DEF 14A of Bel Fuse Inc /NJ, Apr 11, 2025

DEF 14A of Bel Fuse Inc /NJ

Filed Apr 11, 2025 · FY20240001437749-25-011718

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. 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 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. As of the date of this proxy statement, the Board currently consists of nine directors. As previously announced, on February 3, 2025, the Board approved the expansion of the Board to ten directors and the appointment of Farouq Tuweiq as a director on the Board in the class of directors whose terms expire at the Annual Meeting, with such expansion and appointment to be effective as of the date of the Annual Meeting. Mr. Tuweiq has also been nominated by our Board for election as a director for a full three-year term at Annual Meeting. Therefore, at the Annual Meeting, the holders of the Class A Common Stock will elect four directors for three-year terms expiring at our 2028 annual meeting of shareholders, as further described below. As described below, Mr. Tuweiq has been appointed Bel’s successor President and Chief Executive Officer, effective immediately following the Annual Meeting. 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, upon the recommendation of the Nominating and ESG Committee, has nominated Daniel Bernstein, Peter Gilbert, Vincent Vellucci and Farouq Tuweiq for election as directors at the Annual Meeting, each for a term of office expiring in 2028. Each of the Board’s nominees has consented to be named in this proxy statement and to serve as a director if elected. The four nominees contribute significantly to our Board, including as follows:

  3. Our Nominees and Continuing Directors

    | ● | Daniel Bernstein has significant experience leading Bel and its operations. He has led the Company as President (since June 1992) and Chief Executive Officer (since May 2001). He also held various senior leadership positions within the Company including Vice President of Operations and Director of Sales for the Fuse Division. As previously announced, Mr. Bernstein will be stepping down from his positions as President and Chief Executive Officer effective immediately following the Annual Meeting, and subject to his reelection as a director at the Annual Meeting, the Board has approved Mr. Bernstein’s appointment as Non-Executive Chairman of the Board, effective on the date of the Annual Meeting. |

  4. Our Nominees and Continuing Directors

    | ● | Peter Gilbert has served as a President and Chief Executive Officer of Gilbert Manufacturing Co. Inc. (a manufacturer of electrical components). |

  5. Our Nominees and Continuing Directors

    | ● | Vincent Vellucci has significant experience leading and managing various divisions for a multi-billion public company that specializes in distribution and value-added services for original equipment manufacturers in the electronic components industry through this former role as President of Americas Components at Arrow Electronics, Inc. |

  6. Our Nominees and Continuing Directors

    | ● | Farouq Tuweiq has significant experiencing in leading the finance department as Bel’s Chief Financial Officer and Company Treasurer since 2021. As previously announced, the Board has appointed Mr. Tuweiq as the Company’s successor President and Chief Executive Officer, effective immediately following the Annual Meeting. Mr. Tuweiq has extensive experience in auditing, and advising public, private equity-backed and privately held companies on merger and acquisitions and capital raising from his career spanning from big four accounting firms to investment banking practices at BMO Capital Markets. |

  7. Our Nominees and Continuing Directors

    In light of Mr. Tuweiq’s upcoming elevation to the President and Chief Executive Officer role effective immediately following the Annual Meeting, it is anticipated that Mr. Tuweiq will vacate his current role as Chief Financial Officer (principal financial officer) concurrently with his assumption of the President and Chief Executive Officer role effective immediately following the Annual Meeting, with the Board having initiated a search process to identify a successor Chief Financial Officer (principal financial officer) for the Company. 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.

  8. NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2028 ANNUAL MEETING

    NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2028 ANNUAL MEETING

  9. NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2028 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Daniel Bernstein Committees: ● Executive | 71 | 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. ● As described above, subject to his reelection at the Annual Meeting, the Board has approved Mr. Bernstein’s appointment as Non-Executive Chairman of the Board, effective on the date of the Annual Meeting. Qualifications: Mr. Bernstein’s knowledge of Bel and its operations, gained over his 47 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. |

  10. NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2028 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Peter Gilbert Committees: ● Audit ● Compensation | 77 | 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. |

  11. NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2028 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Vincent Vellucci Committees: ● Executive ● Nominating and ESG | 75 | 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. |

  12. NOMINEES FOR DIRECTORS FOR A TERM TO EXPIRE AT THE 2028 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Farouq Tuweiq | 42 | 2025 (date of Annual Meeting) | Business Experience: ● Chief Financial Officer (February 2021 to present) and Principal Financial Officer and Treasurer (July 2021 to present) of the Company. ● As described above, the Board has appointed Mr. Tuweiq as the Company’s successor President and Chief Executive Officer, effective immediately following the Annual Meeting. ● Director, Vice President, Lead Associate, Investment Banking – Industrial Group at BMO Capital Markets (2012 – 2021) ● Senior Financial Analyst – Schneider Electric (2010) ● Auditor, Ernst and Young (2006-2009) Qualifications: Prior to joining Bel, Mr. Tuweiq worked at BMO Capital Markets, which is a part of the BMO Financial Group, where he led and helped build the Industrial Technology Investment Banking practice. Mr. Tuweiq spent his banking career advising public, private equity-backed, and privately-held companies on Mergers & Acquisitions and capital raising. Previously, Mr. Tuweiq worked at Schneider Electric, a public multinational energy efficiency and automation provider, in its North American headquarters within the FP&A group. Prior to that, he worked at Ernst and Young, within the audit group, serving public and private manufacturing and financial companies. During his tenure, he worked on various audits, review of SEC filings, IPO preparation, implementation and testing of Sarbanes-Oxley compliance and controls, and carve-out financials while obtaining his CPA certification. Mr. Tuweiq earned his B.A. in Finance and MS in Accounting from Michigan State University and his MBA from Georgetown University’s McDonough School of Business. These qualifications, including Mr. Farouq’s experience and expertise, coupled with his knowledge of the Company, its business and industry and the leadership he has demonstrated over the past four years as Bel’s Chief Financial Officer, led the Board to conclude that Mr. Tuweiq should serve as a director of the Company. |

  13. CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2027 ANNUAL MEETING

    CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2027 ANNUAL MEETING

  14. CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2027 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Mark B. Segall Committees: ● Compensation (Chair) ● Nominating and ESG | 62 | 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. |

  15. CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2027 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Eric Nowling Committees: ● Audit (Chair) | 68 | 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 conclude 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. |

  16. CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2027 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | David J. Valletta Committees: ● Audit* ● Compensation* *Appointment to Audit Committee and Compensation Committee effective April 21, 2025 and April 22, 2025, respectively | 64 | 2024 | 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. |

  17. CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING

    CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING

  18. CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Thomas E. Dooley Committees: ● Executive | 68 | 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 |

  19. 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 | 74 | 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. |

  20. 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 | 61 | 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. |

  21. CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2026 ANNUAL MEETING

    The Board has determined that two of the nominees presented for election to the Board at the Annual Meeting (Peter Gilbert and Vincent Vellucci) are independent directors 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: Mark B. Segall, Eric Nowling, David J. Valletta, Thomas E. Dooley, Dr. Rita Smith and Jacqueline Brito. See “Corporate Governance” below for additional information.

