the subject matter of the communication; and (iv) the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications addressed to directors may, at the direction of the directors, be shared with Vishay's management.

  38. How do stockholders and others communicate with the Board?

    | 2024 Proxy Statement | Proposal One | Table of Contents |

  39. PROPOSAL ONE

    PROPOSAL ONE

  40. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our stockholders will be asked to consider one nominee for election to our Board to serve as a Class II director for a term expiring at the Annual Meeting of stockholders in 2026, and three nominees for election to our Board to serve as Class III directors for a term expiring at the Annual Meeting of stockholders in 2027, and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. The nominees are:

  41. ELECTION OF DIRECTORS

    | Class II nominee: | | | | John Malvisi | | Class III nominees: | | | | Marc Zandman | | | Ruta Zandman | | | Ziv Shoshani |

  42. ELECTION OF DIRECTORS

    Mr. Malvisi was appointed to the Board as a Class II Director on November 28, 2023. Although the other Class II Directors are not up for election until the annual meeting of stockholders in 2026, Mr. Malvisi is being nominated as a Class II Director as a result of his recent appointment to the Board. Each nominees' current positions and offices, tenure as a Vishay director, their respective committee memberships, and their qualifications are set forth under "Directors" beginning on page 4. All of the nominees are current Vishay directors. The Nominating and Corporate Governance Committee reviewed the qualifications of each of the nominees and recommended to our Board that each nominee be submitted to a vote of our stockholders at the Annual Meeting. The Board approved the Committee's recommendation at its meeting on February 27, 2024. Each of the nominees has agreed to be named and to serve if elected. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. If any nominee for director becomes unavailable for election, the proxies will be voted for such substitute nominee(s) as the Board of Directors may propose. If you voted for the unavailable nominee, your vote will be cast for his or her replacement. Under the Company's Corporate Governance Principles, directors may not stand for election or re-election after the age of 75, unless the Board makes an affirmative determination that, because of the importance and value of the continued service of a director, the retirement policy should be waived. In no event may a director stand for re-election after the age of 85. This policy does not apply to any person who controls more than 20% of the voting power of the Company.

  43. ELECTION OF DIRECTORS

    | The Board of Directors recommends that you vote "FOR ALL" the nominees for election as Class II and Class III directors. |

  44. ELECTION OF DIRECTORS

    | 2024 Proxy Statement | Report of the Audit Committee | Table of Contents |

  45. Performance Philosophy

    | • | Minimum base salary levels are fixed in amount; | | • | While annual cash bonuses focus on the achievement of short-term or annual goals, and short-term goals may encourage risk-taking, annual cash bonuses for Named Executive Officers are capped in order to balance the risk; and | | • | A significant portion of our RSUs carry performance conditions which are tied to operating results or rTSR metrics over a three-year period. |

  46. Performance Philosophy

    | • | a meaningful portion of compensation is deferred until retirement or termination of employment under our non-qualified deferred compensation plan; and | | • | phantom stock units are only settled upon retirement or termination of employment, thus providing an incentive for the creation of long-term stockholder value. |

  47. Named Executive Officer Employment Agreements

    Named Executive Officer Employment Agreements Each Named Executive Officer is party to an employment agreement with us. The Company updated existing or entered into new employment agreements for all individuals serving as Named Executive Officers effective January 1, 2023, other than Mr. Zandman (the “2023 Executive Employment Agreements"). The following highlights updated features of the 2023 Executive Employment Agreements, for all Named Executive Officers other than Mr. Zandman, that may be of particular interest to our stockholders:

  48. Named Executive Officer Employment Agreements

    | FEATURE | APPROACH | | | Treatment of equity awards upon a change in control | • | Beginning in 2023, no single trigger vesting of new awards | | | • | If these awards are assumed or continued upon a change in control, double trigger vesting upon a termination without cause or good reason in connection with change in control | | | • | If these awards are not assumed or continued, vest in connection with change in control | | Sizing of annual equity awards | • | Beginning in 2024, no guaranteed minimum award value - size of annual award to be determined in the Compensation Committee's discretion | | Severance upon change in control resignation | • | Severance benefits paid upon resignation in connection with change in control only if "good reason" exists |

  49. Named Executive Officer Employment Agreements

    The 2023 Executive Employment Agreements provide a target bonus opportunity as a percentage of base salary for Named Executive Officers. Beginning in 2024, the Compensation Committee structures executive bonus and equity programs on a year by year basis, including determining the allocation between time and performance-based equity awards. The 2023 Executive Employment Agreements contain other features, including severance benefits upon involuntary termination and customary non-compete and non-solicitation covenants The terms of Mr. Zandman's existing employment agreement, entered into in 2004 and as amended from time to time, are generally unchanged as of 2023, provided that effective January 1, 2023, the allocation of his annual equity award as between time and performance-vesting components will be determined each year by the Compensation Committee. At least 50% and up to 75% of each annual equity award, however, must be subject to performance-vesting conditions.

  50. Named Executive Officer Employment Agreements

    | 2024 Proxy Statement | Executive Compensation | Table of Contents |

  51. Role of the Compensation Consultants

    Role of the Compensation Consultants The Compensation Committee reviews the total compensation level of our executive officers each year, considering individual performance, prior years' compensation level, recent operating results, operating results of competitors, projections for the future, other components of the executive pay packages, perceived trends in executive compensation levels and design among the peer group of Vishay and the broader market, and input on executive performance from the Chief Executive Officer. The determination is subjective and the Compensation Committee does not assign any quantitative weight to these factors. The Compensation Committee engaged Aon Radford and FW Cook to advise on executive compensation matters. Aon Radford's engagement ran from 2019 through 2022, and included the development of the 2023 Executive Employment Agreements. FW Cook was engaged beginning in 2022, primarily to develop specific structures, terms and conditions of equity compensation grants and to redesign the incentive compensation (cash bonus) programs. The Compensation Committee assessed the independence of Aon Radford and FW Cook based on NYSE Listing Standards and SEC rules and concluded their work does not raise any conflict of interest. Our compensation consultants developed, and the Compensation Committee approved, a custom peer group of public companies that were substantially similar to Vishay in terms of industry, revenues, and scope of international operations. The peer group for the 2023 Executive Employment Agreements consisted of the following companies:

  52. Role of the Compensation Consultants

    | • | Advanced Energy Industries, Inc. | • | Itron, Inc. | | • | Amkor Technology, Inc. | • | Juniper Networks, Inc. | | • | Belden Inc. | • | Littelfuse, Inc. | | • | Coherent Corp. (formerly II-VI Incorporated) | • | MKS Instruments, Inc. | | • | CommScope Holding Company, Inc. | • | Sensata Technologies Holding plc | | • | Diodes Incorporated | • | Silicon Laboratories Inc. | | • | Fabrinet | • | SunPower Corporation | | • | First Solar, Inc. | • | TTM Technologies, Inc. | | • | Hubbell Incorporated | • | Ultra Clean Holdings, Inc. | | • | IPG Photonics Corporation | • | Viasat, Inc. |

  53. Role of the Compensation Consultants

    Based on data derived from peer group companies’ filings, Aon Radford and FW Cook presented studies to the Compensation Committee that assessed the competitiveness of our executive compensation practices, structures, pay mix and pay levels. The studies indicated that we are generally at the market median with respect to total direct compensation payable to our executive officers, even though our allocation between various compensation elements diverges from our peers. Changes in 2023 made to the equity compensation and incentive compensation (cash bonus) programs, based on the recommendations of the compensation consultants, bring the compensation programs more in-line with peers. The Compensation Committee considered these studies among several factors, along with individual performance, contractual entitlements, and past pay practices, in setting the compensation packages for our executive officers.

