DEF 14A of Bel Fuse Inc /NJ
Filed Apr 1, 2024 · FY20230001437749-24-010244
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Our Nominees and Continuing Directors
Our Nominees and Continuing Directors Under our Amended and Restated Certificate of Incorporation, the Board is divided into three classes with approximately one-third of the directors standing for election each year. The Board currently consists of nine directors. The directors hold office for staggered terms of three years (and until their successors are elected and qualified, or until their earlier death, resignation, or removal). One of the three classes is elected each year to succeed the directors whose terms are expiring. At the Annual Meeting, the holders of the Class A Common Stock will elect three directors for three-year terms. Our Board and the Nominating and ESG Committee believe that each of our nominees brings a strong and diverse set of skills, experiences and perspectives that, when combined with the other continuing directors, creates a high-performing Board that is aligned with our business strategy and contributes to the effective oversight of Bel Fuse. The ages, principal occupations and other information about our nominees and continuing directors are shown below. The Board of Directors has nominated Mark B. Segall, Eric Nowling and David J. Valletta for election as directors at the Annual Meeting, each for a term of office expiring in 2027. Each of the Board’s nominees has consented to be named in this proxy statement and to serve as a director if elected. The three nominees contribute significantly to our Board, including as follows:
Our Nominees and Continuing Directors
| ● | Mark B. Segall has significant experience leading complex capital allocation strategies, including international mergers and acquisitions as an investment banker and attorney, and has served on other public boards; |
Our Nominees and Continuing Directors
| ● | Eric Nowling has served as a senior finance executive at two publicly traded technology companies for more than 30 years; and |
Our Nominees and Continuing Directors
| ● | David J. Valletta has significant experience managing worldwide sales for a multi-billion public company in the electronic components industry. |
Our Nominees and Continuing Directors
The Board of Directors recommends a vote “FOR” each of the nominees for director. Unless a shareholder either indicates “withhold authority” on his or her proxy or indicates on his or her proxy that his or her shares should not be voted for certain nominees, it is intended that the persons named in the proxy will vote for the election as directors of the nominees listed below to serve until the expiration of their terms and thereafter until their successors shall have been duly elected and shall have qualified. Discretionary authority is also solicited to vote for the election of a substitute or substitutes for said nominees if any of them, for any reason presently unknown, cannot be a candidate for election. The following sets forth information as of April 1, 2024 concerning the nominees for election to the Board of Directors and comparable information with respect to those directors whose terms of office will continue beyond the date of the Annual Meeting; unless otherwise indicated, business and professional positions have been held for more than five years. As previously announced, John F. Tweedy, who served as a director of the Company during 2023 and in prior years, is retiring from the Board upon the expiration of his term at the Annual Meeting and will not stand for re-election at the Annual Meeting. We thank Mr. Tweedy for his 28 years of dedicated service to the Company.
NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING
NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING
NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING
| Name (and Bel Board Committee Service) | Age | Director Since | Business Experience and Qualifications | | Mark B. Segall Committees: ● Compensation (Chair) ● Nominating and ESG | 61 | 2011 | Business Experience: ● Managing Director of Kidron Corporate Advisors LLC (a New York-based mergers and acquisitions and corporate advisory firm), founded by Mr. Segall (2003 to present); ● Chief Executive Officer of Kidron Capital Securities LLC (a registered broker-dealer) (2009 to present); ● Co-Chief Executive Officer of Investec, Inc. (2001 to 2003); head of investment banking and general counsel at Investec Inc. (1999 to 2001); ● Partner at the law firm of Kramer, Levin, Naftalis & Frankel LLP (1996 to 1999); Current and Prior Company Boards: ● Director of National CineMedia, Inc. (March 2018 to present) and Chairman of the Board of National CineMedia, Inc. (August 2019 to present); ● Director of iAM Capital Group Plc (and certain affiliated entities) (2000 to 2014 and 2017 to present); ● Director of CITIC Capital Acquisition Corp. (February 2021 to February 2022); ● Director of Ronson Europe N.V. (2008 to February 2017; Chairman of the Board from 2011 to February 2017). Qualifications: Mr. Segall has an extensive background in mergers and acquisitions, including his experience as the Senior Managing Director and founder of Kidron Corporate Advisors LLC, a mergers and acquisitions corporate advisory boutique firm. Mr. Segall received an AB in History from Columbia College, Columbia University and a JD from New York University School of Law. His financial and investment banking experience, his educational background and the fact that he is an attorney all led the Board to conclude that Mr. Segall should serve as a director of Bel. |
NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING
| Name | Age | Director Since | Business Experience and Qualifications | | Eric Nowling Committees: ● Audit (Chair) | 67 | 2014 | Business Experience: ● Retired; former Sr. Vice President and Corporate Controller (December 2015 to September 2021) and Vice President of Global Accounting (February 2008 to December 2015) for Verint Systems Inc. (a supplier of software and hardware products for business intelligence and security intelligence); ●Served in various positions, including Vice President, Controller, Chief Accounting Officer and as CFO for Standard Microsystems Corporation (supplier of semiconductor integrated circuit products) (September 1986 to April 2006). Qualifications: Mr. Nowling's more than 40 years of accounting and financial management experience, including his service in senior financial management positions at two publicly-traded technology companies for more than 30 years, and his educational accomplishments led the Board to believe that Mr. Nowling should serve as a director of the Company. Mr. Nowling is the former Sr. Vice President and Corporate Controller and chief accountant for an $800 million technology company. Mr. Nowling holds a B.S. degree in Economics (magna cum laude) from the University of Pennsylvania's Wharton School of Business and was a licensed CPA from 1981 to 2024. |
NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING
| Name | Age | Director Since | Business Experience and Qualifications | | David J. Valletta | 63 | N/A | Business Experience: ● Retired; former Executive Vice President, Worldwide Sales (2007 – 2022), Senior Vice President, Worldwide Strategic Sales (1997-2007) and Director of Field Sales (1994-1997) for Vishay Intertechnology, Inc. (a $3.5 billion manufacturer of resistors, capacitors, inductors and discrete electronic components); ● Served in other sales-related roles at Vitramon (1991-1994), Omnimetrics (1990-1991) and AVX Corporation (1984-1990). Qualifications: Mr. Valletta’s extensive experience in overseeing and directing worldwide sales for Vishay Intertechnology, Inc., a $3.5 billion manufacturer of electronic components, his knowledge of Bel’s industry and his educational achievements, led the Board to conclude that Mr. Valletta should serve as a director of the Company. Mr. Valletta holds a Bachelor of Arts degree from the University of Rhode Island and received his MBA degree, with a Marketing Specialization from Northeastern University in Boston, Massachusetts. |
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING
| Name | Age | Director Since | Business Experience and Qualifications | | Thomas E. Dooley Committees: ● Executive | 67 | February 2020 | Business Experience: ● Retired; formerly held various executive positions at Viacom Inc. (entertainment), including Interim CEO, Chief Operating Officer, Senior Executive Vice President and Chief Administrative Officer. Qualifications: Mr. Dooley’s extensive experience at Viacom Inc., a Fortune 500 company, in a variety of senior executive roles including interim chief executive officer, chief operating officer, chief financial officer and chief administrative officer, together with his knowledge of corporate finance, operations, and mergers and acquisitions, as well as his Bachelor’s Degree from St. John’s University and an MBA from New York University, led the Board to conclude that Mr. Dooley should serve as a director of the Company |