  22. Overview of Our Executive Compensation Program

    | ■ | Be competitive with the market Bel competes with for business and talent to retain and attract executives that contribute to our long-term success; |

  23. Overview of Our Executive Compensation Program

    As described in our Definitive Proxy Statement for our 2024 Annual Meeting, the Compensation Committee, with the assistance of Meridian, an independent outside compensation consulting firm, made significant improvements to the executive compensation program to incentivize our NEOs to achieve desired financial and operational results, and help to enhance shareholder value. The Compensation Committee, with the assistance of Meridian, further modified certain elements of the program for 2024 as described in our Current Report on Form 8-K dated March 12, 2025 and filed with the SEC on March 18, 2025 (the “March 2025 8-K”). In designing the 2024 executive compensation program, the Compensation Committee reviewed certain market data for each of the NEOs, including: (i) base salary, (ii) total target cash compensation (comprised of base salary and target cash incentive) and (iii) total target compensation (comprised of base salary, target cash incentive and long-term incentive awards). This market information is one element reviewed by the Compensation Committee. The Compensation Committee does not simply set compensation levels at a certain benchmark level or within a certain benchmark range. According to market data reviewed by the Compensation Committee, the compensation for NEOs was within a reasonable range of the 25th percentile of total target direct compensation for comparable roles at companies in our peer group. The Compensation Committee previously established a peer group, with the assistance of its independent compensation consultant, Meridian, to help guide compensation decisions for our fiscal year ended December 31, 2024 ("FY2024"). This group consisted of companies with similar operational focus or in comparable industry segments (i.e., compared to Bel's Power, Connectivity, and Magnetic Solutions operating segments); comparable size, scope, and public float; and that compete with Bel for executive talent. Ultimately, the Compensation Committee applied judgment in arriving at the composition of the final group. The peer group considered for pay comparisons and to establish 2024 pay levels is follows:

  24. Incentive Compensation - Total Incentive Approach

    | Target Total Incentive Award Opportunityx | Payout Percentage (including Discretionary Adjustment) | = | Total Incentive Award Payout |

  25. Incentive Compensation - Total Incentive Approach

    | Named Executive Officer | 2024 Target Total Incentive Award Opportunity (% of Base Salary) | 2024 Target Total Incentive Award Opportunity ($) | | Daniel Bernstein | 150% | $900,000 | | Farouq Tuweiq | 125% | $468,750 | | Peter Bittner III | 125% | $375,000 | | Stephen Dawson | 125% | $312,500 | | Kenneth Lai | 100% | $225,000 |

  26. Incentive Compensation - Total Incentive Approach

    The Compensation Committee established the following matrix by which to assess adjusted net revenue and Adjusted EBITDA performance relative to baselines set forth in the applicable 2024 company/business unit operating plan and budget. Each NEO had the potential to earn between 0% and 200% of the target total incentive opportunity based on achieved performance against pre-set performance goals, with 25% of target earned for threshold performance and 100% of target earned for target performance. Based on this matrix, the Compensation Committee determined each NEO’s Payout Percentage to be:

  27. Incentive Compensation - Total Incentive Approach

    | Named Executive Officer | Calculated Payout % | | Daniel Bernstein | 0% | | Farouq Tuweiq | 0% | | Peter Bittner III | 87.5% | | Stephen Dawson | 0% | | Kenneth Lai | 0% |

  28. Payout Modifications

    Payout Modifications As part of its annual compensation review, the Compensation Committee concluded that the matrix-based adjusted net revenue and adjusted EBITDA targets established for 2024 did not adequately capture the Company’s strong performance or the significant contributions of the executive management team during FY2024. While the matrix included ambitious threshold performance levels, actual results—though falling short of these metrics—reflected one of the most successful years in Bel’s history. Notable achievements included:

  29. Payout Modifications

    | ● | FY2024 ranking as the second-most-profitable year in Bel’s history; |

  30. Payout Modifications

    | ● | Record-high gross margin performance; |

  31. Payout Modifications

    | ● | Strong stock price appreciation and increased market capitalization; |

  32. Payout Modifications

    | ● | Completion of the largest acquisition (Enercon) in Bel's 75-year history, significantly advancing the Bel’s strategic growth; and |

  33. Payout Modifications

    | ● | Executing on our succession management plan and leadership transitions |

  34. Payout Modifications

    Despite these results, executive management team members whose incentives were tied to overall Company performance would not have received any payout under the formulaic structure. By contrast, certain NEOs with metrics based on individual business unit performance did meet their applicable targets and earned bonuses. The Compensation Committee additionally considered that the compensation framework for 2024 was recently adopted, with the Incentive Compensation Program framework first implemented for the 2023 fiscal year. The Compensation Committee recognized that with any new plan, some further adjustment and refinement of the plan is often appropriate in order to optimize the plan and ensure that the intended incentives of the plan adequately align with the plan’s goals. In light of the accomplishments of the management team for 2024 and the flaws 2024 brought to light in the 2024 Incentive Compensation Program, the Compensation Committee deemed it equitable to adjust the metrics for 2024 and, going forward, to modify the program to allow for a more holistic view of the Company’s performance to ensure that management is properly rewarded commensurately with the quality of the performance delivered and the results achieved by the Company. In adjusting the metrics for 2024, and changing the Incentive Compensation Program for fiscal 2025 (as further described in the March 2025 8-K), the Compensation Committee considered, with the assistance and collaboration of Meridian not only the deficiencies in the Incentive Compensation Program that became apparent for 2024 but also the following factors, among other considerations: (i) that, as described in the Company’s 2024 Proxy Statement, according to market data reviewed by the Compensation Committee, under the Incentive Compensation Program framework initially adopted in 2023, our NEOs are compensated within a reasonable range of the 25th percentile of total target direct compensation for comparable roles at companies within our peer group, and the Compensation Committee desired to ensure that the combination of conservative fixed salary and robust bonus opportunity in exchange for performance which aligns with shareholder interest, would be maintained; (ii) that the targets for 2024, based on adjusted net revenue growth and adjusted EBITDA growth, both measured in dollars, were duplicative in certain respects, in that where one target was missed, achievement of the other would be difficult (effectively holding the team to a single metric), and thus frustrating the intent of allowing the participant to earn a partial bonus for performance contributed; and (iii) that the 2024 Incentive Program did not take into account indicators significant to assessing performance among many in the Company’s investor base, such as EBITDA Margin, stock performance and market cap. In light of the disconnect between the formulaic outcomes and the Company’s actual performance in FY2024 and taking into account the foregoing, the Compensation Committee determined that for NEOs aside from Peter Bittner (who achieved matrix results), a 30% reduction would be applied to the target award opportunities to take into account that the matrix results were not achieved for FY2024 and that individual performance considerations should drive the FY2024 final payout. After consideration of the foregoing and the individual performance factors noted below, the Compensation Committee approved the following adjusted final payout percentages for Messrs. Tuweiq, Dawson and Lai:

  35. Payout Modifications

    | Named Executive Officer | Final Payout % on Modified Target Opportunity | Individual Performance Considerations | | Farouq Tuweiq | 100.0% | Mr. Tuweiq’s contributions during the year included driving Bel’s margin expansion during 2024, his investor relations efforts which aided in Bel achieving its highest stock price in the Company’s history and his significant work in completing the Enercon acquisition during 2024. | | Stephen Dawson | 60.0% | Mr. Dawson’s contributions during the year included oversight of the Enercon acquisition, including his post-acquisition integration work. | | Kenneth Lai | 60.0% | Mr. Lai’s contributions during the year included involvement in the successful restructuring of several of Bel’s product lines and manufacturing sites in China. |

  36. Payout Modifications

    In accordance with the Transition Agreement described below under “President and Chief Executive Officer Transition in 2025”, Mr. Bernstein’s performance incentive award for 2024 was $1.5 million, payable 50% in cash and 50% in equity in accordance with past practice.