  54. Role of the Compensation Consultants

    | 2024 Proxy Statement | Executive Compensation | Table of Contents |

  55. Performance Measures and Metrics

    Performance Measures and Metrics The bonuses for the Company's Named Executive Officers, other than Mr. Zandman, are based in part on adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") margin. Although the term "EBITDA" is not defined by U.S. generally accepted accounting principles ("GAAP"), the measure is derived using various line items measured in accordance with GAAP. The Company has historically gauged its overall performance in accordance with what it terms "adjusted net earnings" and Mr. Zandman's incentive compensation continues to be based on this metric. The Company uses this term to mean net earnings determined in accordance with GAAP adjusted for various items that management believes are not indicative of the intrinsic operating performance of the Company's business, as detailed below. Non-GAAP measures such as "adjusted net earnings", "EBITDA", "adjusted EBITDA", "EBITDA margin", and "adjusted EBITDA margin" do not have uniform definitions and may not be comparable to similarly titled measures used by other companies. Reconciling items to arrive at adjusted net earnings represent significant charges or credits that are important to understanding our intrinsic operations. Reconciling items to calculate "adjusted EBITDA" represent those same items used in computing "adjusted net earnings", as relevant. Furthermore, the presented calculation of "adjusted EBITDA" is substantially similar to, but not identical to, a measure used in the calculation of financial ratios required for covenant compliance under Vishay's revolving credit facility. Adjusted net earnings and/or adjusted earnings per share, for a multi-year period, are also used in connection with performance-based RSUs for our Named Executive Officers granted in 2021 and 2022. EBITDA, adjusted EBITDA, and adjusted EBITDA margin for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):

  56. Performance Measures and Metrics

    | | YEARS ENDED DECEMBER 31, | | | | | 2023 | 2022 | 2021 | | GAAP net earnings attributable to Vishay stockholders | $323,820 | $428,810 | $297,970 | | Net earnings attributable to noncontrolling interests | 1,693 | 1,673 | 967 | | Net earnings | $325,513 | $430,483 | $298,937 | | Interest expense | 25,131 | $17,129 | $17,538 | | Interest income | (31,353) | (7,560) | (1,269) | | Income taxes | 141,889 | 163,022 | 135,673 | | Depreciation and amortization | 184,373 | 163,991 | 167,037 | | EBITDA | $645,553 | $767,065 | $617,916 | | Reconciling items | | | | | Impact of the COVID-19 pandemic | $- | $7,207 | $- | | Loss on early extinguishment of debt | 18,874 | - | - | | Adjusted EBITDA | $664,427 | $774,272 | $617,916 | | Adjusted EBITDA margin** | 19.5% | 22.1% | 19.1% | | ** Adjusted EBITDA as a percentage of net revenues | | | |

  57. Performance Measures and Metrics

    | 2024 Proxy Statement | Executive Compensation | Table of Contents |

  58. Performance Measures and Metrics

    Adjusted net earnings for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands, except per share amounts):

  59. Performance Measures and Metrics

    | | YEARS ENDED DECEMBER 31, | | | | | 2023 | 2022 | 2021 | | GAAP net earnings attributable to Vishay stockholders | $323,820 | $428,810 | $297,970 | | Reconciling items affecting gross profit | | | | | Impact of COVID-19 pandemic | $- | $6,661 | $- | | Other reconciling items affecting operating income: | | | | | Impact of COVID-19 pandemic | $- | $546 | $- | | Reconciling items affecting other income (expense): | | | | | Loss on early extinguishment of debt | $18,874 | $- | $- | | Reconciling items affecting tax expense (benefit): | | | | | Effects of changes in uncertain tax positions | $- | $(5,941) | $- | | Effects of changes in valuation allowances | - | (33,669) | (5,714) | | Effects of change in indefinite reversal assertion | - | 59,642 | - | | Changes in new tax laws and regulations | - | - | 45,040 | | Tax effects of pre-tax items above | (498) | (1,802) | - | | Adjusted net earnings | $342,196 | $454,247 | $337,296 | | Adjusted weighted average diluted shares outstanding | 140,246 | 143,915 | 145,495 | | Adjusted earnings per diluted share | $2.44 | $3.16 | $2.32 |

  60. Performance Measures and Metrics

    The Company also measures its overall performance based on "free cash." The Company uses this term to mean the cash flows generated from continuing operations less capital expenditures plus net proceeds from the sale of assets. This same metric, for a multi-year period, is also used in connection with performance-based RSUs granted for all Named Executive Officers. Although the term "free cash" is not defined in GAAP, each of the elements used to calculate "free cash" is presented as a line item on the face of our consolidated statement of cash flows prepared in accordance with GAAP as follows (in thousands):

  61. Performance Measures and Metrics

    | | YEARS ENDED DECEMBER 31, | | | | | 2023 | 2022 | 2021 | | Net cash provided by continuing operating activities | $365,703 | $484,288 | $457,104 | | Proceeds from sale of property and equipment | 1,156 | 1,198 | 1,317 | | Less: Capital expenditures | (329,410) | (325,308) | (218,372) | | Free cash | $37,449 | $160,178 | $240,049 |

  62. Performance Measures and Metrics

    | 2024 Proxy Statement | Executive Compensation | Table of Contents |

  63. Base Salary

    Base Salary The minimum base salary levels for the Named Executive Officers are fixed in their respective employment agreements. The Compensation Committee determined the minimum base salaries, based upon the executives' salary level, present responsibilities, expectations with respect to future responsibilities and a comparison to peer group executive salaries. The Compensation Committee selected the group of peer group companies on the advice of its compensation consultant. Compensation practices in the peer group were only one of the factors considered by the Compensation Committee. The base salaries of the Named Executive Officers are denominated in the individual's local currency. A portion of the change in the salaries for these Executive Officers expressed in terms of U.S. dollars reflects the fluctuations of the dollar against the currencies of the home jurisdiction of these executives. The approved base salaries for 2023 are set forth below:

  64. Annual Incentive Compensation

    Annual Incentive Compensation Mr. Zandman is eligible to earn an annual cash bonus equal to 1.0% of adjusted net earnings, capped at three times his base salary. The other Named Executive Officers are eligible to earn an annual cash bonus with a target amount equal to 100% of the Named Executive Officer's base salary up to a maximum of 2x base salary. The incentive compensation for each Named Executive Officer, other than Mr. Zandman, in 2023 were determined based on the following:

  65. Annual Incentive Compensation

    | 50% | Based on EBITDA margin | | | | | | • | 90% of target | = | 50% of eligible amount | | | • | 100% of target | = | 100% of eligible amount | | | • | 110% of target | = | 150% of eligible amount | | | • | 120% of target | = | 200% of eligible amount | | 30% | Based on transformation scorecard | | | | | 20% | Based on individual scorecard | | | |

  66. Annual Incentive Compensation

    The performance of the Named Executive Officers, other than Mr. Zandman, is reviewed by the Chief Executive Officer and the Compensation Committee following the end of the year, and each executive is assigned a performance score for several categories. The bonuses earned in 2023 were as follows:

  67. Annual Incentive Compensation

    | | Joel Smejkal(3) | | | Jeff Webster(4) | | | Lori Lipcaman(5) | | | Roy Shoshani(6) | | | | | President and CEO | | | EVP - Chief Operating Officer | | | EVP - Chief Financial Officer | | | EVP - Chief Technical Officer | | | | | ACHIEVED | TARGET | MAXIMUM | ACHIEVED | TARGET | MAXIMUM | ACHIEVED | TARGET | MAXIMUM | ACHIEVED | TARGET | MAXIMUM | | EBITDA Margin(1) | 54.3% | 50.0% | 100.0% | 54.3% | 50.0% | 100.0% | 54.3% | 50.0% | 100.0% | 54.3% | 50.0% | 100.0% | | Transformation Scorecard(2) | 52.5% | 30.0% | 60.0% | 52.5% | 30.0% | 60.0% | 52.5% | 30.0% | 60.0% | 52.5% | 30.0% | 60.0% | | Individual Scorecard | 40.0% | 20.0% | 40.0% | 23.0% | 20.0% | 40.0% | 14.0% | 20.0% | 40.0% | 40.0% | 20.0% | 40.0% | | Total Percentage of Base Salary | 146.8% | 100.0% | 200.0% | 129.8% | 100.0% | 200.0% | 120.8% | 100.0% | 200.0% | 146.8% | 100.0% | 200.0% |

