DEF 14A of Vishay Precision Group, Inc., Apr 9, 2024

DEF 14A of Vishay Precision Group, Inc.

Filed Apr 9, 2024 · FY20230001487952-24-000019

Open on EDGAR

  1. TABLE OF CONTENTS

    | SECTION | PAGE | | About the Meeting | 1 | | Governance of the Company | 6 | | Director Compensation | 12 | | Proposal One – Election of Directors | 13 | | Report of the Audit Committee | 16 | | Proposal Two – Ratification of Independent Registered Public Accounting Firm | 17 | | Security Ownership of Certain Beneficial Owners and Management | 19 | | Company Management | 22 | | Executive Compensation | 24 | | Report of the Compensation Committee | 31 | | Compensation Tables | 32 | | Certain Relationships and Related Transactions | 46 | | Proposal Three – Advisory Vote on Executive Compensation | 47 | | Other Matters | 52 | | Availability of Annual Report and Form 10-K to Stockholders | 52 | | Stockholder Proposals and Nominations for 2024 Annual Meeting | 52 |

  2. Can I recommend a nominee for director?

    Can I recommend a nominee for director? Yes. The Nominating and Corporate Governance Committee will consider recommendations for director nominations submitted by stockholders entitled to vote generally in the election of directors. Submissions must be made in accordance with the Nominating and Corporate Governance Committee’s procedures, as outlined herein and set forth in materials posted on our website. For each annual meeting of our stockholders, the Nominating and Corporate Governance Committee will accept for consideration only one recommendation per stockholder or affiliated group of stockholders. The Nominating and Corporate Governance Committee will only consider candidates who satisfy our minimum qualifications for director, as summarized in this proxy statement and as set forth in materials posted on our website. Stockholders should be aware, as discussed herein, that it is our general policy to re-nominate qualified incumbent directors and that, absent special circumstances, the committee will not nominate other candidates when a qualified incumbent director consents to stand for re-election. A stockholder wishing to recommend to the Nominating and Corporate Governance Committee a candidate for election as director must submit the recommendation in writing, addressed to the Nominating and Corporate Governance Committee, care of our Corporate Secretary, at Vishay Precision Group, Inc., 3 Great Valley Parkway, Suite 150, Malvern, PA 19355. Submissions must be made by mail, courier, or personal delivery. E-mailed submissions will not be considered. Submissions recommending candidates for election at an annual meeting of stockholders must generally be received no later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual meeting of stockholders. However, in the event that the date of an annual meeting of stockholders is more than 30 days following the first anniversary date of the annual meeting of stockholders for the prior year, the submission must be made a reasonable time in advance of the mailing of our proxy statement for the current year. Each nominating recommendation must be accompanied by the information called for by our “Procedures for Securityholders’ Submission of Nominating Recommendations,” which is available upon request. This includes specified information concerning the stockholder or group of stockholders making the recommendation and the proposed nominee, any relationships between the recommending stockholder or stockholders and the proposed nominee and the qualifications of the proposed nominee to serve as director. The recommendation must also be accompanied by the consent of the proposed nominee to serve if nominated and elected and the agreement of the nominee to be contacted by the committee, if the committee decides in its discretion to do so. In addition to being entitled to make a recommendation that the Nominating and Corporate Governance Committee nominate a candidate for election as a director, stockholders are also entitled to nominate candidates themselves for election to the Board at a meeting of stockholders, by providing the necessary information by the applicable deadlines. See the discussion under the heading “Stockholder Proposals and Nominations for the 2025 Annual Meeting” below.

  3. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Under the Company's 2017 Non-Employee Director Compensation Plan (as amended, the “NEDC Plan”), each non-employee director receives an annual retainer fee of $40,000 for serving on the Board, excluding the Chairman, who receives an annual retainer fee of $90,000 for his service. In addition, under the NEDC Plan, the chair of the Audit Committee receives an annual retainer of $15,000, and the chairs of the Compensation Committee and the Nominating and Governance Committee each receive an annual retainer of $10,000 for their services as chair of their respective committees. Under the NEDC Plan, the retainer fees for the independent directors are paid in equal quarterly installments in advance and beginning with a payment due on the date of the annual meeting. Such annual retainer fees are pro-rated for a partial year of service by a non-employee director elected to the board between annual meetings. Under the NEDC Plan, each of our non-employee directors was granted RSUs worth $70,000 effective immediately upon their election at the 2023 annual meeting. The number of RSUs granted is based on the average closing price of our common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding the date of grant. These grants will vest on the earlier of the next annual meeting date or May 24, 2024 (the first anniversary of their grant date), subject to each non-employee director's continued service on the board. The grant-date fair value of RSUs is recognized over the vesting period. For directors appointed between annual meetings, the amount of the stock grant is pro-rated for a partial year of service by the non-employee director and vests on the date of the first annual meeting after the date of grant subject to the director’s continued service on the board. Our director who is also an employee of VPG (our Chief Executive Officer) did not receive any additional compensation for his service as a director. See the discussion herein under the heading “Executive Compensation.” The following table provides information with respect to the compensation paid or provided to the Company’s non-management directors during 2023:

  4. DIRECTOR COMPENSATION

    | | | Stock | | | | | Awards | | | Name | Fees Paid | (1) | Total | | Janet Clarke | $50,000 | $70,828 | $120,828 | | Wesley Cummins | $40,000 | $70,828 | $110,828 | | Sejal Gulati | $40,000 | $70,828 | $110,828 | | Bruce Lerner | $40,000 | $70,828 | $110,828 | | Saul Reibstein | $115,000 | $70,828 | $185,828 | | Timothy Talbert | $50,000 | $70,828 | $120,828 | | Marc Zandman | $30,000 | $70,828 | $100,828 |

  5. DIRECTOR COMPENSATION

    | (1) The amounts presented in the table represent the aggregate grant-date fair value of the RSUs computed in accordance with FASB ASC Topic 718 and the assumptions as set forth in Note 10 of our consolidated financial statements in the Form 10-K. |

  6. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Eight directors serving on the Board are nominated for re-election, with a term expiring at the annual meeting of stockholders in 2025. Each of the nominees has consented to serve if elected. If any nominee for director becomes unavailable for election, the proxies will be voted for such substitute nominee(s) as the Board may propose. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. The following table summarizes the Company's current directors:

  7. ELECTION OF DIRECTORS

    | Name | Age | Director Since | | Janet Clarke | 71 | 2016 | | Wesley Cummins | 46 | 2017 | | Sejal Shah Gulati | 50 | 2022 | | Bruce Lerner | 58 | 2017 | | Saul Reibstein | 75 | 2010 | | Ziv Shoshani | 57 | 2009 | | Timothy Talbert | 77 | 2010 | | Marc Zandman | 62 | 2010 |

