SCHEDULE 14A INFORMATION
Check the appropriate box:
BEL FUSE INC.
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
☐ Fee paid previously with preliminary materials.
(1) Amount Previously Paid:
____________________________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________________________
(3) Filing Party:
____________________________________________________________
(4) Date Filed:
____________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
BEL FUSE INC.
NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Bel Fuse Inc. (“Bel” or the “Company”) will be held at the Courtyard by Marriott, 540 Washington Boulevard, Jersey City, New Jersey 07310, on Tuesday, May 22, 2018,18, 2021, at 11:00 a.m., Due to ongoing public health concerns associated with the COVID-19 pandemic, the Annual Meeting will be held online in a virtual meeting format as described below. The Annual Meeting will be held for the following purposes:
1. | To elect three directors for three-year terms. |
2. | To ratify the designation of |
3. | To approve, on an advisory basis, the executive compensation of the |
4. | To consider and act upon other matters which may properly come before the meeting or any adjournment thereof. |
Due to ongoing public health concerns associated with the COVID-19 pandemic and for the health and well-being of our shareholders, directors, management and associates, the Annual Meeting will be held online in a virtual format by remote communication.
To participate in the Annual Meeting by voting and/or asking questions, record and beneficial owners of our Class A Common Stock should visit https://www.cstproxy.com/belfuse/2021. Shareholders of record can enter the 12-digit control number included on your proxy card, or on the instructions that accompany your proxy materials. If you do not have your control number, you may contact Continental Stock Transfer at 917-262-2373 or by e-mail at proxy@continentalstock.com. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact Continental Stock Transfer at least 72 hours in advance of the Annual Meeting to obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer at the above-noted phone number or e-mail address to have a control number generated. Interested persons may also access the Annual Meeting (listen-only) by dialing +1 877-770-3647 (toll-free) within the United States and Canada or by dialing +1 312-780-0854 (standard rates apply) outside the United States and Canada. The passcode for telephone access is 31894212#.
If you are a Class A stockholder of record, you can vote by:
• virtually attending the Annual Meeting and voting during the meeting;
• signing, dating and mailing in your proxy card; or
• visiting www.cstproxy.com/belfuse/2021 and following the instructions.
If you vote on the Internet before the Annual Meeting, you do not need to return your proxy card or voting instruction card. Internet voting for stockholders will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 17, 2021.
For shareholders logging into the website, you may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. If you wish to submit a question, you may do so during the meeting by logging into the meeting website, typing your question into the chat box field, and clicking “Submit.”
If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call (917) 262-2373. Technical support will be available beginning at 9:00 a.m. Eastern Time on May 18, 2021 and will remain available until the meeting has ended.
As of this date, a state of emergency is in effect in the State of New Jersey relating to the COVID-19 pandemic. Bel is permitted to hold a virtual meeting of shareholders under New Jersey law so long as a state of emergency remains in effect. In the event that the state of emergency is lifted prior to the date fixed for the Annual Meeting, and it is not, therefore, then legally permissible to hold a completely virtual annual meeting under New Jersey law, we will announce alternative arrangements for the Annual Meeting as promptly as practicable. Any such change will be announced via press release and website posting, as well as the filing of additional proxy materials with the Securities and Exchange Commission.
The Board of Directors has fixed the close of business on March 27, 201823, 2021 as the date for determining the shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting.
We thank you for your interest in our Company and look forward to your participation at our Annual Meeting.
By Order of the Board of Directors
CRAIG BROSIOUS, Secretary
Jersey City, New Jersey
April 12, 2018
---------------------
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
THIS NOTICE AND THE ACCOMPANYING PROXY STATEMENT ARE FURNISHED TO THE HOLDERS OF THE COMPANY'SCOMPANY’S CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE, FOR INFORMATIONAL PURPOSES. HOLDERS OF CLASS B COMMON STOCK ARE NOT ENTITLED TO VOTE AT THE ANNUAL MEETING IN ACCORDANCE WITH THE COMPANY'SCOMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED.
BEL FUSE INC.
--------------------------
PROXY STATEMENT
--------------------------
The following statement is furnished to the holders of the Class A Common Stock, par value $0.10 per share (the "Class“Class A Common Stock"Stock”), of Bel Fuse Inc. ("Bel"(“Bel” or the "Company"“Company”), a New Jersey corporation with its principal executive offices at 206 Van Vorst Street, Jersey City, New Jersey 07302, in connection with the solicitation by the Board of Directors of Bel of proxies to be used at Bel'sBel’s 2021 Annual Meeting of Shareholders.Shareholders (the “Annual Meeting”). The Annual Meeting will be held at the Courtyard by Marriott, 540 Washington Boulevard, Jersey City, New Jersey 07310, on Tuesday, May 22, 201818, 2021 at 11:00 a.m., online in a virtual meeting format as described below.
Due to ongoing public health concerns associated with the COVID-19 pandemic and for the health and well-being of our shareholders, directors, management and associates, the Annual Meeting will be held online in a virtual format by remote communication.
To participate in the Annual Meeting by voting and/or asking questions, record and beneficial owners of our Class A Common Stock should visit https://www.cstproxy.com/belfuse/2021. Shareholders of record can enter the 12-digit control number included on your proxy card, or on the instructions that accompany your proxy materials. If you do not have your control number, you may contact Continental Stock Transfer at 917-262-2373 or by e-mail at proxy@continentalstock.com. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact Continental Stock Transfer at least 72 hours in advance of the Annual Meeting to obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer at the above-noted phone number or e-mail address to have a control number generated. Interested persons may also access the Annual Meeting (listen-only) by dialing +1 877-770-3647 (toll-free) within the United States and Canada or by dialing +1 312-780-0854 (standard rates apply) outside the United States and Canada. The passcode for telephone access is 31894212#.
If you are a Class A stockholder of record, you can vote by:
• virtually attending the Annual Meeting and voting during the meeting;
• signing, dating and mailing in your proxy card; or
• visiting www.cstproxy.com/belfuse/2021 and following the instructions.
If you vote on the Internet before the Annual Meeting, you do not need to return your proxy card or voting instruction card. Internet voting for stockholders will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 17, 2021.
For shareholders logging into the website, you may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. If you wish to submit a question, you may do so during the meeting by logging into the meeting website, typing your question into the chat box field, and clicking “Submit.”
If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call (917) 262-2373. Technical support will be available beginning at 9:00 a.m. Eastern Time on May 18, 2021 and will remain available until the meeting has ended.
As of this date, a state of emergency is in effect in the State of New Jersey relating to the COVID-19 pandemic. Bel is permitted to hold a virtual meeting of shareholders under New Jersey law so long as a state of emergency remains in effect. In the event that the state of emergency is lifted prior to the date fixed for the Annual Meeting, and it is not, therefore, then legally permissible to hold a completely virtual annual meeting under New Jersey law, we will announce alternative arrangements for the Annual Meeting as promptly as practicable. Any such change will be announced via press release and website posting, as well as the filing of additional proxy materials with the Securities and Exchange Commission.
For purposes of this proxy statement, presence in person at the Annual Meeting will mean participation in the Annual Meeting virtually by remote communications.
The Board of Directors has fixed the close of business on March 23, 2021 as the date for determining the shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting. As described in the enclosed proxy materials, holders of record of our Class A Common Stock as of the close of business on March 23, 2021 will be able to vote and ask questions during the Annual Meeting.
This proxy statement is also furnished to the holders of Bel'sBel’s Class B Common Stock, par value $0.10 per share (the "Class“Class B Common Stock"Stock”), for informational purposes. Holders of Class B Common Stock are not entitled to vote at the Annual Meeting in accordance with Bel'sBel’s Certificate of Incorporation, as amended (the "Certificate“Certificate of Incorporation"Incorporation”). This proxy statement and, as to holders of the Class A Common Stock, the enclosed form of proxy, are first being sent to shareholders on or about April 12, 2018.8, 2021. As used in the remainder of this proxy statement, unless otherwise indicated, the term "shareholders"“shareholders” shall refer to the holders of Bel'sBel’s Class A Common Stock.
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 22, 2018:18, 2021: This proxy statement and our annual report are available at www.belfuse.com.
Voting; Revocation of Proxies
A form of proxy is enclosed for use at the Annual Meeting if a shareholder is unable to attend in person.person by participating virtually. Each proxy may be revoked at any time before it is exercised by giving written notice to the secretary of the meeting. A subsequently dated proxy will, if properly presented, revoke a prior proxy. Any shareholder may attend the meeting by participating virtually and vote in person whether or not he has previously given a proxy. All shares represented by valid proxies pursuant to this solicitation (and not revoked before they are exercised) will be voted as specified in the form of proxy. If a proxy is signed but no specification is given, the shares will be voted "FOR"“FOR” the Board'sBoard’s nominees to the Board of Directors, "FOR"“FOR” the ratification of the designation of Deloitte & ToucheGrant Thornton LLP to audit Bel'sBel’s books and accounts for 2018,2021, and "FOR"“FOR” the approval, on an advisory basis, of the executive compensation of the Company'sCompany’s named executive officers. With respect to the shareholder proposal described in this proxy statement, which requests the Board of Directors to take all necessary steps to provide the Company's Class A Common Stockholders with the right to convert their shares into the Company's Class B Common Stock at their option at any time, if a proxy is signed but no specification is given, the shares will not be voted (and the shareholder will be deemed to have abstained from voting on such shareholder proposal).
Proxy Solicitation
The entire cost of soliciting these proxies will be borne by Bel. In following up on the original solicitation of the proxies by mail, Bel may make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to the beneficial owners of stock held of record by such persons and may reimburse them for their expenses in so doing. If necessary, Bel may also use its officers and their assistants to solicit proxies from the shareholders, either personally or by telephone or special letter.
Board Recommendations
The Board of Directors recommends that you vote “FOR” the Board’s nominees, “FOR” the ratification of the designation of Grant Thornton LLP to audit Bel’s books and accounts for 2021, and “FOR” the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers. With respect to any other matters that properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion in the best interests of the Company. As of the date of this proxy statement, the Board of Directors had no knowledge of any business other than the proposals described in this proxy statement that would be presented for consideration at the Annual Meeting.