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING
| Name | Age | Director Since | Business Experience and Qualifications | | Rita V. Smith Committees: ● Audit ● Nominating and ESG | 73 | February 2020 | Business Experience: ● Partner at C-Suite Healthcare Advisors (health care, consulting, including strategic resource planning and budgeting, information management systems, case management, and reporting and compliance) (June 2018 to present); ● Vice President Interim Projects at Robert Wood Johnson Barnabas Health (May 2022 – August 2022); ● Senior Vice President of Patient Care Services and Chief Nursing Officer at Robert Wood Johnson Barnabas Health - Jersey City Medical Center (December 2004 – June 2019) Qualifications: Dr. Smith’s experience in strategic resource planning and budgeting, information management systems, case management, and reporting and compliance, together with her experience at Robert Wood Johnson Barnabas Health - Jersey City Medical Center where she had responsibility for a staff of 1,500 people and an operating budget of $150 million, led the Board to conclude that Dr. Smith should serve as a director of the Company. This conclusion is supported by her educational background; Dr. Smith holds a Doctor of Nursing Practice from Rutgers University, a Master’s in Public Administration-Health Care Policy from New York University and a Bachelor’s Degree in Nursing from Kean University. |
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING
| Name | Age | Director Since | Business Experience and Qualifications | | Jacqueline Brito Committees: ● Nominating and ESG (Chair) ● Compensation | 60 | October 2021 | Business Experience: ● CEO of HR Asset Partners LLC (a Florida-based human capital risk prevention consulting firm, including advisory and coaching services), founded by Ms. Brito (2019 to present); ● Graduate Business Instructor at Rollins College (2014 to present); ● Previously held positions at the Crummer Graduate School of Business including Assistant Dean of Admission and Marketing (2010 to 2019), MBA and Career Development Center Director (2007 to 2010), Director of Admission (2004 to 2007); ● Human Resource Internal Consultant/Business Partner at Orlando Sentinel Communications – a Chicago Tribune Company (1998 to 2004). Qualifications: Ms. Brito’s extensive background in diverse fields and disciplines including organizational culture, human capital planning, and executive and transformational leadership coaching (including as the founder and CEO of HR Asset Partners, a leadership strategy firm offering advisory services, and her prior service as the assistant dean of admission at Rollins College’s Crummer Graduate School of Business for nearly a decade where she provided executive, leadership and transformational coaching for graduate students, alumni and employees), together with Ms. Brito’s depth of expertise and insight having built a successful career in leadership development, succession planning and positive employee relations, led the Board to conclude that Ms. Brito should serve as a director of the Company. |
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING
| Name | Age | Director Since | Business Experience and Qualifications | | Daniel Bernstein Committees: ● Executive | 70 | 1986 | Business Experience: ● President (June 1992 to present) and Chief Executive Officer (May 2001 to present) of the Company; ● Vice President (1985-1992) and Treasurer (1986-1992) of the Company. Qualifications: Mr. Bernstein’s knowledge of Bel and its operations, gained over his 46 years of service to the Company, and the leadership he has demonstrated as President (since June 1992), Chief Executive Officer (since May 2001) and through his prior positions with the Company as Vice President of Operations and Director of Sales for the Fuse Division, coupled with his achievement of an MBA degree from Baruch College, led the Board to conclude that Mr. Bernstein should serve as a director of the Company. |
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING
| Name | Age | Director Since | Business Experience and Qualifications | | Peter Gilbert Committees: ● Audit ● Compensation | 76 | 1987 | Business Experience: ● Retired; Former President and Chief Executive Officer of Gilbert Manufacturing Co., Inc. (a manufacturer of electrical components). Qualifications: Mr. Gilbert’s experience in the Company’s industry, as president and chief executive officer and a director of his own electrical components manufacturing business, his knowledge of Bel gained through his service as a director of the Company since 1987, his experience gained by serving as a director on various other boards, and his achievement of an MBA degree from Columbia University led the Board to conclude that Mr. Gilbert should serve as a director of the Company. |