  8. ELECTION OF DIRECTORS

    ____________________

  9. Nominees for Election as Directors – Terms Expiring 2025

    Nominees for Election as Directors – Terms Expiring 2025 Marc Zandman served as the non-executive Chairman of our Board through December 31, 2022. Mr. Zandman was elected Executive Chairman of the board of directors of Vishay Intertechnology, Inc. ("Vishay Intertechnology") in 2011 and has served in various other capacities with Vishay Intertechnology since 1984. He is the son of the late Dr. Felix Zandman, the founder and former Executive Chairman of Vishay Intertechnology. Mr. Marc Zandman’s dedicated service to Vishay Intertechnology and extensive knowledge of our business give him valuable experience facing issues relevant to our Company. Ziv Shoshani is our Chief Executive Officer and President, and has been since our spin-off as an independent public company in July, 2010. He also serves on the Board. Mr. Shoshani was Chief Operating Officer of Vishay Intertechnology from January 1, 2007 to November 1, 2009. During 2006, he was Deputy Chief Operating Officer of Vishay Intertechnology. Mr. Shoshani was Executive Vice President of Vishay Intertechnology from 2000 to 2009 with various areas of responsibility, including Executive Vice President of the Capacitors and the Resistors businesses, as well as heading the Measurements Group and Foil Divisions. Mr. Shoshani had been employed by Vishay Intertechnology since 1995. He continues to serve on the Vishay Intertechnology board of directors. Mr. Shoshani is a nephew of Ruta Zandman, the widow of the late Dr. Felix Zandman, the founder of Vishay Intertechnology. Mr. Shoshani’s long-standing dedication to our Company, exemplified by his extensive management experience and experience on the Vishay Intertechnology board of directors, provides him with valuable insight into the business and the operation of our Company and makes him a valuable advisor to the Board. Janet M. Clarke. Ms. Clarke is the founder of Clarke Littlefield LLC, a marketing technologies advisory firm, and has served as its President since June 2003. Prior to founding Clarke Littlefield, she served in executive and management roles at DealerTrack, Inc., a privately held automotive finance technology services company; KnowledgeBase Marketing, a subsidiary of Young and Rubicam, Inc.; and Citibank for Citigroup’s consumer business. Ms. Clarke has served as a director for Cox Enterprises, Inc., a private company, since 2007, where she also serves as Chair of the Compensation Committee and as a member of the Audit Committee. Ms. Clarke served as a director for Asbury Automotive Group, Inc. (NYSE: ABG) from April 2005 until April 2015, where she also served as a member of the Audit Committee from April 2005 to January 2009 and from October 2012 to May 2014; as a member of the Human Resources and Compensation Committee from April 2005, and was appointed Chair of the committee in August 2006, to April 2015; and as a member of the Governance Committee from November 2006 to April 2015. Ms. Clarke was also a director and a member of the Audit Committee and the Chair of the Compensation Committee of ExpressJet Holdings, Inc. (NYSE: XJT) from 2001 to 2011. Ms. Clarke earned a Bachelor Degree in Architecture from Princeton University and has completed the Advanced Management Program at the Harvard Business School. Ms. Clarke offers significant business experience to our Board, particularly in the areas of marketing and marketing technology, as a result of the various executive and management positions she has held in corporations of various sizes. In addition, given the public and private company directorships that she has held during her career, Ms. Clarke has a broad range of experience as a director and a deep understanding of board oversight and the exercise of appropriate diligence, which makes her a valuable addition to the VPG Board. Wesley Cummins. Wes Cummins currently serves as the CEO and Chairman of Applied Digital Corp. (NASDAQ: APLD) and is one of that company’s cofounders. Mr. Cummins was also the founder and CEO of 272 Capital LP, a registered investment advisor, which focused primarily on investing in technology hardware, software and services companies. Mr. Cummins sold 272 Capital LP to B. Riley Financial (NASDAQ: RILY) in 2021. Following the sale, he joined B. Riley as President of B. Riley Asset Management, the institutional asset management arm of B. Riley. In late 2023, Mr. Cummins subsequently resigned from B Riley Financial and repurchased 272 Capital LP. Mr. Cummins has been a technology investor for over 20 years and held various positions in capital markets including positions at investment banks and institutional asset management firms. Prior to founding 272 Capital, Mr. Cummins led technology investing at Nokomis Capital, L.L.C., an investment advisory firm. Mr. Cummins serves as a member of the Board of Sequans Communications S.A. (NYSE: SQNS), a fabless designer, developer and supplier of cellular semiconductor solutions for massive, broadband and critical Internet of Things (IoT) markets. Mr. Cummins holds a BSBA from Washington University in St. Louis where he majored in finance and accounting. Mr. Cummins’s experience in investment banking and capital markets lends a valuable perspective to the VPG Board. Sejal Shah Gulati. Ms. Gulati served as the Chief Growth Officer at NOW™, a B2B payments start-up that helps businesses accelerate invoice payments, from October 2021 to February 2024. From January 2021 to October 2021, Ms. Gulati served as Senior Vice President and Growth Leader at Genpact Limited, a NYSE-listed global services firm focused on delivering digital transformation for hundreds of Fortune 500 companies. From 2017 to 2020, she served as General Manager and Vice President of Global Commercial Services for American Express. From 2016 to 2017, Ms. Gulati served as Chief Marketing Officer for EZETAP, a venture-funded start-up company that facilitated B2B payments. Prior to founding and serving from 2006 to 2016 as Chief Executive Officer of Time Inc. India/TAS Analytical Services, a media analytics company serving Time Inc. and Time Warner, Ms. Gulati was the Director of Sales and Marketing for a number of Time Inc. publications, where she earned several industry awards for innovation. Ms. Gulati earned her Bachelor of Arts degree from Princeton University and an MBA from Harvard Business School. She previously served as a Trustee of Princeton University and was the President of the Harvard Business School Alumni Board. Ms. Gulati’s expertise in digital marketing and business management lend a valuable perspective to the VPG Board. Dr. Bruce Lerner. Dr. Lerner has served as President and CEO of Norit Corp. a materials science company manufacturing carbon materials, since May 2022. From 2020 to May 2022, he served as President of HollyFrontier Lubricants and Specialty Products, a division of HF Sinclair Corporation. From 2014 to 2020, he was President and CEO of PeroxyChem, LLC, a global specialty chemicals company. From 2007 to 2014, he served as Vice President and Global Business Head with FMC Peroxygens. From 1993 through 2007, he held several positions in R&D, Marketing, and Management, including SBU General Management, with Engelhard Corp and, post-acquisition, BASF Corporation. Dr. Lerner holds a Bachelor of Science degree from the University of Massachusetts at Amherst, Master of Science degree in Industrial Chemistry from the University of Central Florida, and Ph.D. in Inorganic Chemistry from Northwestern University. Dr. Lerner’s operating experience as a president and CEO of global companies, combined with his technology expertise and extensive international business experience, allows him to provide significant contribution to the VPG Board.