  37. Impact of Individual Performance on 2024 Total Incentive Payout

    Impact of Individual Performance on 2024 Total Incentive Payout Accordingly, based on the above, our Board, in accordance with the foregoing recommendations of our Compensation Committee, approved the following total incentive award payouts for 2024 to the following NEOs:

  38. Impact of Individual Performance on 2024 Total Incentive Payout

    | | | | | | Form of 2024 Total Incentive Award Payout(1) | | | Named Executive Officer | 2024 Target Total Incentive Award Opportunity ($) | Modified 2024 Target Award Opportunity (After 30% Reduction If Applicable) ($) | Final Payout Percentage | Total Incentive Award | Cash(2) (of total) | Deferred Equity(3) (of total) | | Farouq Tuweiq | $468,750 | 328,125 | 100.0% | $328,125 | $196,875 | $131,250 | | Peter Bittner III | $375,000 | - | 87.5% | $328,125 | $196,875 | $131,250 | | Stephen Dawson(4) | $312,500 | 218,750 | 60.0% | $131,250 | $78,750 | $52,500 | | Kenneth Lai | $225,000 | 157,500 | 60.0% | $94,500 | $70,875 | $23,625 |

  39. Impact of Individual Performance on 2024 Total Incentive Payout

    | 1. | Total Incentive Award Payouts for 2024 were paid or provided to each NEO partly in cash and partly in the form of time-based restricted stock. |

  40. Impact of Individual Performance on 2024 Total Incentive Payout

    | 2. | The cash portion of the 2024 Total Incentive Award earned for 2024 is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 39. |

  41. Impact of Individual Performance on 2024 Total Incentive Payout

    | 3. | The amounts listed above were granted on March 15, 2025 in the form of time-based restricted stock with a three-year service-based condition, subject to certain exceptions for voluntary retirements. The dollar value of the deferred equity portion of the Total Incentive Award was converted to shares based on the Bel Fuse Inc. Class B stock price of $82.95, which represents the average closing price of Bel Fuse Inc. Class B stock for the period of February 11, 2025 – February 25, 2025 (5 business days before and 5 business days after the Company’s earnings release date of February 18, 2025). The restricted shares of Class B Common Stock granted on March 15, 2025 are subject to a 3-year vesting schedule, whereby the restricted shares will vest in equal one-third installments on each of the first, second and third anniversaries of the grant date. |

  42. Impact of Individual Performance on 2024 Total Incentive Payout

    | 4. | Target Total Incentive Award Opportunity and Total Incentive Award Payout for Mr. Dawson were prorated for 2024 based upon his base salary in effect throughout the year. See "2024 Compensation Elements" above for details. |

  43. Impact of Individual Performance on 2024 Total Incentive Payout

    In connection with conducting its review of the Incentive Compensation Program for 2024 and rendering the determinations described above, the Compensation Committee recommended, and the Board adopted, certain changes to the Program for future years, beginning with the 2025 performance year. The changes to the Incentive Compensation Program will include the following:

  44. Impact of Individual Performance on 2024 Total Incentive Payout

    | ● | The applicable measures for assessing performance will be considered, reviewed and selected by the Compensation Committee on an annual basis. For each participant, the Compensation Committee will assign on an annual basis (i) either Company-based measures or business-unit based measures, and (ii) the respective weightings that each performance measure will be assigned on the matrix for the respective participant. For 2025, the applicable performance measures consist of measures related to (i) target net revenue (measured in dollars), and (ii) target non-GAAP Adjusted EBITDA Margin (measured as a percentage of net sales). For purposes of the program, non-GAAP Adjusted EBITDA Margin will be calculated using the methodology for deriving Adjusted EBITDA as set forth in the Company’s fiscal year 2024 earnings release, applied to the Company or to the particular business unit as applicable for the particular program participant. The Compensation Committee will specify the methodology for calculating the measures for purposes of the program in a manner it deems equitable that is intended to achieve the purposes of the program and promote alignment of interests. |

  45. Impact of Individual Performance on 2024 Total Incentive Payout

    | ● | For fiscal year 2025 and future years, payouts under the Incentive Compensation Program are expected to be rendered partly in cash and partly in the form of restricted stock awards, with the Compensation Committee to determine the respective payout allocation for each participant. The Board and the Compensation Committee reserve the right to change the mix and medium of such payouts. |

  46. Impact of Individual Performance on 2024 Total Incentive Payout

    | ● | In addition to the annual bonus previously described, as an incremental longer-term compensation element, the Compensation Committee expects for fiscal 2025 and future years to grant annual performance stock units ("PSUs") under the Incentive Compensation Program. The PSUs are intended to incorporate a medium-term goal into the overall compensation program. Vesting of the PSUs would occur on the terms and conditions as set forth by the Compensation Committee, with the current expectation that PSUs awarded would generally vest after a 3-year period and would be contingent upon achievement of a pre-determined total stock return target, or as otherwise determined by the Compensation Committee. The Compensation Committee will set the terms and conditions of each PSU award that is granted in connection with the Incentive Compensation Program. |

  47. Long-Term Stock Incentive Compensation

    Long-Term Stock Incentive Compensation Our 2020 Equity Compensation Plan is designed to help attract and retain individuals with superior experience and skillsets for positions of substantial responsibility within our Company and to provide these persons with an additional incentive to contribute to the success of our Company, all of which we expect will result in increased shareholder value. Our 2020 Equity Compensation Plan (and previously, our 2011 Equity Compensation Program) permits us to issue various types of non-cash awards based on our Class B Common Stock: restricted and unrestricted stock grants, restricted stock units, stock options (which may be incentive and/or non-qualified options) and stock appreciation rights. Restricted stock grants are awards of actual shares of our common stock, without any initial cost to the associate, but subject to a vesting restriction. The shares cannot be sold or transferred until the restriction ends and the shares become “vested.” Shares not vested are forfeited back to us if the conditions for ending the restrictions are not met. For 2024, we awarded our NEOs restricted stock awards under the 2020 Equity Compensation Plan to satisfy the deferred equity portion of the 2024 Total Incentive Awards for 2024 described above. In 2024, Mr. Dawson was also granted 10,000 shares of Class B Common Stock in connection with the terms outlined in his offer letter. Equity Grant Timing Considerations. Historically, our practice has been to consider stock-based awards at the quarterly director meetings, as opposed to granting options and stock awards throughout the year. Beginning in 2025 and consistent with our annual compensation cycle, the Board has adopted a practice going forward of generally making annual grants on or around March 15th, other than grants for new hires, promotions or pursuant to the terms of an employment contract. By making our grant determinations at specific times each year, we avoid even an appearance of coordinating grants with release dates of material information not previously disclosed to the public. To date, awards have consisted primarily of restricted stock awards (“RSAs”). Under our Incentive Compensation Program for fiscal year 2025 and future years, payouts are expected to be rendered partly in cash and partly in the form of RSAs, and as an incremental longer-term compensation element, our Compensation Committee expects for fiscal year 2025 and future years to grant annual PSUs under the Incentive Compensation Program. See “Long-Term Stock Incentive Compensation” above. Our non-employee directors receive a portion of their director fees in RSAs each year, which pursuant to the practice described above are to be issued on the same annual timing in March as awards for employees. See “Director Compensation” below. The timing of any equity-based awards in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an employee’s commencement of employment or promotion effective date). As a result, in all cases, the timing of grants occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. No stock options were issued to any Named Executive Officer in 2024 during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC. Please refer to the tables on pages 40-41 for a summary of Grants of Plan-Based Awards During 2024, Outstanding Equity Awards at December 31, 2024 and Stock Awards Vested During 2024.