Vote Required; Shares Entitled To Vote; Principal Shareholders
The presence in person or by proxy of holders of a majority of the outstanding shares of the Company'sCompany’s Class A Common Stock will constitute a quorum for the transaction of business at the Company'sCompany’s Annual Meeting. Assuming that a quorum is present, the election of directors will require the affirmative vote of a plurality of the shares of Class A Common Stock represented and entitled to vote at the Annual Meeting and approval of Proposal 2 (ratification of the designation of Deloitte & ToucheGrant Thornton LLP to audit Bel'sBel’s books and accounts for 2018) and Proposal 4 (approval of the shareholder proposal described in this proxy statement)2021) will require the affirmative vote of a majority of the votes cast with respect to such proposal. With respect to Proposal 3, the affirmative vote of a majority of the votes cast will constitute the shareholders' non-binding approval of the advisory vote on our named executive officers' compensation. For purposes of determining the votes cast with respect to any matter presented for consideration at the Annual Meeting, only those cast "for"“for” or "against"“against” will be included. Abstentions and broker non-votes will be counted only for the purpose of determining whether a quorum is present at the Annual Meeting. Broker non-votes occur when brokers who hold their customers'customers’ shares in street name submit proxies for such shares on some matters, but not others. Generally, this would occur when brokers have not received any instructions from their customers. In these cases, the brokers, as the holders of record, are permitted to vote on "routine"“routine” matters, which typically include the ratification of the independent auditors, but not on non-routine matters. Holders of Class A Common Stock are not entitled to cumulative voting in the election of directors.
Holders of record of the Class A Common Stock at the close of business on March 27, 201823, 2021 (the record date fixed by the Board of Directors) will be entitled to receive notice of, and to vote at, the Annual Meeting. At the close of business on the record date, there were 2,174,9122,144,912 shares of Class A Common Stock outstanding. However, as a result of protective provisions in the Company'sCompany’s Certificate of Incorporation described below, the voting rights of one shareholder of the Company, GAMCO Investors, Inc. et al. ("GAMCO"(“GAMCO”), have been suspended and all of the shares of Class A Common Stock beneficially owned by such shareholder will not be included in determining the number of shares entitled to vote at the Annual Meeting. According to filings made by GAMCO with the Securities and Exchange Commission, such shareholder beneficially owned in the aggregate 503,600409,600 shares of Class A Common Stock on the record date. Accordingly, a total of 1,671,3121,735,312 shares of Class A Common Stock will be entitled to vote at the Annual Meeting, each of which will be entitled to one vote on all matters to come before the meeting.
The Company'sCompany’s Certificate of Incorporation provides that if a shareholder, other than shareholders subject to specific exceptions, acquired (after the date of the Company'sCompany’s 1998 recapitalization) 10% or more of the outstanding Class A Common Stock and does not own an equal or greater percentage of all then outstanding shares of both Class A and Class B Common Stock (all of which must have been acquired after the date of the 1998 recapitalization), such shareholder must, within 90 days of the trigger date, purchase shares of Class B Common Stock in an amount and at a price determined in accordance with a formula described in the Certificate of Incorporation, or forfeit its right to vote its shares of Class A Common Stock. As of the record date, to the Company'sCompany’s knowledge, GAMCO beneficially owned in excess of 10% of the outstanding shares of Class A Common Stock with no ownership of the Company'sCompany’s Class B Common Stock and with no basis for exception from the operation of these provisions. In order to vote its shares at the Annual Meeting, this shareholder was required to either purchase the required number of shares of Class B Common Stock or sell or otherwise transfer shares of Class A Common Stock until its Class A holdings were under 10%. As of the record date, to the Company'sCompany’s knowledge, GAMCO has not taken the required actions and, accordingly, the voting rights of GAMCO are currently suspended.
The Company'sCompany’s management is not aware of any individual or entity that owned of record or beneficially more than 5% of the Class A Common Stock as of the record date other than Daniel Bernstein, the Estate of Howard B. Bernstein, GAMCO, TETON Westwood Funds-TETON Westwood Mighty Mites Fund and Dimensional Fund Advisors LP, FMR LLC, and Royce & Associates, LLC (FMR LLC and Royce & Associates each own more than 5% after the holdings of GAMCO are subtracted from the number of shares of Class A Common Stock outstanding on the record date, but not before such shares are subtracted from the outstanding shares).LP. Daniel Bernstein is President, Chief Executive Officer and a Director of the Company. The business address for Daniel Bernstein is 206 Van Vorst Street, Jersey City, New Jersey 07302. Howard Bernstein, a former officer and director of the Company and Daniel Bernstein's uncle, died on March 14, 2017. The following table provides information regarding the beneficial ownership of Class A Common Stock by the Estate of Howard B. Bernstein, Dimensional Fund Advisors LP, Royce & Associates, LLC, TETON Westwood Funds – TETON Westwood Mighty Mites Fund, FMR LLC and GAMCO. For information regarding the number of shares beneficially owned by Daniel Bernstein, see "Election“Election of Directors - Beneficial Ownership of the Company's Stock"Company’s Stock”.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | Percent of Class Whose Voting Rights Were Not Suspended |
Estate of Howard B. Bernstein 206 Van Vorst Street Jersey City, NJ 07302 | 140,000(1) | 6.44% | 8.38% |
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 | 110,924(2) | 5.10% | 6.64% |
Royce & Associates, LLC | 90,055(3) | 4.14% | 5.39% |
1414 Avenue of the Americas | |||
New York, NY 10019 | |||
TETON Westwood Funds – TETON Westwood Mighty Mites Fund One Corporate Center Rye, NY 10580 | 175,300(4) | 8.06% | 10.49% |
FMR LLC 245 Summer Street Boston, MA 02210 GAMCO Investors, Inc. et al. One Corporate Center Rye, NY 10580-1435 | 100,951(5) 503,600(6) | 4.64% 23.15% | 6.04% 0.00% |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class | Percent of Class Whose Voting Rights Were Not Suspended |
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 | 101,077(2) | 4.71% | 6.01% |
TETON Westwood Funds – TETON Westwood Mighty Mites Fund One Corporate Center Rye, NY 10580
| 152,300(3) | 7.10% | 9.06% |
GAMCO Investors, Inc. et al. One Corporate Center Rye, NY 10580-1435 | 409,600(4) | 19.10% | 0.00% |
________________
1. | Pursuant to a filing made by Dimensional Fund Advisors LP with the Securities and Exchange Commission on February |
2. | Pursuant to a filing made by TETON Westwood Funds – TETON Westwood Mighty Mites Fund with the Securities and Exchange Commission on |
3. | Pursuant to a filing made by GAMCO with the Securities and Exchange Commission on |
2022 Annual Meeting; Nominations
Shareholders intending to present proposals at the 20192022 Annual Meeting of Shareholders must deliver their written proposals to the Company no later than December 13, 20189, 2021 in order for such proposals to be eligible for inclusion in the Company'sCompany’s proxy statement and proxy card relating to next year'syear’s meeting and no later than February 26, 201917, 2022 and no earlier than January 18, 2022 in order for such proposals to be considered at next year'syear’s meeting (but not included in the proxy statement for such meeting). The Company'sCompany’s Nominating Committee charter describes procedures for nominations to be submitted by shareholders and other third-parties. (See "Board“Board of Directors - Nominating Committee Matters."”)
PROPOSAL 1
ELECTION OF DIRECTORS
The Company'sCompany’s directors are elected on a staggered term basis, with each class of directors being as nearly equal as possible, and standing for re-election once in each three-year period. The Board currently consists of eight directors. At the Annual Meeting, the holders of the Class A Common Stock will elect three directors for three-year terms. Each of the Board'sBoard’s nominees has consented to be named in this proxy statement and to serve as a director if elected.
Unless a shareholder either indicates "withhold authority"“withhold authority” on his or her proxy or indicates on his or her proxy that his or her shares should not be voted for certain nominees, it is intended that the persons named in the proxy will vote for the election as directors of the nominees listed below to serve until the expiration of their terms and thereafter until their successors shall have been duly elected and shall have qualified. Discretionary authority is also solicited to vote for the election of a substitute or substitutes for said nominees if any of them, for any reason presently unknown, cannot be a candidate for election.
The following sets forth information as of April 1, 20182021 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, positions have been held for more than five years.
NOMINEES FOR DIRECTOR FOR A TERM TO EXPIRE AT THE 20212024 ANNUAL MEETING
Name | Age | Director Since | Business Experience |
John F. Tweedy | 72 | 1996 | Member and operating manager of Tweedy Financial Services, LLC (a financial consulting firm) (January 2007 to present); independent consultant (February 2000 to present); Director of Public Relations of GlobeSpan Semiconductor Inc. (supplier of semiconductor integrated circuit products) (January 1999 to February 2000); Director of Corporate Communications of Standard Microsystems Corp. (supplier of semiconductor integrated circuit products) (July 1995 to January 1999); Deputy Mayor (April 2011 to April 2015) and Trustee (April 2011 to March 2017) of the Village of Bellerose, New York. |
Mark B. Segall | �� 55 | 2011 | Senior Managing Director of Kidron Corporate Advisors LLC (a New York-based mergers and acquisitions corporate advisory firm), founded by Mr. Segall (2003 to present); Chief Executive Officer of Kidron Capital Advisors LLC (a registered broker-dealer) (2003 to present); Co-Chief Executive Officer of Investec, Inc. (2001 to 2003); head of investment banking and general counsel at Investec Inc. (1999 to 2001); Partner at the law firm of Kramer, Levin, Naftalis & Frankel LLP (1996 to 1999); Director of National CineMedia, Inc. (March 2018 to present); Director of Integrated Asset Management Plc (2000 to 2014 and March 2018 to present); Director of Ronson Europe N.V. (2008 to February 2017; Chairman of the Board from 2011 to February 2017); Director of Temco Service Industries, Inc. (February 2011 to January 2016). |
Name | Age | Director Since | Business Experience |
John F. Tweedy | 75 | 1996 | Member and operating manager of Tweedy Financial Services, LLC (a financial consulting firm) (January 2007 to present); independent consultant (February 2000 to present); Director of Public Relations of GlobeSpan Semiconductor Inc. (supplier of semiconductor integrated circuit products) (January 1999 to February 2000); Director of Corporate Communications of Standard Microsystems Corp. (supplier of semiconductor integrated circuit products) (July 1995 to January 1999); Deputy Mayor (April 2011 to April 2015) and Trustee (April 2011 to March 2017) of the Village of Bellerose, New York.
