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 ☐

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

BEL FUSE INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
_____________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
_____________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11 (a) (2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.0-11.

(1) Amount Previously Paid:
____________________________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________________________
(3) Filing Party:
____________________________________________________________
(4) Date Filed:
____________________________________________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

OF

BEL FUSE INC.

TO BE HELD TUESDAY, MAY 24, 2022

To our Shareholders:

NOTICE IS HEREBY GIVEN that the 20212022 Annual Meeting of Shareholders (the “Annual Meeting”) of Bel Fuse Inc. (“Bel” or the “Company”) will be held on Tuesday, May 18, 2021,24, 2022, at 11:00 a.m. local time.  Due to ongoing public health concerns associated with the COVID-19 pandemic and for the health and well-being of our shareholders, directors, management and associates, the Annual Meeting will be held online in a virtual meeting format as described below. by remote communication.  Shareholders who wish to attend the virtual meeting may register at https://www.cstproxy.com/belfuse/2022 using the control number provided on your Notice of Internet Availability of Proxy Materials.

The Annual Meeting will be held for the following purposes:

DueIf 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”).

The E-Proxy Notice, which contains instructions on how to access the notice of annual meeting, proxy statement and annual report on the Internet and, for 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 about April 14, 2022.  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 31, 2022 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 31, 2022 will be able to vote and ask questions during the Annual Meeting.

We thank you for your interest in our Company and look forward to your participation at our Annual Meeting.

By Order of the Board of Directors

LYNN HUTKIN, Secretary

Jersey City, New Jersey

April 14, 2022                            

__________________

YOUR VOTE IS IMPORTANT.WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, 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 AT THE MEETING.

THIS NOTICE AND THE ACCOMPANYING PROXY STATEMENT ARE FURNISHED TO THE HOLDERS OF THE COMPANY’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’S CERTIFICATE OF INCORPORATION, AS AMENDED.

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 14, 2022, 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 24, 2022:

Our proxy materials including our Notice of Internet Availability of Proxy Materials, Proxy Statement for the 2022 Annual Meeting, our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and proxy card are available on the Internet at

https://www.cstproxy.com/belfuse/2022

Table of Contents

BEL FUSE INC.

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 24, 2022

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 2022 Annual Meeting of Shareholders (the “Annual Meeting”), including at any adjournments thereof.  The Annual Meeting will be held on Tuesday, May 24, 2022 at 11:00 a.m. local time.  Please be advised that due to ongoing public health concerns associated with the COVID-19 pandemic and for the health and well-being of our shareholders, directors, management and associates, the Annual Meeting will be held online in a virtual format by remote communication.  You may register for the virtual meeting by visiting https://www.cstproxy.com/belfuse/2022 using the control number provided on your E-Proxy Notice.  A Notice of Internet Availability of Proxy Materials (or “E-Proxy Notice”) is first being sent to shareholders on or about April 14, 2022.

The Board of Directors has fixed the close of business on March 31, 2022 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 proxy materials, holders of record of our Class A Common Stock as of the close of business on March 31, 2022 will be able to vote and ask questions during the Annual Meeting.  If you are a Class A shareholder of record, you can vote by following the 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”).  As a result, pursuant to the E-Proxy Notice which is first being sent to shareholders on or about April 14, 2022 as described above, we are furnishing this proxy statement to shareholders and, as to holders of the Class A Common Stock, the form of 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 14, 2022, 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 24, 2022:

Our proxy materials including our Notice of Internet Availability of Proxy Materials, Proxy Statement for the 2022 Annual Meeting, our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and proxy card are available on the Internet at

https://www.cstproxy.com/belfuse/2022

About the Annual Meeting

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

A:    You will be asked to vote on the following proposals:

Q:How are the proxy materials being delivered?

A:   The Notice of 2022 Annual Meeting of Shareholders, this Proxy Statement, the Company’s 2021 Annual Report on Form 10-K and the proxy card (or voting instruction form) are referred to as our “proxy materials.”  Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials to certain shareholders over the Internet. Most shareholders are receiving by mail a Notice of Internet Availability of Proxy Materials (an “E-Proxy Notice”), which provides general information about the Annual Meeting; the matters to be voted on at the Annual Meeting; the website where our proxy statement and annual report are available for review, downloading and printing; and for our Class A shareholders, instructions on how to submit proxy votes.