  48. Retirement Benefits

    Retirement Benefits Supplemental Executive Retirement Plan We have designed our Supplemental Executive Retirement Plan, or “SERP”, to provide a limited number of our key management and other key associates with supplemental retirement and death benefits. Each of our NEOs, aside from Mr. Tuweiq and Mr. Dawson, is a participant in the SERP. Participants in the SERP are selected by our Compensation Committee based upon recommendations from our Chief Executive Officer. We believe that this benefit incentivizes key associates to remain with us on a career-long basis and engenders loyalty to our Company. Benefits available under the SERP vary depending upon when and how a participant terminates employment with us. If a participant retires on his normal retirement date (65 years old, 20 years of service, and five years of participation in the SERP), his or her normal retirement benefit under the SERP would be annual payments equal to 40% of his or her average base compensation -- using compensation from the highest five consecutive calendar years of SERP participation -- payable in monthly installments for the remainder of his or her life. If a participant retires early (55 years old, 20 years of service, and five years of participation in the SERP), his or her early retirement benefit would be an amount (i) calculated as if his or her early retirement date were in fact such participant’s normal retirement date, (ii) multiplied by a fraction, the numerator being the actual years of service the participant has with us and the denominator being the years of service the participant would have had if he or she had retired at his or her normal retirement date, and (iii) actuarially reduced to reflect the early retirement date. If a participant dies prior to receiving 120 monthly payments under the SERP, his or her beneficiary is entitled to continue receiving benefits for the shorter of (i) the time necessary to complete 120 monthly payments or (ii) 60 months. If a participant dies while employed by us, his or her beneficiary will receive, as a survivor benefit, an annual amount equal to (i) 100% of the participant’s annual base salary at the date of death for one year, and (ii) 50% of the participant’s annual base salary at the date of death for each of the following four years, each payable in monthly installments. Our SERP also provides for disability benefits, and a forfeiture of benefits if a participant terminates employment for reasons other than those contemplated under the SERP. In the event of a “change in control” (as defined in the SERP), each participant who is employed by us at the time of the change in control will be entitled to a normal retirement benefit commencing immediately following termination of employment (or in the case of certain participants who are “specified employees” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (discussed below), six months after termination of employment). The normal retirement benefit payable under these circumstances will be the actuarial equivalent of the benefit that would commence upon the date that the participant would have attained his or her normal retirement date if he or she had not terminated employment. Further, each participant’s average base compensation will be deemed to be equal to his or her annual base compensation in effect prior to the change in control. If we have established a trust to accumulate assets from which to pay SERP benefits, then we will fully fund the trust in connection with a change in control in order to ensure that there will be sufficient assets set aside to pay all SERP benefits. A “change in control” for purposes of the SERP includes a merger or consolidation with another corporation whereby our shareholders do not own a majority of the surviving or successor entity, an acquisition of 50% or more of our voting securities by one person or a group of persons acting together, a sale of all or substantially all of our assets to any person, our dissolution or liquidation or if the members of our incumbent Board of Directors (or their successors, if approved by them) cease for any reason to constitute at least two-thirds of the members of our Board. The Pension Benefits Table on page 42 shows the estimated present value of the accumulated benefit as of December 31, 2024 and certain other information for NEOs participating in the SERP, as calculated based on the assumptions described therein. Deferred Compensation Plan The Company also maintains a Nonqualified Deferred Compensation Plan (the “DCP”) in which Mr. Tuweiq and Mr. Dawson are participants. Under the DCP, annual credits to a participant’s DCP account may be made either in fixed amounts or a percentage of the participant’s base salary. In accordance with Mr. Tuweiq’s employment agreement dated as of May 6, 2022, Mr. Tuweiq’s DCP account was credited with $25,000 for 2024. Under Mr. Tuweiq’s new employment agreement dated as of February 3, 2025 (see “President and Chief Executive Officer Transition in 2025” below), Mr. Tuweiq will continue to participate in the DCP on terms no less favorable than any other senior executive of the Company. For 2024 and subsequent years, Mr. Dawson’s DCP account will be credited with a target amount of 10% of base salary per year. DCP accounts, as adjusted for earnings and losses, generally vest in full at age 65 (age 55 in the case of Mr. Tuweiq) or upon termination due to disability, death or a change in control (as defined in the DCP). In the event of termination due to any other reason before age 65 (age 55 in the case of Mr. Tuweiq), the DCP account is forfeited. The DCP account, if vested, is payable in a single lump sum upon the earlier of separation from service or a change in control. The Nonqualified Deferred Compensation Table on page 43 shows amounts credited to the accounts of Messrs. Tuweiq and Dawson under the DCP for 2024 and their DCP balances as of December 31, 2024.

  49. CEO Employment Agreement

    CEO Employment Agreement In connection with Mr. Tuweiq’s appointment as President and CEO, Mr. Tuweiq and the Company have entered into an Amended and Restated Employment Agreement (the “CEO Employment Agreement”), dated February 3, 2025 (the “Agreement Date”), which outlines the terms of Mr. Tuweiq’s employment as President and CEO of Bel, effective immediately following the Annual Meeting. The CEO Employment Agreement provides for an initial term of three (3) years which will automatically renew for successive one-year terms unless terminated in accordance with its terms or either party provides notice of non-renewal at least one hundred and twenty (120) calendar days before the expiration of the then-current term. Under the CEO Employment Agreement, Mr. Tuweiq will receive an annual base salary of $600,000, subject to review no less frequently than annually by the Compensation Committee for potential increase (but not decrease) if the Compensation Committee, in its discretion, deems appropriate. Mr. Tuweiq is also eligible (i) for target annual variable compensation of $1,600,000 (which is subject to upward adjustment from time to time in the discretion of the Compensation Committee), which can range from 0% to 200% of the target depending on the level of achievement of applicable goals established by the Compensation Committee (which may be based on a combination of individual and Company related performance objectives), with any annual variable compensation determined to have been earned to be paid half in cash and half in time-based restricted stock units (“RSUs”) and/or restricted shares, provided that the Compensation Committee has the discretion to change such allocation; (ii) for an annual Long-Term Performance Award of $1,200,000, payable in cash and/or equity (including RSUs and/or restricted shares with vesting conditions), provided that the Compensation Committee shall have discretion to increase or decrease the Long-Term Performance Award grant amount for any year based on its evaluation of Mr. Tuweiq’s performance and/or such other factors as the Compensation Committee deems appropriate; and (iii) to continue to participate in the DCP. Mr. Tuweiq will receive an annual transportation allowance of $15,000 and reimbursement for up to $10,000 in legal fees related to the negotiation of the CEO Employment Agreement. In recognition of Mr. Tuweiq’s promotion as CEO, upon the Agreement Date, he was also awarded 19,167 restricted shares of Class B Common Stock under the 2020 Equity Compensation Plan (the “Promotion Award”), 1/3rd of which will vest on the one-year anniversary of the start date of Mr. Tuweiq’s tenure as President and CEO and the balance of which will vest in monthly installments of 1/24th per month thereafter. In the event of termination, Mr. Tuweiq is entitled to various severance benefits depending on the circumstances. If terminated by the Company without Cause (as defined in the CEO Employment Agreement), including if terminated upon expiration of the employment term due to the Company’s issuance of a non-renewal notice, or if he resigns for Good Reason (as defined in the CEO Employment Agreement), in each case prior to a change in control, Mr. Tuweiq will be entitled to receive amounts accrued under the CEO Employment Agreement and, subject to Mr. Tuweiq’s execution and non-revocation of a release of claims in a form acceptable to the Company (a “Release”), and compliance with the terms of the CEO Employment Agreement, he will receive (i) severance pay equal to two (2) times the sum of his base salary and cash portion of his target annual variable compensation, (ii) a lump sum cash payment equal to his pro-rata target variable compensation for the calendar year of termination, (iii) continued vesting of all outstanding equity awards, including the Promotion Award and the equity portion of his annual variable compensation, (iv) the full vesting of all restricted shares awarded under those certain Restricted Stock Award Agreements dated May 15, 2021 and November 15, 2022, respectively (the “2021 and 2022 RSA Awards”), (v) full vesting of Mr. Tuweiq’s interest in the DCP, payable in accordance with the terms of the DCP, and (vi) continued health coverage at active employee rates for up to twenty-four (24) months. If such a termination occurs on or within twenty-four (24) months following a Change in Control Event (as defined in the Company Equity Plan), Mr. Tuweiq will be entitled to receive amounts accrued under the CEO Employment Agreement, and subject to Mr. Tuweiq’s execution of a Release and compliance with the terms of the CEO Employment Agreement, he will receive (i) three (3) times the sum of his base salary and cash portion of his target annual variable compensation, (ii) a lump sum cash payment equal to his pro-rata target variable compensation for the calendar year of termination, (iii) full vesting of all outstanding equity awards granted to Mr. Tuweiq, including the equity portion of his annual variable compensation, the Promotion Award and the 2021 and 2022 RSA Awards, (iv) full vesting of his interest in the DCP payable in accordance with its terms, (v) continued health coverage at active employee rates for up to thirty-six (36) months, and (vi) up to $25,000 worth of outplacement services through an outplacement firm of Mr. Tuweiq’s choosing. The CEO Employment Agreement also includes provisions for confidentiality, non-competition, non-solicitation, and non-disparagement, as well as intellectual property assignment and clawback provisions.