  68. Annual Incentive Compensation

    | (1) The 2023 EBITDA margin was 19.5% versus a budgeted EBITDA margin of 19.2%, resulting in a payout of 54.3%. | | (2) The Company's transformation from an operations-focused to a customer-focused organization was assessed relative to scorecard metric categories and performance criteria as related to change management implementations, the successful creation of a multi-year business plan, capacity expansion, and the Company's capital allocation strategy. | | (3) Mr. Smejkal's individual performance was measured against scorecard metric categories and performance criteria related to: supporting investor relations, leading strategic meetings with customers and distributors to position the Company for growth, leading the Company's capital allocation strategy efforts, and transforming the Company's culture from top down through messaging and internal presence. The achievement of these scorecard metrics was evaluated in the aggregate. | | (4) Mr. Webster's individual performance was measured against scorecard metric categories and performance criteria related to: leading divisional expansion activities, prioritizing capacity to catalog distributors, improving delivery time for funded capital expenditures, improving variable and gross margin versus budget, leading the implementation of capacity planning, and evaluating Customer Relationship Management business software. The achievement of these scorecard metrics was evaluated in the aggregate. | | (5) Ms. Lipcaman's individual performance was measured against scorecard metric categories and performance criteria related to: supporting investor relations, leading the Company's capital allocation strategy efforts, enhancing IT processes and practices, and overseeing financial reporting by segment, channel, and product classification. The achievement of these scorecard metrics was evaluated in the aggregate. | | (6) Mr. Shoshani's individual performance was measured against scorecard metric categories and performance criteria related to: overseeing the implementation of new product line construction, identifying acquisition targets, and leading new product innovation. The achievement of these scorecard metrics was evaluated in the aggregate. |

  69. Annual Incentive Compensation

    | 2024 Proxy Statement | Executive Compensation | Table of Contents |

  70. Equity-Based Compensation

    Equity-Based Compensation The Compensation Committee believes that the grant of equity awards is the primary tool for aligning interests of the executive officers with the long-term interests of the Company's stockholders. Accordingly, the Compensation Committee includes a long-term incentive ("LTI") component in the form of equity-based compensation in each of the executives' employment agreements. In establishing the amount of equity awards, the Compensation Committee utilized the market-competitive range of equity awards granted to similarly situated executive officers of the peer group companies. The Compensation Committee concluded that a grant of equity awards within such market-competitive range was appropriate to reward and incentivize our Named Executive Officers. In 2023, the Compensation Committee awarded the following RSUs (including PBRSUs) to our Named Executive Officers:

  71. Equity-Based Compensation

    | NAME | TIME-VESTED RSUs(1) | PBRSUs(2) | TOTAL | | Marc Zandman | 36,772 | 36,772 | 73,544 | | Joel Smejkal | 53,266 | 53,266 | 106,532 | | Jeff Webster | 30,011 | 30,011 | 60,022 | | Lori Lipcaman | 19,474 | 19,474 | 38,948 | | Roy Shoshani | 18,064 | 18,064 | 36,128 |

  72. Equity-Based Compensation

    | (1) The time-vested awards will generally vest in three equal installments in 2024, 2025, and 2026, subject to accelerated vesting upon certain termination events as further described above | | (2) The market-condition PBRSUs will be earned based on relative Total Stockholder Return (“rTSR”), Vishay’s total stockholder return relative to returns on the S&P MidCap 400 Index. The 2023 PBRSUs will be measured over a 3-year period ending December 31, 2025. The PBRSUs listed in the table represent the number of units earned at target. The maximum number of units that can be earned is 200% of target, if the rTSR exceeds 140%. Such awards are subject to accelerated vesting upon certain termination events as described below. |

  73. Equity-Based Compensation

    The terms of Mr. Zandman's existing employment agreement, entered into in 2004 and as amended from time to time, are generally unchanged as of 2023, provided that effective January 1, 2023, the allocation of his annual equity award as between time and performance-vesting components will be determined each year by the Compensation Committee. At least 50% and up to 75% of each annual equity award, however, must be subject to performance-vesting conditions. Equity based compensation of the Named Executive Officers, other than Mr. Zandman, for 2024 and future years are at the discretion of the Compensation Committee. The employment agreement for Mr. Zandman continues to provide for an annual grant of equity compensation, sized based on 125% of his base salary.

  74. Employee Benefits

    Employee Benefits The Named Executive Officers, together with their respective spouses and dependent children up to age 26, are generally entitled to participate in any and all medical insurance, group health insurance, disability insurance, life insurance and retirement plans which are generally made available to other employees of the respective subsidiary of Vishay which employs them, subject to the eligibility requirements and other provisions of such plans and programs. The employment agreement with Mr. Zandman also includes supplemental post-employment medical benefits, specific life insurance benefits, and supplemental disability benefits. The specific life insurance benefit for Mr. Zandman provides his respective beneficiaries a death benefit equal to three times base salary while employed, and one time final base salary following retirement. While his respective employment agreement historically contemplated that this benefit would be provided through third-party insurance providers, the Company has decided to self-insure this obligation. The supplemental disability benefits for Mr. Zandman provides him with a disability benefit equal to 60% of his respective base salary and average annual bonus at the time of disability. This amount is reduced by any disability benefits payable under a group plan or state-sponsored social insurances in Israel. While his respective employment agreement historically contemplated that this benefit would be provided through third-party insurance providers, the Company has decided to self-insure this obligation. Mr. Zandman's employment agreement provides Company-sponsored medical coverage (before and after his retirement) which includes his dependents (regardless of age), as well as their future spouses and children, up to an annual insurance premium cap of $50,000. If the health insurance premiums in respect of Mr. Zandman, his spouse, and his dependent children under age 26 (the formerly covered group) increase in future years, the annual health insurance premium cap will be increased accordingly, but there will be no increase in the cap if the premiums in respect of his children age 26 and over and their spouses and children increase. In addition, the Company will reimburse Mr. Zandman for out-of-pocket expenses and co-payments incurred by the covered group.

  75. Severance

    Severance The Compensation Committee believes that severance payments in the event of an involuntary termination of employment are part of a standard compensation package for senior executives. The terms of these severance provisions are discussed in "Potential Payments Upon Termination or a Change in Control."

  76. Special Bonuses

    Special Bonuses In certain situations, the Board of Directors will award special, one-time bonuses. No special bonuses were awarded in 2023.

  77. Special Bonuses

    | 2024 Proxy Statement | Executive Compensation | Table of Contents |

  78. Israeli benefits

    | • | advanced training fund, 7.5% of base salary; | | • | severance fund, 8.33% of base salary; | | • | disability insurance, 2.5% of base salary; and | | • | pension fund, 5% of base salary. |

  79. Summary Compensation Table

    Summary Compensation Table The following table summarizes information regarding compensation earned, held by, or paid to our principal executive officer ("PEO"), principal financial officer ("PFO"), and our three mostly highly compensated executive officers other than the PEO and PFO. The information included in the table should be read in conjunction with the footnotes which follow, the descriptions of the employment arrangements with each Named Executive Officer described in "Compensation Discussion and Analysis," and the additional tables on the pages which follow.

