UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant ☒
Filed by a Party other than the Registrant

BEL FUSE INC.

Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under Rule 14a-12

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

OF

BEL FUSE INC.

TO BE HELD TUESDAY, MAY 23, 2023

To our Shareholders:

NOTICE IS HEREBY GIVEN that the 2023 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 19, 2020,23, 2023, at 11:00 a.m., local time.  As we did last year, our Board of Directors has determined to hold the Annual Meeting online in a virtual meeting format by remote communication, via live audio webcast. The virtual webcast meeting will afford shareholders the same rights and access as if the meeting were held in person, including the ability to vote shares electronically during the meeting. Shareholders who wish to attend the virtual meeting may register at https://www.cstproxy.com/belfuse/2023 using the control number provided on your Notice of Internet Availability of Proxy Materials.

The Annual Meeting will be held for the following purposes:

DependingIf you are a Class A shareholder of record, you can vote by following the instructions in your Notice of Internet Availability of Proxy Materials (“E-Proxy Notice” or the “Notice”).

The E-Proxy Notice, which contains instructions on concerns abouthow to access the Coronavirus or COVID-19, the Company might hold its Annual Meeting virtually by remote communication insteadnotice of holding theannual meeting, at the afore-mentioned address. The Company would publicly announce a determination to hold its Annual Meeting virtually by remote communication in a press release available at www.belfuse.com as soon as practicable before the meeting. In that event, the 2020 Annual Meeting of Shareholders would be conducted solely virtually by remote communication, eitherproxy statement and annual report on the above dateInternet and, timefor Class A shareholders of record, how to execute your proxy and vote your shares, is first being mailed to holders of our common stock on or at another date and time, via live audio webcast.about April 10, 2023. This notice also contains instructions on how to request a paper copy of the proxy materials. 

The Board of Directors has fixed the close of business on March 24, 202027, 2023 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 accompanying proxy materials, holders of record of our Class A Common Stock as of the close of business on March 27, 2023 will be able to vote and ask questions during the Annual Meeting.

                                                                                                                        By Order of the Board of DirectorsWe thank you for your interest in our Company and look forward to your participation at our Annual Meeting.

                                                                                                                        CRAIG BROSIOUS,

By Order of the Board of Directors LYNN HUTKIN, Secretary

Jersey City, New Jersey

April 9, 202010, 2023                  

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WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, IN PERSON.WE URGE YOU TO VOTE BY INTERNET, TELEPHONE OR MAIL AS PROMPTLY AS POSSIBLE. IF YOU DO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.AT THE MEETING.

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.

Table of Contents

BEL FUSE INC.

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PROXY STATEMENT

--------------------------FOR ANNUAL MEETING OF SHAREHOLDERS

The followingTO BE HELD ON MAY 23, 2023

This proxy statement is being furnished to the holders of the Class A Common Stock, par value $0.10 per share (the “Class A Common Stock”), of Bel Fuse Inc. (“Bel” or the “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’s 2023 Annual Meeting of Shareholders.  Except as otherwise provided below, theShareholders (the “Annual Meeting”), including at any adjournments thereof.  The Annual Meeting will be held at the Courtyard by Marriott, 540 Washington Boulevard, Jersey City, New Jersey 07310, on Tuesday, May 19, 2020 at 11:00 a.m.

Depending on concerns about the Coronavirus or COVID-19, the Company might hold its Annual Meeting virtually by remote communication on Tuesday, May 19, 202023, 2023 at 11:00 a.m. (or at another date and time,local time.

The Board of Directors has opted, as described below) instead of holdingwith the meeting at the afore-mentioned address. The Company would publicly announce a determination to hold its Annual Meeting virtually by remote communication in a press release available at www.belfuse.com as soon as practicable before the meeting. In that event, the 20202022 Annual Meeting of Shareholders, wouldto conduct a virtual-only Annual Meeting which will be conducted solely virtuallyheld online by remote communication,communication. The Board adopted a virtual format in 2020, and, based on the above date and time (or at another date and time, as described below), via live audio webcast.  In such event,success of the Company will furnish a notificationvirtual format used for each Annual Meeting held since 2020, the Board has determined to shareholdersonce again utilize the virtual annual meeting format. The Board believes that will (i) describe the means of remote communication to be used and (ii) furnish a code, control number or other means of identification to enablevirtual format provides greater access for shareholders to vote and otherwise participate in the meeting. Please note that you will only be able to participate in the Annual Meeting using this process if the Company decidesas compared to hold its Annual Meeting virtually by remote communication, instead of holding an in-person Annual Meeting at the afore-mentionedmeeting held in one geographic location. The virtual meeting format enables consistent opportunities for all shareholders, regardless of their geographic location,. Depending upon the circumstances, it may also be necessary for the Company to postpone the meeting in order to assure that all procedures can be properly implemented for its Annual Meeting to be held virtually by remote communication. Any postponement ofattend the Annual Meeting, thereby facilitating the potential for greater shareholder attendance and engagement. The virtual webcast meeting will be announced byafford shareholders the Company by a press release that would be filed withsame rights and access as if the SEC and by notification onmeeting were held in person, including the Investor Relations page ofability to vote Class A shares electronically during the Company’s website.meeting.

For purposesYou may register for the virtual meeting by visiting https://www.cstproxy.com/belfuse/2023 using the control number provided on your E-Proxy Notice. A Notice of this proxy statement, presence in personInternet Availability of Proxy Materials (“E-Proxy Notice” or “Notice”) is first being sent to shareholders on or about April 10, 2023.

The Board of Directors has fixed the close of business on March 27, 2023 as the date for determining the shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting will mean presence at the above-mentioned location in Jersey City if the Company holds its meeting at that location or participationMeeting.  As described in the proxy materials, holders of record of our Class A Common Stock as of the close of business on March 27, 2023 will be able to vote and ask questions during the Annual Meeting virtually ifMeeting. If you are a Class A shareholder of record, you can vote by following the Company determines to conduct its meeting solely by remote communications.instructions in your E-Proxy Notice.

This proxy statement is also furnished to the holders of Bel’s Class B Common Stock, par value $0.10 per share (the “Class B Common Stock”), for informational purposes. Holders of Class B Common Stock are not entitled to vote at the Annual Meeting in accordance with Bel’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”). ThisAs a result, pursuant to the E-Proxy Notice which is first being sent to shareholders on or about April 10, 2023 as described above, we are furnishing this proxy statement to shareholders 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 9, 2020.proxy. As used in the remainder of this proxy statement, unless otherwise indicated, the term “shareholders” shall refer to the holders of Bel’s Class A Common Stock.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to shareholders over the Internet. As a result, beginning on or about April 10, 2023, we sent by mail or e-mail a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report on Form 10-K, over the Internet and how to vote your shares of Class A Common Stock. Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

If you received your proxy materials via e-mail, the e-mail contains voting instructions, including a control number required to vote your shares of Class A Common Stock, and links to the Proxy Statement and the Annual Report on Form 10-K on the Internet. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, Annual Report on Form 10-K, and, as to holders of Class A Common Stock, the proxy card, are enclosed.

If you hold our Class A Common Stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of Class A Common Stock.

Important notice regarding the availability of proxy materials for

the Annual Meeting of Shareholders to be held on May 19, 2020:  This23, 2023:

Our proxy statementmaterials including our Notice of Internet Availability of Proxy Materials, Proxy Statement for the 2023 Annual Meeting, our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our annual reportproxy card are available on the Internet 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.  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 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” the Board’s nominees to the Board of Directors, “FOR” the ratification of the designation of Deloitte & Touche LLP to audit Bel’s books and accounts for 2020, “FOR” the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers and “FOR” the approval of the Bel Fuse Inc. 2020 Equity Compensation Plan. 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 be voted “AGAINST” the shareholder proposal.

https://www.cstproxy.com/belfuse/2023

Proxy SolicitationAbout the Annual Meeting

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.

Q:	What matters will be voted on at the Annual Meeting?

Board Recommendations

The Board of Directors recommends that you vote “FOR” the Board’s nominees, “FOR” the ratification of the designation of Deloitte & Touche LLP to audit Bel’s books and accounts for 2020, “FOR” the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers, “FOR” the approval of the Bel Fuse Inc. 2020 Equity Compensation Plan and “AGAINST” the shareholder proposal referenced in Proposal 5 in this proxy statement. With respect to any other matters that

To request paper copies of, or an e-mail with links to the electronic versions of, the proxy materials for the Annual Meeting the proxy holders will vote as recommended by the Board of Directors or if no recommendation is given,future annual meetings, please contact us on or before May 12, 2023 to facilitate a timely delivery in their own discretion in the best interestsone of the Company. Asfollowing manners:

For Class A shareholders logging into the datewebsite, 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 23, 2023 and will remain available until the meeting has ended.

For purposes of this proxy statement, presence in person at the Board of Directors had no knowledge of any business other thanAnnual Meeting will mean participation in the proposalsAnnual Meeting virtually by remote communications.

This proxy statement is also furnished to the holders of Bel’s Class B Common Stock for informational purposes.  Holders of Class B Common Stock are not entitled to vote at the Annual Meeting in accordance with Bel’s Certificate of Incorporation.

See also the Q&A captioned “What constitutes a quorum for purposes of the Annual Meeting, what vote is required to approve each proposal, how are votes counted, what are broker non-votes, and what shares are entitled to vote?”, below.

For Class A 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 23, 2023 and will remain available until the meeting has ended.

For purposes of this proxy statement, that would be presented for considerationpresence in person at the Annual Meeting.Meeting will mean participation in the Annual Meeting virtually by remote communications.

Vote Required; Shares Entitled To Vote; Principal Shareholders

If you wish to vote at the Annual Meeting, you must first obtain a valid, legal proxy from your broker, bank or other agent. You may also contact Continental Stock Transfer at least 72 hours in advance of the Annual Meeting for assistance in obtaining a legal proxy.  Once you have your legal proxy, contact Continental Stock Transfer at 917-262-2373 or by e-mail at proxy@continentalstock.com to have a control number generated. 

The presence in person or by proxy of holders of a majority of the outstanding shares of the Company’s Class A Common Stock will constitute a quorum for the transaction of business at the Company’s Annual Meeting.

Assuming that a quorum is present, the election of directors (Proposal 1) will require the affirmativebe determined by plurality vote of a plurality of the shares of Class A Common Stock represented and entitled to vote at the Annual Meeting (which means that the nominees who receive the most votes will be elected). You may vote either FOR the respective nominees or WITHHOLD your vote from the respective nominees. Votes that are withheld will not be included in the vote tally for the election of the director. Banks, brokers or other nominees do not have discretionary authority to vote on this matter. (Please see the further discussion in this Q&A below regarding broker non-votes.) As a result, abstentions and approvalbroker non-votes, if any, will not affect the outcome of the vote on Proposal 1. Holders of Class A Common Stock are not entitled to cumulative voting in the election of directors.

Approval of Proposal 2 (ratification of the designation of Deloitte & ToucheGrant Thornton LLP to audit Bel’s books and accounts for 2020), Proposal 4 (approval of the Bel Fuse Inc. 2020 Equity Compensation Plan) and Proposal 5 (approval of the shareholder proposal described in this proxy statement)2023) will require the affirmative vote of a majority of the votes cast with respect to each such proposal.  Proposal 2 is generally considered to be a “routine” matter which means that banks, brokers or other nominees will have discretionary authority to vote on this matter. Accordingly, no broker non-votes are expected to occur on Proposal 2. We are not required to obtain the approval of our shareholders to select our independent registered public accounting firm. However, if our shareholders do not ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023, the Audit Committee of our Board of Directors values the opinion of our shareholders and will reconsider its appointment, taking the results of this vote into consideration.

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'Named Executive Officers' compensation.  Proposal 3 is generally not considered to be a “routine” matter which means that banks, brokers or other nominees do not have discretionary authority to vote on this matter. Accordingly, broker non-votes will occur on this proposal.

With respect to Proposal 4, the option of one year, two years or three years that receives the highest number of votes cast will be the frequency of the vote on the compensation of our Named Executive Officers that has been approved by the shareholders on an advisory basis. Proposal 3 is generally not considered to be a “routine” matter which means that banks, brokers or other nominees do not have discretionary authority to vote on this matter. Accordingly, broker non-votes will occur on this proposal.

For purposes of determining the votes cast with respect to any matter presented for consideration at the Annual Meeting, only those cast “for” or “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. As a result, abstentions and broker non-votes, if any, on Proposals 2, 3 and 4, will not affect the outcome of the votes on these proposals.