  50. Severance Benefits

    Severance Benefits The Company has a written severance pay plan that applies to all of our full-time, non-union U.S. associates. Under the plan, a covered associate is generally eligible for severance benefits if his or her employment is involuntarily terminated without cause. Severance pay is payable in a lump sum and is based on an eligible associate’s years of service, including in certain cases years of service with an entity acquired by the Company. Severance is subject to the individual’s execution of a release agreement. Severance is equal to two weeks of base pay for each year of service, with a minimum of four weeks’ and a maximum of 52 weeks’ severance. An eligible employee is also eligible for Company-paid health coverage for one month. Each of our NEOs would be eligible for Bel’s standard severance policy as noted herein, with the exception of Mr. Tuweiq who is eligible for the severance benefits outlined in his Employment Agreement and Mr. Lai who is not covered by the severance policy . The table on page 43 titled “Potential Payments Upon Termination of Employment” shows the estimated cash severance and other benefits payable to our NEOs in connection with (A) an involuntary termination of employment both in connection with a change in control of Bel (as defined in the applicable arrangements or agreements) and not in connection with a change in control of Bel, or (B) a termination due to retirement.

  51. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  52. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | Change in Pension Value (4) ($) | All Other Compensation (5) ($) | Total ($) | | Daniel Bernstein, President and Chief Executive Officer | 2024 2023 2022 | 600,000 600,000 400,000 | - 216,881 400,000 | 611,895 - - | 750,000 675,000 - | 20,487 179,510 - | 29,807 37,595 25,075 | 2,012,189 1,708,986 825,075 | | Farouq Tuweiq, Chief Financial Officer and Treasurer | 2024 2023 2022 | 375,000 375,000 270,000 | - 168,917 311,538 | 331,410 - 737,400 | 196,875 548,438 - | - - - | 59,080 65,176 45,239 | 962,365 1,157,531 1,364,177 | | Peter Bittner III, President of Bel Connectivity Solutions | 2024 2023 2022 | 300,000 300,000 275,000 | - 149,106 275,000 | 135,970 - - | 196,875 225,000 - | - 84,561 - | 18,137 27,496 20,986 | 650,982 786,163 570,986 | | Stephen Dawson, President of Bel Power Solutions | 2024 | 227,375 | - | 576,939 | 78,750 | - | 37,874 | 920,938 | | Kenneth Lai, Vice President of Asia Operations | 2024 | 225,000 | - | 76,500 | 70,875 | - | 361,443 | 733,818 |

  53. SUMMARY COMPENSATION TABLE

    | 1. | We accrued the bonuses set forth in the table above for 2024, 2023 and 2022 in our consolidated statements of operations for the years ended December 31, 2024, 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 NEOs, prior to the 2024 Incentive Compensation Program taking effect. |

  54. SUMMARY COMPENSATION TABLE

    | 2. | In accordance with SEC rules, no amounts are shown in this column for equity awards granted in 2025 under our 2024 Incentive Compensation Program even though performance for such awards related to 2024. The grant date fair value for grants of restricted stock is based on the closing price of Class B Common Stock on the date of grant, disregarding potential forfeitures based on service requirements in accordance with FASB ASC Topic 718. See “Grants of Plan-Based Awards During 2024” below. |

  55. SUMMARY COMPENSATION TABLE

    | 3. | The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the cash amounts earned by each NEO under the Company’s 2024 Incentive Compensation Program. See “2024 Compensation Elements – Total Incentive Approach” above for a description of how 2024 awards under the Company’s 2024 Incentive Compensation Program were determined. |

  56. SUMMARY COMPENSATION TABLE

    | 4. | The amounts in this column represent the year over year change in the actuarial present value of the NEO's benefit under the Supplemental Executive Retirement Plan described on page 34, based on assumptions used for financial statement reporting purposes. The Nonqualified Deferred Compensation Plan (“DCP”) described on page 35 does not provide for above-market or preferential returns on DCP accounts. Thus, no amount is included in this column with respect to the DCP. |

  57. SUMMARY COMPENSATION TABLE

    | 5. | “All other compensation” for 2024 consists of the following: |

  58. 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 ($) | Other(1) ($) | Total Other Compensation ($) | | Daniel Bernstein | 10,200 | 3,125 | 4,821 | 11,661 | 29,807 | | Farouq Tuweiq | 8,400 | 6,163 | 8,596 | 35,921 | 59,080 | | Peter Bittner III | 8,400 | 2,295 | 1,561 | 5,881 | 18,137 | | Stephen Dawson | - | 8,102 | 3,850 | 25,922 | 37,874 | | Kenneth Lai | 24,809 | 52,875 | 4,138 | 279,621 | 361,443 |

  59. SUMMARY COMPENSATION TABLE

    | 1. | For Mr. Tuweiq and Mr. Dawson, “Other” compensation includes $25,000 and $20,475, respectively, credited to their deferred compensation accounts under the Company’s Nonqualified Deferred Compensation Plan for 2024 (see "2024 Compensation Elements – Retirement Benefits” above). For Kenneth Lai, “Other” compensation includes $278,126 of a tax equalization benefit. 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 the 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. |

  60. GRANTS OF PLAN-BASED AWARDS DURING 2024

    GRANTS OF PLAN-BASED AWARDS DURING 2024

  61. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | Name (a) | Grant Date (b) | Number of Shares or Units of Stock (#) (i) | Grant Date Fair Value of Stock Awards (1) ($) (l) | | Daniel Bernstein | 3/15/2024 | 10,958 | 611,895 | | Farouq Tuweiq | 3/15/2024 | 5,935 | 331,410 | | Peter Bittner III | 3/15/2024 | 2,435 | 135,970 | | Stephen Dawson | 3/15/2024 | 10,332 | 576,939 | | Kenneth Lai | 3/15/2024 | 1,370 | 76,500 |

  62. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | 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 NEO’s stock award in accordance with FASB ASC Topic 718. |

  63. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 The following table sets forth, for each of our NEOs, information regarding stock awards outstanding at December 31, 2024. 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 NEOs had any stock options outstanding as of December 31, 2024.

  64. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | 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 | 16,958 | 1,398,526 | | Farouq Tuweiq | 25,935 | 2,138,859 | | Peter Bittner III | 4,935 | 406,989 | | Stephen Dawson | 14,832 | 1,223,195 | | Kenneth Lai | 11,870 | 978,919 |

  65. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    In the table above, we are disclosing:

  66. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | ■ 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, 2024; and |

  67. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | ■ in column (c), the aggregate market value as of December 31, 2024 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 2024 of $82.47 by the applicable number of shares of Class B Common Stock underlying the NEO’s unvested stock awards. |

  68. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    In the table above, the vesting dates for the NEO's stock awards are as follows:

  69. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | ■ As of December 31, 2024, Mr. Bernstein had 16,958 restricted shares of Class B Common Stock, vesting as follows: 3,652 shares vest as of March 15, 2025; 3,000 shares vest as of November 15, 2025; 3,652 shares vest as of March 15, 2026; 3,000 shares vest as of November 15, 2026; and 3,654 shares vest as of March 15, 2027. |

  70. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | ■ As of December 31, 2024, Mr. Tuweiq had 25,935 restricted shares of Class B Common Stock vesting as follows: 1,978 shares vest as of March 15, 2025; 2,500 shares vest as of May 15, 2025; 5,000 shares vest as of November 15, 2025; 1,978 shares vest as of March 15, 2026; 2,500 shares vest as of May 15, 2026; 5,000 shares vest as of November 15, 2026; 1,979 shares vest as of March 15, 2027; and 5,000 shares vest as of November 15, 2027. ■ As of December 31, 2024, Mr. Bittner had 4,935 restricted shares of Class B Common Stock vesting as follows: 812 shares vest as of March 15, 2025; 2,500 shares vest as of November 15, 2025; 812 shares vest as of March 15, 2026; and 811 shares vest as of March 15, 2027. ■ As of December 31, 2024, Mr. Dawson had 14,832 restricted shares of Class B Common Stock, vesting as follows: 3,444 shares vest as of March 15, 2025; 1,500 shares vest as of November 15, 2025; 3,444 shares vest as of March 15, 2026; 1,500 shares vest as of November 15, 2026; 3,444 shares vest as of March 15, 2027; and 1,500 shares vest as of November 15, 2027. |

  71. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | ■ As of December 31, 2024, Mr. Lai had 11,870 restricted shares of Class B Common Stock, vesting as follows: 456 shares vest as of March 15, 2025; 1,500 shares vest as of May 15, 2025; 2,500 shares vest as of November 15, 2025; 456 shares vest as of March 15, 2026; 1,500 shares vest as of May 15, 2026; 2,500 shares vest as of November 15, 2026; 458 shares vest as of March 15, 2027; and 2,500 shares vest as of November 15, 2027. |

  72. PENSION BENEFITS TABLE

    PENSION BENEFITS TABLE The table below shows the present value of the accumulated benefit as of December 31, 2024 and certain other information for NEOs participating in our Supplemental Executive Retirement Plan (“SERP”), as calculated based on the assumptions described.

  73. PENSION BENEFITS TABLE

    | Name (a) | Plan Name (b) | Number of Years of Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | | Daniel Bernstein | Supplemental Executive Retirement Plan | 46 | 2,059,346 | 0 | | Peter Bittner III | Supplemental Executive Retirement Plan | 28 | 601,728 | 0 | | Kenneth Lai | Supplemental Executive Retirement Plan | 20 | 305,616 | 0 |

  74. PENSION BENEFITS TABLE

    In the table above:

  75. PENSION BENEFITS TABLE

    | ● | we have determined the years of credited service based on the same measurement date that we used in preparing our audited financial statements for the year ended December 31, 2024; we refer to that date as the “Plan Measurement Date”; |

  76. PENSION BENEFITS TABLE

    | ● | when we use the phrase “present value of accumulated benefit”, we are referring to the actuarial present value of the NEO’s accumulated benefits under the SERP, calculated as of the Plan Measurement Date; and |

  77. PENSION BENEFITS TABLE

    | ● | column (e) refers to the dollar amount of any payments and benefits actually paid or otherwise provided to the NEO during 2024 under the SERP. See above for a description of the SERP. |

  78. NONQUALIFIED DEFERRED COMPENSATION TABLE

    NONQUALIFIED DEFERRED COMPENSATION TABLE The table below shows amounts credited to the NEO’s account under our Nonqualified Deferred Compensation Plan ( “DCP”) for 2024 and their DCP balances as of December 31, 2024.

  79. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | | Company Credits in 2024 | Aggregate Earnings for 2024 | Aggregate Withdrawals/ Distributions | Aggregate Balance at December 31, 2024 | | Farouq Tuweiq | $25,000 | $8,893 | -0- | $105,413 | | Steve Dawson | $20,475 | $6,744 | -0- | $171,104 |

  80. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT The following table shows the estimated cash severance and other benefits payable to our NEOs in connection with (A) an involuntary termination of employment (i.e., a termination without cause or, in Mr. Tuweiq’s case, resignation for good reason) both in connection with a change in control of Bel (as defined in the applicable arrangements or agreements) (a “CIC Termination”) and not in connection with a change in control of Bel (a “Non-CIC Termination”), or (B) a termination due to retirement. Generally, on any termination, the applicable NEO will also receive accrued and unpaid salary and other benefits until the date of termination. In addition, the table below assumes that our NEOs comply with all applicable restrictive covenants and, to the extent required, execute a release in favor of Bel. The table quantifies certain compensation that would have been payable under existing compensation plans arrangements had a NEO’s employment terminated on December 31, 2024. However, in light of the new employment agreement entered into with Mr. Tuweiq in connection with the CEO transition discussed above under “President and Chief Executive Officer Transition in 2025”, the table summarizes the compensation that Mr. Tuweiq would receive based on his CEO Employment Agreement. A number of factors could affect the amount of certain of the benefits included in the table, including the Company’s stock price at the time. Accordingly, the actual amounts payable upon any of the events below could be different than those shown.

  81. Potential Payments Upon Termination of Employment

    Potential Payments Upon Termination of Employment

  82. Potential Payments Upon Termination of Employment

    | (a) | (b) | (c) | (d) | (e) | | Name | Type of Benefit | Involuntary Termination not in Connection with a Change in Control ($) | Involuntary Termination Immediately Following a Change in Control ($) | Retirement ($) | | Daniel Bernstein | SERP(1) Cash Severance(2) Total | 2,059,346 600,000 2,659,346 | 2,574,183 600,000 3,174,183 | 2,059,346 -0- 2,059,346 | | Farouq Tuweiq | Cash Severance(3) Target Annual Bonus(4) Deferred Compensation(5) Equity Acceleration(6) Continued Benefits(7) Outplacement Total | 2,800,000 1,600,000 105,413 3,300,644 75,693 -0- 7,881,750 | 4,200,000 1,600,000 105,413 3,300,644 113,539 25,000(8) 9,344,596(9) | -0- -0- -0- -0- -0- -0- -0- | | Peter Bittner III | SERP(10) Cash Severance(11) Total | -0- 300,000 300,000 | 1,409,120 300,000 1,709,120 | -0- -0- -0- | | Steve Dawson | Cash Severance(12) Deferred Compensation Total | 157,500 -0- 157,500 | 157,500 171,104 328,604 | -0- -0- -0- | | Kenneth Lai(13) | SERP Total | -0- -0- | 1,039,977 1,039,977 | -0- -0- |