To request paper copies of, or an e-mail with links to the electronic versions of, the proxy materials for the Annual Meeting or future annual meetings, please contact us on or before May 13, 2022 to facilitate a timely delivery in one of the following manners:

Q:How can I attend the Annual Meeting?

A:    To participate in the Annual Meeting by voting and/or asking questions, record and beneficial owners of our Class A Common Stock should visit https://www.cstproxy.com/belfuse/2021.2022.  Shareholders of record can enter the 12-digit control number included on your E-Proxy Notice (or on your proxy card, or on the instructions that accompany your proxy materials.if you requested delivery of paper materials).  If you do not have your control number, you may contact Continental Stock Transfer at 917-262-2373 or by e-mail at proxy@continentalstock.com. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact Continental Stock Transfer at least 72 hours in advance of the Annual Meeting to obtain a legal proxy.  Once you have your legal proxy, contact Continental Stock Transfer at the above-noted phone number or e-mail address to have a control number generated.  Interested persons may also access the Annual Meeting (listen-only) by dialing +1 877-770-3647800-450-7155 (toll-free) within the United States and Canada or by dialing +1 312-780-0854857-999-9155 (standard rates apply) outside the United States and Canada.  The passcode for telephone access is 31894212#.1816389#.

If you are a Class A stockholder of record, you can vote by:

• virtually attending the Annual Meeting and voting during the meeting;

• signing, dating and mailing in your proxy card; or

• visiting www.cstproxy.com/belfuse/2021 and following the instructions.

If you vote on the Internet before the Annual Meeting, you do not need to return your proxy card or voting instruction card.  Internet voting for stockholders will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 17, 2021.

For shareholders logging into the website, you may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. If you wish to submit a question, you may do so during the meeting by logging into the meeting website, typing your question into the chat box field, and clicking “Submit.”

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call (917) 262-2373. Technical support will be available beginning at 9:00 a.m. Eastern Time on May 18, 202124, 2022 and will remain available until the meeting has ended.

AsFor purposes of this date, a state of emergency isproxy statement, presence in effectperson at the Annual Meeting will mean participation in the State of New Jersey relating toAnnual Meeting virtually by remote communications.

Q:What is the COVID-19 pandemic. Bel is permitted to hold a virtual meeting of shareholders under New Jersey law so long as a state of emergency remains in effect. In the event that the state of emergency is lifted prior to therecord date fixed for the Annual Meeting, and itwho is not, therefore, then legally permissibleentitled to hold a completely virtual annual meeting under New Jersey law, we will announce alternative arrangements forvote at the Annual Meeting as promptly as practicable. Any such change will be announced via press release and website posting, as well as the filing of additional proxy materials with the Securities and Exchange Commission.Meeting?

A:The Board of Directors has fixed the close of business on March 23, 202131, 2022 as the date for determining the shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting.  As described in the enclosed proxy materials, holders of record of our Class A Common Stock as of the close of business on March 23, 202131, 2022 will be able to vote and ask questions during the Annual Meeting.

We thank you for your interest in our Company and look forward to your participation at our Annual Meeting.

                                                                                                                        By Order of the Board of Directors

                                                                                                                        CRAIG BROSIOUS, Secretary

Jersey City, New Jersey

April 8, 2021

---------------------

WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.

THIS NOTICE AND THE ACCOMPANYING PROXY STATEMENT ARE FURNISHED TO THE HOLDERS OF THE COMPANY’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’S CERTIFICATE OF INCORPORATION, AS AMENDED.

BEL FUSE INC.

--------------------------

PROXY STATEMENT

--------------------------

The following statement is furnished to the holders of the Class A Common Stock, par value $0.10 per share (the “Class 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 2021 Annual Meeting of Shareholders (the “Annual Meeting”).  The Annual Meeting will be held on Tuesday, May 18, 2021 at 11:00 a.m., online in a virtual meeting format as described below.

Due to ongoing public health concerns associated with the COVID-19 pandemic and for the health and well-being of our shareholders, directors, management and associates, the Annual Meeting will be held online in a virtual format by remote communication.