  80. Summary Compensation Table

    | | | SALARY | STOCK AWARDS | NON-EQUITY INCENTIVE PLAN COMP. | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMP. EARNINGS | ALL OTHER COMP. | | | | | (1) | (2)(3) | (4) | (5)(6)(7) | (8) | TOTAL | | NAME AND PRINCIPAL POSITION | YEAR | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (e) | (g) | (h) | (i) | (j) | | Marc Zandman | 2023 | $1,156,007 | $1,845,859 | $3,421,960 | $- | $480,537 | $6,904,363 | | Executive Chairman of the Board, | 2022 | 1,220,383 | 1,448,072 | 3,661,149 | - | 569,748 | 6,899,352 | | Chief Business Development Officer, | 2021 | 1,231,008 | 1,689,011 | 3,372,960 | 1,135,297 | 477,028 | 7,905,304 | | and President - Vishay Israel Ltd. | | | | | | | | | Joel Smejkal(9) | 2023 | 900,000 | 2,518,241 | 1,321,198 | - | 33,611 | 4,773,050 | | President and Chief Executive Officer | | | | | | | | | Jeff Webster(10) | 2023 | 502,022 | 1,418,821 | 651,623 | 11,461 | 115,729 | 2,699,656 | | Executive Vice President and | | | | | | | | | Chief Operating Officer | | | | | | | | | Lori Lipcaman | 2023 | 514,873 | 920,667 | 621,965 | 366,494 | 30,710 | 2,454,709 | | Former Executive Vice President and | 2022 | 499,848 | 332,192 | 499,848 | - | 29,202 | 1,361,090 | | Chief Financial Officer | 2021 | 546,137 | 403,826 | 546,137 | 30,676 | 34,200 | 1,560,976 | | Roy Shoshani(11) | 2023 | 465,000 | 854,006 | 682,619 | - | 123,900 | 2,125,525 | | Executive Vice President and | | | | | | | | | Chief Technical Officer | | | | | | | |

  81. Summary Compensation Table

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  82. Summary Compensation Table

    | (1) Column (c) reflects base salary earned during the respective years. The employment agreement for Ms. Lipcaman specifies that her salary be denominated and paid in euro. The employment agreements for Messrs. Zandman and Webster provide for their salaries to be denominated and paid in Israeli shekels. The amounts presented have been converted into U.S. dollars at the weighted average exchange rate for the year. | | (2) Column (e) represents the grant-date fair value of RSUs and PBRSUs granted in the respective years determined in accordance with FASB ASC Topic 718 in the year of grant. The grant-date fair value is based on the same assumptions described in Note 12 of our consolidated financial statements included in our Form 10-K filed on February 16, 2024, including the consideration of the present value of assumed dividends which are not received by the RSU holder during the vesting period. The grant-date fair value is recognized for accounting purposes over the period the recipient is required to provide service in exchange for the respective awards. At the grant dates of the 2021 and 2022 awards, the Company expected all performance-based vesting criteria to be achieved. Accordingly, the grant-date fair value for these PBRSUs reflects the expectation that the maximum number of units will be earned. The common stock underlying the RSU and PBRSU awards is not received until the awards are vested (in some cases, subject to satisfaction of performance conditions) and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized. For RSUs with market conditions (first granted in 2023), the Company estimates the grant date fair value using a Monte Carlo simulation valuation model and recognizes the expense for the awards over the period in which the condition is assessed regardless of whether the market condition is ultimately achieved. | | (3) Column (e) also includes the grant-date fair value of 5,000 phantom stock units awarded annually to Mr. Zandman pursuant to the terms of his employment agreement. The common stock underlying these awards is not received until termination of employment, and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized. | | (4) Column (g) reflects non-equity incentive compensation earned by our Named Executive Officers during the respective years, translated at the weighted average exchange rate for the year. | | (5) Column (h) reflects the change in the actuarial present value of the Named Executive Officer's pension and other post-employment benefits under respective defined benefit retirement plans, from the plan measurement date used in preparing the prior year consolidated financial statements to the plan measurement date used in preparing the current year consolidated financial statements, determined using the same interest rate, mortality, and other actuarial assumptions used in our consolidated financial statements as set forth in Note 11 thereof. No amounts are presented for 2023 for Mr. Zandman because changes in actuarial assumptions and exchange rate impacts resulted in a decrease in the net present value of such benefits by $409,099. | | (6) The Company includes in these pension and post-employment benefits certain termination benefits for Mr. Zandman, which are payable at normal retirement if such executives are employed by the Company at age 62. See "Pension and Retirement Benefits" beginning on page 47. | | (7) Mr. Zandman also receives annual contributions to our non-qualified deferred compensation plan under which amounts deferred are credited with earnings based on the performance of notional investment options available under the plan. No portion of the earnings credited were "above market" or "preferential." Consequently, no deferred compensation plan earnings are included in the amounts reported in column (h). See the "Non-qualified Deferred Compensation" table for more information on the benefits payable under the non-qualified deferred compensation plan. |

  83. Summary Compensation Table

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  84. Summary Compensation Table

    | (8) All Other Compensation includes company contributions into Vishay's non-qualified deferred compensation plan, personal use of company car, Company contributions to defined contribution plans outside of the United States, benefits generally available to employees in Israel, medical benefits in excess of normal group or government health insurance in country of residence, additional units of phantom stock granted as a result of dividends declared by the Company, and other perquisites, as described below (asterisk denotes amounts paid in foreign currency and translated at average exchange rates for the year): |

  85. Summary Compensation Table

    | | 2023 | 2022 | 2021 | | | Marc Zandman | $100,000 | $100,000 | $100,000 | Company contribution to non-qualified deferred compensation plan | | | 71,770 | 71,720 | 71,666 | Personal use of Company car* | | | 177,538 | 270,586 | 179,543 | Statutory Israeli employment benefits* | | | 83,693 | 82,766 | 85,543 | Medical and prescription drug costs | | | 47,536 | 44,676 | 40,276 | Phantom stock - dividend equivalents | | | $480,537 | $569,748 | $477,028 | Total | | Joel Smejkal | $9,690 | | | Personal use of Company car* | | | 16,500 | | | Company match to 401(k) plan | | | 7,421 | | | Group Term Life imputed income | | | $33,611 | | | Total | | Jeff Webster | $22,216 | | | Personal use of Company car* | | | 93,513 | | | Statutory Israeli employment benefits* | | | $115,729 | | | Total | | Lori Lipcaman | $14,327 | $13,922 | $16,980 | Personal use of Company car* | | | 16,383 | 15,280 | 17,220 | Company-paid medical costs* | | | $30,710 | $29,202 | $34,200 | Total | | Roy Shoshani | $19,066 | | | Personal use of Company car | | | 16,500 | | | Company match to 401(k) plan | | | 26,445 | | | Siliconix profit sharing | | | 2,249 | | | Group Term Life imputed income | | | 59,640 | | | Housing allowance | | | $123,900 | | | Total |

  86. Summary Compensation Table

    | (9) Mr. Smejkal was appointed President and Chief Executive Officer effective January 1, 2023. | | (10) Mr. Webster was appointed Executive Vice President and Chief Operating Officer effective January 1, 2023. | | (11) Mr. Shoshani was appointed Executive Vice President and Chief Technical Officer effective January 1, 2023. |

  87. Summary Compensation Table

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  88. 2023 Grants of Plan Based Awards

    2023 Grants of Plan Based Awards The following table provides information with regard to plan based awards granted to each Named Executive Officer during 2023. The information included in the table should be read in conjunction with the footnotes which follow and the description of the 2023 incentive awards described in "Compensation Discussion and Analysis."