  10. Nominees for Election as Directors – Terms Expiring 2025

    Saul V. Reibstein. Mr. Reibstein has served as the non-executive Chairman of our Board since January 1, 2023. From December 1, 2013 to December 31, 2016, he served as Executive Vice President, Chief Financial Officer and Treasurer of Penn National Gaming, Inc. (NASDAQ: PENN), now PENN Entertainment, Inc. ("PENN") where he also served on the board of directors and as chairman of the audit committee from June 2011 until his appointment as Senior Vice President and Chief Financial Officer in November 2013. Mr. Reibstein was employed as an executive advisor by PENN during 2017, after which he retired. Effective March 21, 2018, Mr. Reibstein was again appointed to the board of directors of PENN where he also serves on the audit and compensation committees. From 2004 until joining PENN Entertainment, Inc. as an executive, Mr. Reibstein served as a member of the senior management team of CBIZ, Inc., a New York Stock Exchange-listed professional services company, where, as Executive Managing Director, he was responsible for the management of the CBIZ New York City Financial Services office operations and the overall international activities of the Financial Services Group. Mr. Reibstein is the majority owner of S3 Living, formally named NCP Ventures, LLC, an independent advisory service for senior citizens, helping them to identify, select and negotiate the transition to Continuing Care Retirement Communities and 55 and Over Communities. Mr. Reibstein has over 40 years of public accounting experience, including 11 years serving as a partner in BDO Seidman, a national accounting services firm, where he was the partner in charge of the Philadelphia office from June 1997 to December 2001 and Regional Business Line Leader from December 2001 until September 2004. Mr. Reibstein is a licensed CPA in Pennsylvania and received a Bachelor of Business Administration from Temple University. Mr. Reibstein qualifies as an audit committee financial expert satisfying the rules of the SEC. Mr. Reibstein’s qualification as an audit committee financial expert, as well as his extensive experience as a public accounting partner, make him highly qualified to serve both as a director of our company and a financial expert on the Audit Committee. Mr. Reibstein also has relevant, long-standing experience as a manager of an NYSE-listed company that he will draw upon in advising us with respect to our listing and filing compliance. Timothy V. Talbert. Mr. Talbert served as Senior Vice President of Credit and Originations for Lease Corporation of America (“LCA”), a national equipment lessor, from July 2000 to the end of 2018, and President of the LCA Bank Corporation, a bank that augments LCA’s funding capacity, from its founding in January 2006 to the end of 2018. He has retired from both of these positions. Previously, Mr. Talbert was Senior Vice President and Director of Asset Based Lending and Equipment Leasing of Huntington National Bank from 1997 to 2000; and prior to that, served in a variety of positions with Comerica Bank for more than 25 years. Mr. Talbert also serves as a director of Vishay Intertechnology. Mr. Talbert previously served on the board of directors and was a member of the audit committee of Siliconix Incorporated, a NASDAQ-listed manufacturer of power semiconductors of which Vishay Intertechnology owned an 80.4% interest, from 2001 until Vishay Intertechnology acquired the noncontrolling interests in 2005. Mr. Talbert received a Bachelor’s Degree in Economics from University of the Pacific and an MBA from the University of Notre Dame. Mr. Talbert’s previous service as a director and member of the audit and compensation committees of a publicly traded company, as well as his current service on the board of another publicly traded company, allows him to bring an important perspective to the Board. Additionally, Mr. Talbert’s prior service as the president of a federally regulated institution gives him relevant understanding of compliance with complex regulations and current accounting rules adding invaluable expertise to our Board. The Board of Directors unanimously recommends a vote “FOR ALL” the nominees for election as directors.

  11. Considerations for Setting 2023 Compensation

    Considerations for Setting 2023 Compensation The Compensation Committee considered a number of factors when setting each NEO’s compensation, including competitive market data derived from our peer group, individual and Company performance, and the NEO’s role and responsibilities. The Compensation Committee reviewed competitive market data that was derived from our 2023 compensation peer group, which is composed of the following companies:

  12. Role of the Compensation Consultant

    Role of the Compensation Consultant As permitted under its charter, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant for 2023. In particular, Meridian advised the Compensation Committee on our compensation peer group and provided the Compensation Committee an assessment of the compensation of our Senior Vice President and Chief Accounting Officer against peer group practices. The Compensation Committee determined that the work performed by Meridian did not give rise to a conflict of interest and that Meridian was independent of management. In making this determination, the Compensation Committee considered the factors outlined in the NYSE listing standards relating to compensation consultant independence, including whether the compensation consultant has provided other services to the Company, the magnitude of the projected fees payable to the compensation consultant in the context of the compensation consultant's total revenues, the absence of personal or business relationships between members of the Compensation Committee or the Company’s executive officers and the compensation consultant, and whether any member of the compensation consultant’s team owns, or otherwise has an investment or interest in, the Company’s common stock.

  13. Compensation Components

    | (1) Pursuant to Mr. Shoshani’s employment agreement, his 2023 base salary was 2,516,896 New Israeli Shekels ("NIS") and his 2022 base salary was 2,420,092 NIS. The U.S. Dollar amount shown in the table is based on the weighted average exchange rate for 2023 of 3.69165 and for 2022 of 3.36099. | | (2) Pursuant to Mr. Tal's employment agreement, his 2023 base salary was 1,027,692 NIS and his 2022 base salary was 988,165. The U.S. Dollar amount shown in the table is based on the weighted average exchange rate for 2023 of 3.69165 and for 2022 of 3.36099. | | (3) Percentage increase is based on local currency amounts. |

  14. Potential Performance Bonus Payments for Messrs. Shoshani, Clancy, and Tal for Each Performance Objective, in Relation to Target Performance*

    Potential Performance Bonus Payments for Messrs. Shoshani, Clancy, and Tal for Each Performance Objective, in Relation to Target Performance*

  15. Potential Performance Bonus Payments for Messrs. Shoshani, Clancy, and Tal for Each Performance Objective, in Relation to Target Performance*

    | | | Percentage of Target Performance Objective | | | | | | | | | Achieved | | | | | Maximum | | | | | | | | | Performance | | | | 80% of | 80—100% of | | 100—150% of | | Bonus for | | | | Target | Target | | Target | | Each | | | Performance | Performance | Performance | | Performance | | Performance | | Executive | Objective | Objective | Objective | | Objective | | Objective | | Ziv Shoshani | | | | | | | | | President and | Adjusted EBITDA | 25% | | 25-50% | | 50-100% | 100% | | Chief Executive Officer | Adjusted Operating Margin | 25% | | 25-50% | | 50-100% | 100% | | William M. Clancy | | | | | | | | | Executive Vice President | Adjusted EBITDA | 21.7% | | 21.7-32.5% | | 32.5-52.5% | 52.5% | | and Chief Financial Officer | Adjusted Operating Margin | 21.7% | | 21.7-32.5% | | 32.5-52.5% | 52.5% | | Amir Tal | Adjusted EBITDA | 13.35% | | 13.35-25% | | 25-37.5% | 37.5% | | Executive Vice President and | Adjusted Operating Margin | 13.35% | | 13.35-25% | | 25-37.5% | 37.5% | | Chief Accounting Officer | | | | | | | |

  16. Potential Performance Bonus Payments for Messrs. Shoshani, Clancy, and Tal for Each Performance Objective, in Relation to Target Performance*

    | * All performance bonus payments set forth in this table are expressed as a percentage of the applicable executive officer’s base salary and represent the potential payments to our executive officers with respect to each performance objective. |

  17. Potential Performance Bonus Payments for Messrs. Shoshani, Clancy, and Tal for Each Performance Objective, in Relation to Target Performance*

    The aggregate target performance bonuses for each of Messrs. Shoshani, Clancy, and Tal, pursuant to their employment agreements and taking into account all 2023 performance objectives, were 100%, 65%, and 50% of their respective base salaries. The maximum 2023 performance bonuses payable to Messrs. Shoshani, Clancy, and Tal were 200%, 105%, and 75% of their respective base salaries. We believe that the target and maximum performance bonus levels and the corresponding payouts are such that they do not encourage excessive risk-taking and represent appropriate compensation in light of each executive officer’s responsibilities. The Board and the Compensation Committee determined that our 2023 adjusted EBITDA was $60.4 million (or 77.4% of the target) and our 2023 adjusted operating margin was $43.8 million (or 71.3% of the target). Accordingly, for the adjusted EBITDA target and the adjusted operating margin target, Messrs. Shoshani, Clancy and Tal received no cash bonus as the achievement was below 80% of target. Equity Compensation Our executive compensation program uses the grant of long-term equity awards as the primary tool for aligning the interests of our NEOs with the long-term interests of our stockholders. The NEOs’ employment agreements established the following target value of their respective annual equity grants. •On or about January 1 of each year, each NEO receives equity awards ("Annual Equity Grant"), with an aggregate value equal to the following percentages of their base salary: 175% (with respect to Mr. Shoshani), 75% (with respect to Mr. Clancy), and 40% (with respect to Mr. Tal). The Annual Equity Grant, which is in the form of restricted stock units (“RSUs”), is sized based on the average closing price of our stock on the New York Stock Exchange for the five consecutive trading days immediately preceding January 1 of the year of grant. •50% of the Annual Equity Grant is in the form of performance-based RSUs ("PBRSUs") which vest on January 1 of the third year following the date of grant, but only to the extent that performance criteria have been achieved and provided the executive remains continuously employed by us through such date. The performance criteria are determined by the Compensation Committee and are based on metrics set forth in the 2022 Stock Incentive Plan. •50% of the Annual Equity Grant is in the form of time-vested RSUs which vest on January 1 of the third year following the date of grant provided the executive remains continuously employed by us through such date. •The Annual Equity grant is subject to accelerated vesting upon a change of control of the Company, an event giving rise to a severance entitlement, death or disability. With respect to each performance criterion, and as illustrated below, (i) 50% of the total number of PBRSUs subject to such criterion will vest if 80% of the applicable objective is met, and (ii) an additional 2.5% of the total number of PBRSUs subject to such criterion will vest for each additional full 1% (between 80% and 100%) of the applicable performance objective that is met.