To participate in the Annual Meeting by voting and/or asking questions, record and beneficial owners of our Class A Common Stock should visit https://www.cstproxy.com/belfuse/2021.  Shareholders of record can enter the 12-digit control number included on your proxy card, or on the instructions that accompany your proxy materials. If you do not have your control number, you may contact Continental Stock Transfer at 917-262-2373 or by e-mail at proxy@continentalstock.com. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact Continental Stock Transfer at least 72 hours in advance of the Annual Meeting to obtain a legal proxy.  Once you have your legal proxy, contact Continental Stock Transfer at the above-noted phone number or e-mail address to have a control number generated.  Interested persons may also access the Annual Meeting (listen-only) by dialing +1 877-770-3647 (toll-free) within the United States and Canada or by dialing +1 312-780-0854 (standard rates apply) outside the United States and Canada. The passcode for telephone access is 31894212#.

If you are a Class A stockholdershareholder of record, you can vote by following the instructions in your E-Proxy Notice.

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 shares are entitled to vote, and what vote is required to approve each proposal?”, below.

Q:How do I vote my shares?

A:     If you are a Class A shareholder of record, you can vote by:

• virtually attending the Annual Meeting and voting during the meeting;

●

Internet - If you wish to vote using the Internet, you can access at the webpage at https://www. cstproxy.com/belfuse/2022 and follow the on-screen instructions or scan the QR code on your E-Proxy Notice with your smartphone.  Please have your E-Proxy Notice or proxy card available when you access the webpage.  If you vote on the Internet before the Annual Meeting, you do not need to return your proxy card or voting instruction card. Internet voting for shareholders will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 23, 2022.

• signing, dating and mailing in your proxy card; or

●

Mail - The E-Proxy Notice provides instructions on how you can request a paper copy of the proxy materials.  If you have received a paper proxy card and wish to vote by mail, please sign your name exactly as it appears on your proxy card, date and mail your proxy card in the enclosed envelope.  The envelope requires no additional postage if mailed in the United States.  Please mail in time to be received by May 23, 2022 at 5:00 pm Eastern Time.

• visiting www.cstproxy.com/belfuse/2021 and following the instructions.

If you vote on the Internet before the Annual Meeting, you do not need to return your proxy card or voting instruction card. Internet voting for stockholders will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 17, 2021.

●

At the Virtual Meeting - You may attend the Annual Meeting virtually and once logged in, you will be able to vote online during the Annual Meeting.  If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor from the holder of record to be able to attend and vote at the meeting, as described below.  If you submit a proxy and then wish to change or vote at the virtual meeting, you will need to revoke the proxy that you have submitted, as described below.

For shareholders logging into the website, you may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. If you wish to submit a question, you may do so during the meeting by logging into the meeting website, typing your question into the chat box field, and clicking “Submit.”

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call (917) 262-2373. Technical support will be available beginning at 9:00 a.m. Eastern Time on May 18, 202124, 2022 and will remain available until the meeting has ended.

As of this date, a state of emergency is in effect in the State of New Jersey relating to the COVID-19 pandemic.  Bel is permitted to hold a virtual meeting of shareholders under New Jersey law so long as a state of emergency remains in effect.  In the event that the state of emergency is lifted prior to the date fixed for the Annual Meeting, and it is not, therefore, then legally permissible to hold a completely virtual annual meeting under New Jersey law, we will announce alternative arrangements for the Annual Meeting as promptly as practicable.  Any such change will be announced via press release and website posting, as well as the filing of additional proxy materials with the Securities and Exchange Commission.

For purposes of this proxy statement, presence in person at the Annual Meeting will mean participation in the Annual Meeting virtually by remote communications.

The Board of Directors has fixed the close of business on March 23, 2021 as the date for determining the shareholders of record entitled to receive notice of, and to

Q:How do I vote at, the Annual Meeting.  As describedmy shares if they are registered in the enclosedname of my broker (or “street name”)?

A:    If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” You should have received proxy materials holders of record of our Class A Common Stock as ofand voting instructions from your broker, bank or other agent rather than directly from us.  You should follow the close of business on March 23, 2021 will be ableinstructions provided by that organization to ensure that your vote and ask questions during the Annual Meeting.is counted.

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 entitledIf 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 accordance with Bel’s Certificateadvance of Incorporation, as amended (the “Certificate of Incorporation”).  This proxy statement and, as to holders of the Class A Common Stock, the enclosed form of proxy, are first being sent to shareholders on or about April 8, 2021. 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.