|
Mark B. Segall | 58 | 2011 | Managing Director of Kidron Corporate Advisors LLC (a New York-based mergers and acquisitions corporate advisory firm), founded by Mr. Segall (2003 to present); Chief Executive Officer of Kidron Capital Securities LLC (a registered broker-dealer) (2009 to present); Co-Chief Executive Officer of Investec, Inc. (2001 to 2003); head of investment banking and general counsel at Investec Inc. (1999 to 2001); Partner at the law firm of Kramer, Levin, Naftalis & Frankel LLP (1996 to 1999); Director of National CineMedia, Inc. (March 2018 to present) and Chairman of the Board of National CineMedia, Inc. (August 2019 to present); Director of CITIC Capital Acquisition Corp. (February 2021 to present); Director of iAM Capital Group Plc (and certain affiliated entities) (2000 to 2014 and 2017 to present); Director of Ronson Europe N.V. (2008 to February 2017; Chairman of the Board from 2011 to February 2017). |
Eric Nowling | 64 | 2014 | Sr. Vice President and Corporate Controller (December 2015 to present) 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). |
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 20202023 ANNUAL MEETING
Name | Age | Director Since | Business Experience |
Avi Eden | 70 | 2004 | Independent Consultant for Business Development Matters, including mergers and acquisitions for companies in the electronics industry (2004 to present); Retired Vice Chairman and Executive Vice President of Vishay Intertechnology, Inc. (a manufacturer of discrete semiconductors and passive electronic components) (1996 to 2003). |
Robert H. Simandl | 89 | 1967 | Retired Attorney; Member of the law firm of Simandl & Gerr (January 1992 to January 1995); member of the law firm of Robert H. Simandl, Counselor of Law (prior years); Secretary of the Company (prior years to May 2003). |
Norman Yeung | 63 | 2013 | Retired; CEO of YEL Electronics Hong Kong Ltd. (1992 to 2008); founder of AVX Asia Ltd. (an electronics component company); former board member and Corporate Vice President of AVX Corporation (a manufacturer of electronic components). |
Name | Age | Director Since | Business Experience |
Thomas E. Dooley | 64 | February 2020 | Retired; formerly held various executive positions at Viacom Inc. (entertainment), including Interim CEO, Chief Operating Officer, Senior Executive Vice President and Chief Administrative Officer. |
Rita V. Smith | 70 | February 2020 | 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 - Present); previously, 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) |
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 20192022 ANNUAL MEETING
Name | Age | Director Since | Business Experience |
Daniel Bernstein | 64 | 1986 | President (June 1992 to present) and Chief Executive Officer (May 2001 to present) of the Company; Vice President and Treasurer of the Company (prior years to June 1992). |
Peter Gilbert | 70 | 1987 | Retired; Former President and Chief Executive Officer of Gilbert Manufacturing Co., Inc. (a manufacturer of electrical components). |
Vincent Vellucci | 68 | 2016 | Retired; various positions at Arrow Electronics, Inc. (a 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). |
Name | Age | Director Since | Business Experience |
Daniel Bernstein | 67 | 1986 | President (June 1992 to present) and Chief Executive Officer (May 2001 to present) of the Company; Vice President and Treasurer of the Company (prior years to June 1992).
|
Peter Gilbert | 73 | 1987 | Retired; Former President and Chief Executive Officer of Gilbert Manufacturing Co., Inc. (a manufacturer of electrical components).
|
Vincent Vellucci | 71 | 2016 | Retired; formerly held various positions at Arrow Electronics, Inc. (a 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). |
Board Qualifications
The Company'sCompany’s Board intends to consider diversity as a factor in new board membership as vacancies on the Board occur. The Board will continue to take into account many other factors in the process of identifying such candidates, including the individual'sindividual’s understanding of the Company'sCompany’s business on a technical level, knowledge about and experience in the Company'sCompany’s industry, understanding of finance, marketing and other areas that are relevant to the success of the Company in the current business environment and the candidate'scandidate’s ability to make independent analytical inquiries of other Board members and of management. See also "Nominating“Nominating Committee Matters - Qualifications"Qualifications” and the charter of such committee for a description of the qualifications the Company'sCompany’s directors must possess. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best serve the Company and represent the shareholders'shareholders’ interests.
The Board considered the following attributes in determining that each nominee and continuing director is qualified to serve as a director of the Company:
Mr. Bernstein'sBernstein’s knowledge of Bel and its operations, gained over his 35 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 this individual is fully qualifiedshould serve as a director of the Company.
Mr. Eden has hadDooley’s experience as an independent consultant for various businesses, including advice provided in connectiona senior executive officer of a substantial public company, together with his knowledge of corporate finance, operations, the telecom market and mergers and acquisitions, to companies in the electronics industry. As former Executive Vice Presidentas well as his Bachelor’s Degree from St. John’s University and Vice Chairman of the Board of Vishay Intertechnology, Inc., he was an integral part of growing Vishay into over a billion dollar company. This business experience, in addition to his achievement of his law degreeM.B.A from Harvard Law School,New York University, led the Board to conclude that this individual should serve as a director of the Company.
Mr. Gilbert'sGilbert’s experience in the Company'sCompany’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 this individual should serve as a director of the Company.
Mr. Nowling's more than 3540 years of accounting and financial management experience, including his service in senior financial management positions at two publicly-traded technology companies for more than 30 years, and his educational accomplishments led the Board to believe that this individual should serve as a director of the Company. Mr. Nowling is currently Sr. Vice President and Corporate Controller and chief accountant for a $1.1 billionan $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 is a CPA in the State of New York.
Mr. Segall has an extensive background in mergers and acquisitions, including his experience as the Senior Managing Director and founder of Kidron Corporate Advisors LLC, a mergers and acquisitions corporate advisory boutique firm. Mr. Segall received an AB in History from Columbia College, Columbia University and a JD from New York University School of Law. His financial and investment banking experience, his educational background and the fact that he is an attorney all led the Board to conclude that he should serve as a director of Bel.
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 experience as a practicing attorney, and has served as a director of Bel since 1967. Mr. Simandl has a B.A. degree from Lafayette College1,500 people and an LLB degree from Rutgers Schooloperating budget of Law. His educational background and extensive years as a practicing attorney$150 million, led the Board to conclude that this individual should serve as a director of the Company.
Mr. Tweedy'sTweedy’s business experience includes various positions held in engineering, corporate communications and public relations of companies in the electronics industry. This business experience, in addition to his knowledge and understanding of complex financial matters gained as an owner and operating manager of a financial consulting firm and his achievement of an MBA degree in business administration from Adelphi University, and a BSEE degree in engineering from Manhattan College, led the Board to conclude that this individual should serve as a director of the Company.
Mr. Vellucci has over 45 years of experience at Arrow Electronics, most recently serving as President of Arrow'sArrow’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 this individual should serve as a director of the Company.
Executive Officers
The following sets forth information as of April 1, 20182021 concerning the Company'sCompany’s executive officers. Unless otherwise indicated, positions have been held for more than five years.
Name and Age | Officer Since | Positions and Offices with the Company/Business Experience | ||
Daniel Bernstein, | 1985 | President, Chief Executive Officer and Director | ||
Chief Financial Officer (effective February 15, 2021) | ||||
Craig Brosious, 64 | 2017 | Vice President of Finance, Treasurer, and Secretary | ||
Dennis Ackerman, | 2001 | President of Bel Power Solutions (June 2014 to present); Vice President of Operations | ||
Raymond Cheung, | 2007 | Vice President Asia Operations | ||
Peter Bittner III, | 2015 | President of Bel Connectivity Solutions (May 2015 to present) | ||
Sherry Urban, 54 | 2020 | Vice President of Human Resources (effective November 1, 2020) |
Mr. Bernstein has served the Company as President since June 1992 and as Chief Executive Officer since May 2001. He previously served as Vice President (1985-1992) and Treasurer (1986-1992) and has served as a Director since 1986. He has occupied other positions with the Company since 1978. He is currently a director of Bel Fuse Inc., Cinch Connectors, Inc., Bel Transformer Inc., Bel Power Inc. and Bel Stewart GmbH.
Mr. Tuweiq was appointed as the Company's Chief Financial Officer effective February 15, 2021. Prior to joining Bel, he worked at BMO Capital Markets, member of 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 in the Electronic Components sector, including manufacturers of connectors, passives and magnetics, 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 focused on budgeting, forecasting, and business planning. Prior to that, he worked at Ernst and Young, within the audit group, serving public and private manufacturing and financial companies. Mr. Tuweiq earned his B.A in Finance and MS in Accounting from Michigan State University and his MBA at Georgetown University, McDonough School of Business.
Mr. Brosious has been withserved in various finance and accounting roles at Bel and its subsidiaries or acquired properties since 1994, and began his career with KPMG as a staff auditor in 1978. He joined Dentsply International, a multi-national manufacturer of dental supplies and equipment, in 1982 as a Senior Internal Auditor, responsible for financial and internal control audits of the North American locations. In 1984, he joined Ferranti International, a global provider of defense and security systems and technology, as Cost Accounting Manager, and later, was promoted to Controller of the Defense Systems Division. He joined the ESCOD Industries division of Insilco Corporation as the Controller in 1994, and in 1998 was appointed the Controller of the Stewart Connector Systems division. In 2000, he was promoted to Director of Finance of the Insilco Technologies Group, the parent company of Stewart and ESCOD, a position he held until Bel's acquisition of the group in 2003. Since that time, Mr. Brosious has been responsible for Bel's financial accounting operations at Bel locations worldwide, and has been active in Bel's M&A activities and tax strategy development. In May 2017, Mr. Brosious was named Vice President of Finance, Treasurer and Secretary.