  89. 2023 Grants of Plan Based Awards

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SHARES OF STOCK OR UNITS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS | GRANT DATE FAIR VALUE OF STOCK AWARDS | | | | (1) | | | (2) | | | | (3)(4) | | | GRANT | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | | | | NAME | DATE | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Marc Zandman | 1/1/2023 | - | 3,310,000 | 3,468,021 | - | - | - | 5,000 | 107,400 | | | 3/24/2023 | - | - | - | - | - | - | 36,772 | 769,149 | | | 3/24/2023 | - | - | - | 18,386 | 36,772 | 73,544 | - | 969,310 | | Joel Smejkal | 1/1/2023 | 450,000 | 900,000 | 1,800,000 | - | - | - | - | - | | | 3/24/2023 | - | - | - | - | - | - | 53,266 | 1,114,149 | | | 3/24/2023 | - | - | - | 26,633 | 53,266 | 106,532 | - | 1,404,092 | | Jeff Webster | 1/1/2023 | 251,011 | 502,022 | 1,004,044 | - | - | - | - | - | | | 3/24/2023 | - | - | - | - | - | - | 30,011 | 627,731 | | | 3/24/2023 | - | - | - | 15,006 | 30,011 | 60,022 | - | 791,090 | | Lori Lipcaman | 1/1/2023 | 257,436 | 514,873 | 1,029,746 | - | - | - | - | - | | | 3/24/2023 | - | - | - | - | - | - | 19,474 | 407,332 | | | 3/24/2023 | - | - | - | 9,737 | 19,474 | 38,948 | - | 513,335 | | Roy Shoshani | 1/1/2023 | 232,500 | 465,000 | 930,000 | - | - | - | - | - | | | 3/24/2023 | - | - | - | - | - | - | 18,064 | 377,839 | | | 3/24/2023 | - | - | - | 9,032 | 18,064 | 36,128 | - | 476,167 |

  90. 2023 Grants of Plan Based Awards

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  91. 2023 Grants of Plan Based Awards

    | (1) Amounts in these columns represent the threshold, target and maximum bonus levels for each Named Executive Officer. There is no threshold for Mr. Zandman applicable to estimated future payouts of the Company's non-equity incentive plan awards. | | | (2) Included in these columns are market-condition PBRSUs granted pursuant to the respective employment agreements of the Named Executive Officers. The market-condition PBRSUs will be earned based on relative Total Stockholder Return ("rTSR"), Vishay's total stockholder return relative to returns on the S&P MidCap 400 Index. The 2023 PBRSUs are measured over a 3-year period ending December 31, 2025. The maximum number of units that can be earned is 200% of target, if the rTSR exceeds 140%. Such awards are subject to accelerated vesting upon certain termination events as described above. | | | 20% or more below the S&P MidCap 400 Index | 0% | | Between 0% and 20% below the S&P MidCap 400 Index | 50.00% to 99.99% | | Equal to the S&P MidCap 400 Index | 100% | | Between 0% and 40% above the S&P MidCap 400 Index | 100.01% to 199.99% | | 40% or more above the S&P MidCap 400 Index | 200% | | (3) Included in this column are awards of phantom stock granted to Mr. Zandman and awards of RSUs granted to Named Executive Officers. | | | (4) Amounts in this column include: | |

  92. 2023 Grants of Plan Based Awards

    | • | the grant-date fair value of the time-vested RSUs. The amount is calculated using the closing price of Vishay stock on the date of grant of $21.59 adjusted for the present value of expected dividends. The common stock underlying these awards is not received until the awards are vested and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized. | | • | the grant-date fair value of the market-condition PBRSUs. The amount is calculated using a Monte Carlo valuation model and using the average closing price of Vishay stock for twenty days prior to year end. The grant-date fair value of the market-condition PBRSUs was determined to be $26.36. | | • | the grant-date fair value of 5,000 phantom stock units. The amount is calculated using the closing price of Vishay stock on the grant date of $21.48. The common stock underlying these awards is not received until termination of employment, and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized. |

  93. 2023 Grants of Plan Based Awards

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  94. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information regarding unvested stock awards (RSUs) held by our Named Executive Officers as of December 31, 2023.

  95. Outstanding Equity Awards at Fiscal Year End

    | | | STOCK AWARDS | | | | | NAME | GRANT DATE (1)(4) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OF UNITS OF STOCK THAT HAVE NOT VESTED ($) (2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (2) | | Marc Zandman | 2/23/2021 | 17,435 | 417,917 | 52,308 | 1,253,823 | | | 2/22/2022 | 18,117 | 434,264 | 54,353 | 1,302,841 | | | 3/24/2023 | 36,772 | 881,425 | 36,772 | 881,425 | | Total | | 72,324 | 1,733,606 | 143,433 | 3,438,089 | | Joel Smejkal | 2/23/2021 | 6,987 | 167,478 | 6,987 | 167,478 | | | 2/22/2022 | 6,815 | 163,356 | 6,815 | 163,356 | | | 3/24/2023 | 53,266 | 1,276,786 | 53,266 | 1,276,786 | | Total | | 67,068 | 1,607,620 | 67,068 | 1,607,620 | | Jeff Webster | 2/23/2021 | 4,410 | 105,708 | 4,411 | 105,732 | | | 2/22/2022 | 4,783 | 114,649 | 4,783 | 114,649 | | | 3/24/2023 | 30,011 | 719,364 | 30,011 | 719,364 | | Total | | 39,204 | 939,721 | 39,205 | 939,745 | | Lori Lipcaman | 2/23/2021 | 8,887 | 213,021 | 8,887 | 213,021 | | | 2/22/2022 | 9,002 | 215,778 | 9,003 | 215,802 | | | 3/24/2023 | 19,474 | 466,792 | 19,474 | 466,792 | | Total | | 37,363 | 895,591 | 37,364 | 895,615 | | Roy Shoshani | 3/24/2023 | 18,064 | 432,994 | 18,064 | 432,994 | | Total | | 18,064 | 432,994 | 18,064 | 432,994 |

  96. Outstanding Equity Awards at Fiscal Year End

    | (1) RSUs granted February 23, 2021 and one third of RSUs granted March 24, 2023, vested on January 1, 2024. RSUs granted February 22, 2022 and one third of the RSUs granted March 24, 2023 will vest on January 1, 2025. One third of the RSUs granted March 24, 2023 will vest on January 1, 2026. | | (2) Based on the closing price of Vishay common stock on December 31, 2023 of $23.97. | | (3) Based on period-to-date performance, the performance-based RSUs granted in 2021 and 2022 are shown at "maximum", and the performance-based awards RSUs granted in 2023 are shown at "target". | | (4) Time-based vesting conditions will be deemed satisfied, and performance-based vesting conditions will remain in effect, upon the executive's death, disability, termination without cause, resignation with "good reason," or resignation for any reason following the attainment of age 62 (except where cause exists). In the event of voluntary termination by the executive before age 62 (without "good reason") or termination for cause, the executive's outstanding RSUs (including PBRSUs) will be forfeited. As of December 31, 2023, the following NEOs had reached age 62: | | Marc Zandman | | Lori Lipcaman |

  97. Outstanding Equity Awards at Fiscal Year End

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  98. 2023 Stock Vested

    2023 Stock Vested The following table provides information with regard to amounts paid to or received by our Named Executive Officers during 2023 as a result of vesting of restricted stock units (including performance-based RSUs).

  99. 2023 Stock Vested

    | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING | | NAME | (#) | ($) | | (a) | (d) | (e) | | Marc Zandman | 63,559 | 1,339,983 | | Joel Smejkal | 6,510 | 137,247 | | Lori Lipcaman | 14,148 | 298,275 |

  100. 2023 Stock Vested

    The table above excludes RSUs that vested on January 1, 2024.