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholdersfor 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 be held on May 18, 2021:  This proxy statement and our annual report are available at https://www.cstproxy.com/belfuse/2021.have a control number generated. 

Voting; Revocation of ProxiesQ:Can I change my vote after I return my proxy card?What if I return my signed proxy card but do not provide instructions on how to vote?

A:A form of proxy is enclosedfurnished for use at the Annual Meeting if a shareholder is unable to attend in person by participating virtually.  Each proxy may be revoked at any time before it is exercised by giving written notice to the secretary of the meeting.  A subsequently dated proxy will, if properly presented, revoke a prior proxy. Any shareholder may attend the meeting by participating virtually and vote in person whether or not he has previously given a proxy.  All shares represented by valid proxies pursuant to this solicitation (and not revoked before they are exercised) will be voted as specified in the form of proxy.  If a proxy is signed but no specification is given, the shares will be voted “FOR” the Board’s nominees to the Board of Directors, “FOR” the ratification of the designation of Grant Thornton LLP to audit Bel’s books and accounts for 2021,2022, and “FOR” the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers.

Proxy SolicitationQ:Who will bear the costs of soliciting proxies?

A: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:How does the Board Recommendationsrecommend that I vote my shares?

A:The Board of Directors recommends that you vote “FOR” the Board’s nominees, “FOR” the ratification of the designation of Grant Thornton LLP to audit Bel’s books and accounts for 2021,2022, and “FOR” the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers. With respect to any other matters that properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion in the best interests of the Company. As of the date of this proxy statement, the Board of Directors had no knowledge of any business other than the proposals described in this proxy statement that would be presented for consideration at the Annual Meeting.

Vote Required; Shares Entitled To Vote; Principal ShareholdersQ: What constitutes a quorum for purposes of the Annual Meeting, what shares are entitled to vote, and what vote is required to approve each proposal?

A:   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 affirmative vote of a plurality of the shares of Class A Common Stock represented and entitled to vote at the Annual Meeting and approval of Proposal 2 (ratification of the designation of Grant Thornton LLP to audit Bel’s books and accounts for 2021)2022) will require the affirmative vote of a majority of the votes cast with respect to such proposal.  With respect to Proposal 3, the affirmative vote of a majority of the votes cast will constitute the shareholders' non-binding approval of the advisory vote on our named executive officers' compensation.  For purposes of determining the votes cast with respect to any matter presented for consideration at the Annual Meeting, only those cast “for” 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.  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, the brokers, as the holders of record, are permitted to vote on “routine” matters, which typically include the ratification of the independent auditors, but not on non-routine matters. Holders of Class A Common Stock are not entitled to cumulative voting in the election of directors.

Holders of record of the Class A Common Stock at the close of business on March 23, 202131, 2022 (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 2,144,912 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, such shareholder beneficially owned in the aggregate 409,600 shares of Class A Common Stock on the record date.  Accordingly, a total of 1,735,312 shares of Class A Common Stock will be entitled to vote at the Annual Meeting, each of which will be entitled to one vote on all matters to come before the meeting.

The Company’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 and Dimensional Fund Advisors 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, 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”. 

________________

2022 Annual Meeting; Nominations

Shareholders intending to present proposals at the 2022 Annual Meeting of Shareholders must deliver their written proposals to the Company no later than December 9, 2021 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, 2022 and no earlier than January 18, 2022 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.”)

PROPOSAL 1

ELECTION OF DIRECTORS

Our 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.  The Board currently consists of eightnine directors. At the Annual Meeting, the holders of the Class A Common Stock will elect three directors for three-year terms.terms and one director for a one-year term.  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 Daniel Bernstein, Peter Gilbert and Vincent Vellucci for election as directors at the Annual Meeting, each for a term of office expiring in 2025, and has nominated Jacqueline Brito for election as director at the Annual Meeting for a term of office expiring in 2023.