Mr. Ackerman joined the Company in 1986 and has held the positions of Customer Service Manager, Sales Manager, Purchasing Manager and Operations Manager. In 2001, he was named Vice President of Operations and in June 2014, he was named President of Bel Power Solutions, Inc. In addition, Mr. Ackerman is currently a director of BPS Asia Pacific Electronics (Shenzhen) Co., Ltd., Bel Transformer Inc., Bel Power Solutions Inc., Bel Power Solutions GmbH, Bel Power Inc., and Dongguan Transpower Electric Products Company Limited. Mr. Ackerman has an MBA degree from Fairleigh Dickinson University.
Mr. Cheung joined the Company in 1990 and has served as a Regional Sales Manager and as Director of Sales for Asia. In October 2007, he was appointed Vice President Asia Operations. Mr. Cheung is currently a director of Bel Fuse (Macao Commercial Offshore) Limited and TRP Connector B.V. Prior to joining the Company, Mr. Cheung worked as a Design and Project Engineer at Astec Power Computer Products, and as a Technical Sales Manager at Asian Sources Magazine.
Mr. Bittner began his career in 1991 at Stewart Connector Systems. He joined Insilco Technologies, Stewart Connector'sConnector’s parent company, in 1999, serving as Industry Marketing Manager. Following Insilco'sInsilco’s acquisition by Bel in 2003, Mr. Bittner was named General Manager of Stewart Connector. Mr. Bittner assumed responsibility for the acquired businesses of Cinch Connectors, Gigacom Interconnect, Array Connector and Fibreco from their respective dates of acquisition. In May 2015, Mr. Bittner was named President of Bel Connectivity Solutions. He holds a Bachelor of Science degree in Business Management.
Ms. Urban was appointed as the Company's Vice President of Human Resources effective October 30, 2020. She is a certified member of HRCI and is also active with SHRM, a Washington, D.C.-based think tank for HR professionals. Ms. Urban had been Director of Human Resources for Bel's Cinch Connectivity and Bel Power Solutions businesses since 2014, when she joined the Company through Bel’s acquisition of Emerson Network Power Connectivity Solutions from Emerson Electric, where she was Director of Human Resources since 2007. Prior to that she had been with Stratos Electric since 2000, also as Director of Human Resources, through its acquisition by Emerson Electric. Prior to that she was Manager of Human Resources for Methode Electronics going back to 1987. She earned a BA in Human Resources Management at DePaul University in Chicago.
Beneficial Ownership of the Company'sCompany’s Stock
The following table sets forth certain information regarding the ownership of Bel'sBel’s Class A Common Stock and Class B Common Stock as of March 27, 201823, 2021 by (a) each director and nominee;nominee, (b) the Company'sCompany’s Chief Executive Officer (c) the Company's current Vice President of Finance and Treasurer, (d) in accordance with SEC rules, the Company's former Vice President of Finance and Treasurer (who served as such for a portion of 2017), and (e) our only threefour other most highly compensated executive officers for 2017 whose compensation exceeded $100,0002020 (these sixfive persons are referred to herein as the "Named Officers"“Named Officers” or the “named executive officers”) and (c) all directors and current executive officers as a group. Unless otherwise stated in the footnotes following the table, the nominees, directors and Named Officers listed in the table have sole power to vote and dispose of the shares which they beneficially owned as of March 27, 2018.23, 2021. The percentage for the Class A Common Stock represents the percent of the Class whose voting rights were not suspended. See "Vote“Vote Required; Shares Entitled to Vote; Principal Shareholders"Shareholders”.
Aggregate Number of Shares Beneficially Owned (1) | |||||||
Class A Common Stock | Class B Common Stock | ||||||
No. of Shares | Percent of Class Whose Voting Rights Were Not Suspended |
No. of Shares | Percent of Outstanding Shares |
| |||
Daniel Bernstein(2) | 380,786 | 21.9 | 28,077 | * |
| ||
Farouq Tuweiq(3) | 11 | * | -- | * |
| ||
Peter Gilbert(4) | 500 | * | 25,000 | * |
| ||
Eric Nowling(5) | -- | -- | 8,000 | * |
| ||
Mark Segall(6) | -- | -- | 12,000 | * |
| ||
John F. Tweedy(7) | 250 | * | 20,650 | * |
| ||
Vincent Vellucci(8) | -- | -- | 8,000 | * |
| ||
Thomas E. Dooley(9) | -- | -- | 4,000 | * |
| ||
Rita V. Smith(10) | -- | -- | 4,000 | * |
| ||
Craig Brosious(11) | 2,708 | * | 6,210 | * |
| ||
Dennis Ackerman(12) | 3,562 | * | 16,514 | * |
| ||
Raymond Cheung(13) | 158 | * | 28,825 | * |
| ||
Peter Bittner III(14) | 2,593 | * | 23,275 | * |
| ||
Sherry Urban(15) | 1,406 | * | 2,500 | * | |||
All current directors, nominees and executive officers as a group (14 persons)(16) |
|
|
|
1.8 |
|
Aggregate Number of Shares Beneficially Owned (1) | ||||||||||||||||
Class A Common Stock | Class B Common Stock | |||||||||||||||
No. of Shares | Percent of Class Whose Voting Rights Were Not Suspended | No. of Shares | Percent of Outstanding Shares | |||||||||||||
Daniel Bernstein(2) | 353,631 | 21.1 | 140,038 | 1.4 | ||||||||||||
Avi Eden(3) | -- | * | 11,000 | * | ||||||||||||
Peter Gilbert(4) | 500 | * | 16,000 | * | ||||||||||||
Eric Nowling(5)……………………………….. | -- | * | 4,000 | * | ||||||||||||
Mark Segall(6) …………………………….…… | -- | * | 8,000 | * | ||||||||||||
Robert H. Simandl(7) | 1,585 | * | 16,755 | * | ||||||||||||
John F. Tweedy(8) | 250 | * | 16,650 | * | ||||||||||||
Vincent Vellucci(9) ……………………………. | -- | * | 4,000 | * | ||||||||||||
Norman Yeung(10)………………………………. | -- | * | 4,000 | * | ||||||||||||
Craig Brosious(11) | 323 | * | 7,672 | * | ||||||||||||
Dennis Ackerman(12) | 1,228 | * | 18,595 | * | ||||||||||||
Raymond Cheung(13)……………………….…... | 158 | * | 28,825 | * | ||||||||||||
Peter Bittner III(14)…………………………….. | 312 | * | 13,161 | * | ||||||||||||
Colin Dunn(15)………………………………. | 2,880 | * | 21,259 | * | ||||||||||||
All current directors, nominees and executive officers as a group (13 persons)(16) | 357,987 | 21.4 | 288,696 | 2.9 |
1. | As of March |
2. | The shares of Class A Common Stock beneficially owned by Mr. Bernstein include |
3. | The shares of Class A Common Stock beneficially owned by |
4. | The shares of Class B Common Stock beneficially owned by Mr. Gilbert include 1,250 shares held of record by Mr. |
5. | The shares of Class B Common Stock beneficially owned by Mr. Nowling include |
6. | The shares of Class B Common Stock beneficially owned by Mr. Segall include |
7. | The shares of Class B Common Stock beneficially owned by Mr. Tweedy include |
8. | The shares of Class B Common Stock beneficially owned by Mr. Vellucci |
9. | The shares of Class B Common Stock beneficially owned by Mr. |
10. | The shares of Class B Common Stock beneficially owned by Dr. Smith consist of 4,000 shares of restricted stock. |
11. | The shares of Class A Common Stock beneficially owned by Mr. Brosious include |
12. | The |
13. | The 158 shares of Class A Common Stock beneficially owned by Mr. Cheung are allocated to him in the Far East Retirement Plan (as described under |
14. | The shares of Class A Common Stock beneficially owned by Mr. Bittner include |
15. | The shares of Class A Common Stock beneficially owned by |
16. | Includes |
* Shares constitute less than one percent |
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table sets forth, for the years ended December 31, 2020 and 2019, a summary of the compensation earned by our Chief Executive Officer and our four other most highly compensated executive officers serving at December 31, 2020. In this proxy statement, we refer to these five individuals as the “Named Officers” or the “named executive officers”.
SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary ($) | Bonus ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Daniel Bernstein, President and Chief Executive Officer | 2020 2019 | 400,000 400,000 | 23,077 130,769 | 209,024 276,206 | 22,695 23,360 | 654,796 830,335 |
Craig Brosious, Vice President, Treasurer and Secretary | 2020 2019 | 275,000 275,000 | 15,865 89,904 | 294,245 422,159 | 19,005 19,250 | 604,115 806,313 |
Dennis Ackerman, President of Bel Power Solutions | 2020 2019 | 300,000 300,000 | 17,308 98,077 | 195,607 478,264 | 20,189 20,489 | 533,104 896,830 |
Raymond Cheung, | 2020 2019 | 275,000 275,000 | 15,865 89,904 | 232,622 349,501 | 29,750 30,481 | 553,237 744,886 |
Peter Bittner III, President of Bel Connectivity Solutions | 2020 2019 | 275,000 275,000 | 15,865 89,904 | 204,765 551,014 | 20,651 19,764 | 516,281 935,682 |
We accrued the bonuses set forth in the table above for 2020 and 2019 in our consolidated statements of operations for the years ended December 31, 2020 and 2019, respectively, but such bonuses were not paid until the following year.
In the table above, when we refer to changes in pension values, we are referring to the aggregate change in the present value of the Named Officer’s accumulated benefit under our Supplemental Executive Retirement Plan from the measurement date used for preparing our 2019 year-end financial statements to the measurement date used for preparing our 2020 year-end financial statements.