Broker non-votes occur when brokers who hold their 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,Banks and brokers acting as nominees are permitted to use discretionary voting authority to vote proxies for proposals that are deemed “routine” by the New York Stock Exchange (the rules of which govern broker voting), but are not permitted to use discretionary voting authority to vote proxies for proposals that are deemed “non-routine” by the New York Stock Exchange. The determination of which proposals are deemed “routine” versus “non-routine” may not be made by the New York Stock Exchange until after the date on which this proxy statement has been mailed to you. As such, it is important that you provide voting instructions to your bank, broker or other nominee, if you wish to determine the voting of your shares. If the New York Stock Exchange determines a proposal to be “non-routine,” failure to vote, or to instruct your broker how to vote any shares held for you in your broker’s names, will have the same effect as a vote against such proposal. A broker non-vote occurs when a proposal is deemed “non-routine” and a nominee holding shares for a beneficial owner does not have discretionary voting authority with respect to the matter being considered and has not received instructions from the beneficial owner. The election of directors (Proposal 1), the advisory vote on executive compensation (Proposal 3), and the advisory vote on how often the Company will conduct an advisory vote on executive compensation (Proposal 4) are generally not considered to be a “routine” matter and brokers as the holders of record, are not permitted to vote on “routine”these matters which typically includeif the broker has not received instructions from the beneficial owner. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares. The ratification of theour independent auditors, butregistered public accounting firm (Proposal 2) is generally considered to be a “routine” matter, and hence your brokerage firm may be able to vote on Proposal 2 even if it does not on non-routine matters. Holders of Class A Common Stock are not entitled to cumulative votingreceive instructions from you, so long as it holds your shares in the election of directors.its name.

Holders of record of the Class A Common Stock at the close of business on March 24, 202027, 2023 (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 2,144,9122,141,589 shares of Class A Common Stock outstanding. However, as a result of protective provisions in the Company’s Certificate of Incorporation described below, the voting rights of one shareholder of the Company, GAMCO Investors, Inc. et al. (“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 toBased on filings made by GAMCO with the Securities and Exchange Commission,SEC, such shareholder beneficially owned in the aggregate 460,238384,338 shares of Class A Common Stock on the record date.  Accordingly, a total of 1,684,6741,757,251 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’s Certificate of Incorporation provides that if a shareholder, other than shareholders subject to specific exceptions, acquired (after the date of the Company’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’s knowledge, GAMCO beneficially owned in excess of 10% of the outstanding shares of Class A Common Stock with no ownership of the Company’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’s knowledge, GAMCO has not taken the required actions and, accordingly, the voting rights of GAMCO are currently suspended.

The Company’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, GAMCO, TETON Westwood Funds-TETON Westwood Mighty Mites Fund, Christopher F. Bennett and Dimensional Fund Advisors LP).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. The following table provides information regarding the beneficial ownership of Class A Common Stock by Dimensional Fund Advisors LP, Christopher F. Bennett, TETON Westwood Funds – TETON Westwood Mighty Mites Fund, and GAMCO. For information regarding the number of shares beneficially owned by Daniel Bernstein, see “Election of Directors - Beneficial Ownership of the Company’s Stock”. 

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2020 Annual Meeting; Nominations

Shareholders intending to present proposals at the 2021 Annual Meeting of Shareholders must deliver their written proposals to the Company no later than December 9, 2020 in order for such proposals to be eligible for inclusion in the Company’s proxy statement and proxy card relating to next year’s meeting and no later than February 17, 2021 and no earlier than January 18, 2021 in order for such proposals to be considered at next year’s meeting (but not included in the proxy statement for such meeting).  The Company’s Nominating Committee charter describes procedures for nominations to be submitted by shareholders and other third-parties.  (See “Board of Directors - Nominating Committee Matters.”)

PROPOSALProposal 1

ELECTION OF DIRECTORS

ELECTION OF DIRECTORSOur Nominees and Continuing Directors

The Company’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.  Effective at the dateThe Board currently consists of the Annual Meeting, the Board has set the size of the Board at eight members.nine directors. At the Annual Meeting, the holders of the Class A Common Stock will elect twothree directors for three-year terms.  Each of the Board’s nominees has consented to be named in this proxy statement and to serve as a director if elected. 

The Board of Directors has nominated Thomas E. Dooley, Dr. Rita V. Smith and Jacqueline Brito for election as directors at the Annual Meeting, each for a term of office expiring in 2026.

The Board of Directors recommends a vote “FOR” each of the nominees for director.

Unless a shareholder either indicates “withhold authority” on his or her proxy or indicates on his or her proxy that his or her shares should not be voted for certain nominees, it is intended that the persons named in the proxy will vote for the election as directors of the nominees listed below to serve until the expiration of their terms and thereafter until their successors shall have been duly elected and shall have qualified. Discretionary authority is also solicited to vote for the election of a substitute or substitutes for said nominees if any of them, for any reason presently unknown, cannot be a candidate for election.

The following sets forth information as of April 1, 20202023 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 DIRECTORDIRECTORS FOR A TERM TO EXPIRE AT THE 20232026 ANNUAL MEETING

CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2022 2025ANNUAL MEETING

CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2021 2024ANNUAL MEETING

Board Qualifications

The Nominating and ESG Committee of the Company’s Board intends(the “Nominating and ESG Committee”) is responsible for identifying qualified individuals for membership on the Board and for recommending to the Board the director nominees for election at each annual meeting of shareholders and at any other meeting of shareholders at which directors are to be elected. The Company’s Board and the Nominating and ESG Committee intend to consider diversity as a factor in new board membership as vacancies on the Board occur.  In describing the selection process for new director candidates, the Company’s Corporate Governance Guidelines observe that the Nominating and ESG Committee considers all aspects of each candidate’s qualifications and skills in the context of the needs of the Company at that point in time with a view to creating a well-rounded Board with diversity of experience and perspectives, including diversity with respect to gender, race, ethnicity, knowledge, skills, background, and areas of expertise. See “Board Diversity,” below. The Board and the Nominating and ESG Committee will continue to take into account many other factors in the process of identifying such candidates, including the individual’s understanding of the Company’s business on a technical level, knowledge about and experience in the Company’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’s ability to make independent analytical inquiries of other Board members and of management.  See also “Nominating and ESG Committee Matters -– Qualifications” and the charter of such committee for a description of the qualifications the Company’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’ 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’s knowledge of Bel and its operations, gained over his 3545 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 individualMr. Bernstein should serve as a director of the Company.

Ms. Brito’s extensive background in diverse fields and disciplines including organizational culture, human capital planning, and executive and transformational leadership coaching (including as the founder and CEO of HR Asset Partners, a leadership strategy firm offering advisory services, and her prior service as the assistant dean of admission at Rollins College’s Crummer Graduate School of Business for nearly a decade where she provided executive, leadership and transformational coaching for graduate students, alumni and employees), together with Ms. Brito’s depth of expertise and insight having built a successful career in leadership development, succession planning and positive employee relations, led the Board to conclude that Ms. Brito should serve as a director of the Company. 

Mr. Dooley’s experience as a senior executive officer of a substantial public company, together with his knowledge of corporate finance, operations, the telecom market and mergers and acquisitions, as well as his  Bachelor’s Degree from St. John’s University and an M.B.A from New York University, led the Board to conclude that this individualMr. Dooley should serve as a director of the Company.

Mr. Gilbert’s experience in the Company’s industry, as president and chief executive officer and a director of his own electrical components manufacturing business, his knowledge of Bel gained through his service as a director of the Company since 1987, his experience gained by serving as a director on various other boards, and his achievement of an MBA degree from Columbia University led the Board to conclude that this individualMr. Gilbert should serve as a director of the Company.

Mr. Nowling's more than 40 years of accounting and financial management experience, including his service in senior financial management positions at two publicly-traded technology companies for more than 30 years, and his educational accomplishments led the Board to believe that this individualMr. Nowling should serve as a director of the Company.  Mr. Nowling is currentlythe former Sr. Vice President and Corporate Controller and chief accountant for a $1.3 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.CPA.

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 heMr. Segall 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 1,500 people and an operating budget of $150 million, led the Board to conclude that this individualDr. Smith should serve as a director of the Company. This conclusion is supported by her educational background; Dr. Smith holds a Doctor of Nursing Practice from Rutgers University, a Master’s in Public Administration-Health Care Policy from New York University and a Bachelor’s Degree in Nursing from Kean University.

Mr. Tweedy’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 individualMr. Tweedy 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’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 individualMr. Vellucci should serve as a director of the Company.

Executive Officers

The following sets forth information as of April 1, 20202023 concerning the Company’s executive officers. Unless otherwise indicated, positions have been held for more than five years.

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. BrosiousTuweiq was appointed as the Company's Chief Financial Officer effective February 15, 2021.  Since July 29, 2021, Mr. Tuweiq has additionally served 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, responsiblethe Company’s principal financial officer for financial and internal control auditspurposes of the rules and regulations of the SEC, and as the Company’s Treasurer. 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 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 locations. In 1984,headquarters within the FP&A group.  Prior to that, he worked at Ernst and Young, within the audit group, serving public and private manufacturing and financial companies.  During his tenure, he worked on various audits, review of SEC filings, IPO preparation, implementation and testing of Sarbanes-Oxley compliance and controls, and carve-out financials while obtaining his CPA certification.  Mr. Tuweiq earned his B.A in Finance and MS in Accounting from Michigan State University and his MBA at Georgetown University, McDonough School of Business.

Ms. Kozlovsky 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 CorporationBel is November 2022 as the Controller in 1994, and in 1998Global Head of People. Prior to her appointment by Bel, Ms. Kozlovsky 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, TreasurerHuman Resources for Prinova (A Nagase Group Company) where she was a core member of the Global Executive Council and Secretary.Strategy and Investment Team, leading significant transformational initiatives to inspire a culture of high performance in supporting sustainable growth. Ms. Kozlovsky held previous roles at Marmon Foodservice Technologies (A Berkshire Hathaway Company) and Bel Brands USA. At each of her former employers, she was successful in transforming the culture, resulting in recognition as National Best and Brightest Companies to Work For at each organization under her leadership. 

Mr. Ackerman joined the Company in 1986 and has held the positions of Customer Service Manager, Sales Manager, Purchasing ManagerDirector and Operations Manager.Director.  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., Dongguan Transpower Electric Products Company Limited, and EOS Power India Private 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’s parent company, in 1999, serving as Industry Marketing Manager.  Following Insilco’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.

Mr. Berry joined Bel through the acquisition of Lucent Technologies’ Transformer and Inductor Division in 1999 and was appointed as Vice President of Magnetic Solutions in January 2023. In his prior role as Director of Operations and most recently as General Manager of Bel Magnetic Solutions, he has been an important contributor to the success of the Magnetic Solutions segment. Joe earned his Bachelor’s degree in Electrical Engineering from UMass-Lowell, his Master’s degree in Electrical Engineering from Northeastern University and received his MBA from Southern Methodist University.

Mr. Lai joined Bel through the acquisition of TE Connectivity’s TRP Connector division in 2013 and was appointed as Vice President of Asia Operations in January 2023. Following Bel’s acquisition of the Power-One business in 2014, Kenneth was appointed as General Manager of our Bel Power Solutions Gongming factory and successfully transformed the operation into a world class manufacturing site for power supplies. Kenneth has expertise in Lean methodology and deep knowledge of Bel’s Asia operations. Kenneth earned his Bachelor’s degree in Engineering Physics from Hong Kong Polytechnic University and completed a mini-EMBA program by Hong Kong University of Science and Technology.

Ms. Hutkin joined Bel in 2007 and is currently the Vice President of Financial Reporting and Investor Relations. In addition to SEC reporting, throughout her tenure at Bel, Ms. Hutkin has been a leader in a variety of areas including investor relations, mergers and acquisitions, bank financing and corporate insurance.  Among her other roles and responsibilities at Bel, since July 2021, Ms. Hutkin has served as the Company’s principal accounting officer. Prior to joining Bel, Ms. Hutkin was Director of External Financial Reporting and Human Resources for CD&L, Inc., a domestic courier company, responsible for all SEC filings in addition to oversight of payroll and employee benefit programs.  Previously, Ms. Hutkin worked at Insys Consulting, a women-owned IT consulting start-up company, where she was responsible for all finance functions.  Prior to that, she was a Finance Manager at DMR Consulting, an IT consulting firm, where she monitored project profitability for the $70 million Pharmaceutical/Commercial business unit.  Ms. Hutkin started her career at Arthur Andersen and worked within the Consumer Product division of the audit group.  Ms. Hutkin earned her B.S. of Accountancy from Bentley College and is an active CPA in the State of New Jersey.

Beneficial Ownership of the Company’sCompany’s Stock

The following table sets forth certain information regarding the ownership of Bel’s Class A Common Stock and Class B Common Stock as of March 24, 202027, 2023 by (a) each director and nominee, (b) the Company’s Chief Executive Officer, our Chief Financial Officer and our fourthree other most highly compensated executive officers for 2019serving at December 31, 2022 (these five persons are referred to herein as the “Named Officers” or the “named executive officers”“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 24, 2020.27, 2023.  The percentage for the Class A Common Stock represents the percent of the Class whose voting rights were not suspended.  See “Vote Required; Shares Entitled to Vote; Principal Shareholders”.