  18. 2023 Annual Equity Grant Components

    2023 Annual Equity Grant Components

  19. 2023 Annual Equity Grant Components

    | | | Performance-Based RSUs for Each Performance Objective | | | | | Executive | Time-Vested RSUs (# of RSUs) | 80% of Target (# of PBRSUs) | 80—100% of Target (# of PBRSUs) | | | | Ziv Shoshani | 16,158 | 4,039.75 | 4,039.75 | - | 8,079.5 | | William M. Clancy | 3,955 | 988.75 | 988.75 | - | 1,977.5 | | Amir Tal | 1,508 | 377 | 377 | - | 754 |

  20. 2023 Annual Equity Grant Components

    Vesting of the PBRSUs is subject to the achievement over the three-year performance period ending on December 31, 2025 of two equally weighted corporate objectives: cumulative Adjusted Net Earnings and cumulative Adjusted Free Cash. “Adjusted Net Earnings” means the Company’s net profits after taxes, including the impact of acquisitions, if any, adjusted for reconciling items as set forth in the associated years' annual reports to stockholders. “Adjusted Free Cash” means the amount of cash generated from the Company’s operations in excess of capital expenditures and net of proceeds from the sale of assets, including the impact of acquisitions, if any. The target levels of Adjusted Net Earnings and Adjusted Free Cash over that three-year period from 2023-2025 were set at $139,200,000 and $91,862,000, respectively. The Company's achieved performance against each of these performance goals determines the vesting for fifty percent (50%) of the total number of PBRSUs granted to each NEO. These targets are intended to represent challenging, but reasonable, goals, the achievement of which will contribute meaningfully to long-term stockholder value creation as well as the long-term success of our business. Each executive who received a 2023 Annual Equity Grant is eligible to vest in a portion of the PBRSUs included within the 2023 Annual Equity Grant to the extent that our performance with respect to one or both of the objectives equals at least 80% of the targeted amount. If the 80% threshold target for a performance goal is not attained, the executive would not receive any portion of the PBRSUs attributable to such target and that portion of the grant would be forfeited. The table above sets forth the vesting of the PBRSUs that each executive officer would be eligible to receive (expressed as a number of shares) pursuant to his respective employment agreement with respect to each 2023 performance objective, based upon various levels of actual performance. The Annual Equity Grants awarded to each of the NEOs in 2023 are included in the “Stock Awards” column in the Summary Compensation Table herein. In March 2021, Mr. Shoshani, Mr. Clancy and Mr. Tal were granted PBRSUs that were subject to vesting based on two performance conditions - Adjusted Net Earnings and Adjusted Free Cash - measured over a three-year period ended December 31, 2023. The Compensation Committee determined, after reviewing the Company’s performance during this measurement period, that the Company had achieved 131.6% of the target for Free Cash and 148.2% of the target for Adjusted Net Earnings. Accordingly, for the PBRSUs granted to our NEOs in March 2021, 100% of the PBRSUs for the Free Cash target vested and 100% of the PBRSUs for the Adjusted Net Earnings target vested.

  21. Employment Agreements

    Employment Agreements The Company entered into employment agreements in 2011, which have been subsequently amended, with Messrs. Shoshani and Clancy. In March 2020, the Company entered into an employment agreement with Mr. Tal. Each of the employment agreements provides for specific payment opportunities, as expressed as a percentage of the applicable employee’s respective base salary, in connection with each element of our executive compensation package discussed above under the headings “Annual Performance Cash Bonus” and “Equity Compensation.” Upon expiration of the current applicable term, Messrs. Shoshani's, Clancy's, and Tal's employment agreements automatically renew for one additional year unless earlier terminated by the Company or by the executive officer. Each of the employment agreements provides for certain severance payments to the executive officers in the event of termination of their employment as described in greater detail under the heading “Potential Payments Upon a Termination or Change in Control.” The employment agreements also contain customary non-solicitation and non-competition covenants, which remain in effect for 24 months following termination of employment with respect to Mr. Shoshani and for 12 months following termination of employment with respect to Messrs. Clancy and Tal. The agreements also entitle the executives to additional perquisites and other personal benefits as the Board, through its Compensation Committee, determine are reasonable and consistent with the Company’s overall compensation program.

  22. Summary Compensation Table

    Summary Compensation Table The information included in the table should be read in conjunction with the footnotes which follow, the descriptions of the employment agreements with each NEO described in “Compensation Discussion and Analysis,” and the “Grants of Plan Based Awards,” “Outstanding Equity Awards,” “Option Exercises and Stock Vested,” “Pension Benefits,” and “Non-Qualified Deferred Compensation” tables on the pages which follow.

  23. Summary Compensation Table

    | | | | | | | | | | | | | Change in | | | | | | | | | | | | | | | | | | | Pension | | | | | | | | | | | | | | | | | | | Value and | | | | | | | | | | | | | | | | | Non-Equity | | Nonqualified | | | | | | | | | | | | | | | | | Incentive Plan | | Deferred Comp. | | All Other | | | | | | | Salary | | Bonus | | Stock Awards | | Option Awards | | Compensation | | Earnings | | Comp. | | | Total | | | | (1) | | | | (2) | | | | (3) | | (4) | | (5) | | | | | Name and Principal Position | Year | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | | (a) | (b) | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | | Ziv Shoshani | 2023 | $ | 681,781 | $ | — | $ | 1,409,021 | $ | — | $ | — | $ | 19,212 | $ | 243,906 | $ | 2,353,920 | | President and Chief | 2022 | $ | 720,053 | $ | — | $ | 1,113,891 | $ | — | $ | 645,443 | $ | — | $ | 241,666 | $ | 2,721,053 | | Executive Officer | 2021 | $ | 705,270 | $ | — | $ | 1,324,906 | $ | — | $ | 1,314,127 | $ | 1,700 | $ | 278,815 | $ | 3,624,818 | | William M. Clancy | 2023 | $ | 406,900 | $ | — | $ | 344,876 | $ | — | $ | — | $ | 33,485 | $ | 59,483 | $ | 844,744 | | Executive Vice President and | 2022 | $ | 391,250 | $ | — | $ | 240,506 | $ | — | $ | 236,800 | $ | — | $ | 64,462 | $ | 933,018 | | Chief Financial Officer | 2021 | $ | 376,202 | $ | — | $ | 301,035 | $ | — | $ | 374,441 | $ | — | $ | 61,821 | $ | 1,113,499 | | Amir Tal | 2023 | $ | 278,383 | $ | — | $ | 131,498 | $ | — | $ | 0 | $ | — | $ | 115,643 | $ | 525,524 | | Executive Vice President and | 2022 | $ | 294,010 | $ | — | $ | 103,970 | $ | — | $ | 133,041 | $ | — | $ | 118,989 | $ | 650,010 | | Chief Accounting Officer | 2020 | | 265,437 | | — | | 113,970 | | — | | 190,006 | | — | | 107,123 | | 676,536 |

  24. Summary Compensation Table

    | (1) Column (c) reflects each NEO’s base salary. Effective January 1, 2023, Mr. Shoshani’s salary was 2,516,896 New Israeli Shekels and Mr. Tal's salary was 1,027,692 New Israeli Shekels. In 2023, the average New Israeli Shekel/U.S. Dollar exchange rate was 3.69165 NIS per U.S. Dollar. | | (2) Column (e) represents the grant-date fair value of RSUs granted to each NEO in connection with the long-term equity award component of his compensation and in accordance with his employment agreement, computed in accordance with FASB ASC Topic 718 and the assumptions as set forth in Note 10 of our consolidated financial statements in the Form 10-K and assuming that all performance criteria are completely satisfied. For financial statement reporting purposes, the amount of compensation expense for RSUs is recognized ratably over the vesting period of the respective awards. The grant-date fair value does not necessarily reflect the value of shares actually received or which may be received in the future with respect to these awards. | | (3) Column (g) represents performance-based cash bonuses that our NEOs received with respect to performance in the applicable year. See “Compensation Discussion and Analysis—Compensation Components, Performance Bonus.” | | (4) Column (h) reflects the change in the actuarial present value of the NEOs pension and other post-employment benefits under respective defined benefit retirement plans, from the plan measurement date used in preparing the prior year consolidated financial statements to the plan measurement date used in preparing the current year consolidated financial statements, determined using the same interest rate, mortality, and other actuarial assumptions used in our consolidated financial statements. See the “Pension Benefits” table herein for more information on the benefits payable to the NEOs under their respective pension plans. Each NEO is entitled to participate in the VPG non-qualified deferred compensation plan, which is substantially similar to its predecessor plan sponsored by Vishay Intertechnology at the time of the spin-off. Under the VPG non-qualified deferred compensation plan, deferred amounts are credited with earnings based on the performance of notional investment options available under the plan. No portion of the earnings credited during 2023 was “above market” or “preferential.” Consequently, no deferred compensation plan earnings are included in the amounts reported in Column (h). See the “Non-Qualified Deferred Compensation” table for more information on the benefits payable under the VPG non-qualified deferred compensation plan. | | (5) All other compensation includes, as applicable, amounts deposited into VPG’s non-qualified deferred compensation plan, personal use of company car, company match on 401(k) contributions, benefits generally available to employees in Israel, and other perquisites, as described herein in the table below. |

  25. Summary Compensation Table

    | | 2023 | | | Ziv Shoshani | $33,091 | Personal use of Company car* | | | 210,815 | Israeli employment benefits* | | | 0 | Medical and prescription drug insurance premiums | | | $243,906 | | | William M. Clancy | $13,200 | Company contribution to nonqualified deferred compensation plan | | | 14,189 | Personal use of Company car | | | 13,200 | Company match to 401(k) plan | | | 15,330 | Medical and prescription drug insurance premiums | | | 3,564 | Group Term Life imputed income | | | $59,483 | | | Amir Tal | $19,113 | Personal use of Company car* | | | 96,530 | Israeli employment benefits* | | | $115,643 | |

  26. Summary Compensation Table

    * Represents amounts paid in New Israeli Shekels (NIS) and translated at average exchange rates for the year. In 2023, the average New Israeli Shekel/U.S. Dollar exchange rate was 3.69165 NIS per U.S. Dollar.

  27. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table provides information with regard to plan based awards granted to each NEO during 2023. The information included in the table should be read in conjunction with the footnotes which follow and the description of performance bonuses and long-term equity incentive awards described in “Compensation Discussion and Analysis—Compensation Components.” The following table provides information concerning grants of plan-based awards to our NEOs during the year ended December 31, 2023.

  28. Grants of Plan Based Awards

    | | | | | | | | | | | | | | Grant Date | | | | | | | | | | | | | | All Other | Fair Value of | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | Stock Awards (3) | Stock Awards (4) | | Name | Grant Date | Threshold ($) | Target ($) | | Maximum ($) | | Threshold (#) | Target (#) | | Maximum (#) | | (#) | ($) | | Ziv Shoshani | | 340,891 | | 681,781 | | 1,363,562 | | | | | | | | | | 2/28/23 | | | | | | 8,080 | | 16,159 | | 16,159 | | 704,532 | | | 2/28/23 | | | | | | | | | | | 16,158 | 704,489 | | William M. Clancy | | 176,595 | | 264,485 | | 427,245 | | | | | | | | | | 2/28/23 | | | | | | 1,978 | | 3,955 | | 3,955 | | 172,438 | | | 2/28/23 | | | | | | | | | | | 3,955 | 172,438 | | Amir Tal | | 74,328 | | 139,192 | | 208,787 | | | | | | | | | | 2/28/23 | | | | | | 754 | | 1,508 | | 1,508 | | 65,749 | | | 2/28/23 | | | | | | | | | | | 1,508 | 65,749 |

  29. Grants of Plan Based Awards

    | (1) For 2023, Mr. Shoshani, Mr. Clancy, and Mr. Tal were each eligible to earn an annual performance bonus based on the achievement of each of adjusted EBITDA and adjusted operating margin targets. The threshold value for each NEO was determined assuming that each performance metric applicable to such bonus for each NEO was satisfied at the minimum level triggering payment. An executive is not entitled to receive any bonus payment with respect to a particular performance metric if less than 80% of the performance target is achieved. Each NEOs performance bonus is further described under the heading “Compensation Discussion and Analysis—Compensation Components, Performance Bonus.” Performance bonuses for our NEOs relating to 2023 performance were not earned. | | (2) For 2023, each of Messrs. Shoshani, Clancy, and Tal was granted an annual long-term equity incentive award, 50% of which was in the form of performance-based RSUs which will vest on January 1, 2026, to the extent that each performance metric is achieved. The threshold figure for each NEO was determined assuming that each performance metric applicable to such performance-based RSUs for each NEO was satisfied at the minimum level triggering vesting. An executive is not entitled to receive any vesting with respect to a particular performance metric if less than 80% of the performance metric is achieved. Each NEOs long-term equity award is further described under the heading “Compensation Discussion and Analysis—Compensation Components, Equity Compensation.” Long-term equity incentive awards for our NEOs for 2023 were granted on February 28, 2023. | | (3) For 2023, each of Messrs. Shoshani, Clancy, and Tal was granted an annual long-term equity incentive award, 50% of which was in the form of time-vested RSUs, which will vest on January 1, 2026. Each NEOs long-term equity award is further described under the heading “Compensation Discussion and Analysis—Compensation Components, Equity Compensation.” | | (4) Long-term equity incentive awards, including both time-vested and performance-based RSUs for our NEOs for 2023 were granted on February 28, 2023, and their aggregate grant date fair value was computed in accordance with FASB ASC Topic 718 and based on a stock price of $43.60 (the closing price of our Common Stock on February 28, 2023). |

  30. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information regarding unvested stock awards and equity incentive plan awards held by our NEOs and outstanding as of December 31, 2023.