In the table above, “all other compensation” for 2020 consists of the following:
● | for Mr. Bernstein: (i) an employer matching contribution made to his 401(k) account of $9,975, (ii) $2,520 in dividends that we paid with respect to the restricted shares referenced in the beneficial ownership table above, and (iii) $10,200 related to automobile expenses. |
● | for Mr. Brosious: (i) an employer matching contribution made to his 401(k) account of $9,975, (ii) $630 in dividends that we paid with respect to the restricted shares referenced in the beneficial ownership table above, and (iii) $8,400 related to automobile expenses. |
● | for Mr. Ackerman: (i) an employer matching contribution made to his 401(k) account of $9,689, (ii) $2,100 in dividends that we paid with respect to the restricted shares referenced in the beneficial ownership table above, and (iii) $8,400 related to automobile expenses. |
● | for Mr. Cheung: (i) a contribution to his Far East Retirement Plan account of $19,250, an amount in excess of Mr. Cheung’s 2020 pre-tax elective deferral contributions (included under “Salary”), (ii) $2,100 in dividends that we paid with respect to the restricted shares referenced in the beneficial ownership table above and (iii) $8,400 related to automobile expenses. |
● | for Mr. Bittner: (i) an employer matching contribution made to his 401(k) account of $9,801, (ii) $2,450 in dividends that we paid with respect to the restricted shares referenced in the beneficial ownership table above, and (iii) $8,400 related to automobile expenses. |
Restricted Stock Awards
We are authorized to grant restricted stock awards under our 2020 Equity Compensation Plan, and prior to June 10, 2020, under the Company's directors, executive officers2011 Equity Compensation Program. Participants have the right to vote (if applicable) and greater than ten percent beneficial owners to file withreceive dividends on their restricted shares. Restrictions lapse in 25% increments commencing two years (or in the Securities and Exchange Commission certain reports regarding such persons' ownershipcase of the Company's securities. Directors, officers and greater than ten percent beneficial owners are required by applicable regulationsNovember 2016 grants, three years) after the grant date. The table below provides information with respect to furnish Bel with copies of all Section 16(a) forms they file. Based solely upon a review of the copies of the forms or information furnishedrestricted stock awards granted to Bel, the Company believes that all 2017 filing requirements applicable to its directors, officers and greater than ten percent beneficial owners were satisfied on a timely basis.
Stock Awards Granted During 2020
Name | Grant Date | Number of Shares or Units of Stock | Grant Date Fair Value of Stock Awards |
Peter Bittner III | 5/15/20 | 10,000 | 82,400 |
Compensation Elements
Salary
We pay salaries to our Named Officers in order to provide a base compensation to them for their day-to-day responsibilities in managing our business. We do not rely upon consultants to set our salaries, to establish salary ranges or to provide advice regarding other compensation matters, nor do we engage in any benchmarking activities. The Company views base salary simply as a fixed component of overall compensation, with a large variable portion being derived from annual bonuses as described below.
In terms of overall compensation, our Chief Executive Officer receives salary recommendations from our U.S. management team and our Far East management team. Our Chief Executive Officer then formulates his own recommendations which he presents to our Compensation Committee. Our Chief Executive Officer does not participate in the deliberations regarding his own salary, but does participate in discussions regarding salary levels for our other Named Officers. Salary levels are typically reviewed in December, and adjusted from time to time after taking into account overall Company performance as well as team performance. The base salaries in place for the Named Officers during 2015 and 2016 were as follows:
Daniel Bernstein | $ | 400,000 | ||
Craig Brosious(a) | $ | 200,000 | ||
Colin Dunn(b) | $ | 310,000 | ||
Dennis Ackerman | $ | 300,000 | ||
Raymond Cheung | $ | 250,000 | ||
Peter Bittner III(c) | $ | 200,000 |
Daniel Bernstein | $ | 400,000 | ||
Craig Brosious | $ | 245,000 | ||
Colin Dunn | $ | 310,000 | ||
Dennis Ackerman | $ | 300,000 | ||
Raymond Cheung | $ | 250,000 | ||
Peter Bittner III | $ | 245,000 |
Bonus
Bel has a Company-performance based bonus plan that a broad base of associates participate in. Financial results are monitored on a quarterly basis by the Chief Executive Officer, the Vice President of Finance, the President of Bel Power Solutions and the President of BelCinch Connectivity Solutions. Management utilizes net income as the financial measure in evaluating the Company'sCompany’s performance as compared to prior quarters. Based on the quarterly review, a bonus accrual may be established by the Compensation Committee based on recommendations from the Chief Executive Officer, the Vice President of Finance, the President of Bel Power Solutions and the President of Bel Connectivity Solutions. At the end of each year in which a bonus accrual has been established, the Compensation Committee receives recommendations from the Chief Executive Officer with respect to the payment of specific bonuses to specific individuals, based upon the overall size of that year'syear’s bonus pool as well as individuals'each individual's respective participation in achieving team objectives throughout the year. The decision to grant bonuses is ultimately made by the Company'sCompany’s Compensation Committee. The target bonus payment for Bel'sBel’s key executives (including the Named Officers, in addition to other key executives)Officers) is 4-6 months of their annual salary; however, this varies dependent upon the bonus pool established during the year and may vary by individual based on extenuating circumstances.
During each of the past threetwo years, an overall bonus pool was allocated among executives, management, and technical and administrative employees of the Company based on number of weeks'weeks’ pay, in accordance with their respective contributions to our corporate performance. In 2017,2020, of a total bonus pool of $2.4$2.5 million, $387,693 was allocated to our active Named Officers as of December 31, 2017 and reflected fourteen weeks pay for each Named Officer. In 2016, of a total bonus pool of $4.6 million, $1,179,232$87,980 was allocated to our Named Officers and reflected forty-two weeks'three weeks’ pay for each Named Officer. In 2015,2019, of a total bonus pool of $2.6$2.5 million, $673,847$518,322 was allocated to our Named Officers and reflected twenty-four weekseighteen weeks’ pay for each Named Officer.
Long-Term Stock Incentive Compensation
Our 20112020 Equity Compensation Program,Plan, as approved by our shareholders at the 20112020 Annual Meeting (and previously, our 2011 Equity Compensation Program), permits us to issue four types of non-cash awards based on our Class B Common Stock: restricted stock grants, incentive stock options, non-qualified stock options and stock appreciation rights. For the past several years, we relied upon restricted stock awards as our primary form of long-term stock incentive compensation.
The shares awarded are typically earned in 25% increments on the second, third, fourth and fifth anniversaries of the grant date, provided the employee has remained employed by the Company through such anniversary dates; otherwise the unearned shares are forfeited. As noted in the table above, 10,000 shares of restricted stock were granted to Mr. Bittner in 2020. We did not grant any restricted stock awards to any of our other Named Officers during 2015 or 2017.2020 and no awards were granted to any of our Named Officers in 2019. While our 2011 Equity Compensation Program doesand our 2020 Equity Compensation Plan do not preclude the grant of restricted shares on an annual basis, the Compensation Committee concluded that given the structure and amount of the restricted stock awards previously made, there was no need to grant additional restricted stock awards to the Named Officers including Colin Dunn, during 20152019 or 2017.
Generally, our experience has been to consider restricted stock awards at the quarterly director meetings, as opposed to granting options and stock awards throughout the year. By making our grant determinations at specific times each year, we avoid even an appearance of coordinating grants with release dates of material information not previously disclosed to the public.
Our 2011 Equity Compensation ProgramPlan is designed to help attract and retain individuals with superior individualsexperience 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. Restricted stock grants are awards of actual shares of our common stock, without any initial cost to the associate, but subject to a vesting restriction. The shares cannot be sold or transferred until the restriction ends and the shares become "vested."“vested.” Shares not vested are forfeited back to us if it becomes impossible to meet the condition for ending the restriction. Restricted stock grants offer the opportunity to obtain shares of our common stock without payment to us, provided the condition to ending the restriction is met. We award restricted stock grants because we believe that they aid in retaining our key executives, who are positioned to benefit from an increase in share value.
Retirement Benefits
We have designed our Supplemental Executive Retirement Plan, or "SERP"“SERP”, to provide a limited number of our key management and other key associates with supplemental retirement and death benefits. Each of our Named Officers 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'sparticipant’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'sparticipant’s annual base salary at the date of death for one year, and (ii) 50% of the participant'sparticipant’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“change in control"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"“specified employees” for purposes of Section 409A of the Code (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'sparticipant’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“change in control"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.
As of December 31, 2017,2020, Mr. Bernstein was eligible for normal retirement under the SERP. Had Mr. Bernstein retired on December 31, 2020, he would have been eligible for a monthly benefit under the SERP in the amount of $13,333 payable for life. As of December 31, 2020, Mr. Ackerman, Mr. Brosious and Mr. Cheung were eligible for early retirement under the SERP. Had each retired on December 31, 2017, Mr. Bernstein would have been eligible for a monthly benefit under the SERP in the amount of $11,396 payable for life;2020, Mr. Ackerman would have been eligible for a monthly benefit under the SERP in the amount of $5,114$5,737 payable for life; Mr. Brosious would have been eligible for a monthly benefit under the SERP in the amount of $7,646 payable for life; and Mr. Cheung would have been eligible for a monthly benefit under the SERP in the amount of $5,842$8,042 payable for life. Had each of our Named Officers terminated employment on December 31, 20172020 in connection with a change in control, they would have been entitled under the SERP to a monthly benefit for life as follows: Mr. Bernstein, $12,986;$13,333; Mr. Brosious, $7,296;$8,768; Mr. Ackerman, $7,628;$8,293; Mr. Cheung, $7,409;$8,839; and Mr. Bittner, $5,124.$5,789. The present value of those change in control benefits for the Named Officers, using the actuarial assumptions used for our financial reporting purposes, would be as follows: Mr. Bernstein, $2,328,710;$2,475,785; Mr. Brosious, $1,397,987;$1,775,933; Mr. Ackerman, $1,639,741;$1,954,968; Mr. Cheung, $1,419,639;$1,790,352; and Mr. Bittner, $1,269,435. As previously indicated, Mr. Dunn retired prior to December 31, 2017, and he is entitled to a monthly benefit of $8,633 under the SERP, payable for life.$1,460,247.