  101. Pension and Retirement Benefits

    Pension and Retirement Benefits Vishay maintains various retirement benefit plans and arrangements. Vishay's German subsidiaries have a noncontributory defined benefit plan governed by German law covering its management and executive employees. Ms. Lipcaman participates in this plan. In 2010, Mr. Zandman's employment arrangement was modified such that upon any termination (other than for cause) after attaining age 62, he would be entitled to the same payments and benefits he would have received if his respective employment was terminated by Vishay without cause or by Mr. Zandman for good reason. These modifications were included in an amendment signed on August 8, 2010. The expense associated with the modification to the employment arrangement of Mr. Zandman effectively represents a defined retirement benefit recognized for financial accounting purposes over the remaining service period of the individual. Messrs. Smejkal, Webster, and Shoshani do not currently participate in any defined benefit retirement plans. Mr. Webster has a deferred vested benefit in a U.S. non-qualified pension plan from his previous employment with the U.S. based parent company, Vishay Intertechnology, Inc. See the discussion of post-employment medical benefits within the section "Employee Benefits" on page 37.

  102. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation The Named Executive Officers may participate in a non-qualified deferred compensation plan, which is available to all employees who meet certain criteria under the Internal Revenue Code. Certain Named Executive Officers are entitled under their respective employment agreements to annual contributions to this plan by Vishay, less certain applicable taxes. The Named Executive Officers are also eligible to elect to defer additional amounts of compensation, subject to certain limitations. Amounts contributed to these plans prior to January 1, 2005, were deemed deferred until retirement or termination of employment. Effective January 1, 2005, all employees that participate in the plan were given the option to choose shorter deferral periods for all or a portion of their deferred compensation. All participating Named Executive Officers have elected to defer all amounts of compensation until retirement or termination of employment, at which time, the amounts would be paid in a lump sum. To the extent required to avoid tax penalties, the deferred amounts are not paid until six months after the termination of employment. While deferred, amounts are credited with "earnings" based on the performance of notional investment options available under the plan.

  103. Non-qualified Deferred Compensation

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  104. 2023 Non-qualified Deferred Compensation Table

    2023 Non-qualified Deferred Compensation Table The following table sets forth information relating to the activity in the non-qualified deferred compensation plan accounts of the Named Executive Officers during 2023 and the aggregate balance of the accounts as of December 31, 2023:

  105. 2023 Non-qualified Deferred Compensation Table

    | NAME (a) | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) (b) | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR (1) ($) (c) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($) (d) | AGGREGATE WITHDRAWALS/DISTRIBUTIONS ($) (e) | AGGREGATE BALANCE AT LAST FISCAL YEAR END (2) ($) (g) | | Marc Zandman | - | 100,000 | 669,094 | - | 4,623,298 | | Jeff Webster | - | - | 3,678 | - | 18,315 |

  106. 2023 Non-qualified Deferred Compensation Table

    | (1) These amounts are included in column (i) of the "Summary Compensation Table" as a component of "All Other Compensation." No portion of the earnings credited during 2023 was "above market" or "preferential." Accordingly, no amounts related to earnings on deferred compensation have been included in the "Summary Compensation Table." | | (2) Of the amount reported, $2,000,000 has been previously reported in the Summary Compensation Tables of prior years' proxy statements for Mr. Zandman. |

  107. 2023 Non-qualified Deferred Compensation Table

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  108. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control Our employment agreements with our Named Executive Officers provide incremental compensation in the event of termination, as described below. Termination of employment also impacts phantom stock units and non-qualified deferred compensation balances. In the event of a change in control, equity awards granted before 2023 automatically vest. Equity awards granted in 2023 and beyond to the Named Executive Officers, other than Mr. Zandman, will not automatically vest upon a change in control.

  109. Mr. Zandman

    Mr. Zandman The executive employment contract of Mr. Zandman contains severance provisions providing generally for three years of compensation in the case of a termination without cause, a voluntary termination by the executive for "good reason" (as defined in the employment agreement), or any termination (other than for cause) after attaining age 62. Specifically, severance items include:

  110. Mr. Zandman

    | • | salary continuation for three years, payable over three years; | | • | 5,000 shares of common stock annually for three years. Because these shares are granted after termination of employment, actual shares – rather than phantom stock units – are granted; | | • | bonus for the year of termination; | | • | payment of any earned but unpaid bonus for the previously completed year; | | • | $1,500,000 lump sum cash payment; | | • | lifetime continuation of executive's life insurance benefit. In lieu of insurance, the Company has assumed this obligation; | | • | service-based vesting criteria applicable to outstanding equity awards is deemed satisfied and performance-based vesting criteria generally remains in effect; and | | • | continuation of executive's medical benefit for a maximum of three years if the termination occurs before attaining age 62 and lifetime continuation up to an annual premium value if the termination occurs after attaining age 62. For Mr. Zandman this annual premium value is $50,000 and subject to possible increase as detailed in his employment agreement, see page 37. |

  111. Other Executives

    Other Executives The employment agreements of Messrs. Smejkal, Webster, and Shoshani and Ms. Lipcaman provide that upon a termination without cause or resignation with "good reason" (as defined in the respective employment agreements), and subject to the execution of a general release, the executives will be entitled to receive:

  112. Other Executives

    | • | continuation of base salary for 36 months; | | • | payment of any earned but unpaid bonus for the previously completed year; and | | • | payment of a pro-rata bonus for the year of termination, based on that year's actual performance. |

  113. Summary of Potential Payments Upon Termination or a Change in Control

    Summary of Potential Payments Upon Termination or a Change in Control The following table summarizes the elements of compensation that would have been received by each of the Company's Named Executive Officers had they been terminated without cause or for "good reason" as of December 31, 2023. As described above, the amount of the severance payments would have been the same upon termination without cause or resignation with "good reason".

  114. Summary of Potential Payments Upon Termination or a Change in Control

    | | SALARY CONT. (1) | BONUS (2) | STOCK GRANTS (3)(4) | LUMP SUM TERMINATION PAYMENT | PENSION (5) | MEDICAL BENEFIT (6) | LIFE INSURANCE BENEFIT (7) | NON-QUALIFIED DEFERRED COMPENSATION (8) | | Marc Zandman | $3,468,021 | $3,421,960 | $5,531,245 | $1,500,000 | $- | $451,855 | $1,156,007 | $4,623,298 | | Joel Smejkal | 2,700,000 | 1,321,198 | 3,215,240 | - | - | - | - | - | | Jeff Webster | 1,506,066 | 651,623 | 1,879,466 | - | 117,281 | - | - | 18,315 | | Lori Lipcaman | 1,544,619 | 621,965 | 1,791,206 | - | 1,597,607 | - | - | - | | Roy Shoshani | 1,395,000 | 682,619 | 865,988 | - | - | - | - | - |

  115. Summary of Potential Payments Upon Termination or a Change in Control

    | (1) Equals 3 times U.S. dollar value of the 2023 salary. | | (2) Consists of non-equity incentive plan compensation for 2023 as reflected in the "Summary Compensation Table." | | (3) For Mr. Zandman, includes 15,000 shares, multiplied by $23.97, which was the closing price of Vishay's common stock on December 31, 2023. The shares are to be paid out over three years. | | (4) Includes the value of RSUs outstanding as of December 31, 2023, including PBRSUs. The performance-based RSUs granted in 2021 and 2022 are shown at "maximum". The market-based awards RSUs granted in 2023 are shown at "target". | | (5) Present value of accumulated benefit reflected in the "Pension Benefits" table, paid annually until death, exclusive of contractual termination payments and retiree medical benefits, which are shown in next column. | | (6) Present value of accumulated retiree medical benefits reflected in the "Pension Benefits" table. | | (7) The employment agreement of Mr. Zandman provides for a lifetime continuation of his life insurance benefits, with a death benefit equal to one time final base salary payable to his respective beneficiaries. The Company has decided to self-insure this obligation. The table estimates the value of this life insurance benefit at the 2023 base salary of Mr. Zandman, without consideration of the time value of money. | | (8) Aggregate balance at year end as reflected in the "Non-qualified Deferred Compensation" table. |