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, 20212022 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 DIRECTORS FOR A TERM TO EXPIRE AT THE 2025 ANNUAL MEETING

NOMINEE FOR DIRECTOR FOR A TERM TO EXPIRE AT THE 20242023 ANNUAL MEETING

CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2024ANNUAL MEETING

CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2023ANNUAL MEETING

CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 2022 ANNUAL MEETING

Board Qualifications 

The Company’s Board intends to consider diversity as a factor in new board membership as vacancies on the Board occur.  See “Board Diversity,” below.  The Board 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 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 35 years of service to the Company, and the leadership he has demonstrated as President (since June 1992), Chief Executive Officer (since May 2001) and through his prior positions with the Company as Vice President of Operations and Director of Sales for the Fuse Division, coupled with his achievement of an MBA degree from Baruch College, led the Board to conclude that this 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 an $800 million technology company.  Mr. Nowling holds a B.S. degree in Economics (magna cum laude) from the University of Pennsylvania's Wharton School of Business and is a CPA in the State of New York.

Mr. Segall has an extensive background in mergers and acquisitions, including his experience as the Senior Managing Director and founder of Kidron Corporate Advisors LLC, a mergers and acquisitions corporate advisory boutique firm.  Mr. Segall received an AB in History from Columbia College, Columbia University and a JD from New York University School of Law.  His financial and investment banking experience, his educational background and the fact that he is an attorney all led the Board to conclude that 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, 20212022 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. Tuweiq was appointed as the Company's Chief Financial Officer effective February 15, 2021.  Since July 29, 2021, Mr. Tuweiq has additionally served as the Company’s principal financial officer for purposes of the rules and regulations of the Securities and Exchange Commission, 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 in the Electronic Components sector, including manufacturers of connectors, passives and magnetics, on Mergers & Acquisitions and capital raising.  Previously, Mr. Tuweiq worked at Schneider Electric, a public multinational energy efficiency and automation provider, in its North American headquarters within the FP&A group focused on budgeting, forecasting, and business planning.  Prior to that, he worked at Ernst and Young, within the audit group, serving public and private manufacturing and financial companies.  During his tenure, he worked on various audits, review of Securities and Exchange Commission 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.

Mr. Brosious has 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, responsible for financial and internal control audits of the North American locations. In 1984, he joined Ferranti International, a global provider of defense and security systems and technology, as Cost Accounting Manager, and later, was promoted to Controller of the Defense Systems Division.  He joined the ESCOD Industries division of Insilco Corporation as the Controller in 1994, and in 1998 was appointed the Controller of the Stewart Connector Systems division.  In 2000, he was promoted to Director of Finance of the Insilco Technologies Group, the parent company of Stewart and ESCOD, a position he held until Bel's acquisition of the group in 2003.  Since that time, Mr. Brosious has been responsible for Bel's financial accounting operations at Bel locations worldwide, and has been active in Bel's M&A activities and tax strategy development.  In May 2017, Mr. Brosious was named Vice President of Finance, Treasurer and Secretary.

Mr. Ackerman joined the Company in 1986 and has held the positions of Customer Service Manager, Sales Manager, Purchasing Manager and Operations Manager.  In 2001, he was named Vice President of Operations and in June 2014, he was named President of Bel Power Solutions, Inc.  In addition, Mr. Ackerman is currently a director of BPS Asia Pacific Electronics (Shenzhen) Co., Ltd., Bel Transformer Inc., Bel Power Solutions Inc., Bel Power Solutions GmbH, Bel Power Inc., and Dongguan Transpower Electric Products Company Limited.  Mr. Ackerman has an MBA degree from Fairleigh Dickinson University.

Mr. Cheung joined the Company in 1990 and has served as a Regional Sales Manager and as Director of Sales for Asia.  In October 2007, he was appointed Vice President Asia Operations.  Mr. Cheung is currently a director of Bel Fuse (Macao Commercial Offshore) Limited and TRP Connector B.V.  Prior to joining the Company, Mr. Cheung worked as a Design and Project Engineer at Astec Power Computer Products, and as a Technical Sales Manager at Asian Sources Magazine. 

Mr. Bittner began his career in 1991 at Stewart Connector Systems.  He joined Insilco Technologies, Stewart Connector’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.

Ms. Urban was appointed as the Company's Vice President of Human Resources effective October 30, 2020.  She is a certified member of HRCI and is also active with SHRM, a Washington, D.C.-based think tank for HR professionals. Ms. Urban had been Director of Human Resources for Bel's Cinch Connectivity and Bel Power Solutions businesses since 2014, when she joined the Company through Bel’s acquisition of Emerson Network Power Connectivity Solutions from Emerson Electric, where she was Director of Human Resources since 2007. Prior to that she had been with Stratos ElectricInternational since 2000, also as Director of Human Resources, through its acquisition by Emerson Electric. Prior to that she was Manager of Human Resources for Methode Electronics going back to 1987. She earned a BA in Human Resources Management at DePaul University in Chicago.