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING
| Name | Age | Director Since | Business Experience and Qualifications | | Vincent Vellucci Committees: ● Executive ● Nominating and ESG | 74 | 2016 | Business Experience: ● Retired; formerly held various positions at Arrow Electronics, Inc. (a $33 billion global distributor of electrical components) for over 45 years, through January 2014, including President of Arrow’s Global Specialty Businesses Division (January 2013 to January 2014) and President of Arrow’s Americas Components Division (March 2010 through January 2013). Qualifications: Mr. Vellucci has over 45 years of experience at Arrow Electronics, most recently serving as President of Arrow’s Global Specialty Businesses and prior to that position, as President of Americas Components where he was responsible for restructuring the Americas Electronics Components Division. Prior to these positions, he served as Senior Vice President, Sales and he also held leadership positions in the emerging customer business unit, the military-aerospace business unit and in semiconductor marketing. Over the span of his career he has been instrumental in various business transformation initiatives including mergers and acquisitions and strategic market analysis. Mr. Vellucci has an educational background in marketing and attended the General Manager Program for Executives at the Harvard Business School. These qualifications led the Board to conclude that Mr. Vellucci should serve as a director of the Company. |
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING
The Board has determined that each of the nominees presented for election to the Board at the Annual Meeting (Mark B. Segall, Eric Nowling and David J. Valletta) is an independent director as defined in NASDAQ Marketplace Rule 5605(a)(2). The Board has additionally determined that the following members of the Board also satisfy such NASDAQ definition of independence: Peter Gilbert, John F. Tweedy (retiring from the Board upon the expiration of his term at the Annual Meeting), Thomas E. Dooley, Dr. Rita Smith, Vincent Vellucci and Jacqueline Brito. See “Corporate Governance” below for additional information.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Daniel Bernstein, President and Chief Executive Officer | 2023 2022 | 600,000 400,000 | 216,881 400,000 | - - | 675,000 - | 37,595 25,075 | 1,529,476 825,075 | | Farouq Tuweiq, Chief Financial Officer and Treasurer | 2023 2022 | 375,000 270,000 | 168,917 311,538 | - 737,400 | 548,438 - | 65,176 45,239 | 1,157,531 1,364,177 | | Suzanne Kozlovsky, Global Head of People | 2023 | 275,000 | 10,577 | 491,900 | 309,375 | 26,137 | 1,112,989 | | Dennis Ackerman, President of Bel Power Solutions | 2023 2022 | 325,000 300,000 | 162,661 300,000 | - - | 487,500 - | 29,025 22,575 | 1,004,186 622,575 | | Peter Bittner III, President of Bel Connectivity Solutions | 2023 2022 | 300,000 275,000 | 149,106 275,000 | - - | 225,000 - | 27,496 20,986 | 701,602 570,986 |
SUMMARY COMPENSATION TABLE
| 1. | We accrued the bonuses set forth in the table above for 2023 and 2022 in our consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively, but such bonuses were not paid until the following year. The bonus amount noted for 2023 reflects one quarter of “run out” bonus under the Company’s former bonus program for the named executive officers, prior to the Incentive Awards program taking effect. |
SUMMARY COMPENSATION TABLE
| 2. | In accordance with SEC rules, no amounts are shown in this column for equity awards granted in 2024 under our Incentive Compensation Program as described below even though performance for such awards related to 2023. The grant date fair value for grants of restricted stock is based on the closing price of the Company’s Class B Common Stock on the date of grant, disregarding potential forfeitures based on service requirements. See “Grants of Plan-Based Awards During 2023” below. |
SUMMARY COMPENSATION TABLE
| 3. | The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the cash amounts earned by each Named Executive Officer in 2023 under the Company’s Incentive Compensation Program. See “2023 Compensation Elements – Total Incentive Approach” below for a description of how 2023 awards under the Company’s Incentive Compensation Program to the Named Executive Officers were determined. |
SUMMARY COMPENSATION TABLE
| 4. | “All other compensation” for 2023 consists of the following: |
SUMMARY COMPENSATION TABLE
| Name | Transportation Allowance ($) | Employer Contributions to 401(k) Plan to Match Pre-tax Elective Contributions (included under “Salary”) ($) | Dividends paid with respect to Restricted Shares Referenced in the Beneficial Ownership Table above ($) | Other(1) ($) | | Daniel Bernstein | 10,200 | 11,550 | 3,360 | 12,485 | | Farouq Tuweiq | 8,400 | 11,550 | 8,050 | 37,176 | | Suzanne Kozlovsky | - | 7,935 | 1,400 | 16,802 | | Dennis Ackerman | 8,400 | 11,550 | 2,800 | 6,275 | | Peter Bittner III | 8,400 | 11,550 | 1,750 | 5,796 |