*  Shares constitute less than one percent of the shares of Class A Common Stock or Class B Common Stock outstanding.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and greater than ten percent beneficial owners to file with the SEC certain reports regarding such persons’ initial ownership and changes in ownership of the Company’s securities.  Based solely upon a review of the copies of such reports filed with the SEC and of written representations by certain officers and directors, the Company believes that all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis during the fiscal year ended December 31, 2022, except for one Form 4 filed on behalf of Mr. Nowling with respect to one transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(d), which was inadvertently filed late on December 2, 2022 due to administrative oversight.

EXECUTIVE COMPENSATION

The following information in this “Executive Compensation” section is furnished pursuant to SEC rules governing “smaller reporting companies” (SRCs). However, in some respects, the following information exceeds that required of SRCs.

Summary of Cash and Certain Other Compensation

The following table sets forth, for the years ended December 31, 20192022 and 2018,2021 a summary of the compensation earned by our Chief Executive Officer (“CEO”), our Chief Financial Officer and our fourthree other most highly compensated executive officers serving at December 31, 2019.2022.  In this proxy statement, we refer to these five individuals as the “Named Officers”, the “Named Executive Officers” or the “named executive officers”“NEOs”.  

SUMMARY COMPENSATION TABLE

We accrued the bonuses set forth in the table above for 2019 and 2018 in our consolidated statements of operations for the years ended December 31, 2019 and 2018, 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 SERP from the measurement date used for preparing our 2018 year-end financial statements to the measurement date used for preparing our 2019 year-end financial statements.

In the table above, “all other compensation” for 2019 consists of the following:

For Mr. Tuweiq, “All Other Compensation” also includes $25,000 credited to his deferred compensation account under the Company’s Nonqualified Deferred Compensation Plan for 2022 (see "Compensation Elements – Retirement Benefits” below).

For Mr. Cheung, “All Other Compensation” also includes a contribution to his Far East Retirement Plan account of $19,250, an amount in excess of Mr. Cheung’s 2022 pre-tax elective deferral contributions (included under “Salary”).

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 2011 Equity Compensation Program.  Participants have the right to vote (if applicable) and receive dividends on their restricted shares. Restrictions on the awards shown below lapse in 25% increments commencing two years (or in the case of the November 2016 grants, three years) after the grant date. There were noThe table below provides information with respect to restricted stock awards granted to our Named Officers in 2018 or 2019.2022.

Compensation ElementsGrants of Plan-Based Awards During 2022

Outstanding Equity Awards at December 31, 2022

The following table sets forth, for each of our Named Officers, information regarding stock awards outstanding at December 31, 2022.  Each of the stock awards referred to in the table below was granted pursuant to our 2020 Equity Compensation Plan. The vesting dates applicable to each stock award are set forth in footnotes that follow the table. None of our Named Officers had any stock options outstanding as of December 31, 2022.

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. For 2022, we did not rely upon consultants to set our salaries, to establish salary ranges or to provide advice regarding other compensation matters, nor did we engage in any benchmarking activities. 

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. 

Bonus

Bel has a Company-performance based bonus plan thatin which a broad base of associates participate in.participates.  Financial results are monitored on a quarterly basis by the Chief Executive Officer, the Vice President of Finance,Chief Financial Officer, the President of Bel Power Solutions and the President of CinchBel Connectivity Solutions.  Management utilizesFor 2022, management utilized net income as the financial measure in evaluating the Company’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.Officer.  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’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’s Compensation Committee.  The target bonus payment for Bel’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. For each of 2021 and 2022, Mr. Tuweiq was also entitled to an incremental bonus equal to 8-weeks of base salary. For each of 2022 and 2021, Mr. Tuweiq’s incremental bonus was $41,538.

During each of the past three years,For 2021 and 2022, an overall bonus pool was allocated among executives, management, and technical and administrative employees of the Company based on number of weeks’ pay, in accordance with their respective contributions to our corporate performance.  In 2019,2022, of a total bonus pool of $2.5$9.6 million, $518,322$1.6 million was allocated to our Named Officers and reflected eighteen weeks’ pay for each Named Officer.Officers. In 2018,2021, of a total bonus pool of $4.7$5.2 million, $1,055,770$1.1 million was allocated to our Named Officers and reflected thirty-six weeks’ pay for each Named Officer.Officers.  

Long-Term Stock Incentive Compensation

Our 20112020 Equity Compensation Program, as approved by our shareholders at the 2011 Annual Meeting, 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.  We did not grant any restricted stock awards to any of our Named Officers during 2018 or 2019.  While our 2011 Equity Compensation Program does 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 during 2018 or 2019.

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 experience and skillsets for positions of substantial responsibility within our Company and to provide these persons with an additional incentive to contribute to the success of our Company, all of which we expect will result in increased shareholder value. Our 2020 Equity Compensation Plan (and previously, our 2011 Equity Compensation Program) permits us to issue various types of non-cash awards based on our Class B Common Stock:  restricted and unrestricted stock grants, restricted stock units, stock options (which may be incentive and/or non-qualified options) and stock appreciation rights. Restricted stock grants are awards of actual shares of our common stock, without any initial cost to the associate, but subject to a vesting restriction. The shares cannot be sold or transferred until the restriction ends and the shares become “vested.” Shares not vested are forfeited back to us if it becomes impossible to meet the conditionconditions for ending the restriction. Restricted stock grants offerrestrictions are not met. For the opportunity to obtain shares of our common stock without payment to us, provided the condition to ending the restriction is met. We awardpast several years, we have relied upon restricted stock grantsawards as our primary form of long-term stock incentive compensation because we believe that they aid in retaining our key executives, who are positioned to benefit from an increase in share value.

The shares subject to restricted stock awards 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.  In 2022, 20,000 shares of restricted stock were granted to Mr. Tuweiq in light of Mr. Tuweiq’s contributions to Bel and his critical role in executing Bel’s strategic plan. In 2021, 12,000 shares of restricted stock were granted to Mr. Bernstein, and 10,000 shares of restricted stock were granted to each of Mr. Ackerman, Mr. Cheung and Mr. Tuweiq.

ForGenerally, our experience has been to consider stock-based 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 regarding our proposed new equity compensation plan, see Proposal 4.not previously disclosed to the public. 

Retirement Benefits

We have designed our Supplemental Executive Retirement Plan, or “SERP”, to provide a limited number of our key management and other key associates with supplemental retirement and death benefits. Each of our Named Officers, aside from Mr. Tuweiq, is a participant in the SERP.  Participants in the SERP are selected by our Compensation Committee based upon recommendations from our Chief Executive Officer.  We believe that this benefit incentivizes key associates to remain with us on a career-long basis and engenders loyalty to our Company. 

Benefits available under the SERP vary depending upon when and how a participant terminates employment with us. If a participant retires on his normal retirement date (65 years old, 20 years of service, and five years of participation in the SERP), his or her normal retirement benefit under the SERP would be annual payments equal to 40% of his or her average base compensation -- using compensation from the highest five consecutive calendar years of SERP participation -- payable in monthly installments for the remainder of his or her life. If a participant retires early (55 years old, 20 years of service, and five years of participation in the SERP), his or her early retirement benefit would be an amount (i) calculated as if his or her early retirement date were in fact such participant’s normal retirement date, (ii) multiplied by a fraction, the numerator being the actual years of service the participant has with us and the denominator being the years of service the participant would have had if he or she had retired at his or her normal retirement date, and (iii) actuarially reduced to reflect the early retirement date. If a participant dies prior to receiving 120 monthly payments under the SERP, his or her beneficiary is entitled to continue receiving benefits for the shorter of (i) the time necessary to complete 120 monthly payments or (ii) 60 months. If a participant dies while employed by us, his or her beneficiary will receive, as a survivor benefit, an annual amount equal to (i) 100% of the participant’s annual base salary at the date of death for one year, and (ii) 50% of the participant’s annual base salary at the date of death for each of the following four years, each payable in monthly installments. Our SERP also provides for disability benefits, and a forfeiture of benefits if a participant terminates employment for reasons other than those contemplated under the SERP.

In the event of a “change in control” (as defined in the SERP), each participant who is employed by us at the time of the change in control will be entitled to a normal retirement benefit commencing immediately following termination of employment (or in the case of certain participants who are “specified employees” for purposes of Section 409A of the 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’s average base compensation will be deemed to be equal to his or her annual base compensation in effect prior to the change in control.  If we have established a trust to accumulate assets from which to pay SERP benefits, then we will fully fund the trust in connection with a change in control in order to ensure that there will be sufficient assets set aside to pay all SERP benefits.  A “change in control” for purposes of the SERP includes a merger or consolidation with another corporation whereby our shareholders do not own a majority of the surviving or successor entity, an acquisition of 50% or more of our voting securities by one person or a group of persons acting together, a sale of all or substantially all of our assets to any person, our dissolution or liquidation or if the members of our incumbent Board of Directors (or their successors, if approved by them) cease for any reason to constitute at least two-thirds of the members of our Board. 

As of December 31, 2019,2022, Mr. Bernstein wasand Mr. Cheung were eligible for normal retirement under the SERP.  Had Mr. Bernsteineach retired on December 31, 2019, he2022, Mr. Bernstein would have been eligible for a monthly benefit under the SERP in the amount of $13,333 payable for life, and Mr. Cheung would have been eligible for a monthly benefit payment under the SERP in the amount of $9,167 payable for life. As of December 31, 2019,2022, Mr. Ackerman Mr. Brosious and Mr. Cheung werewas eligible for early retirement under the SERP.  Had eachMr Ackerman retired on December 31, 2019, Mr. Ackerman2022, he would have been eligible for a monthly benefit under the SERP in the amount of $4,710 payable for life; Mr. Brosious would have been eligible for a monthly benefit under the SERP in the amount of $5,778 payable for life; and Mr. Cheung would have been eligible for a monthly benefit under the SERP in the amount of $6,665$7,675 payable for life. Had each of our Named Officers terminated employment on December 31, 20192022 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, $13,333; Mr. Brosious, $8,411; Mr. Ackerman, $8,131;$8,740; Mr. Cheung, $8,487;$9,167; and Mr. Bittner, $5,500.$6,450.  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, $2,266,761; Mr. Brosious, $1,267,779;$1,859,349; Mr. Ackerman, $1,669,987;$1,453,460; Mr. Cheung, $1,462,451;$1,373,882; and Mr. Bittner, $1,157,512.$1,199,223.  

The Company will credit Mr. Tuweiq’s account under the Company’s Nonqualified Deferred Compensation Plan (“DCP”) with $25,000 for each of his first four years of participation. Thereafter, annual credits to his DCP account will either be in fixed amounts or a percentage of his base salary, with a target credit of $10,000 per year. The DCP account, as adjusted for earnings and losses, vests in full at age 55 or upon termination due to disability, death or a change in control (as defined in the DCP). In the event of termination due to any other reason before age 55, the DCP account is forfeited. The DCP account, if vested, is payable in a single lump sum upon the earlier of separation from service or a change in control. The balance of Mr. Tuweiq’s DCP account as of December 31, 2022 was $44,345.

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:

plans.  Our associates, including our Named Officers, are entitled to participate in either our domestic 401(k) plan or our Far East Retirement Plan.

We believe that the insurance plans we offer are important components of our comprehensive benefit package, which shouldand 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’s years of service, including in certain cases years of service with an entity acquired by the Company.  Severance is subject to the individual’s execution of a release agreement.  Severance is equal to two weeks of base pay for each year of service, with a minimum of four weeks’ and a maximum of 52 weeks’ severance. An eligible employee is also eligible for Company-paid health coverage for one month. Each of our Named Executive Officers would be eligible for Bel’s standard severance policy as noted herein, with the exception of Mr. Tuweiq who is eligible for six months of his base salary in a lump sum payment in the case of an eligible termination following the first anniversary of his employment.

Pay versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its NEOs’ pay.

The use of the term “compensation actually paid” (CAP) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table (SCT) reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the following table.

For our CEO:

For our non-CEO NEOs:

Compensation Actually Paid and Total Shareholder Return

Relative TSR is not a metric in our compensation plan. As a result, CAP for our CEO and Other NEOs is not directly influenced by TSR. The relationship between CAP and TSR is demonstrated by the following graph, as required by SEC rules:

Compensation Actually Paid and Net Income

Net income is not a metric in our compensation plan. As a result, CAP for our CEO and Other non-CEO NEOs is not directly influenced by net income. The relationship between CAP and net income is demonstrated by the following graph, as required:

2023 Changes to our Executive Compensation Program

Throughout 2022, we committed a significant amount of time in evaluating and enhancing our executive compensation program and process. In considering the potential changes we aimed to implement a compensation program that is designed to:

To accomplish the above, we made the following changes to our executive compensation for the 2023 performance year.