  116. Summary of Potential Payments Upon Termination or a Change in Control

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  117. Summary of Potential Payments Upon Termination or a Change in Control

    For Mr. Zandman, a termination by reason of disability is deemed in his respective employment agreements to be equivalent to a termination without cause. Accordingly, presuming termination by disability as of December 31, 2023, the compensation described in the table above would be payable. Additionally, the employment agreement of Mr. Zandman provides for disability benefits which are payable if he suffers a disability prior to his attainment of the statutory retirement age in Israel. Such disability benefit is equal to 60% of the sum of Mr. Zandman's base salary and the average of his annual bonus payments, less certain adjustments as stated in his employment agreement. If Mr. Zandman had become disabled on December 31, 2023, the annual disability payment would have been approximately $2,492,000, and such disability benefit would have been payable for approximately 4.9 years until he reached the statutory retirement age. For Messrs. Smejkal, Webster, and Shoshani and Ms. Lipcaman, a termination by reason of disability does not constitute a termination without cause pursuant to their respective employment agreement. Upon a termination by reason of disability, Messrs. Smejkal, Webster, and Shoshani and Ms. Lipcaman would be entitled to the following:

  118. Summary of Potential Payments Upon Termination or a Change in Control

    | • | a lump sum cash payment equal to all accrued compensation; | | • | all rights she is entitled to under the terms of any Vishay retirement plans and benefit plans, including disability insurance; and | | • | payment of a pro-rata bonus for the fiscal year in which notice of termination is given, determined and paid in the same manner and at the same time as such bonus would have been determined and paid in the absence of such termination. |

  119. Summary of Potential Payments Upon Termination or a Change in Control

    Furthermore, upon termination by reason of disability, any service-based vesting criteria applicable to outstanding RSUs will be deemed satisfied and any performance-based vesting criteria applicable to such equity awards will remain in effect. Accordingly, presuming termination by disability as of December 31, 2023, Messrs. Smejkal, Webster, and Shoshani and Ms. Lipcaman, would receive their 2023 bonus, as reported in column (e) of the Summary Compensation Table on page 41; plus the amounts presented in the table above for “stock grants” and “pension.” Upon a termination by reason of death, the beneficiaries of Mr. Zandman would be entitled to:

  120. Summary of Potential Payments Upon Termination or a Change in Control

    | • | a lump sum cash payment equal to all accrued compensation; | | • | payment of phantom stock; and | | • | payment of non-qualified deferred compensation. |

  121. Summary of Potential Payments Upon Termination or a Change in Control

    Additionally, upon a termination by reason of death, the beneficiaries of Mr. Zandman would be eligible for continued medical benefits and for a death benefit under a self-insured life insurance obligation, equal to three times base salary while employed (and one times base salary after retirement). Presuming death as of December 31, 2023, the amounts presented in the table above, other than the “lump sum termination payment,” would be payable upon the death of Mr. Zandman, with the self-insured death benefit replacing the amount presented as “salary continuation.” For Messrs. Smejkal, Webster, and Shoshani and Ms. Lipcaman, a termination by reason of death would result in the same compensation paid to her respective beneficiaries as would be payable by reason of termination by disability.

  122. Excise Taxes Upon a Change in Control

    Excise Taxes Upon a Change in Control None of our Named Executive Officers are entitled to an excise tax gross-up upon a change in control.

  123. Excise Taxes Upon a Change in Control

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  124. Impact on RSUs

    Impact on RSUs With respect to our Named Executive Officers, time-based vesting conditions will be deemed satisfied, and performance-based vesting conditions will remain in effect, upon the executive's death, disability, termination without cause, resignation with "good reason," or resignation for any reason following the attainment of age 62 (except where cause exists). Had a change in control occurred on December 31, 2023, no single trigger would result in new awards vesting. If awards are assumed or continued upon a change in control, double trigger vesting would take place upon a termination without cause or good reason in connection with a change in control. If these awards are not assumed or continued, the awards would vest in connection with a change in control (assuming all vesting conditions are met). In the event of voluntary termination by the executive before age 62 (without "good reason") or termination for cause, the executive's outstanding RSUs (including PBRSUs) will be forfeited. At December 31, 2023, unvested time-vested RSUs and PBRSUs were as follows:

  125. Impact on RSUs

    | NAME | UNVESTED TIME-VESTED RSUs | UNVESTED PBRSUs | | Marc Zandman | 72,324 | 143,433 | | Joel Smejkal | 67,068 | 67,068 | | Jeff Webster | 39,204 | 39,205 | | Lori Lipcaman | 37,363 | 37,364 | | Roy Shoshani | 18,064 | 18,064 |

  126. Impact on RSUs

    The table above excludes the 2024 annual grant for the current Named Executive Officers and includes the RSUs that vested January 1, 2024. Based on period-to-date performance, the performance-based RSUs granted in 2021 and 2022 are shown at "maximum". The market-based awards RSUs granted in 2023 are shown at "target".

  127. Median Pay Ratio

    Median Pay Ratio Since 2017, the Company has disclosed the ratio of the compensation of its CEO to the compensation of its median employee. The median employee was chosen in 2023 from a population of all global employees, excluding our CEO, as of December 1, 2023. All employees regardless of full-time, part-time, or seasonal status were included within the sampled population and there were no adjustments or assumptions made with respect to the salaries and wages metric utilized. Annual salaries and wages actually earned during January 1 through December 1, 2023 were used as the identifying metric for all employees as it is a consistent measure amongst all employees. We determined the median employee's total compensation in accordance with SEC regulations. The total compensation of the median employee was then compared to the total compensation of the CEO. For 2023, the ratio of the CEO total compensation to the median employee total compensation was $4,773,050 : $18,621 or 256 : 1.

  128. Median Pay Ratio

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  129. Pay Versus Performance

    Pay Versus Performance In August 2022, the SEC adopted additional disclosure requirements regarding the relationship between a registrant’s executive compensation and its financial performance. The following table summarizes certain information regarding pay vs. performance for the period 2020-2023:

  130. Pay Versus Performance

    | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR (1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (2) | COMPENSATION ACTUALLY PAID TO PEO (2)(3)(4) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs (2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs (2)(3)(4) | TOTAL SHAREHOLDER RETURN (5) | PEER GROUP SHAREHOLDER RETURN (5) | NET INCOME (In millions) | ADJUSTED NET EARNINGS (In millions) (6) | | 2023 | $4,773,050 | $4,871,457 | $3,546,063 | $3,647,863 | 121.56 | 238.72 | $323.8 | $342.2 | | 2022 | 6,817,811 | 6,840,363 | 3,790,780 | 3,817,519 | 107.61 | 142.94 | 428.8 | 454.2 | | 2021 | 8,388,523 | 8,059,915 | 3,224,127 | 3,050,308 | 106.90 | 219.51 | 298.0 | 337.3 | | 2020 | 5,322,814 | 4,795,630 | 2,251,865 | 2,005,870 | 99.48 | 153.66 | 122.9 | 134.1 |

  131. Pay Versus Performance

    | (1) This table includes only the years 2020-2023 under transitional guidance provided by the SEC. |

  132. Pay Versus Performance

    | (2) For the years 2020-2022, the principal executive officer was our Chief Executive Officer, who was Dr. Gerald Paul during such years, and the non-PEO NEOs for each year were Marc Zandman, Lori Lipcaman, Johan Vandoorn, and Clarence Tse. For 2023, the principal executive officer is our Chief Executive Officer, Joel Smejkal, and the non-PEO NEOs for 2023 is Marc Zandman, Jeff Webster, Lori Lipcaman, and Roy Shoshani. |

  133. Pay Versus Performance

    | (3) The reconciliation of Summary Compensation Table amounts to the compensation actually paid presented above is summarized in the following table: |