SUMMARY COMPENSATION TABLE
| 1. | For Mr. Tuweiq and Ms. Kozlovsky, “Other” compensation includes $25,000 and $14,583, respectively, credited to their deferred compensation account under the Company’s Nonqualified Deferred Compensation Plan for 2023 (see "2023 Compensation Elements – Retirement Benefits” below). Other benefits for our NEOs, none of which individually exceeded the greater of $25,000 or 10% of the total amount of personal benefits for named executive, includes items such as medical plan opt-out compensation, unused sick time payout and gift card compensation related to service awards and other Company programs. |
Grants of Plan-Based Awards During 2023
Grants of Plan-Based Awards During 2023
Grants of Plan-Based Awards During 2023
| Name (a) | Grant Date (b) | Number of Shares or Units of Stock (#) (i) | Grant Date Fair Value of Stock Awards (1) ($) (l) | | Suzanne Kozlovsky | 5/31/2023 | 10,000 | 491,900 |
Grants of Plan-Based Awards During 2023
| 1. | In calculating market values in the table above, we have multiplied the closing market price of our Class B Common Stock on the date of grant by the applicable number of shares of Class B Common Stock underlying the Named Officer’s stock award. |
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table sets forth, for each of our Named Officers, information regarding stock awards outstanding at December 31, 2023. Each of the stock awards referred to in the table below was granted pursuant to our 2020 Equity Compensation Plan. The vesting dates applicable to each stock award are set forth in footnotes that follow the table. None of our Named Officers had any stock options outstanding as of December 31, 2023.
Outstanding Equity Awards at December 31, 2023
| Name (a) | Number of Shares or Units of Stock That Have Not Vested (#) (b) | Market Value of Shares or Units of Stock That Have Not Vested ($) (c) | | Daniel Bernstein | 9,000 | 600,930 | | Farouq Tuweiq | 27,500 | 1,836,175 | | Suzanne Kozlovsky | 10,000 | 667,700 | | Dennis Ackerman | 7,500 | 500,775 | | Peter Bittner III | 5,000 | 333,850 |
Outstanding Equity Awards at December 31, 2023
In the table above, we are disclosing:
Outstanding Equity Awards at December 31, 2023
| ■ in column (b), the number of shares of our Class B Common Stock covered by stock awards granted under our 2020 Equity Compensation Plan that were not vested or earned as of December 31, 2023; and |
Outstanding Equity Awards at December 31, 2023
| ■ in column (c), the aggregate market value as of December 31, 2023 of the stock awards referenced in column (b). In calculating market values in the table above, we have multiplied the closing market price of our Class B Common Stock on the last trading day in 2023 of $66.77 by the applicable number of shares of Class B Common Stock underlying the Named Officers’ unvested stock awards. |
Outstanding Equity Awards at December 31, 2023
In the table above, the vesting dates for the Named Officers’ stock awards are as follows:
Outstanding Equity Awards at December 31, 2023
| ■ As of December 31, 2023, Mr. Bernstein had 9,000 restricted shares of Class B Common Stock, vesting as follows: 3,000 shares vest as of November 15, 2024; 3,000 shares vest as of November 15, 2025; and 3,000 shares vest as of November 15, 2026. |
Outstanding Equity Awards at December 31, 2023
| ■ As of December 31, 2023, Mr. Tuweiq had 27,500 restricted shares of Class B Common Stock vesting as follows: 2,500 shares vest as of May 15, 2024; 5,000 shares vest as of November 15, 2024; 2,500 shares vest as of May 15, 2025; 5,000 shares vest as of November 15, 2025; 2,500 shares vest as of May 15, 2026; 5,000 shares vest as of November 15, 2026; and 5,000 shares vest as of November 15, 2027. |
Outstanding Equity Awards at December 31, 2023
| ■ As of December 31, 2022, Ms. Kozlovsky had 10,000 restricted shares of Class B Common Stock, vesting as follows: 2,500 shares vest as of May 31, 2025; 2,500 shares vest as of May 31, 2026; 2,500 shares vest as of May 31, 2027; and 2,500 shares vest as of May 31, 2028. |
Outstanding Equity Awards at December 31, 2023
| ■ As of December 31, 2023, Mr. Ackerman had 7,500 restricted shares of Class B Common Stock, vesting as follows: 2,500 shares vest as of November 15, 2024; 2,500 shares vest as of November 15, 2025; and 2,500 shares vest as of November 15, 2026. | | ■ As of December 31, 2023, Mr. Bittner had 5,000 restricted shares of Class B Common Stock vesting as follows: 2,500 shares vest as of November 15, 2024 and 2,500 shares vest as of November 15, 2025. |
Pay versus Performance
Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its NEOs’ pay. The use of the term “compensation actually paid” (CAP) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table (SCT) reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, for our CEO and the average compensation actually paid to our non-CEO NEOs, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year. For 2023, these amounts were determined using the adjustments as described in the footnotes to the following table.