Use of Independent Advisor

To support us in development and implementation of a new executive compensation program, our Compensation Committee engaged Meridian Compensation Partners (“Meridian”), an independent outside compensation consultant. Meridian provided our Compensation Committee with advice concerning the types and levels of compensation to be paid to our Named Executive Officers. Meridian also assisted the Compensation Committee by providing market data on the compensation practices and programs of our peer competitors and guidance on industry trends and best practices.

Our Compensation Committee’s charter requires the Committee, prior to selecting or receiving advice from a compensation advisor, to undertake an independence assessment under which the Committee takes into consideration all factors relevant to such advisor’s independence from management, including the factors specified under NASDAQ listing requirements. Once it considers these factors, the Compensation Committee may select or receive advice from any compensation advisor the Committee prefers, including one that is not independent. In assessing Meridian’s independence, the Compensation Committee considered the six independence factors for compensation consultants listed in the NASDAQ listing requirements and determined that Meridian was independent and that the work provided by Meridian did not raise any conflict of interest.

2023 Incentive Compensation Program

Our new incentive plan is designed to incentivize our NEOs to achieve critical financial and nonfinancial goals that drive our financial and operational results and help to enhance shareholder value. The Compensation Committee is responsible for approving performance goals and related payout levels, setting each NEO’s target award opportunity and approving payouts under the incentive compensation program, each as described in more detail below.

Target Annual Incentive Opportunity

The Compensation Committee assigned each executive a 2023 target total incentive award opportunity (expressed as a percentage of base salary) based on competitive market data and the executive’s position, responsibilities, and role.

Each NEO may earn between 0% and 200% of the target total incentive opportunity based on achieved performance against pre-set performance goals, with 25% of target earned for threshold performance and 100% of target earned for target performance. For performance between threshold and target, and target and maximum, the payout will be interpolated on a linear basis for performance between the pre-established benchmarks.

Once the amount of the total incentive award is determined, a portion will be delivered in cash and a portion will be deferred into restricted stock subject to time-based vesting requirements.

Incentive Performance Metrics

The Compensation Committee selected the following performance measures based on Bel Fuse’s 2023 operating plan and budget. The Compensation Committee will be responsible for establishing the specific quantitative and qualitative company/business unit and personal performance targets and objectives within the general performance criteria described below. For Messrs. Bernstein and Tuweiq, incentive performance targets will be based on overall company performance. For Messrs. Ackerman and Bittner, incentive performance targets will be based on the financial performance of the Bel Power Solutions and Bel Connectivity Solutions business units, respectively.

Company / Business Unit Performance			Individual Performance			Final 2023 Incentive Compensation Decision
Drives the funding of the incentive compensation award.			Modifies Company / Business Unit Performance result by +/-30% based on Individual Performance			For the CEO, 50% of 2023 incentive award will be deferred into time-based restricted stock.
Performance will be assessed using a matrix-based target derived by combining:			Performance will be assessed based on individual, role specific performance goals where the Named Executive Officer is most able to influence the outcome.			For the Other NEOs, 40% of 2023 incentive award will be deferred into time-based restricted stock.
■	Net revenue growth – measures annual top line growth; and		Will include CEO and Compensation Committee’s evaluation related to:
■	EBITDA growth – measures ability to maximize profitability and drive shareholder value		■  Strategic initiatives
These two performance measures were selected as they closely align compensation with performance measures that can be directly affected by management’s performance.			■  Client outcomes ■  Leadership & talent

Benchmarking Process

In developing the 2023 compensation program, our Compensation Committee commissioned a compensation benchmarking analysis to review our programs vis-à-vis the competitive market. With support from Meridian, our Compensation Committee created a peer group as a reference point to support its compensation decisions. One of the challenges for Bel when establishing a peer group is the limited number of directly comparable peers given our global footprint, business mix, size, growth aspirations and ownership structure. Therefore, the characteristics the Compensation Committee used for identifying comparable peers included:

Ultimately, the Compensation Committee applied judgement in arriving at the composition of the final group:

For purposes of determining our overall level of executive compensation (i.e., base salary, target incentive compensation and target total compensation), the Compensation Committee reviewed compensation considering peer group compensation ranges, but did not limit target setting to a particular market percentile.

Our Compensation Committee will also consider other factors, including the executive’s role and experience, as compared to our peers’ executives.

2023 Base Salaries

Following our competitive market assessment, we made the changes below to the base salaries for our Named Executive Officers to ensure our program is market competitive. According to market data reviewed by the Compensation Committee, the 2022 compensation for NEOs was below the market 25th percentile. These changes, along with the total incentive target above position our NEOs within a reasonable range of the 25th percentile of total target direct compensation for comparable roles at companies in the peer group.

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” 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”, 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,criteria, 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, 2019

The following table sets forth, for each of the Named Officers, information regarding stock awards outstanding at December 31, 2019.  Each of the stock awards referred to in the table below was 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, 2019.

In the table above, we are disclosing:

In the table above, the vesting dates for the Named Officers’ stock awards are as follows:

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 2019 of $20.50 by the applicable number of shares of Class B Common Stock underlying the Named Officers’ unvested stock awards. 

Equity Compensation Plan Information

The following table provides information as of December 31, 20192022 with respect to shares of Class A and Class B Common Stock that may be issued under our 2020 Equity Compensation Plan.  There are no further shares available for issuance under the Company’s 2011 Equity Compensation Program which has been approved by the Company’s shareholders.Program.

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 2019. 2022. Except as otherwise expressly provided below, all amounts represent fees in respect of board or committee service.

With respect to compensation of our non-employee directors:

In 2019,2022, directors who were executive officers of the Company did not receive directors’ fees.  In 2019,2022, directors of the Company’s foreign subsidiaries did not receive a retainer or meeting fees.

CORPORATE GOVERNANCE

In February 2023, the Board adopted Bel’s Corporate Governance Guidelines (the “Corporate Governance Guidelines” or the “Guidelines”). The Guidelines provide a framework of principles, policies, and procedures in certain matters related to corporate governance. These guidelines include provisions related to the role of the Board and responsibilities of directors, composition and structure of the Board, director independence, the relationship between the Board and senior management, the Board’s role in succession planning, and the oversight of risk management, financial reporting and other key areas of corporate operations. The ultimate goal of the corporate governance guidelines is to promote transparency, accountability, and ethical behavior within the Company, and to ensure that the Company operates in the best interests of all its shareholders and other stakeholders, subject to and in accordance with applicable law.

Governance Highlights

Bel is committed to good corporate governance and understands the importance of trust, integrity and accountability at all levels of the organization. Recent additions to our Board and executive management team have brought greater diversity and new perspectives to the Company. We intend that our policies, practices and priorities will be periodically and continually reviewed as appropriate to align with the best interests of our shareholders and other stakeholders, subject to and in accordance with applicable law.

Key Governance Materials

These materials can be accessed on the Bel website at: https://ir.belfuse.com/corporate-governance.

Hedging and Pledging Policy

Under our Insider Trading Policy, all of our officers, directors and employees are prohibited from engaging in any of the following transactions:

Our Corporate Governance Guidelines affirm the applicability to our directors of our Insider Trading Policy’s anti-hedging and anti-pledging policy provisions.

ESG Oversight

In October 2022, Bel’s Board of Directors approved an expanded role for its Nominating Committee, broadening the purposes and functions of such committee to include oversight and monitoring of Environmental, Social and Governance (“ESG”) matters, and re-designating the committee as the “Nominating and ESG Committee” in recognition of these new responsibilities. In accordance with the amended charter of the Nominating and ESG Committee, certain oversight functions were added including:

See “The Board of Directors; Committees of the Board – Nominating and ESG Committee Matters”, below, for further information about the Nominating and ESG Committee’s other roles and responsibilities under its charter.

In November 2022 Bel appointed a Global Director of ESG. This new dedicated role will allow the Company to embark on a series of initiatives aimed at improving Bel’s commitment to its ESG program.

The first operations-level ESG Committee was formed in early December of 2022. The purpose of the operations-level ESG Committee is to support the Company’s ongoing commitment to ESG matters including environmental stewardship, health and safety, corporate social responsibility, corporate governance, sustainability, and other related issues of significance to the Company.

The operations-level ESG Committee aims to:

The members of the operations-level ESG Committee include senior executives and associates from various regions and business segments while taking into account each person’s expertise in relevant disciplines, such as environmental, health and safety, operations, marketing, legal, investor relations, corporate governance, finance, and human resources.

The operations-level ESG Committee provides updates to either the Nominating and ESG Committee or to the full Board on a quarterly basis.

Cybersecurity & Data Privacy

Cybersecurity

Cybersecurity is an essential function at Bel. With the increase in reliance on technology and the internet to conduct business, we understand protective measures designed to safeguard against financial losses or a breach of sensitive data is critical in maintaining smooth operations and preserving Bel’s reputation. We have a dedicated cybersecurity team within Bel which is tasked with the continual review of our internal systems and staying up-to-date on the evolving cyber threats that have become increasingly sophisticated.

In order to assist with our monitoring and continuous improvement process around cybersecurity, beginning in 2020, Bel has utilized a vulnerability management program through Rapid7. This program collects data from our global portfolio of IT assets and performs a detailed risk assessment, providing insight on areas in need of improvement within our environment. Our cybersecurity team utilizes this information to proactively work to improve security around identified vulnerabilities. Any new or emerging threats that are announced are tested against our environment to identify and address any new vulnerabilities on a timely basis. We also utilize a dedicated security product to scan our full email database to identify and remove phishing emails from our system. Further, on a quarterly basis, we run phishing email simulator tests across our user base, the results of which are used to identify individual users who may benefit from additional training on email security. Multi-factor authentication is also utilized to secure our email accounts, especially given the varying work locations with hybrid work arrangements and global travel. Updates on cybersecurity security measures and any notable events are reported to the Board of Directors on a quarterly basis.

Data Privacy

Bel values the right to privacy of its associates, customers and business partners. The Company is committed to protecting the information it receives by collecting, processing, storing, transmitting and using the data in a lawful manner, in compliance with the applicable privacy laws, and consistent with legitimate business reasons. Bel associates undergo continuous training on data privacy and cyber security. Business risks and opportunities related to data privacy and cybersecurity are evaluated annually as part of our annual risk assessment.

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.  Over the intervening years 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 and SEC definition of independence: Peter Gilbert, John F. Tweedy, Mark B. Segall, Thomas E. Dooley, Dr. Rita Smith, Eric Nowling, Vincent Vellucci and Vincent Vellucci.Jacqueline Brito. 

The Company’s Board of Directors meets quarterly throughout the year.  During 2019,2022, the Board held four meetings.

Bel’s Board has an Executive Committee, a Compensation Committee, an Audit Committee, a Nominating and ESG Committee, a Compensation Committee, a Succession Committee and a SuccessionLeadership Committee.  The Executive Committee is comprised of Daniel Bernstein, John F. Tweedy and Vincent Vellucci; the Audit Committee is comprised of Peter Gilbert, Eric Nowling and John F. Tweedy; the Nominating and ESG Committee is comprised of John F. Tweedy, Vincent Vellucci, Mark Segall and Rita Smith; the Compensation Committee is comprised of Peter Gilbert and Mark Segall; the Succession Committee is comprised of Peter Gilbert, and John F. Tweedy;Tweedy and Jacqueline Brito; and the CompensationLeadership Committee is comprised of Peter GilbertRita Smith and Mark Segall.Jacqueline Brito. 

The function of the Executive Committee is to act in the place of the Board when the Board cannot be convened. 

The Audit Committee reviews significant audit and accounting principles, policies and practices, and meets with the Company’s independent auditors.  The Board of Directors has determined that Eric Nowling qualifies as an “audit committee financial expert”, as such term is defined by the SEC. As noted above, Mr. Nowling – as well as the other members of the Audit Committee – have been determined to be “independent” within the meaning of SEC and NASDAQ regulations.

The Nominating and ESG Committee is responsible for nominating candidates for election to the Company’s Board of Directors and for overseeing the Company’s environmental, social and governance (“ESG”) matters and initiatives.

The Compensation Committee is charged with the responsibility of administering the Company’s employee benefit plans, reviews the compensation of Bel’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’s independent auditors.  The Board of Directors has determined that Eric Nowling constitutes an “audit committee financial expert”, as such term is defined by the Securities and Exchange Commission (“SEC”). As noted above, Mr. Nowling -- as well as the other members of the Audit Committee -- have been determined to be “independent” within the meaning of SEC and NASDAQ regulations.

The Nominating Committee is responsible for nominating candidates for election to the Company’s Board of Directors.

The Board has a Succession Committee, comprised of Peter Gilbert and John F. Tweedy, whoseCommittee’s purpose is to develop a succession plan for Bel'sBel’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'sBel’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.