Beneficial Ownership of the Company’sCompany’s Stock

The following table sets forth certain information regarding the ownership of Bel’s Class A Common Stock and Class B Common Stock as of March 23, 202131, 2022 by (a) each director and nominee, (b) the Company’s Chief Executive Officer, and our fourChief Financial Officer, our three other most highly compensated executive officers for 2020serving at December 31, 2021 and our former principal financial officer who retired during 2021 (these fivesix persons are referred to herein as the “Named Officers” or the “named executive officers”) and (c) all directors and current executive officers as a group.  Unless otherwise stated in the footnotes following the table, the nominees, directors and Named Officers listed in the table have sole power to vote and dispose of the shares which they beneficially owned as of March 23, 2021.31, 2022.  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 Securities and Exchange Commission 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, 2021, except for one Form 4 filed on behalf of Mr. Tuweiq 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 June 1, 2021 due to administrative oversight.

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following table sets forth, for the years ended December 31, 20202021 and 2019,2020, a summary of the compensation earned by our Chief Executive Officer, and our fourChief Financial Officer, our three other most highly compensated executive officers serving at December 31, 2020.2021 and our former principal financial officer who retired during 2021.  In this proxy statement, we refer to these fivesix individuals as the “Named Officers” or the “named executive officers”.  

SUMMARY COMPENSATION TABLE

In 2020,2021, directors who were executive officers of the Company did not receive directors’ fees.  In 2020,2021, directors of the Company’s foreign subsidiaries did not receive a retainer or meeting fees.

The Board of Directors; Committees of the Board

Since the adoption of the Sarbanes-Oxley Act in July 2002, there has been a growing public and regulatory focus on the independence of directors.  NASDAQ has adopted amendments to its definition of independence.  Additional requirements relating to independence are imposed by the Sarbanes-Oxley Act with respect to members of the Audit Committee.  As noted below, the Board has determined that the members of the Audit Committee satisfy all such definitions of independence.  The Board has also determined that the following members of the Board satisfy the NASDAQ definition of independence: Peter Gilbert, John F. Tweedy, Mark B. Segall, 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 2020,2021, the Board held four meetings.

Bel’s Board has an Executive Committee, a Compensation Committee, an Audit Committee, a Nominating Committee and a Succession Committee.  The Executive Committee is 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 Committee is comprised of John F. Tweedy, Vincent Vellucci and Mark Segall; the Succession Committee is comprised of Peter Gilbert and John F. Tweedy; and the Compensation Committee is comprised of Peter Gilbert and Mark Segall. 

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

The Compensation Committee is charged with the responsibility of administering the Company’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 qualifies as 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, whose purpose is to develop a succession plan for Bel's senior executives. The committee implemented a plan to identify and prepare individuals for positions and responsibilities they would need to assume either in the case of an emergency or under an orderly transition. The Succession Committee has identified and presented to the Board current members of Bel's management team that have the qualifications to fill the position of Chief Executive Officer. These candidates have been working with the current Chief Executive Officer, as well as other members of the Board, to become knowledgeable about all aspects of the position. The committee has also made recommendations with regard to the configuration of the Board in the event the current Chief Executive Officer is no longer able to hold his position on the Board.

During 2020,2021, the Executive Committee held noone meetings, the Audit Committee held eight meetings, the Compensation Committee held three meetings, the Nominating Committee held threeone meeting and the Succession Committee held four meetings.  Each Director attended at least 75% of the aggregate of the Board and committee meetings on which he served in 2020.2021.

Board Leadership Structure and Role in Risk Oversight  

Our President, Daniel Bernstein, also serves as Chief Executive Officer of the Company. Additionally, Peter Gilbert serves as the independent Lead Director. Among other things, the Lead Director convenes and chairs regular and special executive sessions of the independent directors and serves as liaison between the independent directors and our President/Chief Executive Officer. We believe that our leadership structure allows the Board to have better control of the direction of management, while still retaining independent oversight. 