  31. Outstanding Equity Awards at Fiscal Year End

    | | | Stock Awards | | | | | | | Time-Vested RSUs | | PBRSUs | | | Name | Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (4) | Number of unearned shares or units of stock that have not vested (#) | Market value of unearned shares or units of stock that have not vested ($)(4) | | Ziv Shoshani | 3/4/2021(1) | 19,983 | $680,821 | 19,984 | $680,855 | | | 3/3/2022(2) | 18,266 | $622,323 | 18,267 | $622,357 | | | 2/28/2023(3) | 16,158 | $550,503 | 13,700 | $466,759 | | William M. Clancy | 3/4/2021(1) | 4,541 | $154,712 | 4,540 | $154,678 | | | 3/3/2022(2) | 3,944 | $134,372 | 3,944 | $134,372 | | | 2/28/2023(3) | 3,955 | $134,747 | 2,958 | $100,779 | | Amir Tal | 3/4/2021(1) | 1,719 | $58,566 | 1,719 | $58,566 | | | 3/3/2022(2) | 1,705 | $58,089 | 1,705 | $58,089 | | | 2/28/2023(3) | 1,508 | $51,378 | 1,279 | $43,576 |

  32. Outstanding Equity Awards at Fiscal Year End

    | (1) Represents annual equity incentive awards, 50% of which are in the form of time-vested RSUs which vest on January 1, 2024, subject to continued service through such date, and 50% of which are in the form of PBRSUs which vest on January 1, 2024, but only to the extent that the given performance metric is achieved and subject to continued service through such date. The number of PBRSUs presented assumes that one performance metric has been satisfied at the "maximum" level, which is 100% of target, and one performance metric has been satisfied at “threshold” level, which is 80% of target. | | (2) Represents annual equity incentive awards, 50% of which are in the form of time-vested RSUs which vest on January 1, 2025, subject to continued service through such date, and 50% of which are in the form of PBRSUs which vest on January 1, 2025, but only to the extent that the given performance metric is achieved and subject to continued service through such date. The number of PBRSUs presented assumes that the performance metric has been satisfied at the “maximum” level, which is 100% of target. | | (3) Represents annual equity incentive awards, 50% of which are in the form of time-vested RSUs which vest on January 1, 2026, subject to continued service through such date, and 50% of which are in the form of PBRSUs which vest on January 1, 2026, but only to the extent that the given performance metric is achieved and subject to continued service through such date. The number of PBRSUs presented assumes that the performance metric has been satisfied at the “maximum” level, which is 100% of target. | | (4) The market value is based on the closing price of our common stock on December 31, 2023, which was $34.07. |

  33. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information with regard to amounts paid to or received by our NEOs during 2023 as a result of the vesting of RSUs that were granted to the NEOs as part of their compensation agreements.

  34. Option Exercises and Stock Vested

    | | Stock Awards | | | | | Number of | | | | | Shares | Value | | | | Acquired on | Realized on | | | Name | Vesting (#) | Vesting | | | (a) | (d) | (e) | | | Ziv Shoshani | 8,323(1) | $ | 321,684 | | | 21,308(2) | $ | 929,029 | | William M. Clancy | 2,033(1) | $ | 78,575 | | | 5,207(2) | $ | 227,025 | | Amir Tal | 711(1) | $ | 27,480 | | | 1,820(2) | $ | 79,352 |

  35. Option Exercises and Stock Vested

    ____________________

  36. Option Exercises and Stock Vested

    | (1) Represents a portion of annual equity incentive awards comprised of time-vested RSUs granted to each of our NEOs in 2020. These RSUs vested on January 1, 2023. | | (2) Represents a portion of annual equity incentive awards comprised of performance-based RSUs granted to each of our NEOs in 2020. These PBRSUs vested on February 28, 2023. |

  37. Pension Benefits

    Pension Benefits Prior to the spin-off, our pension benefits were administered by Vishay Intertechnology. Beginning in January 2010, we began adopting independent pension benefit plans with substantially similar terms as those maintained by Vishay Intertechnology at the time of the spin-off to ensure continuity of benefits for those Vishay Intertechnology employees who became VPG employees at the spin-off. A description of legacy Vishay Intertechnology plans and the new plans that we adopted in their place follows. In the United States, Vishay Intertechnology maintained a non-qualified pension plan which provided defined benefits to U.S. employees whose participation in the qualified pension plan could jeopardize the qualification of such plan under the Internal Revenue Code. The plan was contributory and, other than its non-qualified status under ERISA, provided substantially the same benefits that were available under Vishay Intertechnology’s qualified retirement plan. Employees with five or more years of service were entitled to annual pension benefits beginning at normal retirement age on the first day of the month following the participant’s 65th birthday equal to the sum of 2.1% of the first $10,000 of earnings plus 2.64% of the annual earnings in excess of $10,000 with a new pension unit earned each year. The final pension was the sum of all units earned during the employee’s career. The plan permitted early retirement if the participant was at least age 55 and had at least five years of service. Employees could elect to receive their pension benefits in the form of a joint and survivor annuity or other contingent annuities. Employees were 100% vested immediately in their contributions. If employees terminated before rendering five years of service, they forfeited the right to receive the portion of their accumulated plan benefits attributable to the Company's contributions. Employees received the value of their accumulated benefits as a life annuity payable monthly from retirement. For each employee electing a life annuity, payments would not be less than the greater of (a) the employee’s accumulated contributions plus interest or (b) an annuity for five years. In connection with the spin-off, VPG adopted the VPG Non-Qualified Retirement Plan, which provides for substantially similar benefits to those provided by its Vishay Intertechnology counterpart at the time of the spin-off. Like the Vishay Non-Qualified Retirement Plan at the time of the spin-off, the VPG Non-Qualified Retirement Plan is frozen with respect to participation and accrual of benefits. The following table provides information regarding the present value of benefits accrued under these retirement benefit plans and arrangements for our NEOs:

  38. Pension Benefits

    | | | Number | Present Value | | | | | | | of Years | of | | | | | | | Credited | Accumulated | | Payments During | | | Name | Plan Name | Service | Benefit (1) | | Last Fiscal Year | | | (a) | (b) | (#)(c) | ($)(d) | | ($)(e) | | | Ziv Shoshani | Individual contractual postemployment medical arrangement (2) | n/a | $ | 171,790 | $ | — | | William M. Clancy | VPG Non-Qualified Retirement Plan (3) | 23 | $ | 470,120 | $ | — |

  39. Pension Benefits

    | (1) These amounts have been calculated using interest rate, mortality, and other actuarial assumptions consistent with those used for financial reporting purposes set forth in Note 9 to VPG’s consolidated financial statements included in the Form 10-K. | | (2) Pursuant to Mr. Shoshani’s employment agreement, if his employment ceases on or after his attainment of age 62 (other than for cause), the Company agreed to pay healthcare premiums to cover, for their respective lifetimes, Mr. Shoshani and his spouse and his children until age 26 up to an aggregate amount of $15,000 annually. The amount set forth in the table above represents the present value of this benefit. | | (3) Mr. Clancy elected to begin participating in the Vishay Non-Qualified Retirement Plan effective January 1, 2000 and subsequently transferred to the VPG Non-Qualified Retirement Plan effective January 1, 2010. The Vishay Non-Qualified Retirement Plan was frozen effective December 31, 2008, such that participants accrue no additional benefits. The VPG Non-Qualified Retirement Plan is similarly frozen. Mr. Clancy is eligible for early retirement under the VPG Non-Qualified Retirement Plan. |

  40. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Two of the NEOs participate in the VPG KEWAP (a non-qualified deferred compensation plan), which is available to all employees who meet certain criteria under the Internal Revenue Code. In addition to being eligible to participate in the VPG KEWAP, Mr. Clancy is entitled to receive Company contributions to his VPG KEWAP account associated with his participation in the VPG 401(k) plan. The NEOs are also eligible to elect to defer additional amounts of compensation, subject to certain limitations. While deferred, amounts are credited with “earnings” based on the performance of notional investment options available under the plan. No portion of the earnings credited during 2023 was “above market” or “preferential.” The following table sets forth information relating to the activity in the non-qualified deferred compensation plan accounts of the NEOs during 2023 and the aggregate balance of the accounts as of December 31, 2023:

  41. Non-Qualified Deferred Compensation

    | | Executive | | Registrant | | Aggregate | | | | Aggregate | | | | Contributions | | Contributions | | Earnings in | | Aggregate | | Balance at | | | | in Last Fiscal | | in Last Fiscal | | Last Fiscal | | Withdrawals/ | | Last Fiscal | | | Name | Year | | Year (1) | | Year | | Distributions | | Year End | | | (a) | ($)(b) | | ($)(c) | | ($)(d) | | ($)(e) | | ($)(f) | | | Ziv Shoshani | $ | — | $ | — | $ | 263,753 | $ | — | $ | 1,687,669 | | William M. Clancy | | — | | 13,200(2) | | 74,767 | | — | | 506,331 |

  42. Non-Qualified Deferred Compensation

    | (1) These amounts are included in Column (i) of the “Summary Compensation Table” as a component of “All Other Compensation.” No portion of the earnings credited during 2023 was “above market” or “preferential.” Accordingly, no amounts related to earnings on deferred compensation have been included in the “Summary Compensation Table.” | | (2) This amount was contributed by the Company; the Company has an on-going contribution obligation with respect to Mr. Clancy pursuant to the supplemental arrangement described herein under “Compensation Discussion and Analysis—Deferred Compensation and Pension Plans.” |

  43. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control Our employment agreements with our NEOs provide certain compensation in the event of termination, as described herein, as well as customary non-solicitation and non-competition covenants as described above in "Employment Agreements". Generally, VPG does not provide any severance specifically upon a change in control. However, our RSU agreements with the NEOs do provide for accelerated vesting upon a change in control. Termination of employment also impacts any outstanding stock options, RSUs, and non-qualified deferred compensation balances. If we terminate Mr. Shoshani without “cause,” or if Mr. Shoshani resigns with “good reason” (as such terms are defined in his employment agreement) he is entitled to a severance package consisting of: •24 months of base salary continuation; •any earned but unpaid performance bonus for the immediately preceding calendar year; •the immediate vesting of all of the executive’s outstanding time-vested RSUs; •the executive’s outstanding PBRSUs shall vest on their normal vesting date to the extent applicable performance criteria are realized (provided that upon a change in control, all outstanding PBRSUs would immediately vest as if the performance criteria had been satisfied at the target level); •a pro rata annual performance bonus (calculated based on his performance bonus target); and •continuation of certain health and medical benefits for three years following termination, provided that if the Executive’s employment terminates for any reason other than by the Company for "cause," after the executive attains age 62, such coverage will continue for the life of the executive. If we terminate Messrs. Clancy or Tal without “cause,” or if they resign with “good reason” (as such terms are defined in their respective employment agreements) Mr. Clancy and Mr. Tal are entitled to a severance package consisting of: •18 months of base salary continuation; •the immediate vesting of all of their outstanding time-vested RSUs; •the executive’s outstanding PBRSUs shall vest on their normal vesting date to the extent applicable performance criteria are realized (provided that upon a change in control, all outstanding PBRSUs would immediately vest as if the performance criteria had been satisfied) at the target level; •any earned but unpaid performance bonus for the immediately preceding calendar year; •a pro rata annual performance bonus (calculated based on their performance bonus targets): and •for Mr. Clancy, continuation of certain health and medical benefits for 18 months, or if earlier, the date as of which he is eligible to receive health insurance through another group plan. The following table sets forth the compensation that Messrs. Shoshani, Clancy, and Tal would have been received had they been terminated without “cause,” or if they resigned with “good reason,” in either such case, as of December 31, 2023.

  44. Potential Payments Upon Termination or a Change in Control

    | | Salary Continuation | | Bonus | | Equity grants | | Medical benefit/pension plan | | Non-qualified deferred compensation | | Total | | | (1) | | (2) | | (3) | | (4) | | (5) | | | | Ziv Shoshani | $ | 1,363,562 | $ | 681,781 | $ | 3,779,215 | $ | 71,886 | $ | 1,687,669 | $7,584,113 | | William M. Clancy | | 610,350 | | 264,485 | | 847,253 | | 503,363 | | 506,331 | 2,731,782 | | Amir Tal | | 417,575 | | 139,192 | | 342,778 | | - | | - | 899,545 |

  45. Potential Payments Upon Termination or a Change in Control

    | (1) Represents two years of 2023 base salary, paid over two years, for Mr. Shoshani, and eighteen months of 2023 base salary, paid over eighteen months, for Mr. Clancy and Mr. Tal. | | (2) Represents the target performance bonus for each of our NEOs with respect to performance in 2023. Pursuant to the employment agreements with our NEOs, we are required to pay the target performance bonus for the year in which the NEO was terminated (pro-rated based on when termination occurred). | | (3) Represents the value of 110,925 shares for Mr. Shoshani, 24,868 shares for Mr. Clancy, and 10,061 shares for Mr. Tal of otherwise unvested RSUs and PBRSUs (assuming all performance criteria are met), based on $34.07, the closing price of our common stock on December 31, 2023. | | (4) For Mr. Shoshani, this amount reflects the estimated value of three years of medical coverage for Mr. Shoshani, his spouse and his children under the age of 26, based on the value of such coverage at December 31, 2023 and assuming 10% increases in annual premiums. For Mr. Clancy, this amount reflects the present value of the balance in his VPG Non-Qualified Retirement Plan account and eighteen months of COBRA payments. | | (5) Represents each NEOs VPG KEWAP balance as of December 31, 2023, as set forth in the “Non-Qualified Deferred Compensation Table.” |

  46. Potential Payments Upon Termination or a Change in Control

    The following table sets forth the compensation that would have been received by each of the Company’s NEOs in the event a change of control occurred on December 31, 2023 where the executives remained employed by the Company after such change of control.

  47. Potential Payments Upon Termination or a Change in Control

    | | Salary Continuation | | Bonus | | Equity grants | | Medical benefit/pension plan | | Non-qualified deferred compensation | | Total | | | | | | | (1) | | | | | | | | Ziv Shoshani | $ | - | $ | - | $ | 3,779,215 | $ | - | $ | - | $3,779,215 | | William M. Clancy | | - | | - | | 847,253 | | - | | - | 847,253 | | Amir Tal | | - | | - | | 342,778 | | - | | - | 342,778 |

  48. Potential Payments Upon Termination or a Change in Control

    ____________________

  49. Potential Payments Upon Termination or a Change in Control

    | (1) Represents the value of 110,925 shares for Mr. Shoshani, 24,868 shares for Mr. Clancy, and 10,061 shares for Mr. Tal of otherwise unvested RSUs and PBRSUs (assuming all performance criteria are met), based on $34.07, the closing price of our common stock on December 31, 2023. |

  50. Potential Payments Upon Termination or a Change in Control

    Impact on Non-Qualified Deferred Compensation Balances As described herein, the NEOs are eligible to participate in a non-qualified deferred compensation plan. Each participant in VPG’s deferred compensation plan, or the “VPG KEWAP,” must elect, upon initial participation in the plan, the schedule of payments thereunder upon termination of such participant’s employment. Mr. Shoshani elected to receive a lump-sum distribution of the balance of his VPG KEWAP retirement account upon termination of his employment. Mr. Clancy elected to receive distributions from his retirement account over a ten-year period following termination of his employment. Impact on Restricted Stock Units In the event of a change in control, or in the event of termination without cause, a voluntary termination by the executive for “good reason,” or a termination due to death or disability, all unvested time-based RSUs vest immediately. If such termination or change in control had occurred at December 31, 2023, Messrs. Shoshani, Clancy, and Tal would have vested immediately in 54,407, 12,440, and 4,932 time-based RSUs, respectively. In addition, in the event of termination without cause, a voluntary termination by the executive for "good reason" or a termination due to death or disability Messrs. Shoshani, Clancy, and Tal would remain eligible to vest in up to 56,518, 12,428 and 5,129 PBRSUs, respectively, subject to the satisfaction of performance criteria associated with those PBRSUs. Such vesting would occur, if at all, upon the Compensation Committee’s determination that the applicable performance criteria have been achieved. On a change in control, however, Messrs. Shoshani, Clancy and Tal would have vested into all such PBRSUs immediately, as if the performance criteria had been satisfied at the target level.