The Leadership Committee is a relatively newly-instituted committee formed by our Board effective as of January 2023. The purpose of the Leadership Committee is to promote a culture of leadership development within Bel. The members of the Leadership Committee work closely with emerging leaders within the organization, as identified by management, through coaching, training and other development activities in assisting these individuals to enhance their leadership potential and become more effective leaders. The Board participants were selected given their background and experience that would be most beneficial to the Leadership Committee’s processes, strategy and instructive mission of collaborative training to best foster successful development of Bel’s future leaders.

During 2019,2022, the Executive Committee held no meetings,one meeting, the Audit Committee held seveneight meetings, the CompensationNominating and ESG Committee held three meetings, the NominatingCompensation Committee held one meeting and the Succession Committee held threefour meetings.  Each Director attended at least 75% of the aggregate of the Board and committee meetings on which he served in 2019.2022.

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 Independent Director. Among other things, the Lead Independent 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’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 and ESG Committee Matters

Nominating and ESG Committee Charter. The Board has adopted a Nominating and ESG Committee charter to govern its Nominating and ESG Committee.  A copy of the charter is set forth on the Company’s website, www.belfuse.com, under the Investor Information tab.“Investors” – “Corporate Governance” tabs.

Independence of Nominating and ESG Committee Members.  All members of the Nominating and ESG 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.Rules and SEC regulations.

Purposes and Responsibilities of the Nominating and ESG Committee

Director Nominees, Board and Committee Composition and Governance Matters. Historically our Nominating Committee has been responsible for matters primarily related to the recommendation of director nominees, the composition of the Board and its committees, and other corporate governance matters. These matters continue to be among our Nominating and ESG Committee’s purposes and responsibilities pursuant to its charter.

ESG Oversight. As discussed above in the section captioned “Corporate Governance – ESG Oversight,” in October 2022, our Board approved an expanded role for our Nominating Committee, broadening the purposes and functions of such committee to include oversight and monitoring of ESG matters, adopting an amended charter for such committee and re-designating the committee as the “Nominating and ESG Committee” in recognition of these new roles and responsibilities. In accordance with the amended charter of the Nominating and ESG Committee, a copy of which can be found at https://ir.belfuse.com/corporate-governance, the committee’s ESG-related functions include:

Pursuant to its charter the Nominating and ESG Committee is also responsible for overseeing the Company’s corporate governance initiatives and periodically considering, and report to the Board on, such initiatives and applicable policies.  In connection with this responsibility, the Nominating and ESG Committee developed and recommended to the Board for its approval Bel’s Corporate Governance Guidelines, which were adopted by the Board in February 2023. The Nominating and ESG Committee will review the Guidelines on an annual basis or more frequently as deemed appropriate by the Nominating and ESG Committee, and recommend any proposed changes to the Board for its approval. In addition to its other responsibilities, the Nominating and ESG Committee is responsible for annually reviewing and recommending to the Board the compensation of non‐executive Board members, based upon the Committee’s assessment of director responsibilities and the competitiveness of our directors’ compensation program and when deemed appropriate by the Committee, using market data and in consultation with an independent consultant.

Procedures for Considering Nominations Made by Shareholders.  The Nominating and ESG Committee’s charter describes procedures for nominations to be submitted by shareholders and other third-parties, other than candidates who have previously served on the Board or who are recommended by the Board.  The charter states that a nomination must be delivered to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the 90th90^th day nor earlier than the close of business on the 120th120^th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice to be timely must be so delivered not earlier than the close of business on the 120th120^th day prior to such annual meeting and not later than the close of business on the later of the 90th90^th day prior to such annual meeting or the close of business on the 10th10^th day following the day on which public announcement of the date of such meeting is first made by the Company.  The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a notice as described above.  The charter requires a nomination notice to set forth as to each person whom the proponent proposes to nominate for election as a director:  (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (b) information that will enable the Nominating and ESG Committee to determine whether the candidate or candidates satisfy the criteria established pursuant to the charter for director candidates.

Qualifications.Qualifications. The charter describes the minimum qualifications for nominees and the qualities or skills that are necessary for directors to possess.  Each nominee:nominee shall, in the Nominating and ESG Committee’s opinion, satisfy the following minimum criteria, together with such other criteria as shall be established by the Nominating and ESG Committee:

Our Corporate Governance Guidelines observe that the Nominating and ESG Committee considers all aspects of each candidate’s qualifications and skills in the context of the needs of the Company at that point in time with a view to creating a well-rounded Board with diversity of experience and perspectives, including diversity with respect to gender, race, ethnicity, knowledge, skills, background, and areas of expertise. 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 in accordance with applicable law.

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 and ESG Committee’s charter provides that there will be no differences in the manner in which the Nominating and ESG Committee evaluates nominees recommended by shareholders and nominees recommended by the Committee or management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on the Board.  The evaluation process for individuals other than existing Board members will include:

Corporate Governance Guidelines Policies Pertaining to Board Membership. Our Corporate Governance Guidelines contain certain policies pertaining to Board membership, including the following:

Third-Party Recommendations. In connection with the 20202022 Annual Meeting, the Nominating and ESG Committee did not receive any nominations from any shareholder or group of shareholders which owned more than 5% of the Company’s Class A Common Stock or Class B Common Stock for at least one year. 

Board Diversity

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. Our Board satisfies the diversity objectives of Nasdaq Rule 5605(f)(2) by having at least one director who identifies as female and at least one director who identifies as a member of an Underrepresented Minority (as defined by Nasdaq Rules). In addition to gender and demographic diversity, we also recognize the value of other diverse attributes that directors may bring to our Board. We are proud to report that one of our directors identifies as a veteran. As we pursue future Board recruitment efforts, our Nominating and ESG Committee will continue to seek candidates who can contribute to the diversity of views and perspectives of the Board. This includes seeking out individuals of diverse ethnicities, a balance in terms of gender, and individuals with diverse perspectives informed by other personal and professional experiences. In describing the selection process for new director candidates, the Company’s Corporate Governance Guidelines observe that the Nominating and ESG Committee considers all aspects of each candidate’s qualifications and skills in the context of the needs of the Company at that point in time with a view to creating a well-rounded Board with diversity of experience and perspectives, including diversity with respect to gender, race, ethnicity, knowledge, skills, background, and areas of expertise. As contemplated in our Corporate Governance Guidelines, our 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 in accordance with applicable law.

Audit Committee Matters

Audit Committee Charter.  The Audit Committee performed its duties during 20192022 under a written charter approved by the Board of Directors.  A copy of the charter is set forth on the Company’s website, www.belfuse.com,, under the Investors & Governance tab.“Investors” – “Corporate Governance” tabs.

Independence 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 be “independent directors” pursuant to the definition contained in Rule 5605(a)(2) of the NASDAQ Marketplace Rules and under the SEC’s Rule 10A-3.

Audit Committee Report. In connection with the preparation and filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019:2022:

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’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’s Disclosure Committee to determine whether any of the members of that committee are aware of any new related party transactions. Management’s Disclosure Committee did not report any new related party transactions to the Audit Committee during 2019.2022.

Compensation Committee Matters

Charter. Our Board of Directors has defined the duties of its Compensation Committee in a charter. A copy of the Compensation Committee’s charter is included on the Company’s website, www.belfuse.com, under the Investor Information tab.“Investors” – “Corporate Governance” tabs.

Independence 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 and the SEC regulations.

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 own compensation.

Consultants.We Historically we have not typically do not involveengaged 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. Our Compensation Committee is authorized under its charter to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers. Prior to selecting or receiving advice from a compensation advisor, the Compensation Committee undertakes an independence assessment, taking into consideration all factors relevant to such advisor’s independence from management, including the factors specified under NASDAQ listing requirements. In 2023, Meridian Compensation Partners (“Meridian”), an independent outside compensation consultant, advised management and our Compensation Committee on certain compensation matters. See “2023 Changes to our Executive Compensation Program – Use of Independent Advisor”, above.

Shareholder Communication with the Board

The Board of Directors has established a procedure as set forth in Bel’s Corporate Governance Guidelines that enables shareholders to communicate in writing with members of the Board. Any such communication should be addressed to the Company’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 CorporateCompany’s Secretary by following instructions on the Company’s website. Under the procedures established by the Board, upon the receipt of such a communication, the Company’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’s annual meeting of shareholders. SevenSix of the then-incumbent nine members of the Board attended the Company’s 20192022 annual meeting of shareholders.

PROPOSAL 2

Proposal 2

RATIFICATION OF THE DESIGNATION OF DELOITTE & TOUCHE GRANT THORNTONLLP

TO
AUDIT BEL’SBEL’S BOOKS AND ACCOUNTS FOR 20202023

The Audit Committee has selected Deloitte & ToucheGrant Thornton LLP to audit Bel’s books and accounts for the year ending December 31, 20202023 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 20202023 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’s independent registered public accounting firm.

The Board of Directors recommends a vote “FOR” Proposal 2.

PROPOSAL

Proposal 3

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE COMPENSATIONOFFICERS

The Board of Directors has approved the compensation of our Named Officers as described in this proxy statement under “Executive Compensation”. The Board has decided, consistent with the vote of our shareholders at the 2017 Annual Meeting, to hold a non-binding advisory vote, commonly known as a “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 takereview and consider the outcomeresults of thethis vote into account when making future executive compensation decisions.

Our compensation program is designed to motivate our executive officers to enhance long-term stockholdershareholder 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’s named executive officers,Named Executive Officers, as disclosed in the Company’s 20202023 proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED.”

PROPOSAL

Proposal 4

ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY VOTES

APPROVAL OF THE 2020 EQUITY COMPENSATION PLAN

General

Our 2011 Equity Compensation Program (alsoAs described in Proposal 3 above, our shareholders are being provided the opportunity to cast an advisory vote to approve our executive compensation. The advisory vote on executive compensation described in Proposal 3 above is referred to as a “Say-on-Pay” vote. This Proposal 4 affords you the “2011 Plan”) expiresopportunity to cast an advisory vote on April 3, 2021, and no grants of awards under the 2011 Plan may be made after that date.  Our Board believes that it ishow often we should include a Say-on-Pay vote in the best interests of Bel and its shareholders to have a new equity compensation plan adopted by the Board and approved by the shareholders prior to the expiration of the 2011 Plan.  Accordingly, on March 27, 2020, our Board of Directors adopted the Bel Fuse Inc. 2020 Equity Compensation Plan (the “2020 Plan”), subject to the approval of our shareholders.

The general purposes of the 2020 Plan are to attract and retain the best available personnel for positions of substantial responsibility,  to provide incentives to our employees, directors and consultants by enabling them to shareproxy materials in the future, growthand is often referred to as a “Say-on-Frequency” vote. As indicated under Proposal 3, since 2017, we have held a non-binding Say-on-Pay vote annually. We are required under applicable SEC rules to hold a Say-on-Frequency vote every six years. Under this Proposal 4, shareholders may vote to have the Say-on-Pay vote every year, every two years or every three years.

As with Proposal 3, your vote on this Proposal 4 is advisory and, therefore, nonbinding. However, we value your opinions, and we will consider the results of the Say-on-Frequency vote in making future determinations about the frequency of our businessSay-on-Pay votes.

We believe that Say-on-Pay votes should continue to be conducted every year so that shareholders may annually express their views on our executive compensation program. Our Compensation Committee, which administers our executive compensation program, values the opinions expressed by shareholders in these votes, and even though non-binding, will continue to promoteconsider the successoutcome of our Company.  Ourthese votes in making its decisions on executive compensation.

The Board of Directors believes thatan advisory vote on our executive officer compensation should continue to occur annually and recommends a vote in support of the granting of stock options, restricted stock awards and similar kinds of equity-based compensation promotes continuity of management and increases incentive and personal interest infollowing resolution, by selecting the welfare of our Company by those who are primarily responsible for shaping and carrying out our long range plans and securing our growth and financial success.“every year” option on this Proposal 4:

The Board believes“RESOLVED, that future annual shareholders’ advisory votes regarding the 2020 Plan will allow us to continue to advance our interests by enhancing our ability to (a) attract and retain employees, directors and consultants who are in a position to make significant contributions to our success; (b) reward our employees, directors and consultants for these contributions; and (c) encourage employees, directors and consultants to take into account our long-term interests through ownership of our shares.

As of March 31, 2020, a total of 323,850 shares of Class B Common Stock were available for future grants under the 2011 Plan.  If the 2020 Plan is approved by shareholders, additional awards may be granted under the 2011 Plan until its expiration date, and awards may also be granted under the 2020 Plan.

Description of the 2020 Equity Compensation Plan

The following description of the principal terms of the 2020 Plan is a summary and is qualified in its entirety by the full text of the 2020 Plan, which is attached as Appendix A to this proxy statement.

Administration. The 2020 Plan will be administered by the Compensation Committee of our Board of Directors, but the entire Board may,compensation paid to the extent permitted by applicable law and Nasdaq regulations, act in lieu of the Compensation Committee on any matter involving the Plan.  The Compensation Committee may grant options to purchase shares of our Class B Common Stock, stock appreciation rights and restricted stock units payable in shares of our Class B Common Stock, as well as restricted or unrestricted shares of our Class B Common Stock.  The Compensation Committee also has authority to determine the terms and conditions of each option or other kind of equity award and adopt, amend and rescind rules and regulations for the administration of the 2020 Plan.  The Plan authorizes the Compensation Committee to reprice any option or stock appreciation right if the exercise price of an option or stock appreciation right previously granted under the 2020 Plan exceeds the fair market value of our Class B Common Stock at the time of such repricing. The Compensation Committee may delegate to certain officers of the Company authority to make awards under the Plan.  No options, stock purchase rights or awards may be made under the Plan after March 27, 2030, but the 2020 Plan will continue thereafter while previously granted options, stock appreciation rights or other awards remain subject to the 2020 Plan.Company’s Named Executive Officers is APPROVED.”

Eligibility.  Persons eligible to receive options, stock appreciation rights or other awards under the 2020 Plan are those employees, directors and consultants of our Company and our subsidiaries (including any person who is determined by the Compensation Committee to be a prospective employee, director or consultant of our Company and our subsidiaries) who, in the opinion of the Compensation Committee, are in a position to contribute to our success.  As of December 31, 2019, our Company and its subsidiaries had a total of 6,935 employees, including five executive officers, eight non-employee directors and three consultants. Prospective service providers may receive grants under the 2020 Plan, provided that the grants are conditioned upon such person becoming a service provider to the Company.  As awards under the 2020 Plan are within the discretion of the Compensation Committee, we cannot determine how many individuals in each of the categories described above will receive awards.MISCELLANEOUS ITEMS

Shares Subject to the 2020 Plan.  The aggregate number of shares of Class B Common Stock available for issuance in connection with options and awards granted under the 2020 Plan will be 1,400,000, subject to customary adjustments for stock splits, stock dividends or similar transactions.  “Incentive stock options” (as defined below) may be granted under the 2020 Plan with respect to all of those shares.  If any option or stock appreciation right granted under the 2020 Plan terminates without having been exercised in full or if any award is forfeited, the number of shares of Class B Common Stock as to which such option or award was forfeited will be available for future grants under the 2020 Plan.  A non-employee director may not receive awards under the Plan in any calendar year with respect to more than 8,000 shares of Class B Common Stock.  It is intended that the shares issuable pursuant to the 2020 Plan will be registered under the Securities Act of 1933, as amended.

Terms and Conditions of Options. Options granted under the 2020 Plan may be either “incentive stock options” that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or “nonstatutory stock options” that do not meet the requirements of Section 422 of the Code.  However, only employees may be granted incentive stock options. The Compensation Committee will determine the exercise price of options granted under the 2020 Plan.  The exercise price of incentive stock options may not be less than the fair market value per share of our Class B Common Stock on the date of grant (or 110% of the fair market value per share in the case of incentive options granted to a ten-percent or more shareholder). The exercise price of nonstatutory stock options may not be less than the fair market value per share of our Class B Common Stock on the date of grant unless granted in a manner so as to not be treated as deferred compensation under Section 409A of the Code.

If on the date of grant the Class B Common Stock is listed on a stock exchange or is quoted on the automated quotation system of NASDAQ, the fair market value shall generally be the closing sale price on the date of grant (or, if no trades were made on the date of grant, for the last trading day before the date of grant).  If no such prices are available, the fair market value shall be determined in good faith by the Compensation Committee based on the reasonable application of a reasonable valuation method.  On March 27, 2020, the closing sale price of a share of Class B Common Stock on the NASDAQ Global Select Market was $9.31.

No option may be exercisable for more than ten years (five years in the case of an incentive option granted to a ten-percent or more shareholder) from the date of grant.  Options granted under the 2020 Plan will be exercisable at such time or times as the Compensation Committee prescribes at the time of grant.  No employee may receive incentive stock options that first become exercisable in any calendar year in an amount exceeding $100,000.

Generally, the option price may be paid (a) in cash or by check, (b) through delivery of shares of our Class B Common Stock having a fair market value equal to the purchase price, or (c) a combination of these methods.  The Compensation Committee is also authorized to establish a cashless exercise program and to permit the exercise price to be satisfied by reducing from the shares otherwise issuable upon exercise a number of shares having a fair market value equal to the exercise price.

No option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option may be exercised only by the recipient.  However, the Compensation Committee may permit the holder of an option or stock appreciation right to transfer the option or right to immediate family members or a family trust or partnership for estate planning purposes.  Unless otherwise provided by the Compensation Committee, options that are exercisable at the time of a recipient's termination of service with us will continue to be exercisable for 90 days, unless the optionee terminates employment or service with us due to death or disability, in which case the option will continue to be exercisable for one year, or for cause or if the optionee voluntarily terminates employment or service, in which case the option will cease to be exercisable upon termination. 

Stock Appreciation Rights.  A stock appreciation right may be granted by the Compensation Committee either alone, or in tandem with, other options or awards under the 2020 Plan.  A stock appreciation right will relate to such number of shares of our Class B Common Stock as the Compensation Committee determines at the time of grant.  Each stock appreciation right will have an exercise period determined by the Compensation Committee not to exceed ten years from the date of grant.  Upon exercise of a stock appreciation right, the holder will receive a number of shares of our Class B Common Stock equal to (i) the number of shares for which the stock appreciation right is exercised times the appreciation in the fair market value of a share of our Class B Common Stock between the date the stock appreciation right was granted and its date of exercise; divided by (ii) the fair market value of a share of Class B Common Stock on the date that the stock appreciation right is exercised.  The Compensation Committee will determine the extent to which a holder of a stock appreciation right may exercise the right following termination of service with us.

Terms and Conditions of Stock Awards.The Compensation Committee may also grant a restricted or unrestricted stock award and/or a restricted stock unit award to any eligible employee, director or consultant.  Under a restricted stock award, shares of Class B Common Stock that are the subject of the award are generally subject to forfeiture to the extent that the recipient terminates service with us prior to the award having vested or if any performance goals established by the Compensation Committee as a condition of vesting are not achieved.  Shares of Class B Common Stock subject to a restricted stock award cannot be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the recipient of the award unless and until the applicable restrictions lapse.  Unless otherwise determined by the Compensation Committee, holders of restricted shares will have the right to vote such shares and to receive any cash dividends with respect thereto during the restriction period.  Any stock dividends will be subject to the same restrictions as the underlying shares of restricted stock. 

Under a restricted stock unit award, restricted stock units that are the subject of the award are generally subject to forfeiture to the extent that the recipient terminates service with us prior to the award having vested or if the performance goals established by the Compensation Committee as a condition of vesting are not achieved.  To the extent that the award of restricted stock units vests, the recipient shall become entitled to receive a number of shares of Class B Common Stock equal to the number of restricted stock units that became vested.  Restricted stock units cannot be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the recipient of the award and during a recipient’s lifetime may be exercised only by the recipient.  Prior to the delivery of shares of Class B Common Stock with respect to an award of restricted stock units, the recipient shall have no rights as a shareholder of our Company.  The Compensation Committee may award restricted stock units with rights to cash dividend equivalents which may be paid during the applicable vesting period or accumulated and paid at the end of the applicable vesting period. 

Unrestricted stock awards are grants of shares of Class B Common Stock that are not subject to forfeiture.

Effect of a Change in Control Event.  Immediately prior to the consummation of a “Change in Control Event,” as defined in the 2020 Plan, all options and stock appreciation rights shall become fully exercisable, all vesting periods and conditions under stock awards shall be deemed to have been satisfied and, to the extent the shares underlying any such stock awards shall not then be issued, such shares shall be immediately issued and delivered.  In addition, the Compensation Committee may, in its discretion, notify all optionees and holders of stock appreciation rights that: (1) they are required to exercise all outstanding options and stock appreciation rights prior to the consummation of the Change in Control Event, and (2) to the extent any option or stock appreciation right is not so exercised, it will terminate upon the consummation of the Change in Control Event.  A “Change in Control Event” is generally defined in the 2020 Plan to mean a merger or consolidation of our Company, the sale of substantially all of our assets, shareholder approval of a plan of liquidation or dissolution, any action pursuant to which a person or group would acquire beneficial ownership of more than 50% of our voting securities and certain changes in our board membership.

Clawback/Recoupment.  Awards granted under the 2020 Plan will be subject to the requirement that the awards be forfeited or amounts repaid to the Company after they have been distributed to the participant (i) to the extent set forth in an award agreement or (ii) to the extent covered by any clawback or recapture policy adopted by the Company from time to time, or any applicable laws that impose mandatory forfeiture or recoupment, under circumstances set forth in such applicable laws.

Amendment; Termination.  Our Board may at any time amend the 2020 Plan for the purpose of satisfying the requirements of the Code, or other applicable law or regulation or for any other legal purpose, provided, however, that shareholder approval of any amendment shall be required to the extent necessary to comply with applicable laws.

Material Federal Income Consequences

Following is a summary of the principal federal income tax consequences of option and other grants under the 2020 Plan.  Optionees and recipients of other rights and awards granted under the 2020 Plan are advised to consult their personal tax advisors before exercising an option or stock appreciation right or disposing of any stock received pursuant to the exercise of an option or stock appreciation right or following vesting of a restricted stock award or restricted stock unit or upon grant of an unrestricted stock award.  In addition, the following summary is based upon an analysis of the Code as currently in effect, existing laws, judicial decisions, administrative rulings, regulations and proposed regulations, all of which are subject to change and does not address state, local or other tax laws.

Treatment of Options

The Code treats incentive stock options and nonstatutory stock options differently.  However, as to both types of options, no income will be recognized to the optionee at the time of the grant of the options under the 2020 Plan, nor will our Company be entitled to a tax deduction at that time.

Generally, upon exercise of a nonstatutory stock option (including an option intended to be an incentive stock option but which has not continued to so qualify at the time of exercise), an optionee will recognize ordinary income tax on the excess of the fair market value of the stock on the exercise date over the option price.  Our Company will be entitled to a tax deduction in an amount equal to the ordinary income recognized by the optionee in the fiscal year which includes the end of the optionee’s taxable year.  We will be required to satisfy applicable withholding requirements in order to be entitled to a tax deduction.  In general, if an optionee, in exercising a nonstatutory stock option, tenders shares of our Class B Common Stock in partial or full payment of the option price, no gain or loss will be recognized on the tender.  However, if the tendered shares were previously acquired upon the exercise of an incentive stock option and the tender is within two years from the date of grant or one year after the date of exercise of the incentive stock option, the tender will be a disqualifying disposition of the shares acquired upon exercise of the incentive stock option. 

For incentive stock options, there is no taxable income to an optionee at the time of exercise.  However, the excess of the fair market value of the stock on the date of exercise over the exercise price will be taken into account in determining whether the “alternative minimum tax” will apply for the year of exercise.  If the shares acquired upon exercise are held until at least two years from the date of grant and more than one year from the date of exercise, any gain or loss upon the sale of such shares, if held as capital assets, will be long-term capital gain or loss (measured by the difference between the sales price of the stock and the exercise price).  Under current federal income tax law, a long-term capital gain will be taxed at a rate which is less than the maximum rate of tax on ordinary income.  If the two-year and one year holding period requirements are not met (a “disqualifying disposition”), an optionee will recognize ordinary income in the year of disposition in an amount equal to the lesser of (i) the fair market value of the stock on the date of exercise minus the exercise price or (ii) the amount realized on disposition minus the exercise price.  The remainder of the gain will be treated as long-term capital gain, depending upon whether the stock has been held for more than a year. If an optionee makes a disqualifying disposition, our Company will be entitled to a tax deduction equal to the amount of ordinary income recognized by the optionee.

In general, if an optionee, in exercising an incentive stock option, tenders shares of Class B Common Stock in partial or full payment of the option price, no gain or loss will be recognized on the tender.  However, if the tendered shares were previously acquired upon the exercise of another incentive stock option and the tender is within two years from the date of grant or one year after the date of exercise of the other option, the tender will be a disqualifying disposition of the shares acquired upon exercise of the other option.

As noted above, the exercise of an incentive stock option could subject an optionee to the alternative minimum tax.  The application of the alternative minimum tax to any particular optionee depends upon the particular facts and circumstances which exist with respect to the optionee in the year of exercise.  However, as a general rule, the amount by which the fair market value of the Class B Common Stock on the date of exercise of an option exceeds the exercise price of the option will constitute an item of “adjustment” for purposes of determining the alternative minimum taxable income on which the alternative tax may be imposed.  As such, this item will enter into the tax base on which the alternative minimum tax is computed, and may therefore cause the alternative minimum tax to become applicable in any given year.

Treatment of Stock Appreciation Rights

Generally, the recipient of a stock appreciation right will not recognize any income upon grant of the stock appreciation right, nor will our Company be entitled to a deduction at that time. Upon exercise of a stock appreciation right, the holder will recognize ordinary income, and our Company generally will be entitled to a corresponding deduction, equal to the fair market value of our Class B Common Stock at that time.

Treatment of Stock Awards

Generally, absent an election to be taxed currently under Section 83(b) of the Code (a "Section 83(b) Election"), there will be no federal income tax consequences to either the recipient or our Company upon the grant of a restricted stock award.  At the expiration of the restriction period and the satisfaction of any other restrictions applicable to the restricted shares, the recipient will recognize ordinary income and our Company generally will be entitled to a corresponding deduction equal to the fair market value of the Class B Common Stock at that time.  If a Section 83(b) Election is made within 30 days after the date the restricted stock award is granted, the recipient will recognize an amount of ordinary income at the time of the receipt of the restricted shares, and our Company generally will be entitled to a corresponding deduction, equal to the fair market value (determined without regard to applicable restrictions) of the shares at such time.  If a Section 83(b) Election is made, no additional income will be recognized by the recipient upon the lapse of restrictions on the shares (and prior to the sale of such shares), but, if the shares are subsequently forfeited, the recipient may not deduct the income that was recognized pursuant to the Section 83(b) Election at the time of the receipt of the shares.

The recipient of an unrestricted stock award will recognize ordinary income, and our Company generally will be entitled to a corresponding deduction, equal to the fair market value of our Class B Common Stock that is the subject of the award when the award is made.

The recipient of a restricted stock unit will recognize ordinary income as and when the units vest and shares of our Class B Common Stock are issued.  The amount of the income will be equal to the fair market value of the shares of our Class B Common Stock issued at that time, and our Company will be entitled to a corresponding deduction.  The recipient of a restricted stock unit will not be permitted to make a Section 83(b) Election with respect to such award.

Section 409A.    If an award is subject to Section 409A of the Code, but does not comply with the requirements of Section 409A of the Code, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Participants are urged to consult with their tax advisors regarding the applicability of Section 409A of the Code to their awards.

Potential Limitation on Company Deductions

Section 162(m) of the Code generally disallows a tax deduction for compensation in excess of $1 million paid in a taxable year by a publicly held corporation to its chief executive officer and certain other “covered employees”. Our Board and the Compensation Committee intend to consider the potential impact of Section 162(m) on grants made under the 2020 Plan, but reserve the right to approve grants of options and other awards for an executive officer that exceeds the deduction limit of Section 162(m).

Tax Withholding

As and when appropriate, we shall have the right to require each optionee purchasing shares of Class B Common Stock and each grantee receiving an award of shares of Class B Common Stock under the 2020 Plan to pay any federal, state or local taxes required by law to be withheld.

New Plan Benefits

No awards will be granted under the 2020 Plan prior to its approval by our shareholders. The grant of options and other awards under the 2020 Plan is discretionary, and we cannot determine now the number or type of options or other awards to be granted in the future to any particular person or group. The awards granted in 2019 under the 2011 Plan, which would not have changed if the 2020 Plan had been in place instead of the 2011 Plan, are set forth in the table below.

Securities Issuable Pursuant to Other Equity Compensation Plans

For information regarding securities issuable pursuant to our 2011 Equity Compensation Program, please see the information in this proxy statement set forth under the caption “Executive Compensation - Equity Compensation Plan Information.”

Vote Required

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve Proposal 4.

The Board of Directors recommends a vote FOR Proposal 4.

PROPOSAL 5

SHAREHOLDER PROPOSAL TO REQUEST THAT THE COMPANY'S BOARD OF DIRECTORS TAKE ALL NECESSARY STEPS, SUBJECT TO ANY REQUIRED SHAREHOLDER VOTE(S), TO PROVIDE THE COMPANY'S CLASS A COMMON SHAREHOLDERS WITH THE RIGHT TO CONVERT THEIR SHARES INTO THE COMPANY'S CLASS B COMMON STOCK AT THEIR OPTION AT ANY TIME.

Gamco Asset Management ("GAMCO"), One Corporate Center, Rye, New York 10580-1422, which has certified to the Company that it is the beneficial owner of at least $2,000 in market value of the Company's Common Stock, has requested that the Company include a proposal in this proxy statement.  Based on an amended Report on Schedule 13D filed on February 12, 2020, GAMCO and related persons beneficially owned on that date a total of 460,258 shares of the Company’s Class A Common Stock, representing approximately 21.4% of the outstanding shares of that class.

SHAREHOLDER PROPOSAL

“RESOLVED:  that the shareholders of Bel Fuse Inc. (the "Company" or “Bel Fuse”) request the Board of Directors take all necessary steps, including amending the  Company's By-Laws and/or Certificate of Incorporation subject to any required shareholder vote(s), 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.”

PROPONENT’S SUPPORTING STATEMENT

“As of the close of trading on December 11, 2019 (date prior to the submission of this shareholder proposal), the Company's Class A Common Shares were trading at an approximately four dollar discount to the Company's Class B Common Shares.

Bel Fuse’s Class A Common Shares have one vote per share. The Company’s Class B Common Shares generally have no voting rights.

Bel Fuse’s Class B Common Shares are entitled to dividends of not less than five percent above the dividends paid to holders of the Company’s Class A Common Shares.

GAMCO presented a similar shareholder proposal at Bel Fuse’s 2018 Annual Meeting of Shareholders (“2018 Annual Meeting”).  According to the vote results disclosed by the Company 647,052 shares voted “FOR” the proposal and 673,548 shares voted “Against” the proposal. GAMCO highlights that the Company’s Certificate of Incorporation suppresses the voting rights of Class A Shareholders owning in excess of 10% of the outstanding Class A Common Shares unless the shareholders take the extraordinary steps to purchase a required number of Class B Common Shares. Therefore the voting rights were suspended with respect to approximately 461,000 shares owned on behalf of GAMCO’s clients and certain of its affiliates. These shares would have voted in favor of the shareholder proposal and the proposal would have been approved by a majority of the votes cast at the 2018 Annual Meeting.

WE [GAMCO] URGE ALL SHAREHOLDERS TO VOTE "FOR" THIS PROPOSAL.”

BEL’S RESPONSIVE STATEMENT

If the Proposal is adopted at the 2020 Annual Meeting, the Proposal would not automatically result in an amendment to Bel’s Certificate of Incorporation.  The Proposal, which is advisory in nature, would constitute a recommendation to Bel’s Board if approved by shareholders.  Further action by the Board and the shareholders (potentially including the holders of the Class B Common Stock) would be required to amend the Company's Certificate of Incorporation to give the holders of the Company's Class A Common Stock the right to convert their shares into the Company's Class B Common Stock at their option at any time. While Bel’s Board would consider all aspects of the Proposal if it were adopted by Bel’s shareholders, the Board presently does not believe that the Proposal represents an appropriate course of action.

ACCORDINGLY, OUR BOARD RECOMMENDS A VOTE “AGAINST” PROPOSAL 5.  Among other things:

Reliance.  The terms of our Class A Common Stock and Class B Common Stock are transparent to our shareholders. The proxy statement disseminated to shareholders when the dual class structure was implemented carefully laid out the terms of the two classes of stock.  Since that time, our Certificate of Incorporation has been an exhibit to our Annual Report on Form 10-K each year, available for our shareholders to review. Our Board believes that our shareholders rely on those disclosures when making determinations regarding the purchase, retention or sale of our shares.  If the Proposal is implemented, one of the key features relied upon by certain holders of the Class B Common Stock (as well as by the holders of Class A Common Stock that value the voting power associated with the Class A Common Stock) – the limitations on the convertibility of the two classes of Common Stock – would be eliminated.

Price Differential. Our Class A Common Stock has been trading at a meaningful discount to the Class B Common Stock for several years.  This means that a shareholder desiring to purchase shares of Class A Common Stock has been able purchase those shares at a lower price than the price a shareholder would pay to purchase an equivalent number of shares of Class B Common Stock.  To permit an investor to purchase Class A shares at the lower price and then convert those shares into the higher priced Class B Common Stock places that investor at an unfair advantage over the shareholder who purchased shares of Class B Common Stock at the higher price in the first instance.

Impact on the Dividend. If the Proposal were adopted and ultimately Bel’s certificate of incorporation were amended to permit the voluntary conversion of Class A Common Stock, Bel expects that certain holders of Class A Common Stock would convert their shares into Class B Common Stock.  If the Board determined not to increase the aggregate amount of cash dividends paid by Bel, the effect of the increase in the number of outstanding shares of Class B Common Stock would be to reduce the per share dividend payable on the Class B Common Stock, adversely impacting those holders of Class B Common Stock who rely on the increased dividend.  If a substantial number of shares were converted, that could trigger a provision in our certificate of incorporation that results in the automatic conversion of all shares of Class B Common Stock into Class A Common Stock if the Class A Common Stock represents less than 10% of the outstanding Common Stock. Unless the Bel Board were to increase the aggregate amount of cash dividends, that too would result in a reduction in the per share dividend payable on the Class B Common Stock, adversely impacting those holders of Class B Common Stock who rely on the increased dividend.

Implementation. If the Proposal is approved by the holders of the Class A Common Stock, there are a host of issues that Bel’s Board would need to consider, including, among other things: Should the Board actually approve an amendment to the Certificate of Incorporation? What would the terms be of any amendment that the Board might be willing to consider? Would the conversion ratio be 1:1, or should it give effect to the price differential that has existed for years? If the conversion rate is other than 1:1, what would the appropriate ratio be? What steps and securities filings would be required to enable a conversion at whatever ratio is selected? What votes would be required?  Shareholders are likely to have differing views on these issues. Bel’s Board is concerned that addressing these issues may position shareholders against other shareholders in a series of potentially divisive issues.

Clarification. In addition, Bel wishes to clarify one assertion made by GAMCO. GAMCO notes in its supporting statement that if 461,000 shares of its Class A Common Stock were voted in favor of a similar proposal at Bel’s 2018 annual meeting of shareholders, its prior proposal would have been adopted in 2018. The fact is, however, that GAMCO and related parties never had the right to vote those shares at the 2018 annual meeting, since their voting rights were suspended. GAMCO had absolutely no right to vote its suspended shares on the proposal at the 2018 annual meeting and will have no right to vote any suspended shares at the 2020 annual meeting. Accordingly, Bel’s Board believes that it is irrelevant to consider how the 2018 vote might have turned out if the suspension of voting rights were inapplicable.

Conclusion. Bel's Board of Directors represents all Bel shareholders.  The Board recognizes that Bel’s shareholders may have different perspectives on the Proposal, depending upon whether the shareholders:

Weighing the relative advantages and disadvantages applicable to the various interests, Bel’s Board of Directors believes that retaining the existing arrangements – and thereby continuing the restriction against the holders of Class A Common Stock voluntarily converting their shares – is the appropriate course of action.

AS A RESULT, BEL’S BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE SHAREHOLDER PROPOSAL.

OTHER MATTERS

Relationship With Independent Public Accountants

Deloitte & ToucheGrant Thornton LLP, independent certified public accountants, has been selected by the Board of DirectorsAudit Committee to audit and report on Bel’s financial statements for the year ending December 31, 2020.2023. Grant Thornton LLP has served as the Company’s independent auditor since 2021.

Deloitte & ToucheRepresentatives of Grant Thornton LLP began auditing Bel in 1983. A representative of Deloitte & Touche LLP isare 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’s charter, all audit and audit-related work and all non-audit work performed by the Company’s independent accountants, Deloitte & ToucheGrant Thornton 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.

Information regarding the aggregate fees for the respective services billed or expected to be billed by Grant Thornton LLP for audit services provided for, and other services provided in, the years ended December 31, 2022 and 2021, is set forth below:

Audit Fees.  Audit fees billed or expected to be billed to the Company by Deloitte & ToucheGrant Thornton LLP for the audit of the financial statements and auditaudits of the effectiveness of our internal control over financial reporting included in the Company’s Annual Reports on Form 10-K, and reviews of the financial statements, included in the Company’s Quarterly Reports on Form 10-Q, for the years ended December 31, 20192022 and 20182021 totaled $3,167,798$2,088,887 and $3,254,932$1,875,819, respectively.

Audit-Related Fees.  TheFor the years ended December 31, 2022 and 2021, the Company was not billed by Deloitte & ToucheGrant Thornton LLP during the year ended December 31, 2019 or 2018 for any audit-related services (defined as services which are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the caption “Audit Fees” above). 

Tax Fees.  The Company was billed $621,050 and $935,100 by Deloitte Tax LLP (an affiliate of Deloitte & Touche LLP) for the years ended December 31, 2019 and 2018, respectively, for tax services, principally representing advice regarding the preparation of income tax returns and acquisition-related due diligence.

All Other Fees.  For the years ended December 31, 20192022 and 2018,2021, the Company was not billed $12,555 and $0 by Deloitte & ToucheGrant Thornton LLP, respectively, for tax services. The fees incurred for the year ended December 31, 2022 related to tax compliance work for one of the Company’s subsidiaries in Mexico.

All Other Fees.  For the years ended December 31, 2022 and 2021, the Company was billed $34,679 and $0 by Grant Thornton LLP, respectively, for services not covered in the three immediately preceding paragraphs. The other fees incurred during the year ended December 31, 2022 related to services in connection with a customs trade review.

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 the Company’s principal accountant.

Applicable law and regulations provide an exemption that permits certain services to be provided by the Company’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.

Miscellaneous2021 Change in Bel’s 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 SEC, 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 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 fiscal years ended December 31, 2019 and 2020, and the subsequent interim period through February 16, 2021, the date of Grant Thornton LLP’s appointment, 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.

Other Matters

At the time that this proxy statementthe Notice 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’s books and accounts for 2020,2023, the approval, on an advisory basis, of our executive compensation the approval of the Bel Fuse Inc. 2020 Equity Compensation Plan and a vote, on an advisory basis, on how often the shareholder proposal described in this proxy statement.Company will conduct an advisory vote on executive 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 recommendation of the Board or, in the absence of such a recommendation, in accordance with the best judgment of the persons voting them.

2024Annual Meeting; Shareholder Proposals and Nominations

Any shareholder proposals submitted, in reliance on Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in Bel Fuse Inc.’s proxy statement and form of proxy for our 2024 Annual Meeting of Shareholders, must be received by the Secretary at the principal office of the Company no later than December 12, 2023 in order to be considered for inclusion in our proxy statement and form of proxy. Such proposal must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy.

Our amended and restated by-laws state that a shareholder must provide timely written notice of any nominations of persons for election to our Board of Directors or any other proposal to be brought before the meeting together with supporting documentation. For our 2024 Annual Meeting of Shareholders, a shareholder’s notice shall be timely received by Bel Fuse’s Secretary at our principal executive office if received no later than February 23, 2024 and no earlier than January 24, 2024; provided, however, that in the event the 2024 Annual Meeting of Shareholders is scheduled to be held on a date more than 30 days before the anniversary date of the immediately preceding annual meeting of shareholders (the “Anniversary Date”) or more than 60 days after the Anniversary Date, a shareholder’s notice shall be timely if received by Bel Fuse’s Secretary at our principal executive office not earlier than the close of business on the 120^th day prior to the scheduled date of such annual meeting and not later than the close of business on the later of the 90^th day prior to the scheduled date of such annual meeting or the close of business on the 10^th day following the day on which public announcement of the date of such meeting is first made by Bel Fuse. Proxies solicited by our Board will confer discretionary voting authority with respect to these nominations or proposals, subject to the SEC’s rules and regulations governing the exercise of this authority. The Company’s Nominating and ESG Committee charter further describes the procedures for nominations to be submitted by shareholders and other third-parties.  (See “Board of Directors – Nominating and ESG Committee Matters.”).

Further, if you intend to nominate a director and solicit proxies in support of such director nominee(s) at the 2024 Annual Meeting of Shareholders, you must also provide the notice and additional information required by Rule 14a-19 to the Company at its principal executive office no later than March 25, 2024. This deadline under Rule 14a-19 does not supersede any of the timing requirements for advance notice under our amended and restated by-laws. The supplemental notice and information required under Rule 14a-19 is in addition to the applicable advance notice requirements under our amended and restated by-laws as described in this section and it shall not extend any such deadline set forth under our amended and restated by-laws.

Householding of Annual Meeting Materials

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single set of our proxy materials to any household at which two or more of our shareholders reside, if we or your broker believe that the shareholders are members of the same family. This practice, referred to as "householding," benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our annual reports, proxy statements and information statements. The practice of householding does not apply to the Notice. Once you receive notice from your broker or from us that communications to your address will be "householded," the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If a broker or other nominee holds your shares and (1) your household received a single set of proxy materials this year, but you would prefer to receive your own copy or you do not wish to participate in householding and would like to receive your own set of our proxy materials in future years or (2) you share an address with another shareholder and together both of you would like to receive only a single set of proxy materials, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

By OrderAdditionally, we will promptly deliver a separate copy of the Board of Directors                                                                                                                  

Craig Brosious, Secretarythis Proxy Statement to any householded shareholder upon written or oral request to: Bel Fuse Inc., 206 Van Vorst Street, Jersey City, New Jersey 07302, Attn.: Ms. Lynn Hutkin, or by phone at (201) 432-0463.

Dated: April 9, 2020Annual Report

A copy of the Company’sCompany’s Annual Report for the year ended December 31, 2019,2022, including our audited financial statements, accompaniesis being made available to our shareholders along with 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, 2019,2022, filed with the Securities and Exchange Commission, is available (excluding exhibits)on our Company’s website https://ir.belfuse.com/financial-information/sec-filings or, without cost to shareholders upon written request made to Mr. Jerry Kimmel,Ms. Lynn Hutkin, Vice President of Financial Reporting and Investor Relations, Bel Fuse Inc., 206 Van Vorst Street, Jersey City, New Jersey 07302. Exhibits to the Form10-Kwill be mailed upon similar request and payment of specified fees to cover the costs of copying and mailing such materials.

By Order of the Board of Directors                                                                                                                  

Lynn Hutkin, Secretary

Dated: April 10, 2023

Jersey City, New Jersey

APPENDIX A

Bel Fuse Inc. 2020 Equity Compensation Plan

BEL FUSE INC.

2020 EQUITY COMPENSATION PLAN

1.            Purposes of the Plan.  The purposes of this Bel Fuse Inc. 2020 Equity Compensation Plan (the “Plan”) are: to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees, Directors and Consultants, and to promote the success of the Company and any Parent or Subsidiary.  Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant.  Stock Awards, Unrestricted Shares and Stock Appreciation Rights may also be granted under the Plan.

2.            Definitions.  As used herein, the following definitions shall apply:

“Administrator” means a Committee which has been delegated the responsibility of administering the Plan in accordance with Section 4 of the Plan or, if there is no such Committee, the Board.

“Applicable Laws” means the requirements relating to the administration of equity compensation plans under the applicable corporate and securities laws of any of the states in the United States, U.S. federal securities laws, the Code, any stock exchange or quotation system on which the Class B Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

“Award” means an Option, a Stock Award, a Stock Appreciation Right and/or the grant of Unrestricted Shares.

“Board” means the Board of Directors of the Company.

“Cause”, with respect to any Service Provider, means (unless otherwise determined by the Administrator) such Service Provider’s (i) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company; (iii) personal dishonesty, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with the Service Provider’s duties; (v) chronic use of alcohol, drugs or other similar substances which affects the Service Provider’s work performance; or (vi) material breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Service Provider for the benefit of the Company, all as reasonably determined by the Committee, which determination will be conclusive.  Notwithstanding the foregoing, if a Service Provider and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement, advisory agreement or other similar agreement that specifically defines “cause,” then with respect to such Service Provider, “Cause” shall have the meaning defined in that employment agreement, consulting agreement, advisory agreement or other agreement.

“Change in Control Event” means the occurrence of any of the following events:

(a)          the consummation of any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Class A Common Stock or Class B Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the shares of the Company’s Class A Common Stock and Class B Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger; or

(b)          the consummation of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, other than to a subsidiary or affiliate; or

(c)          an approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or

(d)          any action pursuant to which any person (as such term is defined in Section 13(d) of the Exchange Act), corporation or other entity (other than the Company or any benefit plan sponsored by the Company or any of its subsidiaries) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of shares of capital stock entitled to vote generally for the election of directors of the Company (“Voting Securities”) representing more than fifty (50%) percent or more of the combined voting power of the Company’s then outstanding Voting Securities (calculated as provided in Rule 13d-3(d) in the case of rights to acquire any such securities), unless, prior to such person so becoming such beneficial owner, the Board shall determine that such person so becoming such beneficial owner shall not constitute a Change in Control Event; or

(e)          the individuals (A) who, as of the date on which this Plan is first adopted by the Board, constitute the Board (the “Original Directors”) and (B) who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two thirds of the Original Directors then still in office (such Directors being called “Additional Original Directors”) and (C) who thereafter are elected to the Board and whose election or nomination for election to the Board was approved by a vote of at least two thirds of the Original Directors and Additional Original Directors then still in office, cease for any reason to constitute a majority of the members of the Board.

“Class A Common Stock” means the Class A Common Stock, par value $.10 per share, of the Company or, if all of the outstanding shares of such class are converted into another class of common stock, the class into which such shares are converted.

“Class B Common Stock” means the Class B Common Stock, par value $.10 per share, of the Company or, if all of the outstanding shares of such class are converted into another class of common stock, the class into which such shares are converted.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the committee of the Board delegated with the authority to administer the Plan, or the full Board, as provided in Section 4 of the Plan. With respect to any decision relating to a Reporting Person, the Committee shall consist solely of two or more directors who are disinterested within the meaning of Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.  The fact that a Committee member shall fail to qualify under any of these requirements shall not invalidate an Award if the Award is otherwise validly made under the Plan.

“Company” means Bel Fuse Inc., a New Jersey corporation.

“Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity, other than an Employee or a Director.

“Director” means a member of the Board.

“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

“Employee” means any person, including officers and Directors, serving as an employee of the Company or any Parent or Subsidiary.  An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary or any successor.  For purposes of an Option initially granted as an Incentive Stock Option, if a leave of absence of more than three months precludes such Option from being treated as an Incentive Stock Option under the Code, such Option thereafter shall be treated as a Nonstatutory Stock Option for purposes of this Plan.  Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any date, the value of the Class B Common Stock determined as follows:

(i)           if the Class B Common Stock is listed on any established stock exchange or a national market system, including without limitation the NYSE Amex, NASDAQ Global Select Market, NASDAQ Global Market or the NASDAQ Stock Market, or any successor to any of them, the Fair Market Value of a Share of Class B Common Stock shall be the closing sales price of a Share of Class B Common Stock as quoted on such exchange or system for such date (or the most recent trading day preceding such date if there were no trades on such date), as reported in The Wall Street Journal or such other source as the Committee deems reliable, including without limitation, Yahoo! Finance;

(ii)          if the Class B Common Stock is regularly quoted by a recognized securities dealer but is not listed in the manner contemplated by clause (i) above, the Fair Market Value of a Share of Class B Common Stock shall be the mean between the high bid and low asked prices for the Class B Common Stock for such date (or the most recent trading day preceding such date if there were no trades on such date), as reported in The Wall Street Journal or such other source as the Committee deems reliable, including without limitation Yahoo! Finance; or

(iii)        if neither clause (i) above nor clause (ii) above applies, the Fair Market Value shall be determined in good faith by the Administrator based on the reasonable application of a reasonable valuation method.

“Grant Agreement” means an agreement between the Company and a Participant evidencing the terms and conditions of an individual Option or Stock Appreciation Right grant.  Each Grant Agreement shall be subject to the terms and conditions of the Plan.

“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

“Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

“Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of an individual Option grant, Stock Award grant or grant of Unrestricted Shares or Stock Appreciation Rights.  The Notice of Grant applicable to Stock Options or Stock Appreciation Rights shall be part of the Grant Agreement.

“Option” means a stock option granted pursuant to the Plan.

“Optioned Stock” means the Class B Common Stock subject to an Option.

“Optionee” means the holder of an outstanding Option granted under the Plan.

“Outside Director” means a director of the Board who is not an employee of the Company or a Subsidiary.

“Parent” means a “parent corporation” of the Company (or, for purposes of Section 16(b) of the Plan, a successor to the Company), whether now or hereafter existing, as defined in Section 424(e) of the Code.

“Participant” shall mean any Service Provider who holds an Option, Restricted Stock, a Stock Award, Unrestricted Shares or a Stock Appreciation Right granted or issued pursuant to the Plan.

“Reporting Person” means an officer, director or greater than ten percent stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to such Rule 16b-3, as such rule is in effect when discretion is being exercised with respect to the Plan.

“Section 16(b)” means Section 16(b) of the Exchange Act.

“Service Provider” means an Employee, Director or Consultant.

“Share” means a share of the Class B Common Stock, as adjusted in accordance with Section 16 of the Plan.

“Stock Appreciation Right” means a right awarded pursuant to Section 14 of the Plan.

“Stock Award” means an Award of Shares pursuant to Section 11 of the Plan or an award of Restricted Stock Units pursuant to Section 12 of the Plan.

“Stock Award Agreement” means an agreement, approved by the Administrator, providing the terms and conditions of a Stock Award.

“Stock Award Shares” means Shares subject to a Stock Award.

“Stock Awardee” means the holder of an outstanding Stock Award granted under the Plan.

“Subsidiary” means a “subsidiary corporation” of the Company (or, for purposes of Section 16(b) of the Plan, a successor to the Company), whether now or hereafter existing, as defined in Section 424(f) of the Code.

“Unrestricted Shares” means a grant of Shares made on an unrestricted basis pursuant to Section 13 of the Plan.