DEF 14A of Bel Fuse Inc /NJ, Apr 10, 2026

DEF 14A of Bel Fuse Inc /NJ

Filed Apr 10, 2026 · FY20250001437749-26-011998

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. 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 Rita Smith and Jacqueline Brito for election as directors at the Annual Meeting, each for a term of office expiring in 2029. Each of the Board’s nominees has consented to be named in this proxy statement and to serve as a director if elected. The two nominees contribute significantly to our Board, including as follows:

  3. Our Nominees and Continuing Directors

    | ● | Dr. Rita Smith is currently a Partner at C-Suite Healthcare Advisors (June 2018 – present), specializing in healthcare consulting with expertise in strategic resource planning, budgeting, information management systems, case management, and compliance. She previously served as Vice President, Interim Projects at RWJ Barnabas Health (May – August 2022), leading key operational initiatives. Earlier, Dr. Smith held the role of Senior Vice President of Patient Care Services and Chief Nursing Officer at RWJ Barnabas Health – Jersey City Medical Center (December 2004 – June 2019), providing strategic leadership and overseeing patient care operations to advance clinical excellence. |

  4. Our Nominees and Continuing Directors

    | ● | Jacqueline Brito is the CEO and Founder of HR Asset Partners LLC, a Florida-based human capital risk prevention consulting firm providing advisory and coaching services (2019 – present). She is also a Graduate Business Instructor at Rollins College (2014 – present). Previously, Ms. Brito held several leadership roles at the Crummer Graduate School of Business, including Assistant Dean of Admission and Marketing (2010 – 2019), MBA and Career Development Center Director (2007 – 2010), and Director of Admission (2004 – 2007). Earlier in her career, she served as a Human Resource Internal Consultant/Business Partner at Orlando Sentinel Communications – a Chicago Tribune Company (1998 – 2004). |

  5. Our Nominees and Continuing Directors

    The election of directors will be determined by plurality of the votes cast by holders of shares of Class A Common Stock (which means that the nominees who receive the highest number of votes are elected, regardless of whether they receive a majority). Abstentions and broker non-votes, if any, will not affect the outcome of the vote on this proposal. The Board of Directors recommends a vote “FOR” each of the nominees for director. The Board has no reason to believe that its director nominees will be unable or unwilling to serve if elected. If a director nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board recommends. The following sets forth information as of April 1, 2026 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.

  6. NOMINEES FOR DIRECTORS WHOSE TERM TO EXPIRE AT THE 2029 ANNUAL MEETING

    NOMINEES FOR DIRECTORS WHOSE TERM TO EXPIRE AT THE 2029 ANNUAL MEETING

  7. NOMINEES FOR DIRECTORS WHOSE TERM TO EXPIRE AT THE 2029 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Rita V. Smith Committees: ● Audit ● Nominating and ESG | 75 | 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. |

  8. NOMINEES FOR DIRECTORS WHOSE TERM TO EXPIRE AT THE 2029 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Jacqueline Brito Committees: ● Nominating and ESG (Chair) ● Compensation | 62 | October 2021 | Business Experience: ● CEO of HR Asset Partners LLC (a Florida-based human capital risk prevention consulting firm, including executive 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 executive 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. |

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

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

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

    | Name | Age | Director Since | Business Experience and Qualifications | | Daniel Bernstein Committees: ● Executive | 72 | 1986 | Business Experience: ● Non-Executive Chairman of the Board (May 2025 to present) ● President (June 1992 to May 2025) and Chief Executive Officer (May 2001 to May 2025) 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 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. |

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

    | Name | Age | Director Since | Business Experience and Qualifications | | Peter Gilbert Committees: ● Audit ● Compensation | 78 | 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. |

  12. CONTINUING 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 | 76 | 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. |

  13. CONTINUING DIRECTORS FOR A TERM TO EXPIRE AT THE 2028 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Farouq Tuweiq Committees: ● Executive | 43 | 2025 | Business Experience: ● President and Chief Executive Officer of the Company (May 2025 to present). ● Chief Financial Officer (February 2021 to May 2025) and Principal Financial Officer and Treasurer (July 2021 to May 2025) of the Company. ● 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 as Bel’s Chief Executive Officer and prior to that as Bel’s Chief Financial Officer, led the Board to conclude that Mr. Tuweiq should serve as a director of the Company. |

  14. CONTINUING DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING

    CONTINUING DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING

  15. CONTINUING DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Mark B. Segall Committees: ● Compensation (Chair) ● Nominating and ESG | 63 | 2011 | Business Experience: ● Managing Member of Kidron Corporate Advisors LLC, a New York based investment bank and corporate advisory boutique he founded (2003 to present). ● CEO/Managing Member of Kidron Capital Securities LLC, an SEC registered broker dealer (member FINRA and SIPC) he founded (2009 to present). ● Co-Chief Executive Officer of Investec, Inc., the U.S. investment banking operations of the Investec Group (2001-2003). He served as head of investment banking and general counsel at Investec Inc. from 1999 to 2001. ● Partner at the law firm of Kramer, Levin, Naftalis & Frankel LLP (Herbert Smith Freehills Kramer (US) LLP) (1996-1999). Current and Prior Public Company Boards: ● Director of iAM Capital Group Ltd (audit committee and compensation committee) and its affiliates (since 2000), iAM Invest Ltd. (since 2017), both FCA regulated alternative asset management companies, based in the UK and Luxembourg, respectively. ● Director of National CineMedia, Inc., America’s largest cinema advertising network (2018-2023), where he served as chairman of the board and on the audit, compensation and nominating committees. ● Director of CITIC Capital Acquisition Corp. an approximately $350 million publicly traded special purpose acquisition company that merged into Quanergy Systems, Inc. (2021 to 2022). ● Director of Ronson Europe N.V, a Polish real estate development company, from 2008 to 2017 (appointed Vice Chairman in 2010 and Chairman in 2011). Qualifications: Mr. Segall has an extensive background in mergers and acquisitions, including his experience as the founder and managing member of Kidron Corporate Advisors LLC, a boutique investment banking and corporate advisory firm. Mr. Segal received an A.B. 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. |

  16. CONTINUING DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | Eric Nowling Committees: ● Audit (Chair) | 69 | 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. |

  17. CONTINUING DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING

    | Name | Age | Director Since | Business Experience and Qualifications | | David J. Valletta Committees: ● Audit ● Compensation | 65 | 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. |

  18. CONTINUING DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING

    The Board has determined that both of the nominees presented for election to the Board at the Annual Meeting (Dr. Rita Smith and Jacqueline Brito) are independent directors for purposes of the rules of the Nasdaq Stock Market LLC (“Nasdaq”) and the applicable rules and regulations adopted by the SEC. The Board has additionally determined that the following members of the Board also satisfy such independence criteria: Mark B. Segall, Eric Nowling, David J. Valletta, Peter Gilbert and Vincent Vellucci. Also, the Board determined that Thomas E. Dooley satisfied such independence criteria prior to his resignation on June 30, 2025. See “Corporate Governance” below for additional information.

  19. Overview of Our Executive Compensation Program

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

  20. Comparison to Market

    Comparison to Market In designing the 2025 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, 2025 ("FY2025"). As in the prior year, 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 in place during 2025), with comparable size, scope, and public float, and that compete with Bel for executive talent (as updated from the prior year for companies that are no longer public or no longer meet the peer group criteria). 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 2025 pay levels is follows:

  21. Short-Term Incentive Compensation

    Short-Term Incentive Compensation “Total Incentive” Approach The Compensation Committee is responsible for approving performance goals and related payout levels, setting each NEO’s target award opportunity and approving payouts under our Incentive Compensation Program, each as described in more detail below. Each year, the Compensation Committee will consider, select and review applicable measures for assessing performance, and will specify the methodology for calculating these measures, in each case, in a manner it deems equitable that is intended to achieve the purposes of the program and promote alignment of interests of our executives and stockholders. For 2025, the Compensation Committee assigned each NEO a target “Total Incentive” award opportunity (expressed as a percentage of base salary) based on competitive market data and the NEO’s position, responsibilities and role. Our “Total Incentive” approach focuses primarily on financial performance. The amount of our CEO and other NEOs’ incentive compensation awards are determined based on financial performance, with an individual modifier applied as appropriate. The awards are delivered through cash and equity awards. We refer to these performance incentives as our “Incentive Compensation Program”. Incentive awards are determined as follows:

  22. Short-Term Incentive Compensation

    | Target “Total Incentive” award Opportunityx | Payout Percentage (including Discretionary Modifier) | = | “Total Incentive” Award Payout |

  23. Short-Term Incentive Compensation

    Each NEO’s Target “Total Incentive” award Opportunity for 2025 was a percentage of base salary, as follows:

  24. Short-Term Incentive Compensation

    | Named Executive Officer | 2025 “Total Incentive” Target Award Opportunity (% of Base Salary) | 2025 “Total Incentive” Target Award Opportunity ($) | | Daniel Bernstein | 150%(1) | $450,000 | | Farouq Tuweiq | n/a(2) | $1,600,000 | | Lynn Hutkin | 100%/125%(3) | $306,250 | | Peter Bittner III | 125% | $375,000 | | Joseph Berry | 125% | $275,000 | | Kenneth Lai | 100% | $225,000 |

  25. Short-Term Incentive Compensation

    | 1. | Mr. Bernstein’s 2025 “Total Incentive” target award opportunity was 150% of base salary for the period from January 1, 2025 through May 31, 2025. Effective June 1, 2025, upon his appointment as Chairman of the Board of Directors, Mr. Bernstein is no longer entitled to an incentive award on fixed base salary. |

  26. Short-Term Incentive Compensation

    | 2. | Per his employment agreement, Mr. Tuweiq 2025 “Total Incentive” target award opportunity is not expressed as a percentage and only as a dollar value. |

  27. Short-Term Incentive Compensation

    | 3. | Ms. Hutkin’s 2025 “Total Incentive” target award opportunity was based on an award opportunity percentage of 100% of base salary in effect from January 1, 2025 through May 31, 2025 and an award opportunity percentage of 125% of base salary in effect from June 1, 2025 through December 31, 2025. |

  28. Short-Term Incentive Compensation

    Each NEO’s payout percentage is determined by the Compensation Committee based on achievement of the following performance measures relative to Bel’s 2025 operating plan and budget (except for Messrs. Bittner and Berry, whose performance measures were relative to the 2025 operating plan and budget of Bel Connectivity Solutions and Bel Magnetics Solutions, respectively), subject to adjustment with a modifier for individual performance. The Compensation Committee was responsible for establishing the specific quantitative and qualitative company/business unit and personal performance targets and objectives within the general performance criteria described below.

  29. Short-Term Incentive Compensation

    | Company or, as Applicable, Business Unit Performance | Individual Performance Modifier | | Performance was assessed using a matrix-based target derived by combining: ■ Adjusted net revenue(1) growth (of Company or, as applicable, business unit): measures annual top line growth, adjusted to exclude the effects of special items; and ■ Adjusted EBITDA(2) margin (of Company or, as applicable, business unit): measures ability to maximize profitability and drive shareholder value. These two performance measures were selected as they closely align compensation with performance measures that can be directly affected by management’s performance. | Modifies Company, or as applicable, business unit performance result based on individual performance Performance is assessed based on individual, role specific performance goals where the Named Executive Officer is most able to influence the outcome, taking into account: ■ Strategic initiatives ■ Client outcomes ■ Leadership & talent |

  30. Short-Term Incentive Compensation

    | 1. | Adjusted net revenue is a non-GAAP financial measure. For purposes of the Incentive Compensation Program for 2025, we calculated adjusted net revenue by adjusting net sales for the Company or the particular business unit as set forth on or derived from our audited financial statements, to exclude the effects of expedite fee revenue and royalty income. |

  31. Short-Term Incentive Compensation

    | 2. | Adjusted EBITDA is a non-GAAP financial measure. For purposes of the Incentive Compensation Program for 2025, we calculated Adjusted EBITDA by adjusting net earnings for the Company or the particular business unit, as set forth on or derived from our audited financial statements, for interest expense, income tax expense and depreciation and amortization, in the manner set forth in our earnings releases. |

  32. Short-Term Incentive Compensation

    The Compensation Committee established the following matrix by which to assess adjusted net revenue and Adjusted EBITDA margin performance relative to baselines set forth in the applicable 2025 Company, or as applicable, business unit operating plan and budget. Each NEO had the potential to earn between 0% and 200% of the “Total Incentive” target award 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, after consideration of Company, or as applicable business unit performance against pre-set performance goals for 2025, the Compensation Committee determined each NEO’s Payout Percentage as follows:

  33. Short-Term Incentive Compensation

    | Named Executive Officer | Calculated Payout % | | Daniel Bernstein | 125% | | Farouq Tuweiq | 125% | | Lynn Hutkin | 125% | | Peter Bittner III | 100% | | Joseph Berry | 45% | | Kenneth Lai | 115% |

  34. Short-Term Incentive Compensation

    Payout Modifications After consideration of the matrix-based results and the individual performance factors noted below, the Compensation Committee approved the following adjusted final payout percentage for Mr. Berry only. The Compensation Committee did not modify the payouts for any other Named Executive Officers.

  35. Short-Term Incentive Compensation

    | Named Executive Officer | Final Payout % Based on Modified Target Opportunity | Individual Performance Considerations | | Joseph Berry | 75.0% | Mr. Berry’s contributions during the year included driving the successful closure of Bel’s manufacturing facility in Pingguo, China and transfer of those operations to other sites. |

  36. Short-Term Incentive Compensation

    Impact of Individual Performance on 2025 “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 2025 to the following NEOs:

  37. Short-Term Incentive Compensation

    | | | | | Form of 2025 “Total Incentive” Award Payout(1) | | | Named Executive Officer | 2025 Target “Total Incentive” Award Opportunity | Final Payout Percentage | “Total Incentive” Award | Cash(2) (of total) | Deferred Equity(3) (of total) | | Daniel Bernstein | $450,000 | 125% | $562,500 | $281,250 | $281,250 | | Farouq Tuweiq | $1,600,000 | 125% | $2,000,000 | $1,000,000 | $1,000,000 | | Lynn Hutkin(5) | $306,250 | 125% | $382,813 | $246,094 | $136,719 | | Peter Bittner III | $375,000 | 100% | $375,000 | $225,000 | $150,000 | | Joseph Berry | $275,000 | 75% | $206,250 | $123,750 | $82,500 | | Kenneth Lai | $225,000 | 115% | $258,750 | $194,063 | $64,688 |

  38. Short-Term Incentive Compensation

    | 1. | “Total Incentive” award payouts for 2025 were paid or provided to each NEO partly in cash and partly in the form of time-based restricted stock awards for Class B Common Stock (“RSAs”), with the Compensation Committee determining the respective payout allocation for each participant. The Compensation Committee reserves the right to change the mix and medium of such payouts in future years. |

  39. Short-Term Incentive Compensation

    | 2. | The cash portion of the 2025 “Total Incentive” award earned for 2025 is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 32. |

  40. Short-Term Incentive Compensation

    | 3. | The amounts listed above were granted on March 15, 2026 in the form of RSAs, and are expected to be reflected in the “Stock Awards” column of the Summary Compensation Table covering 2026 to be disclosed by the Company in 2027. 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 Common Stock price of $196.80, which represents the average closing price of Bel Fuse Inc. Class B Common Stock for the period of March 9, 2026 to March 13, 2026 (five business days prior to the March 15, 2026 grant date). The RSAs vest in equal one-third installments on each of the first, second and third anniversaries of the grant date subject to continued service on each vesting date (with certain exceptions for voluntary retirements). | | 4. | The Target “Total Incentive” award opportunity and “Total Incentive” award payout for Mr. Bernstein were prorated for 2025 based upon his base salary in effect from January 1, 2025 through May 31, 2025. See "2025 Compensation Elements" above for details. |

  41. Short-Term Incentive Compensation

    | 5. | Target “Total Incentive” award opportunity and “Total Incentive” award payout for Ms. Hutkin were prorated for 2025 based upon her base salary in effect throughout the year. See "2025 Compensation Elements" above for details. |

  42. Short-Term Incentive Compensation

    The applicable measures for assessing performance will be considered, reviewed and selected by the Compensation Committee on an annual basis. For 2025, the Incentive Compensation Program included the following:

  43. Short-Term Incentive Compensation

    | ● | For each participant, the Compensation Committee assigned (i) either Company-based measures or business-unit based measures, and (ii) the respective weightings that each performance measure was 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 2025 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. |

  44. Short-Term Incentive Compensation

    | ● | For fiscal year 2025, payouts under the Incentive Compensation Program were rendered partly in cash and partly in the form of restricted stock awards, with the Compensation Committee determining 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 in future years. |