  83. Potential Payments Upon Termination of Employment

    (1) SERP benefits are payable as a monthly benefit. Had Mr. Bernstein retired on December 31, 2024, he would have been eligible for a monthly benefit under the SERP in the amount of $16,000, payable for life. If payable due to a termination on or following a change in control Bel (as defined in the SERP), the benefit would be $20,000 per month for life. Although not payable in a lump sum, for purposes of this table, the amounts shown under columns (c), (d) and (e) represent the present value of the monthly benefit based on actuarial assumptions used for our financial reporting purposes. (2) Amount shown is based on the maximum severance of 52 weeks under Bel’s severance pay plan. (3) Pursuant to Mr. Tuweiq’s CEO Employment Agreement, he is entitled to severance, payable in installments, equal to two times his CEO base salary ($600,000) plus the cash portion of his CEO target annual bonus ($800,000) in the event of an involuntary termination without cause or resignation for good reason (as such terms are defined in his CEO Employment Agreement) prior to a change in control (a “Non-CIC Termination”), and three times such amounts if such a termination occurs on or after a change in control (a “CIC Termination”). (4) Pursuant to Mr. Tuweiq’s CEO Employment Agreement, he is entitled to payment of his target annual bonus ($1,600,000), prorated based on the period of the year in which he was employed by Bel. For purposes of this illustration, it is assumed that he terminated on the last day of Bel’s fiscal year and would be entitled to the full target annual bonus without proration. (5) Pursuant to Mr. Tuweiq’s CEO Employment Agreement, his entire DCP balance is deemed vested and payable in a lump sum in accordance with the DCP. (6) Pursuant to Mr. Tuweiq’s CEO Employment Agreement, all outstanding equity awards issued to him continue to vest in accordance with their terms in the event of Non-CIC Termination and become fully vested in the event of CIC Termination. However, all restricted shares of Bel’s Class B Common Stock awarded to him pursuant to those certain restricted stock award agreements dated May 15, 2021 and November 15, 2022, respectively, will, to the extent not previously vested, thereupon also be fully vested in the event of a Non-CIC Termination. The dollar figures shown above represents the value of all outstanding restricted shares of Class B Common Stock granted to Mr. Tuweiq as of April 1, 2025, including 19,167 restricted shares of Class B Common Stock granted to him in respect of his Promotion Award under the CEO Employment Agreement, based on the closing price of our Class B shares as of February 3, 2025. (7) Pursuant to Mr. Tuweiq’s CEO Employment Agreement, he is entitled to continued health coverage under Bel’s group health plan for up to 24 months following a Non-CIC Termination and up to 36 months in the event of a CIC Termination, provided that he elects “COBRA” coverage and pays the mount that is charged active employees for health coverage. The amount shown is an estimate of the cost of family coverage under Bel’s Silver medical plan for such period based on Bel’s current “COBRA” costs in excess of the cost for health coverage charged to active employees. (8) Pursuant to Mr. Tuweiq’s CEO Employment Agreement, he is entitled to outplacement services valued at up to $25,000 in the event of a CIC Termination. (9) Mr. Tuweiq’s CEO Employment Agreement provides that the aggregate payments and benefits payable to him as a result of an involuntarily termination occurring on or after a change in control will be reduced to the extent necessary to prevent the payments and benefits from being subject to an excise tax under Section 4999 of the Code unless, after payment of all taxes and penalties, his after-tax benefit will exceed his after-tax benefit capped at the maximum amount that would avoid a penalty under Section 4999 of the Code. (10) As of December 31, 2024, Mr. Bittner had not attained early retirement eligibility under the SERP. As a result, he was not entitled to any SERP benefit in the event of termination or retirement. However, as of December 31, 2024, he would be entitled to a monthly benefit for life under the SERP of $8,186 in the event of his termination on or following a change in control of Bel (as defined in the SERP). Although not payable in a lump sum, for purposes of this table, the amounts shown under column (d) represent the present value of the monthly benefit based on actuarial assumptions used for our financial reporting purposes. (11) Amount shown is based on the maximum severance of 52 weeks under Bel’s severance pay plan. (12) Amount shown is based on 26 weeks’ severance under Bel’s severance pay plan. (13) As of December 31, 2024, Mr. Lai had not attained early retirement eligibility under the SERP. As a result, he was not entitled to any SERP benefit in the event of termination or retirement. However, as of December 31, 2024, he would be entitled to a monthly benefit for life under the SERP of $5,867 in the event of his termination on or following a change in control of Bel (as defined in the SERP). Although not payable in a lump sum, for purposes of this table, the amounts shown under column (d) represent the present value of the monthly benefit based on actuarial assumptions used for our financial reporting purposes.

  84. 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 2024, these amounts were determined using the adjustments as described in the footnotes to the following table.

  85. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Company Selected Measure | | Year(1) | SCT Total Compensation for CEO ($) | Compensation Actually Paid to CEO(5) ($) | Average SCT Total Compensation to Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | Cumulative TSR(2) | Peer Group Cumulative TSR(2) | Net Income (thousands) ($) | Revenue (thousands) ($) | | 2024 | $2,012,189 | $2,403,369 | $817,026 | $1,130,212 | $574.48 | $128.84 | $49,192 | $534,792 | | 2023 | $1,708,986 | $1,909,317 | $1,015,217 | $1,416,031 | $463.18 | $76.87 | $73,831 | $639,813 | | 2022 | $825,075 | $1,098,573 | $784,722 | $873,491 | $226.84 | $43.20 | $52,689 | $654,233 | | 2021 | $873,612 | $892,574 | $556,990 | $566,911 | $87.67 | $88.24 | $24,821 | $543,494 |

  86. PAY VERSUS PERFORMANCE

    | 1. | The other NEOs (besides our CEO, Mr. Bernstein) were Messrs. Tuweiq and Bittner (all years), Messrs. Dawson and Lai (2024 only), Mr. Ackerman (2023, 2022 and 2021 only), Ms. Kozlovsky (2023 only), Mr. Cheung (2022 and 2021 only) and Mr. Brosious (2021 only). |

  87. 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. |

  88. PAY VERSUS PERFORMANCE

    | 3. | Total shareholder returns ("TSRs") are based on an initial $100 investment, measured on a cumulative basis over 1, 2, 3, & 4 year performance periods. Bel Fuse's TSR reflects class B shares only. The Peer Group comprises of Nasdaq-listed stocks (SIC 3670-3679 US + Foreign) in Electronic Components & Accessories. We use this Peer Group in the stock performance graph included in our Annual Report on Form 10-K. |

  89. PAY VERSUS PERFORMANCE

    | 4. | “Net income” is equivalent to “Net earnings” as reported in the Company’s financial statements. |

  90. PAY VERSUS PERFORMANCE

    | 5. | The following table describes the adjustments, each of which is required by Item 402(v), to calculate the CAP Amounts shown in the table above: |

  91. PAY VERSUS PERFORMANCE

    | | 2024 | | | | CEO | Average of Non-CEO NEOs | | Summary Compensation Table | $2,012,189 | $817,026 | | Less: The amount shown as Stock Awards in the SCT | (611,895) | (280,205) | | Plus: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 906,007 | 414,888 | | Plus (Minus) Year-Over-Year Change in Fair Value of Unvested Equity Awards Granted in Prior Years | 94,200 | 147,188 | | 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 | 23,355 | 16,670 | | 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 | - | - | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | (20,487) | - | | Plus: Aggregate Service Cost and Prior Service Costs for Pension Plans | - | 14,645 | | Compensation Actually Paid (as calculated) | $2,403,369 | $1,130,212 |