Other Non-Performance Benefit Plans
Our Named Officers are eligible to participate, as are all our associates who meet service requirements under the several plans, in the following types of non-performance benefit plans:
● | Pursuant to our domestic 401(k) plan, we make matching contributions of pre-tax elective deferral contributions made by associates. During |
● | The Far East Retirement Plan is a defined contribution mandatory provident fund arrangement established pursuant to Hong Kong law. Subject to certain minimum and maximum levels under Hong Kong law, five percent of a |
● | We maintain medical and dental health insurance plans for our associates on a non-discriminatory basis. Except for union associates covered by union programs, associates in the U.S. contribute approximately 20% of the premiums related to our medical and dental insurance plans. We also provide life insurance for all U.S. associates. |
We believe that the insurance plans we offer are important components of our comprehensive benefit package, which should induce associates to remain with us. We believe that our domestic 401(k) plan and our Far East Retirement Plan induce our associates to save for future retirement needs, and we encourage this by matching individual plan contributions, as described above, by participating associates.
Severance
The Company has a written severance pay plan that applies to all of our full-time, non-union U.S. associates. Under the plan, which was amended and restated during 2016, a covered associate is generally eligible for severance benefits if his or her employment is involuntarily terminated without cause. Prior to its amendment and restatement, the plan provided severance only in connection with a termination of employment incident to certain changes in control of the Company. Severance pay is payable in a lump sum and is based on an eligible associate'sassociate’s years of service, including in certain cases years of service with an entity acquired by the Company. Severance is subject to the individual'sindividual’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'weeks’ and a maximum of 52 weeks'weeks’ severance. An eligible employee is also eligible for Company-paid health coverage for one month.
Daniel Bernstein | $ | 400,000 | ||
Craig Brosious | $ | 216,731 | ||
Dennis Ackerman | $ | 300,000 | ||
Raymond Cheung | $ | 250,000 | ||
Peter Bittner III | $ | 245,000 |
Compliance with Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code denies a deduction to any publicly held corporation for compensation paid to certain "covered employees"“covered employees” in a taxable year to the extent that compensation exceeds $1,000,000 for a covered employee.
Effective for taxable years beginning prior to January 1, 2018, an exception to this deduction limit applied to "performance-based compensation"“performance-based compensation”, such as stock options and other equity awards, that satisfies certain criteria. Under the federal tax reform legislation signed into law on December 22, 2017, the performance-based pay exception to Section 162(m) was eliminated, but a transition rule may allow the exception to continue to apply to certain performance-based compensation payable under written binding contracts that were in effect on November 2, 2017.
The Compensation Committee intends to consider the potential impact of Section 162(m) on compensation decisions, but reserves the right to approve compensation for an executive officer that exceeds the deduction limit of Section 162(m) in order to provide competitive compensation packages.
Outstanding Equity Awards at December 31, 2017 with total compensation in excess of $100,000. In this proxy statement, we refer to these six individuals as the "Named Officers". Mr. Brosious became a Named Officer during 2017 and, in accordance with Securities and Exchange Commission rules, his compensation for years prior to 2017 is not shown in the following table.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(2)(3) ($) | All Other Compensation ($) | Total ($) |
Daniel Bernstein, President and Chief Executive Officer | 2017 2016 2015 | 400,000 400,000 400,000 | 107,692 323,077 184,615 | - 349,200 - | 308,428 265,153 78,822 | 21,490 20,545 21,385 | 837,610 1,357,975 684,822 |
Craig Brosious(1), Vice President, Treasurer and Secretary | 2017 | 236,667 | 65,962 | - | 106,803 | 16,240 | 425,672 |
Colin Dunn(1), Vice President, Treasurer and Secretary | 2017 2016 2015 | 148,273 310,000 310,000 | - 250,385 143,077 | - - - | - 101,890 - | 10,375 19,775 12,075 | 158,648 682,050 465,152 |
Dennis Ackerman, President of Bel Power Solutions | 2017 2016 2015 | 300,000 300,000 300,000 | 80,769 242,308 138,462 | - 291,000 - | 176,261 138,424 20,310 | 22,050 19,775 12,075 | 579,080 991,507 470,847 |
Raymond Cheung, Vice President Asia Operations | 2017 2016 2015 | 250,000 250,000 250,000 | 67,308 201,923 115,385 | - 291,000 - | 172,834 129,806 33,842 | 27,480 22,956 22,335 | 517,622 895,685 421,562 |
Peter Bittner III, President of Bel Connectivity Solutions | 2017 2016 2015 | 245,000 200,000 200,000 | 65,962 161,539 92,308 | - 171,100 - | 92,503 40,803 20,735 | 20,560 18,255 9,000 | 424,025 591,697 322,043 |
The following table sets forth, for each of the Named Officers, information regarding stock awards outstanding at December 31, 2017.2020. Each of the stock awards referred to in the table below werewas granted pursuant to our 2011 Equity Compensation Program. The vesting dates applicable to each stock award are set forth in footnotes that follow the columnar explanations below the table. None of our Named Officers had any stock options outstanding as of December 31, 2017.
Name (a) | Number of Shares or Units of Stock That Have Not Vested (#) (b) | Market Value of Shares or Units of Stock That Have Not Vested ($) (c) |
Daniel Bernstein | 15,000 | 377,700 |
Craig Brosious | 6,000 | 151,080 |
Colin Dunn | -- | -- |
Dennis Ackerman | 12,500 | 314,750 |
Raymond Cheung | 11,500 | 289,570 |
Peter Bittner III | 10,000 | 251,800 |
Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested |
Daniel Bernstein | 6,000 | 90,180 |
Craig Brosious | 1,500 | 22,545 |
Dennis Ackerman | 5,000 | 75,150 |
Raymond Cheung | 5,000 | 75,150 |
Peter Bittner III | 12,500 | 187,875 |
In the table above, we are disclosing:
● | in column (b), the number of shares of our Class B Common Stock covered by stock awards granted under our 2011 Equity Compensation |
● | in column (c), the aggregate market value or payout value as of December 31, |
In the table above, the vesting dates for the Named Officers'Officers’ stock awards are as follows:
● | As of December 31, |
● | As of December 31, |
● | As of December 31, 2020, Mr. Ackerman had 5,000 restricted shares of Class B Common Stock, vesting as follows: |
● | As of December 31, 2020, Mr. Cheung had 5,000 restricted shares of Class B Common Stock, vesting as follows: 2,500 shares vest as of |
● | As of December 31, |
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 20172020 of $25.18$15.03 by the applicable number of shares of Class B Common Stock underlying the Named Officers'Officers’ unvested stock awards.
Name (a) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) |
Daniel Bernstein | 3,000 | 80,700 |
Craig Brosious | 1,500 | 35,850 |
Colin Dunn | 2,500 | 67,250 |
Dennis Ackerman | 2,500 | 67,250 |
Raymond Cheung | 1,500 | 40,350 |
Peter Bittner III | 1,500 | 35,850 |
Equity Compensation Plan Information
The following table provides information as of December 31, 20172020 with respect to shares of Class A and Class B Common Stock that may be issued under our 20112020 Equity Compensation ProgramPlan which has been approved by the Company’s shareholders. There are no further shares available for issuance under the Company's shareholders.
Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | (c) Number of Securities Remaining Available For Future Issuance Under Equity Compensation |
Equity Compensation Plans Approved by Security Holders: 2020 Equity Compensation | Class A: 0 Class B: 0 | Class A: $ 0 Class B: $ 0 | Class A: 0 Class B: |
Equity Compensation Plans Not Approved by Security Holders | - | - | - |
TOTAL | Class A: 0 Class B: 0 | Class A: $ 0 Class B: $ 0 | Class A: 0 Class B: |
Name (a) | Plan Name (b) | Number of Years of Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) |
Daniel Bernstein | Supplemental Executive Retirement Plan | 39 | 1,984,069 | 0 |
Craig Brosious | Supplemental Executive Retirement Plan | 19 | 745,927 | 0 |
Colin Dunn(1) | Supplemental Executive Retirement Plan | 26 | N/A | 60,433 |
Dennis Ackerman | Supplemental Executive Retirement Plan | 31 | 844,822 | 0 |
Raymond Cheung | Supplemental Executive Retirement Plan | 24 | 1,011,450 | 0 |
Peter Bittner III | Supplemental Executive Retirement Plan | 21 | 326,409 | 0 |
BOARD OF DIRECTORS
Director Compensation
The following table sets forth certain information regarding the compensation we paid to our directors, other than Daniel Bernstein, during 2017.
Name | Fees Earned or | Stock | All Other | Total |
Avi Eden(1) | 15,000 | - | 34,760 | 49,760 |
Peter Gilbert | 49,000 | - | 1,260 | 50,260 |
Robert H. Simandl(1) | 7,500 | - | 700 | 8,200 |
John F. Tweedy | 47,000 | - | 1,260 | 48,260 |
Mark B. Segall | 34,000 | 32,960 | 980 | 67,940 |
Norman Yeung(1) | - | - | 1,050 | 1,050 |
Eric Nowling | 40,000 | - | 1,050 | 41,050 |
Vincent Vellucci | 32,000 | 32,960 | 64,370 | 129,330 |
Thomas E. Dooley | 30,000 | 32,960 | 560 | 63,520 |
Rita V. Smith | 30,000 | 32,960 | 11,560 | 74,520 |
(1) | Mr. Simandl and Mr. Yeung retired from our Board on February 19, 2020, at which time Thomas E. Dooley and Dr. Rita Smith joined our Board. Mr. Eden’s term as a director expired at the 2020 Annual Meeting. |
Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | All Other Compensation ($) (g) | Total ($) (j) |
Avi Eden | 31,500 | - | 980 | 32,480 |
Peter Gilbert | 45,000 | - | 980 | 45,980 |
Robert H. Simandl | 38,750 | - | 980 | 39,730 |
John F. Tweedy | 46,500 | - | 980 | 47,480 |
Mark B. Segall | 38,500 | - | 7,510 | 46,010 |
Norman Yeung | 30,000 | - | 770 | 30,770 |
Eric Nowling | 39,000 | - | 770 | 39,770 |
Vincent Vellucci | 31,500 | - | 4,120 | 35,620 |
● | When we refer to |
● | When we refer to amounts under |
● | At December 31, |
● | “All other compensation” consists of the following: |
- For each of Mr. |
- For each of Mr. Eden, Mr. Gilbert - For each of Mr. Nowling and Mr. Yeung: dividends on his shares of restricted stock in the amount of - For Mr. Segall: - For Mr. Vellucci: - For Mr. Simandl: dividends on his shares of restricted stock in the amount of $700. - For Mr. Dooley and Dr. Smith: dividends on their shares of restricted stock in the amount of $560. |
In 2017,2020, directors who were executive officers of the Company did not receive directors'directors’ fees. In 2017,2020, directors of the Company'sCompany’s foreign subsidiaries did not receive a retainer or meeting fees.