  51. Additional Information on Equity Compensation Plans

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

  52. Additional Information on Equity Compensation Plans

    | | | | | Number of shares of | | | Number of shares | | | common stock remaining | | | of common stock to be | Weighted average | | for future issuance | | | issued upon exercise | exercise price of | | under equity compensation | | | of outstanding options | outstanding options | | plans (excluding shares | | | and rights | and rights | | reflected in the first column) | | Equity compensation plans approved by stockholders (1) | | | | | | 2022 Stock Incentive Plan (2) | | | | | | Restricted Stock Units | 202,533 | | n/a | | | Total 2022 Stock Incentive Plan | 202,533 | | | 525,239 | | Equity compensation plans not approved by stockholders | - | | | - | | Total equity compensation plans | 202,533 | | | 525,239 |

  53. Additional Information on Equity Compensation Plans

    ___________________

  54. Additional Information on Equity Compensation Plans

    | (1) Additional information about these plans is presented in Note 10 to the Company's consolidated financial statements, which is included in the Company's Form 10-K. | | (2) The 2022 Stock Incentive Plan provides for the grant of stock options, restricted stock, unrestricted stock, and RSUs. Therefore, the shares available for future issuance are presented only in total for the program. |

  55. CEO Pay Ratio

    CEO Pay Ratio This information is provided in accordance with the requirements of Item 402(u) of Regulation S-K and the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010. As permitted under the requirements of Item 402(u) of Regulation S-K that require us to identify our median employee once every three years and calculate total compensation for the employee each year, we identified our median-paid employee by looking at compensation between January 1, 2023 and December 31, 2023 for employees of the Company as of December 31, 2023. The total employee population considered was 2,446 people and we did not exclude any employees, other than our CEO. We used year-end local payroll records, consistently applied, to identify the median employee. Mr. Shoshani’s annual total compensation for 2023 was $2,353,920, as disclosed in the Summary Compensation Table above. Our median employee’s annual total compensation, calculated consistent with Summary Compensation Table rules, for 2023 was $43,284. Accordingly, the ratio of our CEO’s pay to our median employee is 54:1. The ratio is influenced by the mix of geographies where the company has operations, and the nature of the work employees perform in the different countries. Approximately 27% of the company’s total workforce is located in low cost countries, including in China and India. Many of these employees are involved in assembly and manufacturing tasks, particularly in China and India.

  56. 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 “compensation actually paid” to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

  57. Pay Versus Performance Table

    Pay Versus Performance Table

  58. Pay Versus Performance Table

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Year(1) | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (2) | Average Summary Compensation Table Total for Other NEO's | Average Compensation Actually paid to Other NEO's (2) | Total Shareholder Return | Total Shareholder Return Peer Group (3) | Net Income | Adjusted Net Earnings(4) | | 2023 | $2,353,920 | $1,251,223 | $685,134 | $491,198 | $100.21 | $129.44 | $25,707,000 | $29,669,000 | | 2022 | $2,721,053 | $3,461,360 | $791,514 | $908,672 | $113.68 | $102.98 | $36,063,000 | $35,884,000 | | 2021 | $3,624,818 | $4,704,237 | $895,018 | $1,057,375 | $109.18 | $121.54 | $20,221,000 | $25,606,000 | | 2020 | $2,240,175 | $1,704,560 | $702,482 | $560,817 | $92.59 | $107.66 | $10,787,000 | $17,975,000 |

  59. Pay Versus Performance Table

    Notes:

  60. Pay Versus Performance Table

    | (1) For each covered year, the CEO was Ziv Shoshani. For each covered year, the Other NEOs were William M. Clancy and Amir Tal. | | (2) For 2023, amounts reported in this column are based on the total compensation and the average of the total compensation reported for our CEO and Other NEOs, respectively in the Summary Compensation Table and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |

  61. Pay Versus Performance Table

    | | CEO | Average of Other NEOs | | Total reported in 2023 Summary Compensation Table (SCT) | $2,353,920 | $685,134 | | Less: Value of Stock & Option Awards reported in SCT | (1,409,021) | (238,187) | | Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (19,212) | (16,743) | | Plus: Pension Service Cost and impact of Pension Plan Amendments | 5,723 | — | | Plus: Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 825,772 | 139,593 | | Plus: Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (322,910) | (49,930) | | Plus: FMV of Awards Granted this Year and that Vested this year | — | — | | Plus: Change in Fair Value (From Prior Year-End) of Prior Year awards that Vested this year | (183,049) | (28,669) | | Less: Prior Year Fair Value of Prior Year awards that failed to vest this year. | — | — | | Total Adjustments | (1,102,697) | (193,936) | | "Compensation Actually Paid" for Fiscal Year 2023 | $1,251,223 | $491,198 |

  62. Pay Versus Performance Table

    | (3) Pursuant to Item 402(v) of Regulation S-K, the Company used the same peer group used for purposes of Item 201(e) of Regulation S-K. The table below shows the companies that comprised the peer group. Beginning in 2024, peer group TSR is to be based solely on the composition of the peer group in the reporting year, which resulted in a revised calculation of the 2020 peer group TSR from what was presented in the prior year report. Additionally, there were errors in the calculations of the peer group TSR that were reported in the prior year for 2022, 2021 and 2020. The corrected values have been presented in this proxy statement and represent an increase in the 2022 peer group TSR of $1.48 or 1.4%, an increase in the 2021 peer group TSR of $0.12 or 0.1%, and a decrease in the 2020 peer group TSR of $0.78 or 0.6%, when compared to the figures presented in the prior year proxy statement. |

  63. Pay Versus Performance Table

    | CTS Corp | | Luna Innovations Inc. | | inTEST Corporation | | Kyowa | | Spectris plc | | TT Electronics | | FARO Technologies Inc. | | ESCO Technologies Inc. |

  64. Pay Versus Performance Table

    | (4) In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our named executive officers to Company performance for the most recently completed fiscal year. The Company determined Adjusted Net Earnings which is a metric included in our long-term incentive program, meets this requirement and therefore, we have included this financial performance measure in the Pay versus Performance table. For the fiscal years ended 2023 and 2022, a reconciliation of Adjusted Net Earnings to the nearest GAAP measure can be found in the Form 10-K. For the fiscal year ended 2021 and 2020, a reconciliation of Adjusted Net Earnings to the nearest GAAP measure can be found in our Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. |

  65. Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

    Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance The charts below describe the relationship between compensation actually paid to our chief executive officer and to our other named executive officers (as calculated above) and our financial and stock performance for the indicated years. In addition, the first table below compares our cumulative total shareholder return ("TSR") and peer group cumulative TSR for the indicated years.

  66. Company’s Most Important Financial Performance Measures

    Company’s Most Important Financial Performance Measures The following were the most important financial performance measures, as determined by the Company, that link the compensation actually paid to our CEO and Other NEOs to the Company’s performance for the most recently completed fiscal year.

  67. Company’s Most Important Financial Performance Measures

    | Adjusted operating margin | | Adjusted EBITDA | | Cumulative adjusted net earnings | | Cumulative adjusted free cash |

  68. Company’s Most Important Financial Performance Measures

    Each of these financial performance measures are used in our incentive programs to determine the level of payout. For more information on each of these performance measures, see Annual Performance Cash Bonus and Equity Compensation beginning on page 26 of this Proxy Statement.