  134. Pay Versus Performance

    | | 2023 | | | | PEO | AVERAGE NON-PEO NEOs | | Total Per Summary Compensation Table | $4,773,050 | $3,546,063 | | Stock Compensation Per Summary Compensation Table | (2,518,241) | (1,259,838) | | Change in Value of Prior Period Stock Compensation | 2,616,648 | 1,456,127 | | Change in Pension Value Per Summary Compensation Table | – | (94,489) | | Pension Service Costs | – | – | | Compensation Actually Paid | $4,871,457 | $3,647,863 |

  135. Pay Versus Performance

    | (4) "Compensation actually paid" is computed based on guidance in the SEC rules, and adjusts stock compensation as presented in the Summary Compensation Table (which is at grant date fair value) for changes in fair value since the grant date, and adjusts changes in pension value to reflect service costs. |

  136. Pay Versus Performance

    | (5) Both total shareholder return ("TSR") and peer group TSR are determined in the same manner, calculated as the sum of cumulative dividends (assuming dividend reinvestment) and the cumulative increase or decrease in the stock price/stock index each respective year, divided by the stock price/stock index at December 31, 2019. Peer group TSR is based on the Philadelphia Semiconductor Index, which the Company utilizes as a peer group in its stock performance graph presented in Item 5 of its annual report on Form 10-K. |

  137. Pay Versus Performance

    | (6) The “Company selected measure” is “Adjusted Net Earnings.” "Adjusted Net Earnings" is described and calculated under the heading "Performance Measures and Metrics," beginning on page 31. For several years, this measure was clearly the most important measure when evaluating pay versus performance. Named Executive Officers have PBRSUs based largely on this measure and one Executive Officers has non-equity incentive compensation based exclusively on this measure. Beginning in 2023, PBRSUs are based on relative Total Shareholder Return (rTSR), measured as our total shareholder return relative to the returns of the S&P MidCap 400. In the future, we may determine that rTSR or another measure is the most important financial performance measure. |

  138. Pay Versus Performance

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  139. Pay Versus Performance

    While the Company considers Adjusted Net Earnings to be its most important measure in determining executive compensation, other key measures are utilized in determining executive compensation, as noted below:

  140. Pay Versus Performance

    | • | adjusted EBITDA; | | • | adjusted EBITDA margin; and | | • | free cash. |

  141. Pay Versus Performance

    Each of these measures is described under the heading "Performance Measures and Metrics", beginning on page 31. We believe the table above shows the alignment between compensation actually paid to the NEOs and the Company’s performance, consistent with our compensation philosophy as described in our Compensation Discussion and Analysis section of this proxy statement. Specifically, a large portion of the NEOs’ compensation is reliant on Adjusted Net Earnings and as such the CEO and non-CEO “compensation actually paid” each year was aligned with Adjusted Net Earnings performance and generally increased when our Adjusted Net Earnings performance increased. Compensation actually paid to our CEO decreased in 2023 versus 2022, primarily due to the appointment of a new CEO. Compensation actually paid to our other NEOs decreased slightly in 2023 primarily due to the inclusion of severance amounts for certain Named Executive Officers in 2022, mostly offset by larger RSU grants to other NEOs in 2023. The charts below show, for the past four years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the CEO and non-CEO “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s net income; and (iii) the Company’s Adjusted Net Earnings.

  142. Pay Versus Performance

    | 2024 Proxy Statement | Compensation Tables | Table of Contents |

  143. 2024 Compensation

    Bonus. Mr. Zandman will be eligible to earn an annual cash bonus equal to 1.0% percentage of adjusted net earnings, capped at three times his base salary. The other Named Executive Officers are eligible to earn an annual cash bonus with a target amount equal to a percentage of their base salary as follows:

  144. 2024 Compensation

    | NAME | 2024 ANNUAL CASH BONUS (AS A PERCENTAGE OF BASE SALARY) | | Joel Smejkal | 130% | | Jeff Webster | 100% | | Roy Shoshani | 100% |

  145. 2024 Compensation

    Equity. Each Named Executive Officer received an equity grant on February 27, 2024 in the form of restricted stock units (RSUs), of which 50% are performance-based awards.

  146. 2024 Compensation

    | NAME | TIME-VESTED RSUs(1) | PBRSUs(2) | TOTAL | | Marc Zandman | 31,047 | 31,047 | 62,094 | | Joel Smejkal | 93,907 | 93,907 | 187,814 | | Jeff Webster | 29,684 | 29,684 | 59,368 | | Roy Shoshani | 27,485 | 27,485 | 54,970 |

  147. 2024 Compensation

    | (1) The awards will generally vest in three equal installments in 2025, 2026, and 2027, subject to accelerated vesting upon certain termination events as further described above. | | (2) The market-condition PBRSUs will be earned based on relative Total Stockholder Return (“rTSR”), Vishay’s total stockholder return relative to returns on the S&P MidCap 400 Index. The 2024 PBRSUs will be measured over a 3-year period ending December 31, 2026. The PBRSUs listed in the table represent the number of units earned at target. The maximum number of units that can be earned is 200% of target, if the rTSR exceeds 140%. Such awards are subject to accelerated vesting upon certain termination events as described above. |

  148. Additional Information on Equity Compensation Plans

    Additional Information on Equity Compensation Plans The following table provides certain information concerning our equity compensation plans as of December 31, 2023.

  149. Additional Information on Equity Compensation Plans

    | | NUMBER OF SHARES OF COMMON STOCK TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | NUMBER OF SHARES OF COMMON STOK REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SHARES REFLECTED IN THE FIRST COLUMN) | | Equity compensation plans approved by stockholders (1) | | | | | 2007 Stock Incentive Program (3) | | | | | Restricted Stock Units (4) | 971,000 | n/a | | | Phantom Stock Units (5) | 119,000 | n/a | | | Total 2007 Stock Incentive Program | 1,090,000 | | -(3) | | 2023 Long-Term Incentive Plan (3) | | | | | Restricted Stock Units (4) | 746,000 | n/a | (2) | | Phantom Stock Units (5) | 1,000 | n/a | (2) | | Total 2023 Long-Term Incentive Plan | 747,000 | | 5,250,847(3) | | Total approved by stockholders | 1,837,000 | | 5,250,847 | | Equity compensation plans not approved by stockholders | - | | - | | Total equity compensation plans | 1,837,000 | | 5,250,847 |

  150. Additional Information on Equity Compensation Plans

    | (1) Additional information about these plans is presented in Note 12 to the Company's consolidated financial statements, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. | | (2) The 2023 Long-Term Incentive Plan provides for the grant of stock options, restricted stock, unrestricted stock, RSUs (including PBRSUs), and phantom stock units. Therefore the shares available for future issuance are presented only in total for the 2023 Plan. | | (3) Following the approval of the 2023 Long-Term Incentive Plan, there are no authorized shares available for grant under the 2007 Stock Incentive Program. Pursuant to the terms of the 2023 Plan, any shares of common stock that are subject to outstanding awards granted pursuant to the 2007 Program that subsequently cease to be subject to such awards as a result of the termination, expiration, cancellation, or forfeiture of such awards and any shares of common stock withheld in settlement of tax withholding obligations associated with outstanding awards granted pursuant to the 2007 Program may become available for issuance under the 2023 Plan. | | (4) Each RSU entitles the recipient to receive a share of Vishay common stock. Because these awards have no exercise price, there is no calculation of weighted average exercise price. | | (5) Each phantom stock unit entitles the recipient to receive a share of Vishay common stock at the individual's termination of employment or any other future date specified in the employment agreement. Because these awards have no exercise price, there is no calculation of the weighted average exercise price. |

  151. Additional Information on Equity Compensation Plans

    | 2024 Proxy Statement | Proposal Three | Table of Contents |