The Board of Directors; Committees of the Board
Since the adoption of the Sarbanes-Oxley Act in July 2002, there has been a growing public and regulatory focus on the independence of directors. NASDAQ has adopted amendments to its definition of independence. Additional requirements relating to independence are imposed by the Sarbanes-Oxley Act with respect to members of the Audit Committee. As noted below, the Board has determined that the members of the Audit Committee satisfy all such definitions of independence. The Board has also determined that the following members of the Board satisfy the NASDAQ definition of independence: Peter Gilbert, John F. Tweedy, Mark B. Segall, Robert Simandl, Avi Eden, Norman Yeung,Thomas E. Dooley, Dr. Rita Smith, Eric Nowling and Vincent Vellucci.
The Company'sCompany’s Board of Directors meets quarterly throughout the year. During 2017,2020, the Board held four meetings.
Bel’s Board has an Executive Committee, a Compensation Committee, an Audit Committee, a Nominating Committee and a Succession Committee. The Executive Committee is composedcomprised of Daniel Bernstein, Robert H. Simandl and John F. Tweedy;Tweedy and Vincent Vellucci; the Audit Committee is composedcomprised of Peter Gilbert, Eric Nowling and John F. Tweedy; the Nominating Committee is composedcomprised of Robert H. Simandl, John F. Tweedy, Vincent Vellucci and Vincent Vellucci;Mark Segall; the Succession Committee is composedcomprised of Peter Gilbert and John F. Tweedy; and the Compensation Committee is composedcomprised of Peter Gilbert and Mark Segall.
The function of the Executive Committee is to act in the place of the Board when the Board cannot be convened.
The Compensation Committee is charged with the responsibility of administering the Company'sCompany’s employee benefit plans, reviews the compensation of Bel'sBel’s executive officers and establishes general compensation policies.
The Audit Committee reviews significant audit and accounting principles, policies and practices, and meets with the Company'sCompany’s independent auditors. The Board of Directors has determined that Eric Nowling constitutesqualifies as an "audit“audit committee financial expert"expert”, as such term is defined by the Securities and Exchange Commission ("SEC"(“SEC”). As noted above, Mr. Nowling -- as well as the other members of the Audit Committee -- have been determined to be "independent"“independent” within the meaning of SEC and NASDAQ regulations.
The Nominating Committee is responsible for nominating candidates for election to the Company'sCompany’s Board of Directors.
The Board has a Succession Committee, comprised of Peter Gilbert and John F. Tweedy, whose purpose is to develop a succession plan for Bel's senior executives. The committee implemented a plan to identify and prepare individuals for positions and responsibilities they would need to assume either in the case of an emergency or under an orderly transition. The Succession Committee has identified and presented to the Board current members of Bel's management team that have the qualifications to fill the position of Chief Executive Officer. These candidates have been working with the current Chief Executive Officer, as well as other members of the Board, to become knowledgeable about all aspects of the position. The committee has also made recommendations with regard to the configuration of the Board in the event the current Chief Executive Officer is no longer able to hold his position on the Board.
During 2017,2020, the Executive Committee held no meetings, the Audit Committee held five eightmeetings, the Compensation Committee held twothree meetings, the Nominating Committee held onethree meeting and the Succession Committee held sevenfour meetings. Each Director attended at least 75% of the aggregate of the Board and committee meetings on which he served in 2017.
Board Leadership Structure and Role in Risk Oversight
Our President, Daniel Bernstein, also serves as Chief Executive Officer of the Company. Additionally, Peter Gilbert serves as the independent Lead Director. Among other things, the Lead Director convenes and chairs regular and special executive sessions of the independent directors and serves as liaison between the independent directors and our President/Chief Executive Officer. We believe that our leadership structure allows the Board to have better control of the direction of management, while still retaining independent oversight.
The Board'sBoard’s role in our risk oversight process includes receiving regular reports from members of management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic risks. The full Board or the appropriate committee receives these reports from management to enable it to understand our risk identification, risk management and risk mitigation strategies. When a committee receives the report, the chairman of the relevant committee reports on the discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.
Nominating Committee Matters
Nominating Committee Charter
. The Board has adopted a Nominating Committee charter to govern its Nominating Committee. A copy of the charter is set forth on theIndependence of Nominating Committee Members
. All members of the Nominating Committee of the Board of Directors have been determined to beProcedures for Considering Nominations Made by Shareholders
. The NominatingQualifications. The charter describes the minimum qualifications for nominees and the qualities or skills that are necessary for directors to possess. Each nominee:
● | must satisfy any legal requirements applicable to members of the Board; |
● | must have business or professional experience that will enable such nominee to provide useful input to the Board in its deliberations; |
● | must have a reputation for honesty and ethical conduct; |
● | must have a working knowledge of the types of responsibilities expected of members of the board of directors of a public company; and |
● | must have experience, either as a member of the board of directors of another public or private company or in another capacity, that demonstrates the |
Identification and Evaluation of Candidates for the Board
. Candidates to serve on the Board will be identified from all available sources, including recommendations made by shareholders. The Nominating● | a review of the information provided to the Nominating Committee by the proponent; |
● | a review of reference letters from at least two sources determined to be reputable by the Nominating Committee; and |
● | a personal interview of the candidate, together with a review of such other information as the Nominating Committee shall determine to be relevant. |
Third-Party Recommendations
. In connection with theAudit Committee Matters
Audit Committee Charter
. The Audit Committee performed its duties duringIndependence of Audit Committee Members
. The Class A and Class B Common Stock are listed on the NASDAQ Global Select Market and the Company is governed by the listing standards applicable thereto. All members of the Audit Committee of the Board of Directors have been determined to beAudit Committee Report. In connection with the preparation and filing of the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2017:
1. | the Audit Committee reviewed and discussed the audited financial statements with the |
2. | the Audit Committee discussed with the |
3. | the Audit Committee received the written disclosures and the letter from the |
4. | based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the |
By: The Audit Committee of the Board of Directors
Peter Gilbert
Eric Nowling
John F. Tweedy
Transactions with Related Parties
The Audit Committee of the Board of Directors monitors the Company'sCompany’s related party transactions and must approve in advance any new related party transactions. On a quarterly basis, the Audit Committee makes inquiry of management'smanagement’s Disclosure Committee to determine whether any of the members of that committee are aware of any new related party transactions. Management'sManagement’s Disclosure Committee did not report any new related party transactions to the Audit Committee during 2017.
Compensation Committee Matters
Charter
. Our Board of Directors has defined the duties of its Compensation Committee in a charter. A copy of the CompensationIndependence of Compensation Committee Members. All members of the Compensation Committee of the Board of Directors have been determined to be “independent directors” pursuant to the definition contained in Rule 5605(a)(2) of the NASDAQ Marketplace Rules
Authority, Processes and Procedures.
Our Compensation Committee is responsible for administering our employee benefit plans, for establishing the compensation of our Chief Executive Officer and for determining the compensation of our other executive officers. Our Compensation Committee also establishes policies and monitors compensation for our associates in general. While the Compensation Committee may, and does in fact, delegate authority with respect to the compensation of associates in general, the Compensation Committee retains overall supervisory responsibility for associate compensation. With respect to executive compensation, the Compensation Committee receives recommendations and information from our Chief Executive Officer regarding issues relevant to determinations made by the Compensation Committee. Our Chief Executive Officer participates in Compensation Committee deliberations regarding the compensation of other executive officers, but does not participate in deliberations regarding his ownConsultants. We typically do not involve consultants in establishing the compensation of our associates or directors, other than attorneys who assist us in the drafting of benefit plans and comparable arrangements.
Shareholder Communication with the Board
The Board of Directors has established a procedure that enables shareholders to communicate in writing with members of the Board. Any such communication should be addressed to the Company'sCompany’s Secretary and should be sent to such individual c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City, New Jersey 07302. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Shareholders may also communicate with the Board by directing communications through the Corporate Secretary by following instructions on the Company'sCompany’s website. Under the procedures established by the Board, upon the receipt of such a communication, the Company'sCompany’s Secretary will send a copy of such communication to each member of the Board, identifying it as a communication received from a shareholder. Absent unusual circumstances, at the next regularly scheduled meeting of the Board held more than two days after such communication has been distributed, the Board will consider the substance of any such communication.
Board members are encouraged, but not required by any specific Board policy, to attend the Company'sCompany’s annual meeting of shareholders. Seven of the then-incumbent nine members of the Board attended the Company's 2017Company’s 2020 annual meeting of shareholders.
PROPOSAL 2
RATIFICATION OF THE DESIGNATION OF DELOITTE & TOUCHEGRANT THORNTON LLP TO
AUDIT BEL'SBEL’S BOOKS AND ACCOUNTS FOR 2018
The Audit Committee has selected Deloitte & ToucheGrant Thornton LLP to audit Bel'sBel’s books and accounts for the year ending December 31, 20182021 and will offer a resolution at the meeting for shareholders to ratify the designation. Although shareholder ratification is not required, the designation of Deloitte & ToucheGrant Thornton LLP is being submitted for ratification at the 20182021 Annual Meeting of Shareholders because it is perceived to be a matter of good corporate governance practice to submit this issue for ratification by shareholders. Ultimately, the Audit Committee retains full discretion and will make all determinations with respect to the appointment of Bel'sBel’s independent registered public accounting firm.