Pay versus Performance
| Year(1) | SCT Total Compensation for CEO ($) | Compensation Actually Paid to CEO(2) ($) | Average SCT Total Compensation to Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On Cumulative Total Shareholder Return (TSR)(3) ($) | Net Income(4) (thousands) ($) | | 2023 | 1,529,476 | 1,909,317 | 994,077 | 1,416,031 | 463.18 | 73,831 | | 2022 | 825,075 | 1,098,573 | 784,722 | 873,491 | 226.84 | 52,689 | | 2021 | 873,612 | 892,574 | 556,990 | 566,911 | 87.67 | 24,821 |
Pay versus Performance
| 1. | The other NEOs (besides our CEO, Mr. Bernstein) were Messrs. Tuweiq, Ackerman and Bittner (all years), Ms. Kozlovsky (2023 only) and Mr. Cheung (2021-2022 only). |
Pay versus Performance
| 2. | CAP reflects the “Total” compensation reported in the SCT for the applicable year, adjusted as set forth in the tables below for our CEO and for our non-CEO NEOs, respectively. |
Pay versus Performance
| 3. | Reflects TSR of Class B shares only, over 1, 2 and 3 year performance periods. |
Pay versus Performance
| 4. | “Net income” is equivalent to “Net earnings” as reported in the Company’s financial statements. |
Pay versus Performance
For our CEO:
Pay versus Performance
| | Less: The amount shown as Stock Awards in the SCT ($) | Plus: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | Plus (Minus) Year-Over-Year Change in Fair Value of Unvested Equity Awards Granted in Prior Years ($) | Plus: Fair Value of Equity Awards Granted and Vested in the Year ($) | Plus (Minus): Year-Over-Year Change in Fair Market Value of Awards Granted in Prior Years that Vested in the Year ($) | Minus: Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included ($) | Total Adjustments ($) | | 2023 | - | - | 313,748 | - | 66,093 | - | - | 379,841 |
Pay versus Performance
For our non-CEO NEOs:
Pay versus Performance
| | Less: The amount shown as Stock Awards in the SCT ($) | Plus: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | Plus (Minus) Year-Over-Year Change in Fair Value of Unvested Equity Awards Granted in Prior Years ($) | Plus: Fair Value of Equity Awards Granted and Vested in the Year ($) | Plus (Minus): Year-Over-Year Change in Fair Market Value of Awards Granted in Prior Years that Vested in the Year ($) | Minus: Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included ($) | Total Adjustments ($) | | 2023 | (122,975) | 167,275 | 348,609 | - | 29,045 | - | - | 421,954 |
Compensation Actually Paid and Total Shareholder Return
Compensation Actually Paid and Total Shareholder Return Relative TSR is not a metric in our compensation plan. As a result, CAP for our CEO and Other NEOs is not directly influenced by TSR. The relationship between CAP and TSR is demonstrated by the following graph, as required by SEC rules:
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income Net income is not a metric in our compensation plan. As a result, CAP for our CEO and Other non-CEO NEOs is not directly influenced by net income. The relationship between CAP and net income is demonstrated by the following graph, as required:
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Director Compensation
Director Compensation The following table sets forth certain information regarding the compensation we paid to our directors, other than Daniel Bernstein, during 2023. Except as otherwise expressly provided below, all amounts represent fees in respect of board or committee service.
Director Compensation
| Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) I | All Other Compensation ($) (g) | Total ($) (j) | | Peter Gilbert | 62,250 | - | 420 | 62,670 | | John F. Tweedy(1) | 55,750 | - | 420 | 56,170 | | Mark B. Segall | 58,000 | - | 700 | 58,700 | | Eric Nowling | 62,250 | - | 700 | 62,950 | | Vincent Vellucci | 55,500 | - | 700 | 56,200 | | Thomas E. Dooley | 45,000 | - | 700 | 45,700 | | Jacqueline Brito | 64,750 | - | 43,120 | 107,870 | | Rita V. Smith | 69,500 | - | 14,700 | 84,200 |
Director Compensation
| 1. | Mr. Tweedy is retiring from the Board upon the expiration of his term at the Annual Meeting. |
Director Compensation
With respect to compensation of our non-employee directors:
Director Compensation
| ■ | When we refer to “Fees Earned or Paid in Cash”, we are referring to all cash fees that we paid or were accrued in 2023, including annual retainer fees, committee fees and meeting fees. In 2023, our non-employee directors received fees based on the following schedule: |
Director Compensation
| | January 1, 2023 - September 30, 2023 | October 1, 2023 - December 31, 2023 | | Annual Retainer, paid quarterly | $24,000 | $40,000 | | Board Meetings | $1,500 per meeting | Included in retainer | | Committee Meetings: | | | | Audit Committee - Member | $3,000 per quarter | $3,000 per quarter | | Audit Committee - Chair | -- | $3,750 per quarter | | Nominating & ESG Committee | $2,500 per quarter | $2,500 per quarter | | Compensation Committee | $1,000 per meeting | $2,000 per quarter | | Executive Committee | $1,000 per meeting | $2,000 per quarter | | Succession Committee | $1,250 per meeting | N/A | | Leadership Committee | $10,500 per quarter | N/A |
Director Compensation
| ■ | When we refer to amounts under “Stock Awards”, we are referring to the aggregate grant date fair value in accordance with FASB ASC Topic 718. There were no stock awards granted to any directors in 2023. |
Director Compensation
| ■ | At December 31, 2023, our directors as of such date (other than Daniel Bernstein) owned the following number of shares of restricted stock, which vest as described below: Mr. Gilbert, and Mr. Tweedy each owned a total of 1,000 shares which vest on May 15, 2024; Mr. Segall, Mr. Vellucci, Mr. Dooley, and Dr. Smith each owned a total of 2,000 shares, of which 1,000 shares vest on May 15th each year from 2024 – 2025; Mr. Nowling owned a total of 4,000 shares, of 1,000 shares vest of November 15th each year from 2025 – 2027; and Ms. Brito owned 3,000 shares, of which 1,000 shares vest on November 15th each year from 2024 – 2026. |
Director Compensation
| ■ | “All other compensation” consists of the following: |
Director Compensation
| o | In connection with Bel’s global leadership program, Ms. Brito was paid $42,000 and Dr. Smith was paid $14,000. | | o | Dividends on their respective shares of restricted stock as follows: for each of Mr. Segall, Mr. Vellucci, Mr. Dooley and Dr. Smith, dividends in the amount of $700; for each of Mr. Gilbert and Mr. Tweedy, dividends in the amount of $420; for Mr. Nowling, dividends in the amount of $1,330; and for Ms. Brito, dividends in the amount of $1,120. |
Director Compensation
In 2023, directors who were executive officers of the Company did not receive directors’ fees. In 2023, directors of the Company’s foreign subsidiaries did not receive a retainer or meeting fees.