  92. PAY VERSUS PERFORMANCE

    | Financial Performance Measures | | We did not use any GAAP-derived financial performance measures outside of Net Income in 2021 to link CAP to Named Executive Officers during such fiscal year to our performance. The following table lists the two financial performance measures that, in the Company’s assessment, represent the most important performance measures used to link CAP for our NEOs to Company performance in 2022, 2023, and 2024: | | Revenue | | Adjusted EBITDA* |

  93. PAY VERSUS PERFORMANCE

    *Adjusted EBITDA is a non-GAAP financial measure. For additional information regarding derivation, utilization and application of this measure in connection with our Incentive Compensation Program for 2024, please see the Compensation Discussion & Analysis section above. Compensation Actually Paid and Revenue Revenue is a component of the Compensation Committee’s assessment of financial performance, driving annual and long-term pay outcomes going forward. As a result, CAP for our CEO and Other NEOs is influenced by Revenue, as demonstrated by the following graph:

  94. 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 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:

  95. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of the SEC’s Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Daniel Bernstein, our President and Chief Executive Officer (who is currently our principal executive officer for purposes of applicable SEC rules including this pay ratio disclosure). The pay ratio included in this information is a reasonable estimate, calculated in a manner consistent with Item 402(u) of Regulation S-K. For the year ended December 31, 2024, our last completed fiscal year:

  96. Pay Ratio Disclosure

    | ● | The median of the annual total compensation of all employees of our Company, other than our President and Chief Executive Officer, was reasonably estimated to be $7,080. The median employee was identified is a Production Operator located in Mexico. |

  97. Pay Ratio Disclosure

    | ● | The annual total compensation of our President and Chief Executive Officer for 2024, calculated in accordance with the Summary Compensation Table rules, was $2,012,189. |

  98. Pay Ratio Disclosure

    | ● | Based on this information, the ratio of the annual total compensation of Mr. Bernstein, our President and Chief Executive Officer to the median of the annual total compensation of all other employees is estimated to be 284 to 1. |

  99. Pay Ratio Disclosure

    Excluding our President and Chief Executive Officer, we identified the median employee by examining the base salary for all individuals we employed on December 31, 2024, the last day of our payroll year. We included all of our employees globally, whether full-time, part-time, or seasonal, including any interns, fixed term, or apprentice employees. We annualized the total actual base salary for any permanent employee that works full-time but was hired after January 1, 2024. For any employee that we paid in currency other than U.S. Dollars, we then applied the applicable foreign currency exchange rate as of December 31, 2024, to convert such employee’s total compensation into U.S. Dollars. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 2024 in the same way that we calculate the annual total compensation of our named executive officers in the Summary Compensation Table. To calculate our ratio, we divided Mr. Bernstein’s annual total compensation by the median employee’s annual total compensation.

  100. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  101. Director Compensation

    Director Compensation The following table sets forth certain information regarding the compensation we paid to our directors, other than Daniel Bernstein, during 2024. Except as otherwise expressly provided below, all amounts represent fees in respect of board or committee service.

  102. Director Compensation

    | Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) I | All Other Compensation ($) (g) | Total ($) (j) | | Peter Gilbert | 60,000 | 24,680 | 250 | 84,930 | | John F. Tweedy(1) | 30,000 | 24,680 | 6,250 | 60,930 | | Mark B. Segall | 80,500 | 24,680 | 530 | 105,710 | | Eric Nowling | 67,000 | 19,203 | 1,205 | 87,408 | | Vincent Vellucci | 58,000 | 24,680 | 530 | 83,210 | | Thomas E. Dooley | 48,000 | 24,680 | 530 | 73,210 | | Jacqueline Brito | 65,500 | 15,425 | 909 | 81,834 | | Rita V. Smith | 62,000 | 24,680 | 530 | 87,210 | | David Valletta | 20,000 | - | 10,000 | 30,000 |

  103. Director Compensation

    | 1. | As previously disclosed, Mr. Tweedy retired from the Board on May 14, 2024 upon the expiration of his term at the 2024 Annual Meeting of Shareholders. |

  104. Director Compensation

    With respect to compensation of our non-employee directors:

  105. 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 2024, including annual retainer fees, committee fees and meeting fees. In 2024, our non-employee directors received fees based on the following schedule: |

  106. Director Compensation

    | Annual Retainer, paid quarterly | $40,000 | | Board Meetings | Included in retainer | | Committee Meetings: | | | Audit Committee – Member | $3,000 per quarter | | Audit Committee – Chair | $3,750 per quarter | | Nominating & ESG Committee – Member | $2,500 per quarter | | Nominating & ESG Committee – Chair | $1,875 per quarter | | Compensation Committee – Member | $2,000 per quarter | | Compensation Committee – Chair | $1,875 per quarter | | Executive Committee | $2,000 per quarter |

  107. 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. During 2024, Mr. Gilbert, Mr. Tweedy, Mr. Segall, Mr. Vellucci, Mr. Dooley and Dr. Smith were each granted 392 shares of Class B Common Stock on January 15, 2024, Mr. Nowling was granted 305 shares of Class B Common Stock on January 15, 2024 and Ms. Brito was granted 245 shares of Class B Common Stock on January 15, 2024. These shares vest as noted below. |

  108. Director Compensation

    | ■ At December 31, 2024, our directors as of such date (other than Daniel Bernstein) owned the following number of restricted shares of Class B Common Stock, which vest as described below: o Mr. Gilbert and Mr. Tweedy each owned a total of 392 shares, of which 130 shares vest on January 15, 2025 and 131 shares vest on each January 15, 2026 and January 15, 2027. o Mr. Segall, Mr. Vellucci, Mr. Dooley, and Dr. Smith each owned a total of 1,392 shares, of which 1,000 shares vest on May 15, 2025, 130 shares vest on January 15, 2025 and 131 shares vest on each January 15, 2026 and January 15, 2027. o Mr. Nowling owned a total of 3,305 shares, of which 1,000 shares vest on each November 15th each year from 2025 – 2027, 101 shares vest on January 15, 2025 and 102 shares vest on each January 15, 2026 and January 15, 2027. o Ms. Brito owned 2,245 shares, of which 1,000 shares vest on each November 15, 2025 and November 15, 2026, 81 shares vest on January 15, 2025 and 82 shares vest on each January 15, 2026 and January 15, 2027 ■ For Mr. Segall, “Fees Earned for Paid in Cash” noted in the table above includes a payment for $15,000 representing board committee fees for Mr. Segall’s service on a special acquisition committee of the Board that had been established in connection with the Company’s acquisition of Enercon. Mr. Segall was a member of such committee, the responsibilities of which included reviewing, evaluating and granting certain approvals with respect to the Enercon transaction, with Mr. Segall additionally undertaking related travel to Israel. |

  109. Director Compensation

    | ■ “All other compensation” consists of the following: |

  110. Director Compensation

    | o In connection with secretarial services provided at the quarterly Board meetings, Mr. Tweedy was paid $6,000. 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 $530; for each of Mr. Gilbert and Mr. Tweedy, dividends in the amount of $250; for Mr. Nowling, dividends in the amount of $1,205; and for Ms. Brito, dividends in the amount of $909. o In connection with consulting services provided in advance of his directorship on Bel’s Board, Mr. Valletta was paid $10,000. |

  111. Director Compensation

    In 2024, directors who were executive officers of the Company did not receive directors’ fees. In 2024, directors of the Company’s foreign subsidiaries did not receive a retainer or meeting fees.