Additional Information Regarding Change of Independent Auditor
As previously disclosed in Bel’s Current Report on Form 8-K filed on February 19, 2021, as amended by Bel’s Current Report on Form 8-K/A filed on March 12, 2021, on February 16, 2021, upon the approval of the Audit Committee, the Company appointed Grant Thornton LLP as the Company’s new independent registered public accounting firm for the Company’s first quarter ending March 31, 2021 and its fiscal year ending December 31, 2021. On February 16, 2021, the Company, upon the approval of the Audit Committee, notified Deloitte & Touche LLP, the Company’s then-current independent registered public accounting firm, that it would be dismissed from that position upon completion of Deloitte & Touche LLP’s audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2020. Deloitte & Touche LLP served as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020. On March 12, 2021, when the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 with the Securities and Exchange Commission, Deloitte & Touche LLP completed its audit of the Company’s consolidated financial statements for such fiscal year, and the Company’s retention of Deloitte & Touche LLP as its independent registered public accounting firm with respect to the audit of the Company’s consolidated financial statements ended as of that date.
During the Company’s two most recent fiscal years ended December 31, 2019 and 2020, and the subsequent interim period through March 12, 2021, the effective date of Deloitte & Touche LLP’s dismissal: (i) the Company did not have any disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Deloitte & Touche LLP’s satisfaction, would have caused Deloitte & Touche LLP to make reference to the subject matter of disagreement in connection with their reports on the Company’s consolidated financial statements; and (ii) there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K. Deloitte & Touche LLP’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2019 and 2020 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years ended December 31, 2020 and 2019, and the subsequent interim period through February 16, 2021, the Company did not consult with Grant Thornton LLP regarding either of the following: (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and Grant Thornton LLP did not provide a written report or oral advice on any accounting, auditing or financial reporting issue that Grant Thornton LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.
The Board of Directors recommends a vote FOR Proposal 2.
PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Board of Directors has approved the compensation of our Named Officers as described in this proxy statement under "Compensation Discussion and Analysis" and "Executive Compensation"“Executive Compensation”. The Board has decided, consistent with the vote of our shareholders at the 20112017 Annual Meeting, to hold a non-binding advisory vote, commonly known as a "Say-on-Pay"“Say-on-Pay” vote, on an annual basis. This vote gives you the opportunity to express your views on our executive compensation. Because your vote is advisory, it will not be binding upon the Compensation Committee. However, the Compensation Committee will take the outcome of the vote into account when making future executive compensation decisions.
Our compensation program is designed to motivate our executive officers to enhance long-term stockholder value and to attract and retain the highest quality executive and key employee talent available. We believe our executive compensation is aligned with increasing the value of our common stock and promoting our key strategies, values and long term financial and operational objectives.
The Board of Directors believes that the compensation of our executive officers is appropriate and recommends a vote FOR the following advisory resolution:
“RESOLVED, that the compensation paid to the Company'sCompany’s named executive officers, as disclosed in thisthe Company’s 2021 proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED."
OTHER MATTERS
Relationship With Independent Public Accountants
Grant Thornton LLP, independent certified public accountants, has been selected by the Board of DirectorsAudit Committee to audit and report on Bel'sBel’s financial statements for the year ending December 31, 2018.
Representatives of both Grant Thornton LLP and Deloitte & Touche LLP began auditing Bel in 1983. A representative of Deloitte & Touche LLP is(Bel's independent auditors for the fiscal year ended December 31, 2020) are expected to be present at the Annual Meeting and will have an opportunity to make a statement if hethey so desires.desire. The representative isrepresentatives are expected to be available to respond to appropriate questions from shareholders.
Audit Fees and Related Matters
In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee'sCommittee’s charter, all audit and audit-related work and all non-audit work performed by the Company'sCompany’s independent accountants, Deloitte & Touche LLP, are approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered.
With the change in the Company’s audit firm, we will begin reporting fees paid to Grant Thornton LLP in next year’s proxy statement for Bel’s 2022 annual meeting. Information regarding the aggregate fees billed or expected to be billed by Deloitte & Touche LLP, our former independent auditor, for its services for 2020 and 2019 is set forth below:
Audit Fees
. Audit fees billed or expected to be billed to the Company by Deloitte & Touche LLP for the audit of the financial statements and audit of the effectiveness of our internal control over financial reporting included in theAudit-Related Fees
.Tax Fees
. The Company was billedAll Other Fees
. For the years ended December 31,Other Matters
. The Audit Committee of the Board of Directors has considered whether the provision of Audit-Related Fees, Tax Fees and All Other Fees are compatible with maintaining the independence of theApplicable law and regulations provide an exemption that permits certain services to be provided by the Company'sCompany’s outside auditors even if they are not pre-approved. The Company has not relied on this exemption at any time since the Sarbanes-Oxley Act was enacted.
Miscellaneous
At the time that this proxy statement was mailed to shareholders, management was not aware that any matter would be presented for action at the Annual Meeting other than the election of directors, the ratification of the designation of Deloitte & ToucheGrant Thornton LLP to audit Bel'sBel’s books and accounts for 2018,2021 and the approval, on an advisory basis, of our executive compensation, and a vote on the shareholder proposal described in this proxy statement.compensation. If other matters properly come before the Annual Meeting, it is intended that the shares represented by proxies will be voted with respect to those matters in accordance with the best judgment of the persons voting them.
By Order of the Board of Directors
Craig Brosious, Secretary
Dated: April 12, 2018
A copy of the Company'sCompany’s Annual Report for the year ended December 31, 2017,2020, including financial statements, accompanies this proxy statement. The Annual Report is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made.
A copy of the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2017,2020, filed with the Securities and Exchange Commission, is available (excluding exhibits) without cost to shareholders upon written request made to Mr. Jerry Kimmel,Ms. Lynn Hutkin, Bel Fuse Inc., 206 Van Vorst Street, Jersey City, New Jersey 07302.
Important Notice Regarding the Internet Availability of Proxy
Materials for the Annual Meeting of Shareholders to be held May 18, 2021
The 2021 Proxy Statement and the 2020 Annual Report to
Shareholders are available at:
https://www.cstproxy.com/belfuse/2021
PROXY
BEL FUSE INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS,
MAY 22, 2018
The undersigned hereby appoints Robert H. SimandlJohn F. Tweedy and Craig Brosious,Farouq Tuweiq, and each of them, attorneys and proxies, with power of substitution in each of them, to vote for and on behalf of the undersigned at the annual meeting of the shareholders of the Company to be held on May 22, 2018,18, 2021, and at any adjournment thereof, upon matters properly coming before the meeting, as set forth in the related Notice of Meeting and Proxy Statement, both of which have been received by the undersigned. Without otherwise limiting the general authorization given hereby, said attorneys and proxies are instructed to vote as follows:
(Continued, and to be marked, dated and signed, on the other side)
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
Vote by Internet - QUICK *** EASY Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Local Time, on May 17, 2021. INTERNET - www.cstproxyvote.com Use the Internet to vote your Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting - If you plan to attend the virtual online annual meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend: https://www.cstproxy.com/belfuse/2021 MAIL - Mark, sign and date your proxy card PROXY UNLESS OTHERWISE SPECIFIED IN THE SQUARES OR SPACE PROVIDED IN THIS PROXY, THIS PROXY WILL BE VOTED "FOR" THE BOARD'S NOMINEES, AND "FOR" PROPOSALS 2 AND 3. Please mark your votes like this ☒ 1. Election of the Board’s nominees for Director for the terms described in the Proxy Statement. (The Board of Directors recommends a vote “FOR”.) NOMINEES: 1. John F. Tweedy 2. Mark B. Segall 3. Eric Nowling INSTRUCTION: To withhold authority to vote for any individual nominee listed above, write the nominee's name in the space provided below. FOR the nominees listed (except as marked to the contrary below) ☐ WITHHOLD AUTHORITY to vote for the nominees listed ☐ 3. With respect to the approval, on an advisory basis, of the executive compensation of Bel's named executive officers as described in the proxy FOR ☐ AGAINST ☐ ABSTAIN ☐ 2. FOR ☐ AGAINST ☐ ABSTAIN ☐ 4. Upon all such other matters as may properly come before the meeting and/or any adjournment or adjournments thereof, as they in their discretion may determine. The Board of Directors is not aware of any such other matters. CONTROL NUMBER Signature ______________________________________________________________ Signature, if held jointly ____________________________________________________________ Date __________________________, 2021 Please sign this proxy and return it promptly whether or not you expect to attend the meeting. You may nevertheless vote in person if you attend. Please sign exactly as your name appears hereon. Give full title if an Attorney, Executor, Administrator, Trustee, Guardian, etc. For an account in the name of two or more persons, each should sign, or if one signs, he should attach evidence of his authority.FOR the nomineeslisted below (exceptas marked to thecontrary below)WITHHOLDAUTHORITYto vote for thenominees listed below Please markvoteslike this xproxy.PLEASE DO NOT RETURN THE PROXY CARD IF YOU
ARE VOTING ELECTRONICALLY.
and return it in the postage-paid envelope
provided. o ostatement:statement (The Board of Directors recommends a for “FOR”.)oooNOMINEES: 1. John F. Tweedy Mark B. Segall 3. Eric NowlingINSTRUCTION: To withhold authority to vote for any individual nominee listedabove, write the nominee’s name in the space provided below.4. With respect to the ratification of the designation of Grant Thornton LLP to audit Bel's books and accounts for 2021 (The Board of Directors recommends a shareholder proposal requesting that our board of directors take all necessary steps to provide the holders of Class A Common Stock with the right to convert their shares into Class B Common Stock at their option at any time, if properly presented at the Annual Meeting.FORoAGAINSToABSTAINovote "FOR".) 5.2.With respect to the ratification of the designation of Deloitte and Touche LLP to audit Bel's books and accounts for 2018:FORoAGAINSTo ABSTAINoUNLESS OTHERWISE SPECIFIED IN THE SQUARES OR SPACE PROVIDED IN THIS PROXY, THIS PROXY WILL BE VOTED “FOR” THE BOARD’S NOMINEES AND “FOR” PROPOSALS 2 AND 3. IF NO VOTE IS INDICATED WITH RESPECT TO PROPOSAL 4, THE SHARES WILL NOT BE VOTED AND THE SHAREHOLDER WILL BE DEEMED TO HAVE ABSTAINED FROM VOTING ON THAT PROPOSAL.COMPANY ID:PROXY NUMBER:ACCOUNT NUMBER:Signature __________________________________________ Signature _______________________________________________Date ________________, 2018.30