  45. 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. 2025 Equity Grants. In 2025, we awarded each of our NEOs RSAs under the 2020 Equity Compensation Plan to satisfy the deferred equity portion of the 2024 “Total Incentive” awards described in our proxy statement filed on April 11, 2025. As described above, the equity portion of our 2025 “Total Incentive” awards for 2025 are considered granted in 2026. Additionally, as an incremental longer-term compensation element, the Compensation Committee granted to each of Mr. Tuweiq and Ms. Hutkin performance stock units ("PSUs"). The PSUs are intended to incorporate a medium-term goal into the overall compensation program. The performance goal for the 2025 PSU grants was relative total stockholder return over a three-year performance period compared to a peer group. After the three-year performance period, provided continued service through the end of such period, the PSUs will vest in amounts between 0% and 200% of the target number, depending on the level of performance. Threshold performance reflects a TSR between the 25th and 55th percentile of the peer group (resulting in 50% vesting of PSUs), target performance reflects a TSR between the 55th and 65th percentile of the peer group (resulting in 100% vesting), and maximum performance reflects a TSR in excess of the 75th percentile of the peer group (resulting in 200% vesting). The target number of PSUs for each of Mr. Tuweiq and Ms. Hutkin were 16,236 and 1,776, respectively, Finally, as previously promised to them and as previously disclosed, Ms. Hutkin and Mr. Berry were each granted 10,000 RSAs in connection with their promotions effective January 1, 2023, which vest in equal one-third installments on each of the first, second and third anniversaries of the grant date subject to continued service on each vesting date (with certain exceptions for voluntary retirements). Equity Grant Timing Considerations. Consistent with our annual compensation cycle, the Board has adopted a practice of generally making annual grants on or around March 15, other than grants for new hires, promotions or pursuant to the terms of an employment contract. 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. 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). 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. Please refer to the tables on pages 33-35 for a summary of Grants of Plan-Based Awards During 2025, Outstanding Equity Awards at December 31, 2025 and Stock Awards Vested During 2025.

  46. Retirement Benefits

    Retirement Benefits Supplemental Executive Retirement Plan We have designed our Supplemental Executive Retirement Plan (the “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, 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 36 shows the estimated present value of the accumulated benefit as of December 31, 2025 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 is a participant. 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. Under Mr. Tuweiq’s new employment agreement dated as of February 3, 2025, Mr. Tuweiq will continue to participate in the DCP on terms no less favorable than any other senior executive of the Company; as such Mr. Tuweiq’s DCP account was credited with $49,346 for 2025. 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 36 shows amounts credited to the account of Mr. Tuweiq under the DCP for 2025 and his DCP balance as of December 31, 2025.

  47. 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 and Ms. Hutkin who are eligible for the severance benefits outlined in his or her respective employment agreement and Mr. Lai who is not covered by the severance policy. The table on page 37 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.

  48. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  49. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) ($) | All Other Compensation (5) ($) | Total ($) | | Daniel Bernstein, Former President and Chief Executive Officer | 2025 2024 2023 | 243,458 600,000 600,000 | - - 216,881 | 690,718 611,895 - | 281,250 750,000 675,000 | - 20,487 179,510 | 380,849 29,807 37,595 | 1,596,275 2,012,189 1,708,986 | | Farouq Tuweiq, President and Chief Executive Officer (Former Chief Financial Officer and Treasurer) | 2025 2024 2023 | 509,711 375,000 375,000 | - - 168,917 | 3,299,751 331,410 - | 1,000,000 196,875 548,438 | - - - | 99,720 59,080 65,176 | 4,909,182 962,365 1,157,531 | | Lynn Hutkin Chief Financial Officer, Treasurer and Secretary | 2025 | 263,885 | - | 981,557 | 246,094 | 91,103 | 19,684 | 1,602,323 | | Peter Bittner III, Former President of Bel Connectivity Solutions | 2005 2024 2023 | 300,000 300,000 300,000 | - - 149,106 | 120,849 135,970 - | 225,000 196,875 225,000 | 97,427 - 84,561 | 20,132 18,137 27,496 | 763,408 650,982 786,163 | | Joseph Berry Former President of Bel Magnetic Solutions | 2025 | 220,000 | - | 785,136 | 123,750 | 119,585 | 17,414 | 1,265,885 | | Kenneth Lai, Vice President of Asia Operations | 2025 2024 | 225,000 225,000 | - - | 21,771 76,500 | 194,063 70,875 | 67,955 - | 480,055 361,443 | 988,844 733,818 |

  50. SUMMARY COMPENSATION TABLE

    | 1. | Represents discretionary bonuses before the establishment of our Incentive Compensation Program. |

  51. SUMMARY COMPENSATION TABLE

    | 2. | Represents the aggregate grant date fair value of (1) for all our NEOs, amounts earned under our 2024 Incentive Compensation Program in the form of RSAs and granted in 2025, as described in our proxy statement filed on April 11, 2025, (2) for Tuweiq and Ms. Hutkin, PSUs granted in 2025, as described in “Compensation Discussion and Analysis—Long-Term Stock Incentive Compensation,” and (3) for Ms. Hutkin and Berry, RSAs granted in 2025 in connection with their promotions effective 2023, as described in “Compensation Discussion and Analysis—Long-Term Stock Incentive Compensation.” In accordance with SEC rules, no amounts are shown in this column for equity awards granted in 2026 under our 2025 Incentive Compensation Program even though performance for such awards related to 2025. The grant date fair value for grants of RSAs is based on the closing price of Class B Common Stock on the date of grant, disregarding potential forfeitures based on service requirements, and for grants of PSUs, is based on the probable outcome of the performance-based condition applicable to the grant on the date of grant (which was determined to be a payout at the maximum level), in each case, in accordance with FASB ASC Topic 718. For more information regarding these assumptions, see Note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  52. SUMMARY COMPENSATION TABLE

    | 3. | The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the amounts earned by each NEO under the Company’s 2025 Incentive Compensation Program in the form of cash. |

  53. SUMMARY COMPENSATION TABLE

    | 4. | The amounts in this column represent the year over year change in the actuarial present value of the NEOs benefit under the SERP, based on assumptions used for financial statement reporting purposes. The DCP 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. |

  54. SUMMARY COMPENSATION TABLE

    | 5. | “All Other Compensation” for 2025 consists of the following: |

  55. 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 | 4,250 | 4,125 | 6,513 | 365,961 | 380,849 | | Farouq Tuweiq | 12,525 | 9,609 | 12,306 | 65,280 | 99,720 | | Lynn Hutkin | - | 8,991 | 4,872 | 5,821 | 19,684 | | Peter Bittner III | 7,700 | 5,657 | 1,304 | 5,471 | 20,132 | | Joseph Berry | - | 9,199 | 3,933 | 4,282 | 17,414 | | Kenneth Lai | 24,845 | 29,562 | - | 425,648 | 480,055 |

  56. SUMMARY COMPENSATION TABLE

    | 1. | For Mr. Bernstein, “Other” compensation includes $297,500 of transition service fees. For Mr. Tuweiq, “Other” compensation includes $55,596, credited to his deferred compensation accounts under the Company’s DCP for 2025 (see “2025 Compensation Elements – Retirement Benefits” above). For Kenneth Lai, “Other” compensation includes $425,648 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 and gift card compensation related to service awards and other Company programs. |

  57. GRANTS OF PLAN-BASED AWARDS DURING 2025

    GRANTS OF PLAN-BASED AWARDS DURING 2025

  58. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | | | Estimated Future Potential Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Potential Payouts under Equity Incentive Plan Awards (2) | | | | | | Name (a) | Grant Date (b) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares or Units of Stock (#) | Grant Date Fair Value of Stock Awards ($) | | Daniel Bernstein | 3/15/2025 (1) | | | | | | | 9,042 | 690,718 | | | ---(4) | 112,500 | 450,000 | 900,000 | | | | | | | Farouq Tuweiq | 3/15/2025 (1) | | | | | | | 19,167 | 1,619,325 | | | 5/27/2025 (2) | | | | 8,118 | 16,236 | 32,472 | | 1,680,426 | | | ---(4) | 400,000 | 1,600,000 | 3,200,000 | | | | | | | Lynn Hutkin | 3/15/2025 (1) | | | | | | | 443 | 33,841 | | | 5/27/2025 (2) | | | | 888 | 1,776 | 3,552 | | 183,816 | | | 3/15/2025 (3) | | | | | | | 10,000 | 763,900 | | | ---(4) | 76,563 | 306,250 | 612,500 | | | | | | | Peter Bittner III | 3/15/2025 (1) | | | | | | | 1,582 | 120,849 | | | ---(4) | 93,750 | 375,000 | 750,000 | | | | | | | Joseph Berry | 3/15/2025 (1) | | | | | | | 278 | 21,236 | | | 3/15/2025 (3) | | | | | | | 10,000 | 763,900 | | | ---(4) | 68,750 | 275,000 | 550,000 | | | | | | | Kenneth Lai | 3/15/2025 (1) | | | | | | | 285 | 21,771 | | | ---(4) | 56,250 | 225,000 | 450,000 | | | | | |

  59. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | 1. | Represents the grant date fair value of amounts earned under our 2024 Incentive Compensation Program in the form of stock and granted in 2025, as described in our proxy statement filed on April 11, 2025. In calculating these values, 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. For more information regarding these assumptions, see Note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  60. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | 2. | Represents PSUs granted in 2025, as described in “Compensation Discussion and Analysis—Long-Term Stock Incentive Compensation.” The amounts disclosed in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the number of shares of Class B Common Stock issuable assuming achievement of the specific threshold, target or maximum levels of performance over the performance period. The grant date fair value is based on the probable outcome of the performance-based condition applicable to the grant on the date of grant (which was determined to be a payout at the maximum level) in accordance with FASB ASC Topic 718. For more information regarding these assumptions, see Note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  61. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | 3. | Represents RSAs granted in 2025 in connection with promotions effective 2023. In calculating these values, 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. For more information regarding these assumptions, see Note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  62. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | 4. | Represents the “Total Incentive” award opportunities granted under the Company’s 2025 Incentive Compensation Program in the form of cash, as described in “Compensation Discussion and Analysis—Short-Term Incentive Compensation.” |

  63. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 The following table sets forth, for each of our NEOs, information regarding stock awards outstanding at December 31, 2025. 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, 2025.

  64. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Daniel Bernstein | 19,348 | 3,282,001 | — | — | | Farouq Tuweiq | 37,206 | 6,311,254 | 32,472 | 5,508,225 | | Lynn Hutkin | 15,295 | 2,594,491 | 3,552 | 602,526 | | Peter Bittner III | 3,206 | 543,834 | — | — | | Joseph Berry | 12,460 | 2,113,590 | — | — | | Kenneth Lai | 7,699 | 1,305,981 | — | — |

  65. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | 1. | Represents the number of shares of our Class B Common Stock covered by RSAs granted under our 2020 Equity Compensation Plan that were not vested as of December 31, 2025. For more information, see the disclosure under this table. |

  66. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | 2. | Represents the aggregate market value as of December 31, 2025 of the RSAs. For more information, see the disclosure under this table. 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 2025 of $169.63 by the applicable number of shares of Class B Common Stock underlying the NEO’s unvested stock awards. | | 3. | Represents the number of PSUs that are eligible to vest, based on our relative TSR from the grant date until the third anniversary thereof. In accordance with SEC rules and based on the relative TSR from the grant date through December 31, 2025, this table shows the number of shares underlying the outstanding PSU award assuming a payout at the maximum level. For more information, see the disclosure under this table. | | 4. | Represents the aggregate market value as of December 31, 2025 of the PSUs. 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 2025 of $169.63 by the applicable number of shares of Class B Common Stock underlying the NEO’s unearned PSUs. In accordance with SEC rules and based on the relative TSR from the grant date through December 31, 2025, this table shows the number of shares underlying the outstanding PSU award assuming a payout at the maximum level. For more information, see the disclosure under this table. |

  67. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

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

  68. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | ● As of December 31, 2025, Mr. Bernstein had 19,348 restricted shares of Class B Common Stock, vesting as follows: 6,667 shares vest as of March 15, 2026; 3,000 shares vest as of November 15, 2026; 6,667 shares vest as of March 15, 2027; and 3,014 shares vest as of March 15, 2028. |

  69. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | ● As of December 31, 2025, Mr. Tuweiq had 37,206 restricted shares of Class B Common Stock vesting as follows: 6,389 shares vest as of February 3, 2026; 2,505 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; 2,506 shares vest as of March 15, 2027; 5,000 shares vest as of November 15, 2027; 528 share vest on March 15, 2028; and 1,597 shares vest on each June 3, 2026, September 3, 2026, December 3, 2026, March 3, 2027, June 3, 2027, September 3, 2027; December 3, 2027; and February 3, 2028. Also as of December 31, 2025, Mr. Farouq had 16,236 PSUs, which vest on May 27, 2028, upon attainment of related service and performance requirements. For more information, see “Compensation Discussion and Analysis—Long-Term Stock Incentive Compensation.” ● As of December 31, 2025, Ms. Hutkin had 15,295 restricted shares of Class B Common Stock vesting as follows: 3,907 shares vest as of March 15, 2026; 2,000 shares vest as of November 15, 2026; 3,907 shares vest as of March 15, 2027; 2,000 shares vest as of November 15, 2027; and 3,481 shares vest as of March 15, 2028. Also as of December 31, 2025, Ms. Hutkin had 1,776 PSUs, which vest on May 27, 2028, upon attainment of related service and performance requirements. For more information, see “Compensation Discussion and Analysis—Long-Term Stock Incentive Compensation.” ● As of December 31, 2025, Mr. Bittner had 3,206 restricted shares of Class B Common Stock vesting as follows: 1,339 shares vest as of March 15, 2026; 1,339 shares vest as of March 15, 2027; and 528 shares vest as of March 15, 2028. ● As of December 31, 2025, Mr. Berry had 12,460 restricted shares of Class B Common Stock, vesting as follows: 3,767 shares vest as of March 15, 2026; 1,500 shares vest as of November 15, 2026; 3,767 shares vest as of March 15, 2027; and 3,426 shares vest as of March 15, 2028. |

  70. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | ● As of December 31, 2025, Mr. Lai had 7,699 restricted shares of Class B Common Stock, vesting as follows: 552 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; 552 shares vest as of March 15, 2027; 2,500 shares vest as of November 15, 2027; and 95 shares vest as of March 15, 2028. |

  71. PENSION BENEFITS TABLE

    PENSION BENEFITS TABLE The table below shows the present value of the accumulated benefit as of December 31, 2025 and certain other information for NEOs participating in our SERP, as calculated based on the assumptions described.

  72. PENSION BENEFITS TABLE

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Daniel Bernstein | Supplemental Executive Retirement Plan | 47 | 2,032,322 | 112,000 | | Farouq Tuweiq | Supplemental Executive Retirement Plan | - | - | 0 | | Lynn Hutkin | Supplemental Executive Retirement Plan | 18 | 340,982 | 0 | | Peter Bittner III | Supplemental Executive Retirement Plan | 29 | 699,155 | 0 | | Joseph Berry | Supplemental Executive Retirement Plan | 37 | 667,008 | 0 | | Kenneth Lai | Supplemental Executive Retirement Plan | 21 | 373,571 | 0 |

  73. PENSION BENEFITS TABLE

    | 1. | 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, 2025; we refer to that date as the “Plan Measurement Date.” |

  74. PENSION BENEFITS TABLE

    | 2. | 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. |

  75. PENSION BENEFITS TABLE

    | 3. | Refers to the dollar amount of any payments and benefits actually paid or otherwise provided to the NEO during 2025 under the SERP. See above for a description of the SERP. |

  76. 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 2025 and their DCP balances as of December 31, 2025.

  77. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | | Company Contributions in 2025 ($) | Aggregate Earnings for 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($) | | Daniel Bernstein | - | - | - | - | | Farouq Tuweiq | 55,596 | 7,872 | - | 168,881 | | Lynn Hutkin | - | - | - | - | | Peter Bittner III | - | - | - | - | | Joseph Berry | - | - | - | - | | Kenneth Lai | - | - | - | - |

  78. 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 the cases of Mr. Tuweiq’s and Ms. Hutkin, 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, or employment agreements as applicable, had a NEO’s employment terminated on December 31, 2025. 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.

  79. Potential Payments Upon Termination of Employment

    Potential Payments Upon Termination of Employment

  80. Potential Payments Upon Termination of Employment

    | Name | Type of Benefit | Involuntary Termination not in Connection with a Change in Control ($) | Involuntary Termination Immediately Following a Change in Control ($) | Retirement ($) | | Farouq Tuweiq | Cash Severance(1) Target Annual Bonus(2) Deferred Compensation(3) Equity Acceleration(4) Continued Benefits(5) Outplacement Total | 2,800,000 1,600,000 168,881 11,819,479 75,693 -0- 16,464,053 | 4,200,000 1,600,000 168,881 11,819,479 113,539 25,000(6) 17,926,899(7) | -0- -0- -0- -0- -0- -0- -0- | | Lynn Hutkin | SERP (8) Cash Severance(9) Target Annual Bonus (10) Equity Acceleration(11) Continued Benefits (12) Outplacement Total | -0- 300,000 375,000 3,197,016 37,465 -0- 3,909,481 | 1,453,237 1,350,000 375,000 3,197,016 74,930 10,000 6,460,183 | -0- -0- -0- -0- -0- -0- -0- | | Peter Bittner III | SERP(8) Cash Severance(13) Total | -0- 300,000 300,000 | 1,438,258 300,000 1,738,258 | 1,061,036 -0- 1,061,036 | | Joseph Berry | SERP(8) Cash Severance(13) Total | -0- 220,000 220,000 | 1,078,072 220,000 1,298,072 | 860,182 -0- 860,182 | | Kenneth Lai(15) | SERP(8) Total | -0- -0- | 1,061,590 1,061,590 | -0- -0- |

  81. Potential Payments Upon Termination of Employment

    | (1) Pursuant to Mr. Tuweiq’s CEO Employment Agreement, he is entitled to severance, payable in installments, equal to two times the sum of (a) his CEO base salary ($600,000) and (b) 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”). |

  82. Potential Payments Upon Termination of Employment

    | (2) 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. |

  83. Potential Payments Upon Termination of Employment

    | (3) 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. |

  84. Potential Payments Upon Termination of Employment

    | (4) 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 December 31, 2025, based on the closing price of our Class B shares as of December 31, 2025. The dollar figures shown above also include the fair market value of Mr. Tuweiq’s PSUs outstanding as of December 31, 2025, utilizing the closing price of our Class B shares on that date. Based on the relative TSR from the grant date through December 31, 2025, for purposes of this illustration, this table shows the number of shares underlying the outstanding PSU award assuming a payout at the maximum level. |

  85. Potential Payments Upon Termination of Employment

    | (5) 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 amount that is charged to 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. |

  86. Potential Payments Upon Termination of Employment

    | (6) 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. |

  87. Potential Payments Upon Termination of Employment

    | (7) 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. |

  88. Potential Payments Upon Termination of Employment

    | (8) As of December 31, 2025, Mr. Bittner and Mr. Berry were each eligible for early retirement under the SERP and had they retired on December 31, 2025, Mr. Bittner would have been entitled to a monthly benefit for life in the amount of $6,068 and Mr. Berry would have been entitled to a monthly benefit for life in the amount of $5,191. As of December 31, 2025, Ms. Hutkin and Mr. Lai had not attained early retirement eligibility under the SERP and were therefore not entitled to any SERP benefit in the event of termination or retirement. However, as of that date, each would be entitled to a monthly benefit for life under the SERP in the event of termination on or following a change in control of Bel (as defined in the SERP), with Ms. Hutkin entitled to $7,693, Mr. Bittner entitled to $8,225, Mr. Berry entitled to $6,505, and Mr. Lai entitled to $5,880. Although these benefits are 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. |

  89. Potential Payments Upon Termination of Employment

    | (9) Pursuant to Ms. Hutkin’s CFO Employment Agreement, in the event of a Non-CIC Termination, she is entitled to receive continued payments of her CFO base salary for a period of twelve (12) months, payable in accordance with the Company’s normal payroll practices. Although this benefit is not payable in a lump sum, for purposes of this table, the amounts shown represent the aggregate amount for the 12 month period, In the event of a CIC Termination, she is entitled to a lump sum cash severance payment, equal to two times the sum of: (a) her CFO base salary ($300,000) and (b) her CFO target annual bonus ($375,000). | | (10) Pursuant to Ms. Hutkin’s CFO Employment Agreement, she is entitled to payment of her target annual bonus ($375,000), prorated based on the period of the year in which she was employed by Bel. For purposes of this illustration, it is assumed that she terminated on the last day of Bel’s fiscal year and would be entitled to the full target annual bonus without proration. | | (11) Pursuant to Ms. Hutkin’s CFO Employment Agreement, all outstanding equity awards issued to her 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. The dollar figures shown above represent the value of all outstanding restricted shares of Class B Common Stock granted to Ms. Hutkin as of December 31, 2025, based on the closing price of our Class B shares as of December 31, 2025. The dollar figures shown above also include the fair market value of Ms. Hutkin’s PSUs outstanding as of December 31, 2025, utilizing the closing price of our Class B shares on that date. Based on the relative TSR from the grant date through December 31, 2025, for purposes of this illustration, this table shows the number of shares underlying the outstanding PSU award assuming a payout at the maximum level. | | (12) Pursuant to Ms. Hutkin’s CFO Employment Agreement, she is entitled to continued health coverage under Bel’s group health plan for up to 12 months following a Non-CIC Termination and up to 24 months in the event of a CIC Termination, provided that she elects “COBRA” coverage and pays the amount that is charged to active employees for health coverage. The amount shown is an estimate of the cost of family coverage under Bel’s HSA medical plan for such period based on Bel’s current “COBRA” costs in excess of the cost for health coverage charged to active employees. | | (13) Amount shown is based on the maximum severance of 52 weeks under Bel’s severance pay plan. |

  90. 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 2025, these amounts were determined using the adjustments as described in the footnotes to the following table.

  91. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Company Selected Measure | | Year(1) | SCT Total Compensation for CEO: Mr. Tuweiq ($) | Compensation Actually Paid to CEO: Mr. Tuweiq(5) ($) | SCT Total Compensation for Former CEO: Mr. Bernstein ($) | 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) ($) | Net Income (in 000s) ($) | Revenue (in 000s) ($) | | 2025 | 4,909,182 | 12,008,851 | 1,596,275 | 3,512,917 | 1,155,115 | 2,335,659 | 1,185.25 | 395.09 | 74,111 | 675,455 | | 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 |

  92. PAY VERSUS PERFORMANCE

    | 1. | The other NEOs (besides our CEO, Mr. Tuweiq and former CEO, Mr. Bernstein) were Mr. Bittner (all years), Mr. Tuweiq (2021-2024), Mr. Lai (2025 and 2024 only), Mr. Berry (2025 only), Mr. Dawson (2024 only), Ms. Hutkin (2025 only), Mr. Ackerman (2023, 2022 and 2021 only), Ms. Kozlovsky (2023 only), Mr. Cheung (2022 and 2021 only), and Mr. Brosious (2021 only). |

  93. 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. |

  94. 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 & 5 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. |

  95. PAY VERSUS PERFORMANCE

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

  96. 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: |

  97. PAY VERSUS PERFORMANCE

    | | 2025 | | | | | | | CEO Mr. Tuweiq ($) | | Former CEO Mr. Bernstein ($) | | Average of Non-CEO NEOs ($) | | Summary Compensation Table | 4,909,182 | 1,596,275 | | 1,155,115 | | | Less: The amount shown as Stock Awards in the SCT | (3,299,751) | (690,718 | | (477,328 | | | Plus: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 8,663,354 | 1,535,693 | | 1,099,630 | | | Plus (Minus) Year-Over-Year Change in Fair Value of Unvested Equity Awards Granted in Prior Years | 1,434,669 | 898,782 | | 350,258 | | | 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 | 301,397 | 172,885 | | 89,716 | | | 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 | - | - | | - | | | Plus: Aggregate Service Cost and Prior Service Costs for Pension Plans | - | - | | 118,268 | | | Compensation Actually Paid (as calculated) | 12,008,851 | 3,512,917 | | 2,335,659 | |

  98. 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 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 the covered years: | | Revenue | | Adjusted EBITDA* | | Adjusted EBITDA Margin* |

  99. PAY VERSUS PERFORMANCE

    *Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. For additional information regarding derivation, utilization and application of this measure in connection with our Incentive Compensation Program for 2025, 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:

  100. 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:

  101. 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 Farouq Tuweiq, 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, 2025, our last completed fiscal year:

  102. 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 $8,977. The median employee identified, as of December 31, 2025, is an Assembly Operator located in Mexico. |

  103. PAY RATIO DISCLOSURE

    | ● | The annual total compensation of each of Mr. Bernstein, our Former President and Chief Executive Officer for part of 2025, and Mr. Tuweiq, our President and Chief Executive Officer for the remainder of 2025, calculated in accordance with the Summary Compensation Table rules, in each case, for the periods when they were serving in such roles, was $1,298,775 ($1,596,275, excluding $297,500 of transition services fees paid to him after he stepped down from such role) and $4,909,182, respectively, yielding total compensation of $6,207,957. Based on this information, the ratio of the annual total compensation of Mr. Tuweiq, our President and Chief Executive Officer to the median of the annual total compensation of all other employees is estimated to be 692 to 1. |

  104. PAY RATIO DISCLOSURE

    Excluding our then-serving President and Chief Executive Officer, we identified the median employee by examining the base salary for all individuals we employed on December 31, 2025, 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, 2025. 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, 2025, 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 2025 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. Tuweiq’s annual total compensation by the median employee’s annual total compensation.

  105. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth certain information regarding the compensation we paid to our directors, other than Farouq Tuweiq, during 2025. Except as otherwise expressly provided below, all amounts represent fees in respect of board or committee service.

  106. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Peter Gilbert | 60,000 | 30,938 | 196 | 91,134 | | Mark B. Segall | 65,500 | 30,938 | 336 | 96,774 | | Eric Nowling | 67,000 | 23,452 | 990 | 91,442 | | Vincent Vellucci | 58,000 | 30,938 | 336 | 89,274 | | Thomas E. Dooley (1) | 36,000 | 30,938 | 307 | 67,245 | | Jacqueline Brito | 65,500 | 23,452 | 697 | 89,649 | | Rita V. Smith | 62,000 | 30,938 | 336 | 93,274 | | David Valletta | 55,000 | 92,126 | 338 | 147,464 | | Daniel Bernstein | 49,000 | -(2) | -(2) | 49,000 |

  107. DIRECTOR COMPENSATION

    | 1. | As previously disclosed, Mr. Dooley retired from the Board on June 30, 2025. | | 2. | During 2025, Mr. Bernstein received stock awards and other compensation while an employee (refer to the Summary Compensation Table on page 32) |

  108. DIRECTOR COMPENSATION

    With respect to compensation of our non-employee directors:

  109. 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 2025, including annual retainer fees, committee fees and meeting fees. In 2025, our non-employee directors received fees based on the following schedule: |

  110. 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 |

  111. DIRECTOR COMPENSATION

    | ● | Amounts reported under “Stock Awards” represent the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718. For more information regarding these assumptions, see Note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. On March 15, 2025, Mr. Gilbert, Mr. Segall, Mr. Vellucci, Mr. Dooley, and Dr. Smith were each granted 405 shares of Class B Common Stock, while Mr. Nowling and Ms. Brito were each granted 307 shares. Mr. Valletta received 1,206 shares of Class B Common Stock. The vesting schedules for these awards are described below. |

  112. DIRECTOR COMPENSATION

    | ● | At December 31, 2025, our directors as of such date (other than Farouq Tuweiq) owned the following number of restricted shares of Class B Common Stock, which vest as described below: |

  113. DIRECTOR COMPENSATION

    | o Mr. Valletta owned a total of 1,206 shares, of which 402 shares vest on each of March 15, 2026, March 15, 2027 and March 15, 2028. | | o Mr. Gilbert, Mr. Segall, Mr. Vellucci, and Dr. Smith each owned a total of 668 shares, of which 129 shares vest on January 15, 2026, 135 shares vest on March 15, 2026, 134 shares vest on January 15, 2027 and 135 shares vest on each of March 15, 2027 and March 15, 2028. | | o Mr. Nowling owned a total of 2,512 shares, of which 1,000 shares vest on each November 15th each year from 2026 – 2027, 101 shares vest on January 15, 2026, 102 shares vest on March 15, 2026, 104 shares vest on January 15, 2027, 102 shares vest on March 15, 2027 and 103 shares vesting on March 15, 2028. | | o Ms. Brito owned 1,472 shares, of which 81 shares vest on January 15, 2026, 102 shares vest on March 15, 2026, 1,000 shares vest on November 15, 2026, 84 shares vest on January 15, 2027, 102 shares vest on March 15, 2027, and 103 shares vest on March 15, 2028. |

  114. DIRECTOR COMPENSATION

    | ● | “All other compensation” consists of the following: | | | o During 2025, dividends on restricted stock were paid as follows: Mr. Nowling received dividends totaling $990; Ms. Brito received $697; Mr. Valletta received $338; Mr. Segall, Mr. Vellucci, and Dr. Smith each received $336; and Mr. Gilbert received $196. |

  115. DIRECTOR COMPENSATION

    In 2025, directors who were executive officers of the Company did not receive directors’ fees. In 2025, directors of the Company’s foreign subsidiaries did not receive a retainer or meeting fees.