The Board’s role in our risk oversight process includes receiving regular reports from members of management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic risks. The full Board or the appropriate committee receives these reports from management to enable it to understand our risk identification, risk management and risk mitigation strategies. When a committee receives the report, the chairman of the relevant committee reports on the discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Nominating Committee Matters

Nominating Committee Charter. The Board has adopted a Nominating Committee charter to govern its Nominating Committee.  A copy of the charter is set forth on the Company’s website, www.belfuse.com, under the Investor Information tab.

Independence of Nominating Committee Members.  All members of the Nominating 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.

Procedures for Considering Nominations Made by Shareholders.  The Nominating 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 90th day nor earlier than the close of business on the 120th 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 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th 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 Committee to determine whether the candidate or candidates satisfy the criteria established pursuant to the charter for director candidates.

Qualifications. The charter describes the minimum qualifications for nominees and the qualities or skills that are necessary for directors to possess.  Each nominee:

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 Committee’s charter provides that there will be no differences in the manner in which the Nominating 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:

Third-Party Recommendations. In connection with the 20202021 Annual Meeting, the Nominating 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 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.

Audit Committee Matters

Audit Committee Charter.  The Audit Committee performed its duties during 20202021 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.

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, 2020:2021:

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 2020.2021.

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.

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

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 typically do not involve consultants in establishing the compensation of our associates or directors, other than attorneys who assist us in the drafting of benefit plans and comparable arrangements.

Shareholder Communication with the Board

The Board of Directors has established a procedure that enables shareholders to communicate in writing with members of the Board. Any such communication should be addressed to the Company’s Secretary and should be sent to such individual c/o Bel Fuse Inc., 206 Van Vorst Street, Jersey City, New Jersey 07302. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Shareholders may also communicate with the Board by directing communications through the Corporate Secretary by following instructions on the Company’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. SevenFive of the then-incumbent nineeight members of the Board attended the Company’s 20202021 annual meeting of shareholders.

PROPOSAL 2

RATIFICATION OF THE DESIGNATION OF GRANT THORNTONLLP TO
AUDIT BEL’SBEL’S BOOKS AND ACCOUNTS FOR 20212022

The Audit Committee has selected Grant Thornton LLP to audit Bel’s books and accounts for the year ending December 31, 20212022 and will offer a resolution at the meeting for shareholders to ratify the designation. Although shareholder ratification is not required, the designation of Grant Thornton LLP is being submitted for ratification at the 20212022 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.

Additional Information Regarding Change of Independent Auditor 

As previously disclosed in Bel’s Current Report on Form 8-K filed on February 19, 2021, as amended by Bel’s Current Report on Form 8-K/A filed on March 12, 2021, on February 16, 2021, upon the approval of the Audit Committee, the Company appointed Grant Thornton LLP as the Company’s new independent registered public accounting firm for the Company’s first quarter ending March 31, 2021 and its fiscal year ending December 31, 2021.  On February 16, 2021, the Company, upon the approval of the Audit Committee, notified Deloitte & Touche LLP, the Company’s then-current independent registered public accounting firm, that it would be dismissed from that position upon completion of Deloitte & Touche LLP’s audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2020.  Deloitte & Touche LLP served as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020.  On March 12, 2021, when the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 with the Securities and Exchange Commission, Deloitte & Touche LLP completed its audit of the Company’s consolidated financial statements for such fiscal year, and the Company’s retention of Deloitte & Touche LLP as its independent registered public accounting firm with respect to the audit of the Company’s consolidated financial statements ended as of that date.

During the Company’s two most recent fiscal years ended December 31, 2019 and 2020, and the subsequent interim period through March 12, 2021, the effective date of Deloitte & Touche LLP’s dismissal: (i) the Company did not have any disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Deloitte & Touche LLP’s satisfaction, would have caused Deloitte & Touche LLP to make reference to the subject matter of disagreement in connection with their reports on the Company’s consolidated financial statements; and (ii) there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.  Deloitte & Touche LLP’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2019 and 2020 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two most recent fiscal years ended December 31, 20202019 and 2019,2020, 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.

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

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 take the outcome of the vote into account when making future executive compensation decisions.

Our compensation program is designed to motivate our executive officers to enhance long-term 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, as disclosed in the Company’s 20212022 proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED.”

OTHER MATTERSMISCELLANEOUS ITEMS

Relationship With Independent Public Accountants

Grant Thornton LLP, independent certified public accountants, has been selected by the Audit Committee to audit and report on Bel’s financial statements for the year ending December 31, 2021.2022.

Representatives of both Grant Thornton LLP and Deloitte & Touche LLP (Bel's independent auditors for the 2022 and 2021 fiscal year ended December 31, 2020)years) are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire.  The representatives 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, Grant Thornton LLP (with regard to the year ended December 31, 2021) and Deloitte & Touche LLP (with regard to the year ended December 31, 2020), are approved in advance by the Audit Committee, including the proposed fees for such work.  The Audit Committee is informed of each service actually rendered.

With the change in the Company’s audit firm, we will begin reporting fees paid to Grant Thornton LLP in next year’s proxy statement for Bel’s 2022 annual meeting.  Information regarding the aggregate fees for the respective services billed or expected to be billed by (i) Grant Thornton LLP for audit services provided for, and other services provided in, the year ended December 31, 2021, and (ii) by Deloitte & Touche LLP, our former independent auditor, for itsaudit services provided for, 2020 and 2019other services provided in, the year ended December 31, 2020, is set forth below:

Audit Fees.  Audit fees billed or expected to be billed to the Company by Grant Thornton LLP and  Deloitte & Touche LLP for the audittheir respective audits 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, 2021 and 2020 totaled $1,875,819 and 2019 totaled $3,107,521 and $3,167,798 respectively.

Audit-Related Fees.  The Company was not billed by Grant Thornton LLP or Deloitte & Touche LLP during the year ended December 31, 20202021 or 20192020 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.  During the year ended December 31, 2021, the Company was not billed by Grant Thornton LLP for any tax services.  The Company was billed $667,000 and $621,050 by Deloitte Tax LLP (an affiliate of Deloitte & Touche LLP) for the yearsyear ended December 31, 2020 and 2019, 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, 20202021 and 2019,2020, the Company was not billed by Grant Thornton LLP or Deloitte & Touche LLP, respectively, for services not covered in the three immediately preceding paragraphs.

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.

Miscellaneous

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 Grant Thornton LLP to audit Bel’s books and accounts for 20212022 and the approval, on an advisory basis, of our 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.

2023Annual Meeting; Shareholder Proposals and Nominations

Shareholders intending to present proposals at the 2023 Annual Meeting of Shareholders must deliver their written proposals to the Company no later than December 15, 2022 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 23, 2023 and no earlier than January 24, 2023 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.”)  In addition to satisfying the foregoing requirements outlined in the Company’s Nominating Committee charter and under the Company’s bylaws, to comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than Bel Fuse nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 27, 2023.                                                                                                    

By Order of the Board of Directors                                                                                                                  

Craig Brosious,Lynn Hutkin, Secretary

Dated: April 8, 202114, 2022

Jersey City, New Jersey

A copy of the Company’sCompany’s Annual Report for the year ended December 31, 2020,2021, including financial statements, accompanies this proxy statement.The Annual Report is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made.

A copy of the Company’sCompany’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, 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 Ms. Lynn Hutkin, Bel Fuse Inc., 206 Van Vorst Street, Jersey City, New Jersey 07302.

Important Notice Regarding the Internet Availability of Proxy

Materials for the Annual Meeting of Shareholders to be held May 18, 202124, 2022

The 20212022 Proxy Statement and the 20202021 Annual Report to

Shareholders are available at:

https://www.cstproxy.com/belfuse/20212022

PROXY

BEL FUSE INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS,

MAY 18, 2021

24, 2022

The undersigned hereby appoints John F. Tweedy and Farouq Tuweiq, and each of them, attorneys and proxies, with power of substitution in each of them, to vote for and on behalf of the undersigned at the annual meeting of the shareholders of the Company to be held on May 18, 2021,24, 2022, and at any adjournment thereof, upon matters properly coming before the meeting, as set forth in the related Notice of Meeting and Proxy Statement, both of which have been received by the undersigned.  Without otherwise limiting the general authorization given hereby, said attorneys and proxies are instructed to vote as follows:

(Continued, and to be marked, dated and signed, on the other side)

YOUR VOTE IS IMPORTANT.  PLEASE VOTE TODAY.

Vote by Internet - QUICK *** EASY
IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail