SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Check the appropriate box:
[X]x]Preliminary Proxy Statement[_]  ]Soliciting Material Under Rule 14a-12
[_] ]Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] ]Definitive Proxy Statement
[_] ]Definitive Additional Materials

Vishay Precision Group, Inc.
VISHAY PRECISION GROUP, 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):
[x]X]No fee required.
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PRELIMINARY COPIES,DATED APRIL 8,2011PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED [________, 2023]

VISHAY PRECISION GROUP, INC.

3 GREAT VALLEY PARKWAY

SUITE 150

MALVERN, PENNSYLVANIA 19355
 
April 19, 2011[ ], 2023
 
Dear Stockholder:
 
You are cordially invited to attend the 20112023 Annual Meeting of Stockholders of Vishay Precision Group, Inc., to be held at 10:9:00 a.m., local time, on Thursday, June 2, 2011, atWednesday, May 24, 2023. The Desmond Hotel and Conference Center, 1 Liberty Boulevard, Malvern, PA 19355. The Board of Directors looks forward to greeting you personally atmeeting will be held in a virtual format via the annual meeting.Internet.
 
During the annual meeting, we will discuss each item of business described in the attached Notice of Annual Meeting of Stockholders and proxy statement and provide a report on Vishay Precision Group’s business operations. There will also be time for questions.
 
On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Vishay Precision Group. We hope you will be able to attend the annual meeting. Whether or not you expect to attend the annual meeting, and regardless of the number of shares you own, it is important to us and to our business that your shares are represented and voted at the annual meeting. Therefore, you are encouraged to sign, date, and returnvote over the enclosedInternet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card, in the return envelope provided so that your shares will be represented and voted at the annual meeting.2023 Annual Meeting. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you received in the mail.
 
Sincerely,


Marc Zandman
/s/ Saul Reibstein
Saul Reibstein
Chairman of the Board of Directors

PRELIMINARY COPIES,DATED APRIL 8,2011
 



VISHAY PRECISION GROUP, INC.

3 GREAT VALLEY PARKWAY

SUITE 150

MALVERN, PENNSYLVANIA 19355
 
NOTICE OF 20112023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 2, 2011WEDNESDAY, MAY 24, 2023
 
The 20112023 Annual Meeting of Stockholders of Vishay Precision Group, Inc. will be held on Wednesday, May 24, 2023 at The Desmond Hotel and Conference Center, 1 Liberty Boulevard, Malvern, PA 19355, on Thursday, June 2, 2011 at 10:9:00 a.m., local time. The meeting will be held in a virtual format via the Internet. You will be able to attend the 2023 Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/VPG2023.

The meeting will be held to consider and act upon:
 
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1.The election of fiveeight directors to hold office until 2012;the annual meeting of stockholders in 2024;
2.The ratification of the appointment of our independent registered public accounting firm for fiscal year 2011;2023;
3.The approvaladvisory vote on executive compensation of an amendment to our certificate of incorporation;named executive officers;
4.The approval, by non-bindingadvisory vote of our executive compensation;
5.The recommendation, by non-binding vote, of theon frequency of stockholder advisory votes on executive compensation; and
6.5.The approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended, to limit the liability of certain officers as permitted pursuant to 2022 amendments to the Delaware General Corporation Law; and
6.Such other business as may be brought properly before the meeting.
 
Our stockholders of record at the close of business on April 18, 2011March 27, 2023 will be entitled to vote at the annual meeting or at any adjournment thereof. Whether or not you expect to attend the meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions under the heading “How do I vote my shares? Can I vote electronically?” on page 3 of this proxy statement; the instructions on the Notice of Internet Availability of Proxy Materials you received in person, please complete, date, and sign the mail; or, if you requested to receive printed proxy materials, your enclosed proxy card and return it without delay in the enclosed envelope which requires no additional postage if mailed in the United States.card.
 
By Order of the Board of Directors,
 


/s/ William M. Clancy
William M. Clancy
Chief Financial Officer and Corporate Secretary
 

Malvern, Pennsylvania

April 19, 2011[ ], 2023

Important Notice Regarding theof Internet Availability of Proxy Materials for the

Annual Meeting of Stockholders to be Held on June 2, 2011.
May 24, 2023.
 
The Proxy Statement for the 20112023 Annual Meeting of Stockholders and our 20102022 Annual Report to

Stockholders are available for view on the Investor Relations page of our proxy website:
 
https://ir.vpgsensors.com
www.proxyvote.com







TABLE OF CONTENTS
 
SECTIONPAGE
SECTIONPAGE
1
5
6
11
Director Compensation9
10
12
12
15
13
16
15
18
21
Executive Compensation17
24
31
32
Compensation Tables25
45
33
Proposal Four – Advisory Vote on Executive Compensation34
46
35
47
48
Certain Relationships and Related Transactions36
52
Other Matters39
39
52
52
Stockholder Proposals for 2012 Annual Meeting39
AnnexA-1
Proxy Card









PRELIMINARY COPIES,DATED APRIL 8,2011
VISHAY PRECISION GROUP, INC.

3 GREAT VALLEY PARKWAY

SUITE 150

MALVERN, PENNSYLVANIA 19355
________________
PROXY STATEMENT
________________
 
________________

PROXY STATEMENT
________________
The accompanying proxy is solicited by the Board of Directors of Vishay Precision Group, Inc. for use at the 20112023 Annual Meeting of Stockholders to be held on Wednesday, May 24, 2023 at The Desmond Hotel and Conference Center, 1 Liberty Boulevard, Malvern, PA 19355 on Thursday, June 2, 2011 at 10:9:00 a.m., local time, or any adjournments thereof.
We are first sendingtime. The meeting will be held in a virtual format via the proxy materials to stockholders on or about April 19, 2011.
Internet.
ABOUT THE MEETING
Why are we holding the 2023 Annual Meeting?
Why did I receive these materials?
Pursuant toAs a matter of good corporate practice, and in compliance with applicable corporate law and the rules of the New York Stock Exchange ("NYSE"), we are required to hold a meeting of stockholders annually. This year’s meeting will be held on June 2, 2011.May 24, 2023. There will be severalat least five items of business that must be voted on by our stockholders at the meeting, and our Board of Directors (the “Board”) is seeking your proxy to vote on these items. This proxy statement contains important information about Vishay Precision Group, Inc. and the matters that will be voted on at the meeting. Please read these materials carefully so that you have the information you need to make informed decisions. Throughout this proxy statement, we will refer to ourselves as “Vishay Precision Group, Inc.,” “VPG,” “we,” “our,” or the “Company.”
We intend to begin mailingWhy did I receive a notice in the required notice withmail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we may furnish proxy materials, including this proxy statement and our 2022 Annual Report to Stockholders, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which is being mailed to our stockholders on or about April 19, 2011. The[ ], 2023, will instruct you as to how you may access and review all of the proxy materials will be posted on the Internet, at http://ir.VishayPG.com, no later thanInternet. The Notice also instructs you as to how you may submit your proxy on the day we begin mailingInternet. If you would like to receive a paper or email copy of our proxy materials, you should follow the notice andinstructions for requesting such materials in the accompanying proxy materials.Notice.
What is a proxy?
A proxy is your legal designation of another person to vote the shares of stock that you own. The person you designate to vote your shares is also called a proxy. When you submit a proxy, the people named on the proxy card are required to vote your shares at the annual meeting in the manner you have instructed.
What is the record date and why is it important?
The record date is the date used by our Board to determine which stockholders are entitled to receive notice of, and vote on the items presented at, the annual meeting. Our Board established April 18, 2011March 27, 2023 as the record date for the 20112023 Annual Meeting.
What is the difference between “Stockholders of Record” and “Beneficial Owners”?
If your shares are registered directly in your name with our transfer agent, you are considered with respect to those shares,be the stockholder of record.record of those shares. The Notice or this proxy statement, annual report and proxy card have been sent directly to you by the Company.

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If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.” ThisThe Notice or this proxy statement, andthe annual report, and voting instruction form have been forwarded to you by your broker, bank, or nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, or nominee how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting.
Who can attend the meeting?
All stockholders as of the record date, or their duly appointed proxies, are invited to attend the meeting.The meeting will be held in a virtual format via the Internet. Stockholders may participate in, and may vote and ask questions at, the annual meeting by visiting the following website: www.virtualshareholdermeeting.com/VPG2023. To participate in or vote or ask questions at the annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.


What proposals will I be voting on and how does the Board of Directors recommend I vote?
The Board’s recommendations are set forth together with the description of each proposal in this proxy statement. In summary, the Board recommends a vote:
Does VPG have more than one class of stock outstanding?
We have two classes of stock outstanding, common stock and Class B common stock. On the record date, there were _______12,576,178 shares of common stock and _______1,022,887 shares of Class B common stock outstanding and entitled to vote.
What are the voting rights of each class of stock?
Each share of common stock will be entitled to one vote and each share of Class B common stock will be entitled to 10 votes with respect to each matter to be voted on at the annual meeting.
A list of stockholders entitled to vote at the annual meeting will be available for examination by VPG’s stockholders during ordinary business hours for a period of ten days prior to the annual meeting at our headquarters, 3 Great Valley Parkway, Suite 150, Malvern, Pennsylvania 19355. A stockholder list will also be available for examination at the annual meeting.
What constitutes a quorum?
A quorum is the minimum number of votes required to be present at the annual meeting to conduct business. As set forth in VPG’s by-laws, the holders of a majority of the votes represented by the outstanding shares of common stock and Class B common stock, voting together as a single class, present in personvirtually, or represented by proxy, will constitute a quorum for the transaction of business at the annual meeting.
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What vote is required to approve each proposal?
OnExcept with respect to Proposal Five, which is discussed in more detail below, on each matter to be voted on at the 20112023 Annual Meeting, the holders of common stock and Class B common stock will vote together as a single class. Assuming a quorum is present, the vote required and method of calculation for the proposals to be considered at the annual meeting are as follows:
-2-Five, we will nonetheless require the following three affirmative votes of: (i) the holders of shares of common stock and Class B common stock entitled to cast a majority of the votes entitled to be cast by the holders of all outstanding shares of common stock and Class B common stock, voting together as a single class; (ii) the holders of a majority of the outstanding shares of common stock, voting as a separate class; and (iii) the holders of a majority of the outstanding shares of Class B common stock, voting as a separate class.
•Other Matters. Aside from the five proposals above, we are not aware of any other matter to be presented at the 2023 Annual Meeting.

How are abstentions, and broker non-votes and withholding of authority considered?
Shares represented by proxies that are properly marked “abstain” will be counted for purposes of determining the presence of a quorum at the 20112023 Annual Meeting. Abstentions, because they are included in the number of votes outstanding, will have the same effect as a vote “against” Proposal Three. Abstentions will have no effect on the election of directors under Proposal One or on the vote under Proposal Two, Proposal Three or Proposal Four. Abstentions will be counted as votes under Proposals Two, Four andagainst Proposal Five.
Brokers holding shares for beneficial owners in street name must vote those shares according to specific instructions they receive from the beneficial owners. If instructions are not received, brokers may only vote the shares, in their discretion, on matters for which they are not precluded from exercising their discretion by the rules of the New York Stock Exchange (“NYSE”).NYSE. Under the NYSE rules, a broker is permitted to vote shares on routine matters, which include ratifying the appointment of independent auditors but do not include the election of directors the adoption of amendments to our certificate of incorporation, or the approval, on an advisory basis, of certain resolutions relating to the compensation ofa resolution approving our executive officers.compensation, the approval, on an advisory basis, regarding the frequency of stockholder advisory votes on executive compensation or the approval of an amendment to our Certificate of Incorporation. Accordingly, brokers may not vote in their discretion only on any of Proposal Two.One, Proposal Three, Proposal Four or Proposal Five. For your vote to be counted with respect to all other Proposals, including the election of directors,any Proposal, you will need to communicate your voting decisionsinstructions to your bank, broker or other holder of record before the date of the annual meeting.
2023 Annual Meeting.
A broker “non-vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Broker non-votes will be counted in determining whether there is a quorum
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at the annual meeting but will not be regarded as votes cast. Because the Company has a plurality voting standard for the election of directors and because the other proposals, with the exception of Proposal Three, will be determined by a majority of the votes cast, brokerBroker non-votes will have no effect on the outcome of the vote on Proposal One or on the vote under Proposals Two, Three and Four inasmuch as broker non-votes are not counted as votes cast with respect to any matter on which the broker has expressly not voted. Because Proposal Five will be determined by a majority in three separate votes of the proposals except Proposal Three. With respectCompany’s outstanding shares entitled to Proposal Three, broker non-votes will be treated like abstentions, andvote, broker-non-votes will have the same effect of votes against Proposal Five.

A stockholder’s withholding of authority to vote for a director nominee will not be counted as a vote “against” Proposal Three.and has no legal effect.
How do I vote my shares? Can I vote electronically?
If you are a holderstockholder of record of our common stock as of the record date, there are four ways to vote:
The shares represented by your proxy, whether voted using the Internet, by phone, or mail, will be voted as directed with respect to each of the proposals set forth in the proxy statement, OR, if no direction is indicated atby your proxy for a proposal, in accordance with the recommendation of the Board.
You may either vote “for all” or “withhold” your vote for the election of the director nominees under Proposal One, or you may vote for only some of the nominees. You may vote “for,” “against”“against,” or “abstain” on ProposalsProposal Two, Proposal Three and Four.Proposal Five. You may vote for “1 Year”, “2 Years”, “3“One Year,” “Two Years,” “Three Years” or “abstain” on Proposal Five.Four.

Whether or not you plan to attend the meeting, we strongly encourage you to vote by proxy prior to the meeting.
Can I change my vote after I return my proxy card?
Yes. You may revoke your proxy at any time before it is voted at the 2011 Annual Meeting. In order to revoke your proxy, you may either:
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If your shares are held in a stock brokerage account or by a bank or other nominee, you must follow the instructions provided by your broker, bank, or nominee on how to revoke your proxy.

Whether or not you plan to attend the meeting, we strongly encourage you to vote by proxy prior to the meeting.
Can I change my vote after I return my proxy card?
Yes. You may revoke your proxy at any time before it is voted at the 2023 Annual Meeting. In order to revoke your proxy, you may either:
•sign, and timely return, another proxy card bearing a later date;
•provide written notice of the revocation to VPG’s Corporate Secretary; or
•attend the annual meeting and vote during the meeting.
If your shares are held in a stock brokerage account or by a bank or other nominee, you must follow the instructions provided by your broker, bank, or nominee on how to revoke your proxy.

What will happen if I provide my proxy but do not vote on a proposal?
one or more proposals?
If you are thea stockholder of record, holder of your shares, you should provide voting instructions for all proposals appearing on the proxy card. The persons named as proxies on the enclosed proxy card will vote your shares according to your instructions.
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However, if you fail to provide instructions on how you want your shares to be voted, properly signed and dated proxies will be voted in accordance with the recommendation of the Board.
If you hold your shares in “street name,” you should provide voting instructions for all proposals appearing on the proxy card to your broker, bank, or other holder of record. However, even ifIf you do not provide voting instructions for all proposals, your broker, bank, or other holder of record might not be authorized to vote your shares on certain routine matters. The NYSE considers the ratification of the independent registered public accounting firm (Proposal Two) to be a routine matter. On this matter, your broker or nominee can vote your street name shares on this item even though you have not provided voting instructions, or chose not to vote your shares on these matters. With respect to matters, that are not “routine”, your broker or nominee will not be able to vote your shares andin which event they will be recorded as “broker non-votes.” See the discussion under the heading “How are abstentions, broker non-votes and withholding of authority considered?” above.
 
What will happen if I do not provide my proxy?
If you are a stockholder of record, your shares will not be voted.
voted unless you attend the 2023 Annual Meeting and vote your shares during the meeting.
If you are the beneficial owner of shares held in street name, your broker, bank, or other holder of record might not be authorized to vote your shares on certain routine matters including with respect to the ratification of the independent registered public accounting firm (Proposal Two). With respect to matters that are not “routine”, your broker or nominee will not be able to vote your shares and they will be recorded as “broker non-votes.” See the discussion under the heading “How are abstentions, broker non-votes and withholding of authority considered?” above.

Who paid to send me the proxy materials?
The cost of production and mailing of proxy materials, and the solicitation of proxies, will beis borne by VPG. The Board may use the services of VPG’s directors, officers and other regular employees to solicit proxies personally or by telephone. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of the shares held of record by such fiduciaries, and VPG will reimburse them for the reasonable expenses incurred by them in so doing.

-4-Who is assuming the expense of the proxy solicitation?

VPG engaged Alliance Advisors, LLC to assist with the solicitation of proxies and provide related advice and informational support for a services fee and reimbursement of customary disbursements, the total of which is not expected to exceed $10,000.

Are there any stockholders who own more than 5% of VPG’s shares or voting power?
According to filings made with the SEC, Dimensional Fund Advisors LP, Renaissance Technology LLC, BlackRock, Inc. and Harvey Partners, LLC each own greater than 5% of VPG’s outstanding common stock.

Ruta Zandman, the widow of the late founder of our technology, Dr. Felix Zandman, Ziv Shoshani (Mrs. Ruta Zandman’s nephew and our Chief Executive Officer and a member of our Board of Directors) and Marc Zandman (Dr. Felix Zandman's son and a member of our Board of Directors) are co-trustees of a family trust which holds 3,010 shares of common stock and 615,487 shares of Class B common stock, representing less than 1% of our common stock and approximately 60% of our class B common stock, respectively, and, together, 27.0% of the aggregate voting power of the outstanding capital stock of the Company. Additionally, pursuant to a voting agreement with certain third parties, Mrs. Zandman has the power to direct the voting of 171,609 shares of Class B common stock held by such third parties. Therefore, Ruta Zandman controls, solely or on a shared basis with Marc Zandman and Ziv Shoshani, approximately 34.5% of the total voting power of our capital stock; Marc Zandman controls, solely or on a shared basis with Ruta Zandman and Ziv Shoshani, approximately 27.1% of the total voting power of our capital stock; and Ziv Shoshani controls, solely or on a shared basis with Ruta Zandman and Marc Zandman, approximately 27.9% of the total voting power of our capital stock. Each of Ruta Zandman, Marc Zandman, Ziv Shoshani and the family trust intend to vote FOR ALL nominees, FOR Proposal Two, FOR Proposal Three, ONE YEAR for Proposal Four and FOR Proposal Five. Pursuant to an agreement relating to the family trust, each of them is required to cause shares controlled by the trust to be voted in support of the election of Messrs. Shoshani and Zandman as directors of the Company.
See “Security Ownership of Certain Beneficial Owners and Management” for more information. Except as described above, none of these 5% or greater stockholders have indicated their intentions to VPG regarding matters to be voted on at the annual meeting.
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GOVERNANCE OF THE COMPANY
 
How is VPG governed?
At VPG, day-to-day business activities are carried out by our employees under the direction and supervision of Ziv Shoshani, our Chief Executive Officer (“CEO”). The Board oversees these activities. In doing so, each director is required to useapply his or her business judgment in the best interests of VPG and its stockholders. The Board’s primary responsibilities include:
Additional description of the Board’s responsibilities is included in our Corporate Governance Principles document, which is available to stockholders on our website and in print upon request, as described herein.in this proxy statement.
Where can I find more information about the corporate governance practices of VPG?
Various corporate governance related documents are available on our website, including:
To view these documents, access http:our Investor Relations page at https://ir.VishayPG.comir.vpgsensors.com and click on “Corporate Governance.”“Governance” and then "Governance Documents." Any of these documents can be obtained in print by any stockholder upon written request to VPG’s investor relations department.
We intend to post any amendments to, or any waivers from, a provision of our Code of Ethics Applicable to the Company’s Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer or Controller and Financial Managers on our website.
What is the composition of our Board of Directors?
VPG has a single class of directors, all of whom are elected annually. The number of directors is fixed by the Board, subject to a maximum of nine directors as provided in the Company’s charter documents. There are currently fiveeight members of the Board. As described in Proposal One, all fiveof our directors will be electedare nominated to serve for a term expiring at the annual meeting of stockholders in 2012. 2024.
Biographical information on each of the directors is included in Proposal One.
How does the Board determine which directors are considered independent?
The Board has determined that, to be considered independent, an outside director may not have a direct or indirect material relationship with VPG. A material relationship is one which impairs or inhibits, or has the potential to impair or inhibit, a director’s exercise of critical and disinterested judgment on behalf of VPG and its stockholders. The materiality standard applied by the Board includes, but is not limited to, the disqualifying relationships set forth in the governance listing standards of the NYSE.
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Accordingly, the Board has concluded that Dr. Samuel Broydo,Janet Clarke, Wesley Cummins, Sejal Shah Gulati, Bruce Lerner, Saul Reibstein and Timothy Talbert qualify as independent directors. Each of theThe Audit Committee, the Nominating and
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Corporate Governance Committee, and the Compensation Committee of the Board isare composed entirely of independent directors.
How often did the Board meet during 2010?2022?
The Board met threeeight times in the period between July 6, 2010 (the date that VPG became an independent public company, following its spin-off from Vishay Intertechnology, Inc.) and December 31, 2010.during 2022. In 2010,2022, each director attended allat least 75% of the aggregate number of meetings of the Board of Directors and any Committee on which such director served.served during their period of Board service. All of our eight directors attended the 2022 annual meeting of stockholders. It is the policy of the Board that directors are expected to attend the 20112023 Annual Meeting and all future annual meetings of stockholders.
What is the role of the Board’s Committees?
Immediately following the spin-off, the Board established a Nominating and Corporate Governance Committee an Audit Committee, and a Compensation Committee, each of which is described herein.
Nominating and Corporate Governance Committee - The functions of the Nominating and Corporate Governance Committee include identifying individuals qualified to become members of the Board; selecting and recommending that the Board approve the director nominees for the next annual meeting of stockholders; developing and recommending to the Board a set of corporate governance principles for VPG; overseeing the evaluation of the Board and the management of VPG; administering VPG’s Related Party Transactions Policy; and performing other related functions specified in the Committee’s charter. A copy of the Committee’s charter is available to stockholders on our website and in print upon request.
The chairmanchair of the Nominating and Corporate Governance Committee is designated under our Corporate Governance Principles to preside at the executive sessions of the Board’s non-management directors. The current chairmanchair of the Nominating and Corporate Governance Committee is Mr. Talbert.
Audit Committee - The functions of the Audit Committee include overseeing VPG’s accounting and financial reporting processes; overseeing the audits of our combined and consolidated financial statements and the effectiveness of our internal control over financial reporting; assisting the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independence and qualifications of our independent registered public accounting firm, and the performance of our internal audit function and independent registered public accounting firm; and performing other related functions specified in the Committee’s charter. A copy of the Committee’s charter is available to stockholders on our website and in print upon request. The Audit Committee consists of three non-management directors, each of whom satisfies the independence requirements of the rules of the SEC and the governance listing requirements of the NYSE. All of the members of the Committee also satisfy the financial literacy requirements of the NYSE and the Board has determined that Mr. Reibstein, the chairmanchair of the Committee, qualifies as an audit committee financial expert under the rules of the SEC. A copy of the Committee’s charter is available to stockholders on our website and in print upon request.
Compensation Committee - The functions of the Compensation Committee include evaluating the performance of the Chief Executive OfficerCompany’s executive officers and, based on this evaluation, determining and approving the compensation of the Chief Executive Officer; making recommendations to the Board with respect to compensation of our other executive officers; making recommendations to the Board with respect to compensation of non-management directors; making recommendations to the Board with respect to, and administering, our incentive compensation plans and equity based compensation plans; and performing other related functions specified in the Committee’s charter. The Compensation Committee is authorized, within the limits of the Company’s 20102022 Stock Incentive ProgramPlan (the “2010 Program”“2022 Stock Incentive Plan”), to determine the individuals who are to receive awards; the type of awards, including stock, stock options, restricted stock and restricted stock units (“RSUs”), and the vesting requirements with respect to those awards, and to administer and interpret the 2010 Program. Dr. Broydo2022 Stock Incentive Plan. Ms. Clarke is the chairmanchair of this committee.Committee. A copy of the Committee’s charter is available to stockholders on our website and in print upon request.
Board Leadership Structure and Role in Risk Oversight
The Board believes that it is important to retain the flexibility to combine or separate the responsibilities of the offices of Chairman of the Board and Chief Executive Officer,CEO, as may be in the best interests of the Company from time to time. The Board separated the positions of Chairman and Chief Executive Officer when the Company was spun off from Vishay Intertechnology, Inc.
The longsignificant experience of Mr. Marc Zandman,Reibstein, our Chairman, with the Company’s business (as a subsidiary of Vishay Intertechnology, Inc. prior to the spin-off)Company and its Board, including his service as chair of the Audit Committee, uniquely qualifies him to serve as the Board’s non-Executive Chairman as VPG develops as an independent public company.non-executive Chairman. At the same time, the active membership of our CEO, Mr. Ziv Shoshani, our Chief Executive Officer, on the Board assures our Board of the benefit of his comprehensive knowledge of the Company’s business, day-to-day operations, industry and competitive challenges.
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Management continually monitors the material risks facing the Company, including financial risk, strategic risk, operational risk, corporate governance risk, and legal and compliance risk. The Board is responsible for exercising
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oversight of management’s identification and management of, and planning for, those risks. Although the Board is ultimately responsible for risk oversight at the Company, the Board has delegated to certain Committees oversight responsibility for those risks that are directly related to their respective areas of focus.
Each of these committeesCommittees routinely reports to the Board on the management of these specific risk areas. To permit the Board and its committeesCommittees to perform their respective risk oversight roles, individual members of management who supervise the Company’s risk management report directly to the Board or the relevant committee of the Board responsible for overseeing the management of specific risks, as applicable. For this purpose, management has a high degree of access and communication with the Board and its committees.
Committees.
The Board believes that open and constructive communication between management and the Board is essential for effective risk management and oversight. Members of the Company’s senior management regularly attend Board and committee meetings and are available to address any questions or concerns raised on matters related to risk management. The Board and its Committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board.
The following table summarizes the composition of these Committees:Committees during 2022:
Nominating &
Corporate
GovernanceCompensation
NameAudit CommitteeCommitteeCommittee
Marc Zandman———
Janet Clarke*—**
Wesley Cummins———
Sejal Gulati———
Bruce Lerner—*—
Saul Reibstein****
Ziv Shoshani———
Timothy Talbert****
No. of meetings during 2022923
    Nominating &  
    Corporate  
    Governance Compensation
      Audit Committee     Committee     Committee
Marc Zandman — — —
Samuel Broydo * * **
Saul Reibstein ** * *
Timothy Talbert * ** *
Ziv Shoshani — — —
Number of Meetings      
during 2010 5 1 1
Actions by Unanimous      
Consent in Lieu of      
Meeting during 2010 0 0 0
____________________
____________________

*– Member
*– Member
**– ChairmanChair


8



How does the Board select nominees for the Board?
In selecting candidates for nomination at the annual meeting of our stockholders, the Nominating and Corporate Governance Committee begins by determining whether the incumbent directors whose terms expire at the meeting desire, and are qualified, to continue their service on the Board. We are of the view that the repeated service of qualified incumbents promotes stability and continuity in the boardroom, giving us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure and contributing to the Board’s ability to work as a collective body. Accordingly, it is the policy of the Nominating and Corporate Governance Committee, absent special circumstances, to nominate qualified incumbent directors who continue to satisfy the Committee’s criteria for membership on the Board; who the Committee believes will continue to make important contributions to the Board; and who consent to stand for re-election and, if re-elected, to continue their service on the Board. If there are Board positions for which the Committee will not be re-nominating a qualified incumbent, the Committee will solicit recommendations for nominees from persons who the Committee believes are likely to be familiar with qualified candidates, including members of the Board and senior management.
-7-

The Nominating and Corporate Governance Committee may also engage a search firm to assist in identifying qualified candidates. If such a search firm is engaged, the Committee sets the fees and scope of engagement. The Nominating and Corporate Governance Committee will review and evaluate each candidate who it believes merits serious consideration, taking into account all available information concerning the candidate, the qualifications for Board membership established by the Committee, the existing composition and mix of talent and expertise on the Board and other factors that it deems relevant. In conducting its review and evaluation, the Nominating and Corporate Governance Committee may solicit the views of management and other members of the Board and may, if deemed helpful, conduct interviews of proposed candidates. The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as candidates recommended by other persons, except that the Committee may consider, as one of the factors in its evaluation of stockholder-recommended candidates, the size and duration of the interest of the recommending stockholder or stockholder group in the equity of VPG and whether the stockholders intend to continue holding that interest through the annual meeting date.
What qualifications must a director have?
Under a policy formulated by our Nominating and Corporate Governance Committee, we generally require that all candidates for director:

A limited exception to some of these requirements, other than the requirements of integrity and ethics and the absence of material conflict, may be made for a holder of substantial voting power. Directors may not stand for re-election after the age of 75 unless the Board makes an affirmative determination that, because of the importance and value of the continued service of a director, the retirement policy should be waived, except that no director may stand for re-election after age 85. This policy does not apply to any person who controls more than 20% of the voting power of the Company. Mr. Talbert has reached age 75, and the Board has made an affirmative determination to waive the retirement policy with respect to Mr. Talbert for his nomination for re-election at the 2023 Annual Meeting. Mr. Reibstein will reach age 75 prior to the 2023 Annual Meeting, and the Board has made an affirmative determination to waive the retirement policy with respect to Mr. Reibstein for his nomination for re-election at the 2023 Annual Meeting. We also require that a majority of directors be independent; at least three of the directors have the financial literacy necessary for service on the audit committee and at least one of these directors qualifies as an audit committee financial expert; at least some of the independent directors have served as senior executives of public or substantial private companies; and at least some of the independent directors have general familiarity with the major industries in which we operate. Additionally, while the Company does not have a formal policy with respect to the consideration of diversity in identifying director candidates, the benefits of board
9



diversity are considered in the nominations process, including diversity of background and experience. A copy of the Company’s Policy Regarding Qualifications of Directors is available to stockholders on our website.
Can I recommend a nominationnominee for director?
Yes. The Nominating and Corporate Governance Committee will consider recommendations for director nominations submitted by stockholders entitled to vote generally in the election of directors. Submissions must be made in accordance with the Nominating and Corporate Governance Committee’s procedures, as outlined herein and set forth in materials posted on our website. For each annual meeting of our stockholders, the Nominating and Corporate Governance Committee will accept for consideration only one recommendation per stockholder or affiliated group of stockholders. The Nominating and Corporate Governance Committee will only consider candidates who satisfy our minimum qualifications for director, as summarized in this proxy statement and as set forth in materials posted on our website. Stockholders should be aware, as discussed herein, that it is our general policy to re-nominate qualified incumbent directors and that, absent special circumstances, the Committee will not considernominate other candidates when a qualified incumbent director consents to stand for re-election.
A stockholder wishing to recommend to the Nominating and Corporate Governance Committee a candidate for election as director must submit the recommendation in writing, addressed to the Committee, care of our Corporate Secretary, at Vishay Precision Group, Inc., 3 Great Valley Parkway, Suite 150, Malvern, PA 19355. Submissions must be made by mail, courier, or personal delivery. E-mailed submissions will not be considered. Submissions recommending candidates for election at an annual meeting of stockholders must generally be received no later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual meeting of stockholders. However, in the event that the date of an annual meeting of stockholders is more than 30 days following the first anniversary date of the annual meeting of stockholders for the prior year, the submission must be made a reasonable time in advance of the mailing of our proxy statement for the current year. Each nominating recommendation must be accompanied by the information called for by our “Procedures for Securityholders’ Submission of Nominating Recommendations,” which is available upon request. This includes specified information concerning the stockholder or group of stockholders making the recommendation and the proposed nominee, any relationships between the recommending stockholder or stockholders and the proposed nominee and the qualifications of the proposed nominee to serve as director. The recommendation must also be accompanied by the consent of the proposed nominee to serve if nominated and elected and the agreement of the nominee to be contacted by the Committee, if the Committee decides in its discretion to do so.
In addition to being entitled to make a recommendation that the Committee nominate a candidate for election as a director, stockholders are also entitled to nominate candidates themselves for election to the Board at a meeting of stockholders, by providing the necessary information by the applicable deadlines. See the discussion under the heading “Stockholder Proposals and Nominations for the 2024 Annual Meeting” below.
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How do stockholders and others communicate with the Board?
VPG stockholders may communicate with the Board, any Committee of the Board or any individual director, and any interested party may communicate with the non-management directors of the Board as a group, by delivering such communications either in writing addressed to our Corporate Secretary at Vishay Precision Group, Inc., 3 Great Valley Parkway, Suite 150, Malvern, PA 19355; or by e-mail to boardofdirectors@VishayPG.com.boardofdirectors@vpgsensors.com. Communications should not exceed 1,000 words.
All communications must be accompanied by the following information: (i) if the person submitting the communication is a securityholder, a statement of the type and amount of the securities of VPG that the person holds; (ii) if the person submitting the communication is not a securityholder and is submitting the communication to the non-management directors as an interested party, the nature of the person’s interest in VPG; (iii) any special interest, meaning an interest not in the capacity as a stockholder of VPG, of the person in the subject matter of the communication; and (iv) the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications addressed to directors may, at the direction of the directors, be shared with VPG’s management.

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DIRECTOR COMPENSATION
Concurrent withUnder the annual meeting,Company's 2017 Non-Employee Director Compensation Plan (as amended, the “NEDC Plan”), each non-employee director receives an annual retainer fee of $30,000$40,000 for serving on the Board, excluding the Chairman. Concurrent with the annual meeting, Mr. ZandmanChairman, who receives an annual retainer fee of $75,000$90,000 for serving as non-Executive Chairmanhis service. In addition, under the NEDC Plan, the chair of the Board. DirectorsAudit Committee receives an annual retainer of $15,000, and the chairs of the Compensation Committee and the Nominating and Governance Committee each receive an annual retainer of $10,000 for their services as chair of their respective committees. Under the NEDC Plan, the retainer fees for the independent directors are paid in equal quarterly installments in advance and beginning with a payment due on the date of the annual meeting. Such annual retainer fees are pro-rated for a partial year of service by a non-employee director elected to the board between annual meetings.
Under the NEDC Plan, each of our non-employee directors was granted RSUs worth $70,000 effective immediately upon their election at the 2022 annual meeting. The number of RSUs granted is based on the average closing price of our common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding the date of grant. These grants will vest on the earlier of the next annual meeting date or May 26, 2023 (the first anniversary of their grant date), subject to each non-employee director's continued service on the board. The grant-date fair value of RSUs is recognized over the vesting period. For directors appointed between annual meetings, the amount of the stock grant is pro-rated for a partial year of service by the non-employee director and vests on the date of the first annual meeting after the date of grant subject to the director’s continued service on the board.
Our director who areis also employeesan employee of VPG do(our Chief Executive Officer) did not receive any additional compensation for theirhis service as directors.a director. See the discussion herein under the heading “Executive Compensation.”
At the time of their initial election to the Board in July 2010, our non-employee directors, excluding the Chairman, each received a founder’s equity grant of RSUs worth $30,000 at the time of grant. At the time of his initial election to the Board in July 2010, the non-Executive Chairman received a founder’s equity grant of RSUs worth $75,000 at the time of grant. All founder’s equity grants of RSUs to non-employee directors vest in three equal annual installments beginning on July 6, 2011. In March 2011, our Compensation Committee approved a grant of RSUs worth $10,000 to all of our non-employee directors, other than our Chairman, effective immediately after the 2011 Annual Meeting, and a grant of RSUs worth $25,000 to our Chairman effective immediately after the 2011 Annual Meeting. These grants are subject to each director’s re-election at the 2011 Annual Meeting; the RSUs will vest on the first anniversary of the 2011 Annual Meeting.
The following table provides information with respect to the compensation paid or provided to the Company’s non-management directors during 2010:2022:
Stock
Awards
NameFees Paid(1)Total
Janet Clarke$47,500 $71,214 $118,714 
Wesley Cummins$37,500 $71,214 $108,714 
Sejal Gulati (2)
$37,500 $92,991 (3)$130,491 
Bruce Lerner$37,500 $71,214 $108,714 
Saul Reibstein (4)
$52,500 $71,214 $123,714 
Timothy Talbert$47,500 $71,214 $118,714 
Marc Zandman (5)
$90,000 $71,214 $161,214 
  Fees Earned Stock   
  and Awards   
Name      Paid in Cash     (1)     Total
Samuel Broydo $     30,000 $     30,000 $     60,000
Saul Reibstein $30,000 $30,000 $60,000
Timothy Talbert $30,000 $30,000 $60,000
Marc Zandman (2) $75,000 $75,000 $150,000
____________________
____________________

(1)Each of the directors was granted RSUs in 2010 under the Vishay Precision Group, Inc. 2010 Stock Incentive Program. The RSUs vest in three equal annual installments, beginning on the first anniversary of the spin-off of the Company from Vishay Intertechnology, Inc. The grant-date fair value of RSUs is recognized over the vesting period.
(1)The amounts presented in the table represent the aggregate grant-date fair value of the RSUs computed in accordance with FASB ASC Topic 718.718 and the assumptions as set forth in Note 10 of our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on March 1, 2023.
(2)Sejal Gulati became a director of the Company effective January 1, 2022.
(3)Includes an RSU grant of $21,777, representing the pro-rata award for Ms. Gulati's board service from her appointment on January 1, 2022 until her election at the Company's annual meeting of stockholders held in 2022.
(4)Saul Reibstein was appointed Non-Executive Chairman.Chairman of the Board effective January 1, 2023.
(5)Non-Executive Chairman of the Board through December 31, 2022.
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-9-





PROPOSAL ONE
ELECTION OF DIRECTORS
All fiveEight directors serving on the Board are nominated for re-election, with a term expiring at the annual meeting of stockholders in 2012.2024. Each of the nominees has consented to serve if elected.
If any nominee for director becomes unavailable for election, the proxies will be voted for such substitute nominee(s) as the Board may propose. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected.
The following table summarizes the Company's current directors:
NameAgeDirector Since
Janet Clarke702016
Wesley Cummins452017
Sejal Shah Gulati492022
Bruce Lerner572017
Saul Reibstein (1)742010
Ziv Shoshani562009
Timothy Talbert762010
Marc Zandman (2)612010
Name      Age     Director Since:
Samuel Broydo 74 2010
Saul Reibstein 62 2010
Ziv Shoshani 44 2009
Timothy Talbert 64 2010
Marc Zandman (1) 49 2010
____________________
____________________

(1)
(1)Saul Reibstein was appointed Non-Executive Chairman of the Board.Board effective January 1, 2023.
(2)Non-Executive Chairman of the Board through December 31, 2022.
Nominees for Election as Directors – Terms Expiring 20122024
Marc Zandman isserved as the non-executive Chairman of our Board. Board through December 31, 2022. Mr. Zandman has been Vice was elected ExecutiveChairman of the board of directors of Vishay Intertechnology, Inc. (“("Vishay Intertechnology”Intertechnology") since 2003; a Director of Vishay Intertechnology since 2001;in 2011 and President of Vishay Intertechnology Israel Ltd. since 1998. Mr. Zandman was appointed Chief Administration Officer of Vishay Intertechnology as of January 1, 2007 and served as Group Vice President of Vishay Intertechnology Measurements Group from 2002 to 2004. In addition to these positions, Mr. Zandman has served in various other capacities with Vishay Intertechnology since 1984.  He is the son of the late Dr. Felix Zandman, the founder and executive chairmanformer Executive Chairman of Vishay Intertechnology who controls approximately 45% of the voting power of our Company.Intertechnology.  Mr. Marc Zandman’s dedicated service to Vishay Intertechnology and extensive knowledge of our business give him valuable experience facing issues relevant to our Company.
Ziv Shoshani. For biographical information concerningShoshani is our Chief Executive Officer and President, and has been since our spin-off as an independent public company in July, 2010. He also serves on the Board. Mr. Shoshani see “Executive Officers.”was Chief Operating Officer of Vishay Intertechnology from January 1, 2007 to November 1, 2009. During 2006, he was Deputy Chief Operating Officer of Vishay Intertechnology. Mr. Shoshani was Executive Vice President of Vishay Intertechnology from 2000 to 2009 with various areas of responsibility, including Executive Vice President of the Capacitors and the Resistors businesses, as well as heading the Measurements Group and Foil Divisions. Mr. Shoshani had been employed by Vishay Intertechnology since 1995. He continues to serve on the Vishay Intertechnology board of directors. Mr. Shoshani is a nephew of Ruta Zandman, the widow of the late Dr. Felix Zandman, the founder of Vishay Intertechnology. Mr. Shoshani’s long-standing dedication to our Company, exemplified by his extensive management experience and experience on the Vishay Intertechnology board of directors, provides him with valuable insight into the business and the operation of our Company and makes him a valuable advisor to the Board.

Samuel Broydo.Janet M. Clarke. Ms. Clarke is the founder of Clarke Littlefield LLC, a marketing technologies advisory firm, and has served as its President since June 2003. Prior to founding Clarke Littlefield, she served in executive and management roles at DealerTrack, Inc., a privately held automotive finance technology services company; KnowledgeBase Marketing, a subsidiary of Young and Rubicam, Inc.; and Citibank for Citigroup’s consumer business. Ms. Clarke has served as a director for Cox Enterprises, Inc., a private company, since 2007, where she
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also serves as Chair of the Compensation Committee and as a member of the Audit Committee. Ms. Clarke served as a director for Asbury Automotive Group, Inc. (NYSE: ABG) from April 2005 until April 2015, where she also served as a member of the Audit Committee from April 2005 to January 2009 and from October 2012 to May 2014; as a member of the Human Resources and Compensation Committee from April 2005, and was appointed Chair of the Committee in August 2006, to April 2015; and as a member of the Governance Committee from November 2006 to April 2015. Ms. Clarke was also a director and a member of the Audit Committee and the Chair of the Compensation Committee of ExpressJet Holdings, Inc. (NYSE: XJT) from 2001 to 2011. Ms. Clarke earned a Bachelor Degree in Architecture from Princeton University and has completed the Advanced Management Program at the Harvard Business School. Ms. Clarke offers significant business experience to our Board, particularly in the areas of marketing and marketing technology, as a result of the various executive and management positions she has held in corporations of various sizes. In January 2004, Dr. Broydo retiredaddition, given the public and private company directorships that she has held during her career, Ms. Clarke has a broad range of experience as a director and a deep understanding of board oversight and the exercise of appropriate diligence, which makes her a valuable addition to the VPG Board.

Wesley Cummins. Wes Cummins currently serves as the ManagingCEO and Chairman of Applied Blockchain (OTC: APLD) and is one of that company’s cofounders. Mr. Cummins was also the founder and CEO of 272 Capital LP, a registered investment advisor, which focused primarily on investing in technology hardware, software and services companies. Mr. Cummins sold 272 Capital LP to B. Riley Financial (Nasdaq: RILY) in 2021. Following the sale, he joined B. Riley as President of B. Riley Asset Management, the institutional asset management arm of B. Riley. Mr. Cummins has been a technology investor for over 20 years and held various positions in capital markets including positions at investment banks and institutional asset management firms. Prior to founding 272 Capital, Mr. Cummins led technology investing at Nokomis Capital, L.L.C., an investment advisory firm. Mr. Cummins serves as a member of the Board of Sequans Communications S.A. (NYSE: SQNS), a fabless designer, developer and supplier of cellular semiconductor solutions for massive, broadband and critical Internet of Things (IoT) markets. Mr. Cummins holds a BSBA from Washington University in St. Louis where he majored in finance and accounting. Mr. Cummins’s experience in investment banking and capital markets lends a valuable perspective to the VPG Board.

Sejal Shah Gulati. Ms. Gulati is currently the Chief Growth Officer at NOW™, a B2B payments start-up that helps businesses accelerate invoice payments, and has served in such position since October 2021. From January 2021 to October 2021, Ms. Gulati served as Senior Vice President and Growth Leader at Genpact Limited, a NYSE-listed global services firm focused on delivering digital transformation for hundreds of Fortune 500 companies. From 2017 to 2020, she served as General Manager and Vice President of Global Commercial Services for American Express. From 2016 to 2017, Ms. Gulati served as Chief Marketing Officer for EZETAP, a venture-funded start-up company that facilitated B2B payments. Prior to founding and serving from 2006 to 2016 as Chief Executive Officer of Time Inc. India/TAS Analytical Services, a media analytics company serving Time Inc. and Time Warner, Ms. Gulati was the Director of Technology at Applied MaterialsSales and Marketing for a number of Time Inc., publications, where she earned several industry awards for innovation. Ms. Gulati earned her Bachelor of Arts degree from Princeton University and an MBA from Harvard Business School. She previously served as a leading manufacturerTrustee of semiconductorPrinceton University and was the President of the Harvard Business School Alumni Board. Ms. Gulati’s expertise in digital marketing and business management lend a valuable perspective to the VPG Board.

Dr. Bruce Lerner. Dr. Lerner has served as President and CEO of Norit Corp. a materials science company manufacturing equipment. Priorcarbon materials, since May 2022. From 2020 to joining Applied Materials,May 2022, he served as thePresident of HollyFrontier Lubricants and Specialty Products, a division of HF Sinclair Corporation. From 2014 to 2020, he was President and CEO of PeroxyChem, LLC, a global specialty chemicals company. From 2007 to 2014, he served as Vice President and Global Business Head with FMC Peroxygens. From 1993 through 2007, he held several positions in R&D, Marketing, and Management, including SBU General Management, with Engelhard Corp and, post-acquisition, BASF Corporation. Dr. Lerner holds a Bachelor of Technology at ZyMOS Corporation, a semiconductor manufacturer that pioneered Application Specific Integrated Circuits (ASIC) design methodology, from March 1984 to May 1990. Before ZyMOS, Dr. Broydo served as the VLSI Technology Manager for the Xerox Palo Alto Research Center, a computer technology innovator, from August 1979 to September 1983. Dr. Broydo was also the VLSI Technology Group Supervisor at Bell Telephone Laboratories (Bell Labs), which was then a leading communications and electronics research company, from May 1966 to August 1979. Dr. Broydo studied at the Leningrad Polytechnic Institute and received a Masters Degree in Electrical Engineering from Warsaw Polytechnic Institute; he later earned a Ph.D in Electronics and Electrical EngineeringScience degree from the University of Birmingham, England.Massachusetts at Amherst, Master of Science degree in Industrial Chemistry from the University of Central Florida, and Ph.D. in Inorganic Chemistry from Northwestern University. Dr. Broydo’sLerner’s operating experience as a president and CEO of global companies, combined with his technology expertise in electronics and semiconductor technology enablesextensive international business experience, allows him to understand our business and identify growth opportunities. Dr. Broydo also bringsprovide significant contribution to our board the benefit of relevant management and infrastructure experience in solid state electronic research, design, engineering, manufacturing and problem solving.VPG Board.

Saul V. Reibstein. Since 2004, Mr. Reibstein has served as the non-executive Chairman of our Board since January 1, 2023. From December 1, 2013 to December 31, 2016, he served as Executive Vice President, Chief Financial Officer and Treasurer of Penn National Gaming, Inc. (NASDAQ: PENN), now PENN Entertainment, Inc. ("PENN") where he
13



also served on the board of directors and as chairman of the audit committee from June 2011 until his appointment as Senior Vice President and Chief Financial Officer in November 2013.  Mr. Reibstein was employed as an executive advisor by PENN during 2017, after which he retired. Effective March 21, 2018, Mr. Reibstein was again appointed to the board of directors of PENN where he also serves on the audit and compensation committees. From 2004 until joining PENN Entertainment, Inc. as an executive, Mr. Reibstein served as a member of the senior management team of CBIZ, Inc., a New York Stock Exchange-listed professional services company, where, as Executive Managing Director, he manages nine business units in CBIZ’swas responsible for the management of the CBIZ New York City Financial Services Groupoffice operations and the overall international activities of the Financial Services Group. Mr. Reibstein is responsiblethe majority owner of S3 Living, formally named NCP Ventures, LLC, an independent advisory service for acquisitions of accounting firms for CBIZ on a national basis.senior citizens, helping them to identify, select and negotiate the transition to Continuing Care Retirement Communities and 55 and Over Communities. Mr. Reibstein has over 3540 years of public accounting experience, including 11 years serving as a partner in BDO Seidman, a national accounting services firm, where he was the partner in charge of the Philadelphia office from June 1997 to December 2001 and Regional Business Line Leader from December 2001 until September 2004. Mr. Reibstein is a licensed CPA in Pennsylvania and received a Bachelor of Business Administration from Temple University. Mr. Reibstein qualifies as an audit committee financial expert satisfying the rules of the SEC. Mr. Reibstein’s qualification as an audit committee financial expert, as well as his extensive experience as a public accounting partner, make him highly qualified to serve both as a director of our company and a financial expert on the Audit Committee. Mr. Reibstein also has relevant, long-standing experience as a manager of an NYSE-listed company that he will draw upon in advising us with respect to our listing and filing compliance.
-10-

Timothy V. Talbert. Mr. Talbert has served as Senior Vice President of Credit and Originations for Lease Corporation of America (“LCA”), a national equipment lessor, sincefrom July 2000 to the end of 2018, and President of the LCA Bank Corporation, a bank that augments LCA’s funding capacity, sincefrom its founding in January 2006.2006 to the end of 2018. He has retired from both of these positions. Previously, Mr. Talbert was Senior Vice President and Director of Asset Based Lending and Equipment Leasing of Huntington National Bank from 1997 to 2000; and prior to that, served in a variety of positions with Comerica Bank for more than 25 years. Mr. Talbert also serves as a director of Vishay Intertechnology. Mr. Talbert previously served on the board of directors and was a member of the audit committee of Siliconix Incorporated, a NASDAQ-listed manufacturer of power semiconductors of which Vishay Intertechnology owned an 80.4% interest, from 2001 until Vishay Intertechnology acquired the noncontrolling interests in 2005. Mr. Talbert received a Bachelor’s Degree in Economics from University of the Pacific and an MBA from the University of Notre Dame. Mr. Talbert’s previous service as a director and member of the audit and compensation committees of a publicly traded company, as well as his current service on the board of another publicly traded company, allows him to bring an important perspective to the Board. Additionally, Mr. Talbert’s prior service as the president of a federally regulated institution gives him relevant understanding of compliance with complex regulations and current accounting rules adding invaluable expertise to our Board.

-11-The Board of Directors unanimously recommends a vote “FOR ALL” the nominees for election as directors.



14




REPORT OF THE AUDIT COMMITTEE
 
Management is responsible for maintaining effective internal control over financial reporting, for assessing the effectiveness of internal control over financial reporting, and for preparing our combined and consolidated financial statements. Our independent registered public accounting firm is responsible for, among other things, performing an independent audit of our combined and consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing a report thereon. It is the responsibility of the Audit Committee to monitor and oversee these processes.
In fulfilling its oversight duties, the Audit Committee reviewed and discussed with management and our independent registered public accounting firm Ernstfor the fiscal year ended December 31, 2022, Brightman Almagor Zohar & Young LLP,Co., a firm in the Deloitte global network ("Brightman Almagor Zohar & Co."), (a) the audited financial statements for the fiscal year ended December 31, 20102022, (b) the effectiveness of our internal control over financial reporting, and discussed with(c) the independent auditorsother matters required to be discussed under Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended and as adopted bythe applicable requirements of the PCAOB in AU Section 380.and the SEC. These required communications addressed, among other topics, the independent registered public accounting firm’s responsibility under the standards of the PCAOB; critical accounting policies and practices; judgments and accounting estimates; alternative accounting treatments; any significant audit adjustments; any disagreements or difficulties encountered in performing the audit; and other material communications between the independent registered public accounting firm and management. The Audit Committee received from the independent auditors written disclosures regarding the auditor’s independence required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with the independent auditors, the independent auditor’s independence. The Audit Committee also considered the compatibility of non-audit services provided to VPG by ErnstBrightman Almagor Zohar & Young LLP,Co., the member firms of Deloitte Touche Tohmatsu Limited and their related entities, and the fees and costs billed or to be billed for these services, with the maintenance of the independent registered public accounting firm’s independence. The Committee has concluded that the provision of the non-audit services by ErnstBrightman Almagor Zohar & Young LLPCo., the member firms of Deloitte Touche Tohmatsu Limited and their related entities in 20102022 did not impair the independent registered public accounting firm’s independence. Under the Audit and Non-Audit Services Pre-Approval Policy that wasas adopted by the Audit Committee, in July 2010, the Audit Committee must pre-approve all audit and non-audit services provided to VPG by the independent registered public accounting firm. The policy sets forth the procedures and conditions for pre-approval of these services. All of the audit and non-audit services provided by the independent registered public accounting firm since adoption of the Audit and Non-Audit Services Pre-Approval Policy were pre-approved by the Committee in accordance with such policy.
Based upon this review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20102022 for filing with the Securities and Exchange Commission. The Audit Committee has also appointed ErnstBrightman Almagor Zohar & Young LLPCo. as our independent registered public accounting firm for fiscal year 2011,2023, but the Committee has determineddecided to submit the appointment for ratification by stockholders (see Proposal Two).

Respectfully submitted,
 
The Audit Committee of the Board of Directors
 
Saul Reibstein, Chairman
Dr. Samuel Broydo
Chair
Janet Clarke
Timothy Talbert
 
Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or futurein such filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.
15
-12-



PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board is responsible for the selection of our independent registered public accounting firm. The Committee has determined to reappoint the public accounting firm of ErnstBrightman Almagor Zohar & Young LLPCo., a firm in the Deloitte global network ("Brightman Almagor Zohar & Co."), as the independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2011,2023, as well as to audit the effectiveness of our internal control over financial reporting. ErnstBrightman Almagor Zohar & Young LLPCo. has served as our independent registered public accounting firm since the spin-off from Vishay Intertechnology.2019. Although stockholder approval for the appointment of the independent registered public accounting firm is not required, we are submitting the selection of the independent registered public accounting firm to stockholders for their ratification.
Representatives of the firm of ErnstBrightman Almagor Zohar & Young LLPCo. are expected to be present at the annual meeting2023 Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.
Under the Audit and Non-Audit Services Pre-Approval Policy that wasas adopted by the Audit Committee, in July 2010, the Audit Committee must pre-approve all audit and non-audit services provided to VPG by the independent registered public accounting firm. The policy sets forth the procedures and conditions for pre-approval of these services. The Audit Committee has pre-approved generally the engagement of the independent registered public accounting firm for services relating to our filings with the SEC (including comfort letters, comment letters and consents for securities offerings); acquisition or disposition related diligence activities; internal control review and compliance; interpretation and compliance with accounting and accounting-related disclosure rules and standards; certain attest services; domestic and international tax planning and compliance; and risk management.
The following table sets forth the aggregate fees billed by ErnstBrightman Almagor Zohar & Young LLP for auditCo., the member firms of Deloitte Touche Tohmatsu Limited and non-audit services rendered to VPGtheir related entities in 20102022 and 2009.2021. These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. The nature of the services provided in each category is described following the table.
20222021
Audit fees$1,765,559 $1,626,429 
Audit-related fees— — 
Tax fees66,662 2,000 
All other fees25,1026,040 
Total fees$1,857,323 $1,634,469 
____________________
 2010     2009(1)
Audit fees$     1,242,000 $     3,356,000
Audit-related fees -  -
Tax fees 129,000  230,000
All other fees 3,000  -
Total fees$1,374,000 $3,586,000
____________________     

(1)Fees were not billed separately to VPG for the services set forth herein for the fiscal year ended December 31, 2009. As a result, the amounts included in the table reflect the allocation, as reasonably determined by management, of fees to VPG based on the work performed by Ernst & Young LLP. These amounts relate to Ernst & Young’s audit of the Company’s stand-alone financial statements for the three years ended December 31, 2009. Such services were performed in 2009 in conjunction with the Company’s separation from Vishay Intertechnology. The amounts set forth in this table do not necessarily reflect the fees that would have been billed to us as a separate, publicly-traded company for the fiscal year ended December 31, 2009.
Audit fees. These fees generally consist of professional services rendered for the audits of the combined and consolidated financial statements of VPG, quarterly reviews, subsidiary or equity investmentstatutory audits, issuance of consents, income tax provision procedures, and assistance with and review of documents filed with the SEC.
Audit-related fees. These fees generally consist of assurance and other services related to the performance of the audit or review of VPG’s financial statements or that are traditionally performed by the independent registered public accounting firm, issuance of consents, and consultations concerning financial accounting and reporting standards.
Tax fees. These fees generally relate primarily to tax compliance, including review and preparation of corporate tax returns, assistance with tax audits, review of the tax treatment for certain expenses, extra-territorial tax analysis, and taxtax-related due diligence relating to acquisitions.diligence. They also include fees for state and local tax planning and consultations with respect to various domestic and international tax matters.
All other fees. These fees generally consist of reviews for compliance with various government regulations, risk management and treasury reviews, and assessments and audits of various contractual arrangements.arrangements, consulting services and subscription to online accounting research tools.
16



In 2022, VPG did not make use in 2010 of the rule that waives pre-approval requirements for non-audit services in certain cases if the fees for these services constitute less than 5% of the total fees paid to the independent registered public accounting firm during the year.

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The Board recommendof Directors unanimously recommends that you vote “FOR”
the ratification of the appointment of ErnstBrightman Almagor Zohar & Young LLPCo. as our independent registered
public accounting firm for the year ending December 31, 2011.2023.



17

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT
On April 18, 2011,March 27, 2023, VPG had outstanding _______12,576,178 shares of common stock, each of which entitles the holder to one vote, and _______ 1,022,887shares of Class B common stock, each of which entitles the holder to 10 votes. Voting is not cumulative.
The following table shows the number of shares of VPG common stock and Class B common stock beneficially owned by (a) each director and director nominee, (b) each “Named Executive Officer” identified under “Executive Compensation,” (c) the directors and executive officers of VPG as a group and (d) any person owning more than 5% of VPG common stock or the Class B common stock.
Common StockClass B Common Stock
Right to
Acquire
RestrictedOwnership
Stock UnitsUnder
ScheduledOptions
to vestExercisable
 Shares of
within 60within 60PercentSharesPercent ofVoting
NameStock (1)daysdaysof Classof StockClassPower (2)
Directors and Named Executive Officers
Marc Zandman13,283(3)2,362-*615,593(4)60.2 %27.1 %
Ziv Shoshani210,683(3)--1.7 %615,487(5)60.2 %27.9 %
Saul V. Reibstein16,9492,362-*-
Timothy V. Talbert18,5202,362-*-
Janet Clarke12,1792,362-*-
Bruce Lerner10,0362,362-*-
Wesley Cummins5,6242,362-*-
William M. Clancy29,068--*-
Amir Tal7,374--*-
Sejal Shah Gulati5952,362-*
All Directors and Executive Officers
as a group (10 Persons)321,30116,534-2.7 %615,59360.2 %28.5 %
c/o Vishay Precision Group, Inc.
3 Great Valley Parkway, Suite 150
Malvern, PA 19355
Mrs. Ruta Zandman3,010(3)*787,096(6)76.9 %34.5 %
c/o Vishay Intertechnology, Inc.
63 Lancaster Avenue
Malvern, PA 19355
Dimensional Fund Advisors LP (7)948,6487.5 %4.2 %
Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746
  Common Stock Class B Common Stock
      Right to        
      Acquire        
    Restricted Ownership        
    Stock Units Under        
    Scheduled Options    Amount and   
    to vest Exercisable    Nature of   
    within 60 within 60 Percent Beneficial Percent of
Name    Shares of Stock    days    days    of Class    Ownership    Class
Directors and Executive Officers         ��    
               
Marc Zandman (1) 543 - - *  106 * 
Ziv Shoshani 12,065 1,255 12,550 *  - - 
Samuel Broydo - - - *  - - 
Saul V. Reibstein - - - *  - - 
Timothy V. Talbert 71 - - *  - - 
William M. Clancy 981 - - *  - - 
Thomas P. Kieffer 3,261 - - *  - - 
               
All Directors and Executive Officers 16,921 1,255 12,550 *  106 * 
as a group (7 Persons)              
c/o Vishay Precision Group, Inc.              
3 Great Valley Parkway, Suite 150              
Malvern, PA 19355              
               
Dr. Felix Zandman (2) 3,010 - - *  1,018,663 99.4%
c/o Vishay Intertechnology, Inc.              
63 Lancaster Avenue              
Malvern, PA 19355              
               
Fidelity Investments (3) 1,361,266 - - 11.1% - - 
82 Devonshire Street              
Boston, MA 02109              
               
Gates Capital Management, Inc. (4) 1,162,717 - - 9.4% - - 
1177 Avenue of the Americas              
New York, NY 10036              
18



BlackRock Inc. (8)923,5387.3 %4.0 %
55 East 52nd Street
New York, NY 10022
Renaissance Technologies LLC (9)638,3145.1 %2.8 %
800 Third Avenue
New York, NY 10022
Harvey Partners, LLC (10)707,2085.6 %3.1 %
120 White Plains Road, Suite 430
Tarrytown, NY 10591
Eugenia A. Ames (11)91,1618.9 %4.0 %
c/o Mr. Leroy Rachlin
Janney Montgomery Scott
780 Route 37 West, Suite 130
Toms River, NJ 08755
Deborah S. Larkin59,0165.8 %2.6 %
c/o Mr. Bruce Auerbach
World Financial Center
270 Madison Avenue, Suite 1503
New York, NY 10016
Barbara J. Winslow51,8735.1 %2.3 %
90 Eighth Avenue, Apt. 8B
Brooklyn, NY 11213
____________________

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*
*Represents less than 1% of the outstanding shares of such class or the total voting power, as the case may be.
(1)In addition to the amounts shown, each share of Class B common stock held by such holder, if applicable, may be converted into one share of common stock upon the election of such holder.
(1)      (2)The percentage of total voting power represents voting power with respect to all shares of common stock and Class B common stock, as a single class, calculated on the basis of 10 votes per share of Class B common stock and one vote per share of common stock.
(3)Includes 3,010 shares of commons stock held in a family trust, of which Mrs. Ruta Zandman, Mr. Marc Zandman, and Mr. Ziv Shoshani are co-trustees and have shared voting power.
(4)Includes 615,487 shares of Class B common stock held in a family trust, of which Mrs. Ruta Zandman, Mr. Marc Zandman, and Mr. Ziv Shoshani are co-trustees and have shared voting power; 53 shares of Class B common stock directly owned by Marc ZandmanMr. Zandman; and 53 shares of Class B common stock owned by MarcMr. Zandman’s minor child.
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(2)(5)Includes 44,052615,487 shares of Class B common stock directly owned by Dr. Felix Zandman; 571,435 shares held in family trusts, of which Dr. Zandman is the trustee and over which Dr. Zandman shares voting and dispositive control with Mrs. Ruta Zandman; and 403,176 shares held in a votingfamily trust, of which Dr.Mrs. Ruta Zandman, Mr. Marc Zandman, and Mr. Ziv Shoshani are co-trustees and have shared voting power.
(6)Includes 615,487 shares of Class B common stock held in a family trust, of which Mrs. Ruta Zandman, Mr. Marc Zandman, and Mr. Ziv Shoshani are co-trustees and have shared voting power. Pursuant to an agreement relating to the family trust, each of Mrs. Zandman and Messrs. Zandman and Shoshani is required to cause shares controlled by the trusteetrust to be voted in support of the election of Mr. Zandman and overMr. Shoshani as directors of the Company. Also includes 171,609 shares of Class B common stock held by third parties that are subject to a voting agreement pursuant to which Dr.Mrs. Zandman has sole voting control. The shares held inthe power to direct the voting trust consist of 223,862 shares deposited by the Estate of Mrs. Luella B. Slaner and 179,314 shares deposited by Mrs. Slaner’s children and various trusts for the benefit of Mrs. Slaner’s children and grandchildren. The voting trust agreement that governs the voting trust will remain in effect until the earlier of (x) February 1, 2050 or (y) the death or resignation or inability to act of Dr. Zandman, or (z) Dr. Zandman’s election to terminate the trust.such shares.
(3)      (7)Based on information provided in a Schedule 13G13G/A filed on February 14, 20112023 by Fidelity Investments.Dimensional Fund Advisors LP. According to the Schedule 13G, Fidelity Investments13G/A, Dimensional Fund Advisors LP, in its capacity as an investment advisor, may be deemed to have the sole power to vote or to direct the vote with respect to 1,361,266932,391 shares of common stock;stock and may also be deemed to have the sole power to dispose or direct the disposition with respect to 1,361,266 shares.of 948,648 shares of common stock.
(4)(8)Based on information provided in a Schedule 13G13G/A filed on February 11, 2011January 31, 2023 by Gates Capital Management,BlackRock, Inc. According to the Schedule 13G, Gates Capital Management,13G/A, BlackRock, Inc. may be deemed to have sole power to vote or direct the vote with respect to 1,162,717897,582 shares of common stock;stock and may also be deemed to have the sole power to dispose or direct the disposition with respect to 1,162,717923,538 shares of common stock.
(9)Based on information provided in a Schedule 13G/A filed on February 13, 2023 by Renaissance Technologies LLC. According to the Schedule 13G/A Renaissance Technologies LLC may be deemed to have sole power to vote or direct the vote with respect to 595,473 shares of common stock and may also be deemed to have the sole power to dispose or direct the disposition with respect to 638,314 shares of common stock.
(10)Based on information provided in a Schedule 13G/A filed on February 14, 2023 by Harvey Partners, LLC. According to the Schedule 13G/A Harvey Partners, LLC may be deemed to have sole power to vote or direct the vote with respect to 668,780 shares of common stock and may also be deemed to have the sole power to dispose or direct the disposition with respect to 707,208 shares of common stock.
(11)Includes 91,161 shares of Class B common stock that are subject to a voting agreement pursuant to which Mrs. Ruta Zandman may direct the voting of such shares.

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance
Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who beneficially own more than ten percent of our common stock to report their ownership of, and transactions in, our stock in filings with the SEC. Copies of these reports are also required to be supplied to VPG. VPG believes, based solely on a review of the copies of such reports received, that our directors and executive officers and persons who beneficially own more than ten percent of our common stock complied with all applicable Section 16(a) reporting requirements during the year ended December 31, 2010.2022, except that Mr. Cummins filed one late Form 4 reporting a purchase of shares due to administrative error.

Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was at any time during 20102022 an officer or employee of VPG or any of the Company’s subsidiaries nor was any such person a former officer of VPG or any of the Company’s subsidiaries. In addition, no Compensation Committee member is an executive officer of another entity at which one of the Company’s executive officers serves on the board of directors.

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20




EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Information ConcerningThis Compensation Discussion and Analysis describes the Company’s executive compensation program and explains how the Compensation Committee made compensation decisions for our Named Executive Officers
The named executive officers of VPG, along with their respective ages and positions with VPG, as of April 18, 2011, (the “NEOs”) who are as follows:
identified below:
NameAgePosition
Named Executive OfficerPosition
Ziv Shoshani44President and Chief Executive Officer and Director
William M. Clancy48Executive Vice President and Chief Financial Officer
Thomas P. KiefferAmir Tal58Senior Vice President and Chief TechnologyAccounting Officer

Ziv Shoshani is our President and Chief Executive Officer. He also serves on our Board. Mr. Shoshani was Chief Operating Officer of Vishay Intertechnology from January 1, 2007 to November 1, 2009. During 2006, he was Deputy Chief Operating Officer. Mr. Shoshani was Executive Vice President of Vishay Intertechnology from 2000 until July, 2010 with various areas of responsibility, including Executive Vice President of the Capacitors and the Resistors businesses, as well as heading the Measurements Group and Foil Divisions. Mr. Shoshani was employed by Vishay Intertechnology since 1995 until July, 2010 and has been a member of the Vishay Intertechnology board of directors since 2001. Mr. Shoshani is a nephew of Dr. Felix Zandman, the founder and executive chairman of Vishay Intertechnology who controls approximately 45% of the voting power of our Company.
William M. Clancy is our Executive Vice President and Chief Financial Officer. Mr. Clancy was Corporate Controller of Vishay Intertechnology from 1993 to November 1, 2009. He became a Vice President of Vishay Intertechnology in 2001 and a Senior Vice President of Vishay Intertechnology in 2005. Mr. Clancy also has served as Corporate Secretary of Vishay Intertechnology from 2006 to 2009 and was Assistant Corporate Secretary of Vishay Intertechnology from 2002 to 2006. From June 16, 2000 until May 16, 2005 (the date Vishay Intertechnology acquired the noncontrolling interest in Siliconix Incorporated), Mr. Clancy served as the principal accounting officer of Siliconix. Mr. Clancy was employed by Vishay Intertechnology from 1988 until July 2010.
Thomas P. Kieffer is our Senior Vice President and Chief Technical Officer. Mr. Kieffer was promoted to the position of Senior Vice President – Corporate R&D for Vishay Intertechnology’s Measurements Group and Foil Resistors Division on January 1, 2008. Prior to that, Mr. Kieffer was Senior Vice President of Vishay Intertechnology’s Micro-Measurements and Load Cells Divisions. He became Division Head of Vishay Intertechnology’s Measurements Group Division in 2000 and from 2002 through 2005 was involved in several acquisitions of measurements businesses. Mr. Kieffer was employed by Vishay Intertechnology from 1984 until July, 2010.
Officers serve, at the discretion of the Board, until the meeting of the Board next following each annual meeting of stockholders, subject to their rights under any contracts of employment described under “Compensation Discussion and Analysis.”
Compensation Discussion and Analysis
Overview
Until July 6, 2010, when we were spun off as an independent public company, we were a subsidiary of Vishay Intertechnology. Prior to the spin-off, the compensation and strategic affairs committees of Vishay Intertechnology’s board of directors (the “VSH committees”) developed our compensation framework, which is influenced by historical practices at Vishay Intertechnology as well as by recommendations from compensation consultants retained by the VSH committees in anticipation of the spin-off. Please see the discussion under the heading “Role of the Compensation Consultant” herein.
Since July 6, 2010, the Compensation Committee, in consultation with our Board, has been responsible for reviewing and recommending to the Board employment agreements with our executive officers; reviewing and approving annual corporate goals and objectives for our executive officers; determining annual base salaries, performance bonuses and long-term incentive awards for our executive officers; and administering our equity-based plans.
Compensation Philosophy Generallyand Objectives
In formulating the compensation arrangements for our executive officers, the VSH committeeswere guided generally by the executive compensation philosophy adopted by the Vishay Intertechnology compensation committee. The VSH committees believed that VPG’s compensation packages should combine base salary with an opportunity for annual cash bonuses and include long-term equity awards designed to align the interests of senior management with the long-term interests of our stockholders. In developing the compensation of our executive officers, however, the VSH committees also took into account the fact that following the spin-off, we would be a substantially smaller company than our former parent. In the case of Mr. Shoshani, the VSH committees took into special consideration the opportunities that Mr. Shoshani chose to forego at Vishay Intertechnology in order to lead VPG, his demonstrated ability to run our Company and serve as our chief executive officer, and the incentives necessary to retain Mr. Shoshani going forward.
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Our Compensation Committee, which was formed immediately after the spin-off, reviewed the VSH committees’ executive compensation determinations. The Compensation Committee, with the approval of our full Board, implemented the executive compensation arrangements approved by the VSH committees by entering into formal employment agreements with each of our executive officers. See the discussion under the headings “Compensation Components” and “Employment Agreements” for a description of the terms of the employment agreements.
Our executive compensation packages, including severance benefits, areprogram is designed to assist us in recruiting, retaining and motivating key employees who can function effectively both in periods of recessionour NEOs and economic strength, and provideproviding our executivesNEOs with an appropriate level of job security,compensation, commensurate with their contributions to the Company and their tenure.Company. The Compensation Committee believes that the elements of our executive compensation program, as well as the mix of these elements in relation to total compensation, reward intrinsically sound management decisions and do not encourage undue risk taking to enhance short-term profitability at the expense of the long-term financial health and viability of the enterprise. EachCompany. The Compensation Committee seeks to mitigate any compensation-related risk by:
•providing a meaningful portion of total compensation in the form of equity incentives that are earned over multiple years (to encourage a long-term focus); and
•capping annual cash bonuses for our NEOs at 200% of base salary for Mr. Shoshani, at 105% of base salary for Mr. Clancy, and at 75% for Mr. Tal (to provide appropriate balance between short- and long-term objectives).
Please see the discussion below under the headings “Performance Bonus” and “Equity Compensation” for further detail regarding performance bonus and long-term equity incentive targets.
Considerations for Setting 2022 Compensation
The Compensation Committee considered a number factors when setting each NEO’s compensation, including competitive market data derived from our peer group, individual and Company performance, and the NEO’s role and responsibilities. The Compensation Committee reviewed competitive market data that was derived from our 2022 compensation peer group, which is composed of the following companies
Badger Meter, Inc.Mercury Systems, Inc.
CSW Industrials, Inc.ONTO Innovation Inc.
CTS Corp.Hurco Companies, Inc.
Daktronics Inc.Luna Innovations, Inc.
Faro Technologies Inc.Amtech Systems, Inc.
ESCO Technologies Inc.nFlight, Inc.

The Compensation Committee did not align NEOs’ compensation to a particular benchmark level but considered pay data as one point of reference when setting NEO compensation.
Role of the Compensation Consultant
As permitted under its charter, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant for 2022. In particular, Meridian advised the Compensation Committee on our 2020 compensation peer group and provided the Compensation Committee an assessment of the compensation of our Senior Vice President and Chief Accounting Officer against peer group practices.
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The Compensation Committee determined that the work performed by Meridian did not give rise to a conflict of interest and that Meridian was independent of management. In making this determination, the Compensation Committee considered the factors outlined in the NYSE listing standardsrelating to compensation consultant independence, including whether the compensation consultant has provided other services to the Company, the magnitude of the projected fees payable to the compensation consultant in the context of the compensation consultant's total revenues, the absence of personal or business relationships between members of the Compensation Committee or the Company’s executive officer’s targetofficers and the compensation consultant, and whether any member of the compensation consultant’s team owns, or otherwise has an investment or interest in, the Company’s common stock.
Compensation Components
The following are the primary components of our executive compensation program:
•Base salary;
•Annual performance bonus (payable in cash); and
•Annual long-term equity incentive compensation is equal(payable in RSUs).
In addition to his target short-term performance bonus, with the exceptionforegoing, our NEOs are eligible to receive severance, certain perquisites and customary welfare and retirement benefits. Each of the primary components of our CEO, whose target long-term equity incentiveexecutive compensation exceeds his target performance bonus. Theprogram, and the methodology used to determine the amounts, and mix, of such compensation, are discussed below.
Base Salaries
Minimum base salaries for our NEOs are established in their respective employment agreements, the material terms of which are summarized below under the heading “Employment Agreements.” Each year, the Compensation Committee believesreviews the appropriateness of each NEO’s base salary. In determining whether to increase base salary of an NEO, the Compensation Committee considers the following factors: competitive market data derived from our peer group, individual and Company performance, and the NEO’s role and responsibilities. We believe that this mixsetting our NEOs' base salaries based on the foregoing factors helps us to retain our NEOs, while appropriately motivating them to fulfill their core responsibilities and duties.
Variations in base salary among our NEOs reflect the differences in their respective positions, duties and responsibilities.
Effective January 1, 2022, the annual base salaries for our NEOs were as follows:
20222021
ExecutiveBase SalaryBase Salary% increase (3)
Ziv Shoshani
       President and Chief Executive Officer (1)$720,053 $705,270 6.0 %
William M. Clancy
       Executive Vice President and Chief Financial Officer$391,250 $376,202 4.0 %
Amir Tal
Senior Vice President and Chief Accounting Officer (2)$294,010 $265,437 15.0 %
____________________
(1)Pursuant to Mr. Shoshani’s employment agreement, his 2022 base salary was 2,420,092 New Israeli Shekels ("NIS") and his 2021 base salary was 2,283,106 NIS. The U.S. Dollar amount shown in the table is based on the weighted average exchange rate for 2022 of 3.36099 and for 2021 of 3.23721.
(2)Pursuant to Mr. Tal's employment agreement, his 2022 base salary was 988,165 NIS and his 2021 base salary was 859,274. The U.S. Dollar amount shown in the table is based on the weighted average exchange rate for 2022 of 3.36099 and for 2021 of 3.23721.
(3)Percentage increase is based on local currency amounts.
Effective January 1, 2023, Mr. Shoshani received an increase in his base salary to 2,516,896 NIS, or $770,400, converted using a weighted average budgeted exchange rate for 2023 of long-term equity incentive compensation3.267; Mr. Clancy received an increase in
22



his base salary to $406,900; and shorter-term performance bonus opportunity discourages excessive risk-takingMr. Tal received an increase in the short term and rewards appropriate focus on achievementhis base salary to 1,027,692 NIS or $314,567, converted using a weighted average budgeted exchange rate for 2023 of both short-term and long-term objectives.3.267.
Annual Performance Philosophy
Cash Bonus
Our compensation philosophy is intended2022 annual performance cash bonus program was designed to dovetail withincent our philosophy regarding evaluation of operating performance.
NEOs to achieve certain predetermined objectives set by the Compensation Committee and the Board.
The 2022 annual performance bonuses and long-term equity incentive awards for our executive officers arecash bonus payouts were based on achievement of objectivestwo equally weighted corporate objectives: adjusted operating margin and adjusted EBITDA. The target levels of adjusted operating margin and adjusted EBITDA for 2022 were set forth in their respective employment agreements. Our executive officers’ employment agreements provide that their 2010 performance bonusesat $48.5 million and long-term equity incentive awards will be determined based on two measures of Company performance: “adjusted operating margin” and “adjusted EBITDA.” $65.6 million, respectively.
Adjusted operating margin and adjusted EBITDA mean, respectively, operating margin and earnings before interest, taxes, depreciation and amortization, in each case determined in accordance with U.S. GAAP accounting principles generally accepted in the United Statesand adjusted to exclude various items that management believes are not indicative of the intrinsic operating performanceoutside of our business,core operations, including purchase accounting inventory adjustments, COVID-19 impacts, start-up costs, restructuring and related severance costs, fixed asset or inventory write-downs and related purchase commitment charges, impairment charges for goodwill or indefinite-lived intangible assets,foreign exchange gains and individually material one-time gains or charges.
In 2011 and going forward, the performance bonuses and long-term equity incentive awards for Messrs. Shoshani and Clancy will continue to be based onlosses. The Board determined that adjusted operating margin and adjusted EBITDA for 2022 should exclude the impact of $1.6 million for purchase accounting adjustments, $0.2 million for start-up costs, $1.5 million in accordancerestructuring costs, and $0.1 million impact of government subsidies, net with costs incurred by the termsCompany as a result of their respective employment agreements. Pursuant to Mr. Kieffer’s employment agreement, his performance bonuses and long-term equity incentive awards will be based on adjusted operating margin andthe COVID-19 pandemic. Additionally, adjusted EBITDA as well as certain individualexcludes the impact of $(3.6) million of foreign currency exchange rates on assets and financialliabilities.
These performance goals approved by the Compensation Committee and relating to operations for which he is responsible.
The Compensation Committee, in consultation with the Chairman of the Board, undertakes an annual review of the executive compensation program to ensure that it continues to encourage and reward satisfaction of our operational and financial objectives. The Compensation Committee also consults with our Chief Executive Officer regarding compensation of our other executive officers.
Role of the Compensation Consultant
To assist in formulating the initial compensation arrangements of our executive officers in connection with the spin-off, the VSH committees retained the services of two compensation consulting firms, PricewaterhouseCoopers LLP (“PwC”) and Farient Advisors LLC (“Farient”). In the course of their engagement, these compensation consultants also met with Mr. Shoshani and members of the management of Vishay Intertechnology to obtain their input and views. In 2009 and early 2010, the consultants assisted the VSH committees in the formulation of the compensation arrangements for our executive officers, particularly for Mr. Shoshani. They assessed the reasonableness and interrelation of the individual elements of the compensation packages and provided input to the VSH committees with respect to then current compensation practices among comparable public companies and in comparable transactions. PwC had been previously engaged by the Vishay Intertechnology compensation committee to assist it in executive compensation matters. Farient was recommended to the VSH committees by management of Vishay Intertechnology.
Our Compensation Committee reviewed the executive compensation determinations of the VSH committees and ratified the executive compensation framework developed by them. The Compensation Committee continues to review our executive compensation packages and expects to engage independent compensation consultants as the Compensation Committee deems appropriate.
Compensation Components
The primary components of the compensation packages for our executive officers, as prescribed by their employment agreements, are:
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In addition to the foregoing, our executive officers are eligible to receive severance and customary welfare and retirement benefits. Each of the primary components of executive compensation, and the methodology used to determine the amounts and mix of such compensation, are discussed herein.
Base Salaries
The base salaries of our executive officers were determined based on an analysis of executive compensation at comparable public companies identified by the compensation consultants identified herein. We believe that setting our executive officers’ base salaries within a market-competitive range of base salaries offered to similarly situated executives of comparable public companies will help us to retain our executive officers, while appropriately motivating them to fulfill their core responsibilities within VPG. Based on input from the compensation consultants in 2009 and early 2010, the market-competitive ranges were determined by the VSH committees as the 25th and 75th percentiles of compensation data for such comparable companies. These ranges were: $367,000 to $463,000 for the chief executive officer; $216,000 to $259,000 for the chief financial officer; and $192,000 to $307,000 for the chief technology officer. The variations in base salary of each of our executive officers reflect the differences in their respective positions, duties and responsibilities.
The base salaries approved for our executive officers for 2010 are as follows:
      2010 Base
Name  Salary (1)
Ziv Shoshani    
       President and Chief Executive Officer $      435,000 (2)
William M. Clancy    
       Executive Vice President and Chief Financial    
       Officer  250,000 
Thomas P. Kieffer    
       Senior Vice President and Chief Technical Officer  225,000 
____________________

(1)      2010 Base Salaries for our executive officers became effective on July 6, 2010 (the date that we completed our spin-off from Vishay Intertechnology).
(2)Pursuant to Mr. Shoshani’s employment agreement, his base salary is paid in New Israeli Shekels (NIS) based on a fixed exchange rate determined in accordance with his employment agreement.
On March 15, 2011, the Compensation Committee of the Board approved the following base salaries for our executive officers, effective January 1, 2011: $478,500 (Mr. Shoshani); $262,500 (Mr. Clancy); and $230,625 (Mr. Kieffer).
Performance Bonus
Annual performance bonuses are designed to incent our executive officers to achieve certain predetermined objectives set by the Compensation Committee and Board. Similar to base salary, the VSH committees believed that it would be appropriate and desirable to establish target performance bonuses within a market-competitive range of bonuses granted to similarly situated executives at comparable public companies. We believe that setting target performance bonuses in this fashion is necessary to attract and retain executive officers, as well as to appropriately motivate them to make meaningful contributions to our business.
The performance bonuses for our executive officers for 2010 were based on achievement of two corporate objectives, consisting of our adjusted operating margin and our adjusted EBITDA. The target levels of adjusted operating margin and EBITDA for 2010 were set at $18 million and $28 million, respectively, and one-half of the bonus potential for each executive officer is attributable to the achievement of each of these performance objectives. These targets were intended to represent challenging, but reasonable, goals, the achievement of which will contribute meaningfully to long-term stockholder value creation as well as the short-term success of our business.
Each executive was eligible to receive a performance bonus, for each 2010 performance objective, if our performance with respect to that objective equaled at leastIf less than 80% of the targeted amount.target for a performance goal were attained, the NEOs would not receive any portion of their performance bonus tied to such performance goal. The table hereinbelow sets forth the payments that each executive officer wasof Messrs. Shoshani, Clancy, and Tal would have been eligible to receive (expressed as a percentage of his base salary) pursuant to our annual performance bonus plan and his respective employment agreement with respect to each 20102022 performance objective, based upon various levels of actual performance.

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Potential Performance Bonus Payments for Messrs. Shoshani, Clancy, and Tal for Each Performance Objective, in Relation to Target Performance*
 
  Percentage of Target Performance Objective     
  Achieved  Maximum
                Performance
  80% of 80—100% of 100—150% of Bonus for
  Target Target Target Each
      Performance     Performance     Performance     Performance
Executive  Objective Objective Objective Objective
Ziv Shoshani                   
       President and Chief 25%           25—37.5%   37.5—100%     100% 
       Executive Officer                   
William M. Clancy                   
       Executive Vice 13.35%   13.35—20%   20—40%   40% 
       President and Chief                   
       Financial Officer                   
Thomas P. Kieffer                   
       Senior Vice President 10%   10—15%   15—30%   30% 
       and Chief Technical                   
       Officer                   
Percentage of Target Performance Objective
AchievedMaximum
Performance
80% of
80—100% of
100—150% of
Bonus for
TargetTargetTargetEach
PerformancePerformancePerformancePerformancePerformance
ExecutiveObjectiveObjectiveObjectiveObjectiveObjective
Ziv Shoshani
President andAdjusted EBITDA25%25-50%50-100%100%
Chief Executive OfficerAdjusted Operating Margin25%25-50%50-100%100%
William M. Clancy
Executive Vice PresidentAdjusted EBITDA21.7%21.7-32.5%32.5-52.5%52.5%
and Chief Financial OfficerAdjusted Operating Margin21.7%21.7-32.5%32.5-52.5%52.5%
Amir TalAdjusted EBITDA13.35%13.35-25%25-37.5%37.5%
Senior Vice President andAdjusted Operating Margin13.35%13.35-25%25-37.5%37.5%
Chief Accounting Officer
____________________

*      
*All performance bonus payments set forth in this table are expressed as a percentage of the applicable executive officer’s base salary and represent the potential payments to our executive officers with respect to each performance objective. In 2010, there were two performance objectives for our executive officers: adjusted operating margin and adjusted EBITDA.
The aggregate target performance bonuses for each of Messrs. Shoshani, Clancy, and Kieffer,Tal, pursuant to their respective employment agreements and taking into account both 2010all 2022 performance objectives, were 75%100%, 40%65%, and 30%50% of their respective base salaries. The maximum 20102022 performance bonuses payable to Messrs. Shoshani, Clancy, and KiefferTal were 200%, 80%105%, and 60%75% of their respective base salaries. We believe that the target and maximum performance bonus levels and the corresponding payouts are such that they do not encourage excessive risk-taking and represent appropriate compensation in light of each executive officer’s responsibilities.

The Board and the Compensation Committee determined that in 2010, our 2022 adjusted operating marginEBITDA was $19.8$62.0 million (or 110.17%94.5% of the target) and our 2022 adjusted EBITDAoperating margin was $29.5$47.2 million (or 105.27%97.2% of the target). In March 2011,Accordingly, for the executive officersadjusted EBITDA target, Messrs. Shoshani Clancy and Tal each received a cash bonus equal to 43.1%, 29.5%, and 21.8% of their respective base salaries. For the adjusted operating margin target, Messrs. Shoshani, Clancy, and Tal each received a cash bonus equal to 46.5%, 31.0% and 23.4% of their respective base salaries.
The total of these performance bonuses with respect to 2010 performance that arefor Messrs. Shoshani, Clancy and Tal is reflected under the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table herein.
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Equity Compensation
Our executive compensation frameworkprogram uses the grant of long-term equity awards as the primary tool for aligning the interests of our executive officersNEOs with the long-term interests of our stockholders. In establishingThe NEOs’ employment agreements established the following target and maximum valuesvalue of long-termtheir respective annual equity grants.

•On or about January 1 of each year, each NEO receives equity awards ("Annual Equity Grant"), with an aggregate value equal to the VSH committees used as a reference pointfollowing percentages of their base salary: 175% (with respect to Mr. Shoshani), 75% (with respect to Mr. Clancy), and 40% (with respect to Mr. Tal). The Annual Equity Grant, which is in the market-competitive rangeform of long-term equity awards granted to similarly situated executive officers of comparable public companies. The long-term equity award targets for our executive officers were established to compensate each of them at the appropriate market-competitive median level according to their respective positions, duties and responsibilities, as well as to recognize their individual ability to affect stockholder value creation.
Like the performance bonuses described herein, the 2010 long-term equity incentive awards wererestricted stock units (“RSUs”), is sized based on achievementthe average closing price of our stock on the New York Stock Exchange for the five consecutive trading days immediately preceding January 1 of the same two corporate objectives discussed herein with respect to 2010 performance bonuses. Each executive is eligible to receive a long-term equity award, payable in RSUs, for each 2010 performance objective, if actual performance with respect to that objective equaled at least 80%year of grant.
•50% of the targeted performance. The table herein sets forthAnnual Equity Grant is in the awards that each executive officer is eligible to receive (expressed as a percentageform of his base salary) with respect to each 2010 performance objective, based upon various levels of actual performance.
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Potential Long-Term Equity Incentive Award for Each Performance Objective, in Relation to Target Performance*
  Percentage of Target    
  Performance Objective Maximum
  Achieved Performance
  80% of 80—100% of Bonus for
  Target Target Each
      Performance     Performance     Performance
Executive  Objective Objective Objective
Ziv Shoshani             
       President and Chief 25%         25—50%         50% 
       Executive Officer             
William M. Clancy             
       Executive Vice             
       President and Chief 10%  10—20%   20% 
       Financial Officer             
Thomas P. Kieffer             
       Senior Vice President             
       and Chief Technical 7.5%  7.5—15%   15% 
       Officer             
____________________

*      The long-term equity incentive awards set forth in this table are expressed as a percentage of the applicable executive officer’s base salary and represent the potential awards to our executive officers with respect to each performance objective. In 2010, there were two performance objectives for our executive officers: adjusted operating margin and adjusted EBITDA.
Pursuant to each employment agreement, 25%performance-based RSUs ("PBRSUs") which vest on January 1 of the third year following the date of grant, but only to the extent that performance criteria have been achieved and provided the executive remains continuously employed by us through such date. The performance criteria are determined by the Compensation Committee and are based on metrics set forth in the 2022 Stock Incentive Plan.
•50% of the Annual Equity Grant is in the form of time-vested RSUs granted in respect of any long-term incentive equity award willwhich vest on the applicable grant date and the remaining RSUs will vest in three equal annual installments beginning on the first anniversaryJanuary 1 of the third year following the date of grant date,provided the executive remains continuously employed by us through such date.
•The Annual Equity grant is subject to accelerated vesting upon a change of control of the Company, an event giving rise to a severance entitlement, death or disability.

With respect to each performance criterion, and as illustrated below, (i) 50% of the total number of PBRSUs subject to such criterion will vest if 80% of the applicable objective is met, and (ii) an additional 2.5% of the total number of PBRSUs subject to such criterion will vest for each additional full 1% (between 80% and 100%) of the applicable performance objective that is met.

2022 Annual Equity Grant Components
Performance-Based RSUs for Each Performance Objective
ExecutiveTime-Vested RSUs
(# of RSUs)		80% of
Target
(# of PBRSUs)		80—100% of Target
(# of PBRSUs)
Ziv Shoshani18,2664,566.754,566.75-9,133.5
William M. Clancy3,944986986-1,972
Amir Tal1,705426426-853

Vesting of the PBRSUs is subject to the achievement over the three-year performance period ending on December 31, 2024 of two equally weighted corporate objectives: cumulative Adjusted Net Earnings and cumulative Adjusted Free Cash.
“Adjusted Net Earnings” means the Company’s net profits after taxes, including the impact of acquisitions, if any, adjusted for reconciling items as set forth in the associated years' annual reports to stockholders. “Adjusted Free Cash” means the amount of cash generated from the Company’s operations in excess of capital expenditures and net of proceeds from the sale of assets, including the impact of acquisitions, if any.
The maximum aggregatetarget levels of Adjusted Net Earnings and Adjusted Free Cash over that three-year period from 2022-2024 were set at $118,292,000 and $77,663,000, respectively. The Company's achieved performance against each of these performance goals determines the vesting for fifty percent (50%) of the total number of PBRSUs granted to each
25



NEO. These targets are intended to represent challenging, but reasonable, goals, the achievement of which will contribute meaningfully to long-term equity incentive awards payablestockholder value creation as well as the long-term success of our business.
Each executive who received a 2022 Annual Equity Grant is eligible to Messrs. Shoshani, Clancyvest in a portion of the PBRSUs included within the 2022 Annual Equity Grant to the extent that our performance with respect to one or both of the objectives equals at least 80% of the targeted amount. If the 80% threshold target for a performance goal is not attained, the executive would not receive any portion of the PBRSUs attributable to such target and Kieffer,that portion of the grant would be forfeited. The table above sets forth the vesting of the PBRSUs that each executive officer would be eligible to receive (expressed as a number of shares) pursuant to theirhis respective employment agreements, are equalagreement with respect to each 2022 performance objective, based upon various levels of actual performance.
The Annual Equity Grants awarded to each of the target amounts of such awards: 100%, 40% and 30% of their respective base salaries. In March 2011, the Compensation Committee and the Board approved grants to the executive officersNEOs in accordance with the target (and maximum) awards provided for in the executive officers’ respective employment agreements. These awards2022 are included in the “Stock Awards” column in the Summary Compensation Table herein.
In January 2020, Mr. Shoshani, Mr. Clancy and Mr. Tal were granted PBRSUs that were subject to vesting based on two performance conditions - Adjusted Net Earnings and Adjusted Free Cash - measured over a three-year period ended December 31, 2022. The Compensation Committee determined, after reviewing the Company’s performance during this measurement period, that the Company had achieved 88.3% of the target for Free Cash and 108.7% of the target for Adjusted Net Earnings. Accordingly, for the PBRSUs granted to our NEOs in January 2020, 88.3% of the PBRSUs for the Free Cash target vested and 100% of the PBRSUs for the Adjusted Net Earnings target vested.
Employment Agreements
The Company entered into employment agreements in 2011, which have been subsequently amended, with Messrs. Shoshani Clancy, and Kieffer that are consistent withClancy. In March 2020, the terms set forth in offer lettersCompany entered into by the Company and eachan employment agreement with Mr. Tal. Each of the executives (as disclosed in the Company’s Registration Statement on Form 10 and approved by the VSH committees). The employment agreements provideprovides for the specific targets and payment opportunities, as expressed as a percentage of the applicable employee’s respective base salary, in connection with each element of our executive compensation package discussed hereinabove under the heading “Compensation Components.headings “Annual Performance Cash Bonus” and “Equity Compensation.”
Each employment agreement became effective on July 6, 2010Upon expiration of the current applicable term, Messrs. Shoshani's, Clancy's, and has an initial term of three years. TheTal's employment agreements automatically renew for terms of one additional year unless earlier terminated by the Company or by the executive officer. Each of the employment agreements provides for certain severance payments to the executive officers in the event of termination of their employment as described in greater detail under the heading “Potential Payments Upon a Termination or Change in Control.”
The employment agreements also contain customary non-solicitation and non-competition covenants, which remain in effect for 24 months following termination of employment with respect to Mr. Shoshani and for 12 months following termination of employment with respect to Messrs. Clancy and Kieffer.Tal. The agreements also entitle the executives to additional perquisites and other personal benefits as the Board, through its Compensation Committee, determine are reasonable and consistent with the Company’s overall compensation program.
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Special Spin-Off Payments and Awards
In connection with the spin-off, each of our executive officers received a “founder’s equity grant” in the form of RSUs with an aggregate value of $800,000 (with respect to Mr. Shoshani) or $100,000 (with respect to each of Messrs. Clancy and Kieffer). The number of RSUs granted in connection with each founder’s equity grant was calculated, in accordance with the term sheets entered into with each executive officer, by dividing the aggregate value of the award by the average closing price of our common stock on the New York Stock Exchange during the 10 consecutive trading days immediately following the spin-off from Vishay Intertechnology. Messrs. Clancy and Kieffer’s awards were approved by the Board and granted shortly after the spin-off. Mr. Shoshani’s grant, the terms of which are included in his employment agreement, was deferred to accommodate resolution of certain Israeli tax matters, including receipt of a ruling from the Israeli tax authorities relating to the income tax treatment of Mr. Shoshani’s equity compensation. These founder’s equity grants are shown under the caption “Stock Awards” in the Summary Compensation Table herein.
In addition to the founder’s equity grant, and pursuant to the terms of his employment agreement, Mr. Shoshani received a cash bonus of $400,000 in connection with completion of the spin-off. Pursuant to the Employee Matters Agreement discussed under the heading “Certain Relationships and Related Party Transactions,” Mr. Shoshani was also awarded stock options and RSUs under the Company’s 2010 Stock Incentive Program which replace certain stock options and RSUs issued to him by Vishay Intertechnology that were cancelled in connection with the spin-off. These replacement options and RSUs were issued to Mr. Shoshani in March 2011, after the resolution of certain Israeli tax matters.
Deferred Compensation and Pension Plans
Vishay Intertechnology maintained, among other benefit plans, a non-qualified defined benefit plan (the “Vishay Non-Qualified Retirement Plan”); a qualified defined contribution plan (the “Vishay Employee Savings Plus Plan”); and a non-qualified deferred compensation plan (the “Vishay Key Employee Wealth Accumulation Plan” or “VSH KEWAP”), for highly compensated employees, including executive officers. In anticipation of the spin-off, we formed parallel plans that provide for substantially similar benefits. In connection with the spin-off, Vishay Intertechnology caused the accounts and underlying assets and liabilities under the Vishay Intertechnology plans for our employees who were participating in those plans to be transferred to our corresponding plans or, in the case of Vishay Non-Qualified Retirement Plan and VSH KEWAP assets, from a rabbi trust established by Vishay Intertechnology to a rabbi trust that we established. In addition, prior to the spin-off, Vishay Intertechnology, through a subsidiary, maintained the Measurements Group Inc. Tax Deferred Savings Plan (a qualified defined contribution plan) that was transferred in its entirety to us in connection with the spin-off.
With the exception of Mr. Clancy, none of our executive officersNEOs participated in the Vishay Non-Qualified Retirement Plan. The Vishay Non-Qualified Retirement Plan was frozen effective December 31, 2008, and no further benefits have accrued beyond that date. In connection with the spin-off, we established a corresponding plan, the “VPG Non-Qualified Retirement Plan”,Plan,” to preserve the benefits accumulated by certain of our employees under the Vishay Non-Qualified Retirement Plan. Only active employees who participated in the Vishay Non-Qualified Retirement Plan as of December 31, 2008 are eligible to participate in the parallel VPG plan. In connection with the freezing of
26



the Vishay Non-Qualified Retirement Plan, Mr. Clancy became eligible to participate in a supplemental matching program under the Vishay Employee Savings Plus Plan, pursuant to which amounts were deposited in his VSH KEWAP account. This supplemental matching program will continuecontinues under the corresponding VPG plans.
Every “highly compensated” employee (as such term is defined under ERISA),who has been designated as an Eligible Executive by the administrator of the plan, including our executive officers, is eligible to participate in our non-qualified deferred compensation plan (the “VPG KEWAP”). The VPG KEWAP permits eligible employeesexecutives to make voluntary contributions and provides for discretionary Company contributions. In addition, we are required to make contributions on behalf of Mr. Clancy to his VPG KEWAP account as described above.
Perquisites
We provide executive officers with perquisites and other personal benefits that VPG and the Compensation Committee believebelieves are reasonable and consistent with our overall executive compensation program. These perquisites are not intended, however, to constitute a material portion of the executive’s compensation packages.package. In general, the perquisites, while not integral to the performance of an executive’s duties, must bear some relationship to the executive’s employment and be of perceived benefit to VPG. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers.our NEOs.

Individual Considerations

Compensation among the Company’s senior executivesNEOs reflects a general assessment of their contributions to the Company’s current performance and its prospects for growth in the future. Our successes have always been fueled by the drivers of technological innovation, continuous efficiency improvement and synergistic acquisition. Mr. Shoshani leads in all these areas and his compensation reflects a perception by the Compensation Committee that the areas of his responsibility will continue to be the key drivers of our future performance.
Other Considerations Regarding Executive Compensation
Israeli benefits
Mr.Messrs. Shoshani isand Tal are employed by Vishay Advanced Technologies, Ltd., an Israeli subsidiary of VPG, and is a residentare residents of Israel. As a result, he isthey are entitled to certain benefits that are generally available to employees in Israel on a non-discriminatory basis, but are not afforded to the other named executive officers,Mr. Clancy, including:
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These benefits are required by Israeli law or employment practices generally, and were taken into account by the Compensation Committee in formulating the overall compensation packagepackages for Mr. Shoshani.
Messrs. Shoshani and Tal.
Foreign currency considerations
Mr. Shoshani’s base salary is denominated in U.S. dollars and paid in New Israeli Shekels at a pre-determined exchange rate calculated in accordance with his employment agreement. The Compensation Committee evaluates the effect of foreign currency conversion rates in formulating the overall compensation packagepackages for Mr. Shoshani.Shoshani and Mr. Tal. We determined to set Mr. Shoshani’s base salary in New Israeli Shekels beginning January 1, 2015. Effective January 1, 2022, Mr. Shoshani’s base salary was NIS 2,420,092 on an annual basis. Mr. Tal's base salary in New Israeli Shekels effective January 1, 2022 was NIS 988,165.
Executive Compensation Advisory Vote and Its Frequency
Tax deductibility ofWe included an advisory stockholder vote on executive compensation
Section 162(m) (commonly referred to as "say-on-pay") in our 2022 proxy materials. The Compensation Committee appreciates that over 99% of the Internal Revenue Code limitsvotes cast on such proposal approved the executive compensation discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and the narrative executive compensation disclosure contained in our 2022 Proxy Statement.
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Our Compensation Committee interprets the results of this vote as an endorsement of existing programs and therefore, we have not made material changes to $1 millionour approach to executive officer compensation based on such vote.
In addition, we included in our 2017 proxy materials an advisory stockholder vote on how frequently the annual tax deductionCompany should conduct a “say-on-pay” vote. In line with the Board of Directors’ recommendation, a majority of the shares voting recommended that the Company conduct a “say-on-pay” vote annually. Therefore, our Board of Directors is again this year submitting for a non-binding stockholder vote our executive compensation paidas described in this proxy statement.
Prohibition on Hedging and Pledging our Common Stock
The Company considers it inappropriate for persons employed by or associated with the Company to eachengage in certain transactions related to the securities of the Company and its affiliates (“Subject Securities”) that could result in their interests no longer being aligned with the same interests and objectives as other stockholders of the Company. Therefore, as part of its Securities Trading Policy, the Company restricts these persons from hedging, engaging in short-sales, transacting in publicly traded options, and pledging Subject Securities.

The restrictions apply to all directors, officers, employees, and consultants of the Company or its subsidiaries (“service providers”) as well as family members and any others that reside with a service provider. Family members who do not reside with a service provider are subject to the restrictions if a service provider directs, influences or controls their transactions in Subject Securities. This includes, for example, parents or children of a service provider who consult with the service provider regarding their trades (collectively, the “covered persons”).
Hedging
Certain hedging and monetization transactions, such as zero-cost collars and forward sale contracts, involve the establishment of a short position in the Subject Securities and limit or eliminate the covered person’s ability to profit from an increase in the value of the Subject Securities. Accordingly, these transactions can cause a covered person’s interests to be misaligned with other stockholders of the Company. The Company therefore prohibits all hedging and monetization transactions involving the Subject Securities. Short sales of Subject Securities (sales of securities that are not then owned), including a “sale against the box” (a sale with delayed delivery), and transactions in publicly traded options in the Subject Securities, such as puts, calls and other derivative securities, are also prohibited.
Pledging
Subject Securities held in a margin account or pledged as collateral for a loan may be sold without the covered person’s consent if he or she fails to meet a margin call or defaults on a loan, which may occur at a time when the covered person is aware of material nonpublic information or is otherwise not permitted to trade in Company securities. Therefore, these activities are prohibited.

Clawback Policy

In February 2020, the Compensation Committee adopted a clawback policy. In the event that the Company restates financial statements to correct a material error, the policy generally provides that the Company will seek to recover incentive compensation erroneously awarded during the prior three years to executive officers. The clawback policy is administered by the Compensation Committee, which has the sole discretion in making all determinations under the clawback policy, including the method for recovering erroneously awarded compensation.

Executive Stock Ownership Guidelines

To further align the interests of the Company's executives with its stockholders, the Board adopted stock ownership guidelines in 2021 (the “Executive Stock Ownership Guidelines”) applicable to the Company’s executive officers and other individuals who, from time to time, are deemed subject to the Executive Stock Ownership Guidelines by the Compensation Committee (the “Covered Executives”). The Executive Stock Ownership Guidelines are as follows:
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•The Company’s Chief Executive Officer is required to own shares of the Company’s common stock having an aggregate fair market value equal to or greater than three (3) times the Chief Executive Officer and anyOfficer’s base salary as of the three highest paid other executive officers,Measurement Date (market close on the first trading day in March of each calendar year);
•Each Covered Executive, other than the Chief Executive Officer, and the Chief Financial Officer. However, compensation that qualifies as performance-based compensation is deductible even in excess of $1 million. As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m)required to own shares of the Code. VPG believes that the compensation generally is fully deductible for federal income tax purposes. Our Chief Executive Officer’s compensation is paid by our Israeli subsidiary, Vishay Advanced Technologies, Ltd. However, a portion of that compensation is treatedCompany’s common stock having an aggregate fair market value equal to or greater than one (1) times such Covered Executive’s base salary as compensation paid by VPG pursuant to the Internal Revenue Code; such portion of our Chief Executive Officer’s compensation is subject to Section 162(m) as described above. The portion of our Chief Executive Officer’s compensation that is paid by, and allocated to, Vishay Advanced Technologies, Ltd. is subject to Israeli tax laws, pursuant to which there is no limit on deductibility. All RSUs awarded by VPG, with the exception of the founder’sMeasurement Date (market close on the first trading day in March of each calendar year); and
•Individuals that are Covered Executives as of the date the Executive Stock Ownership Guidelines were adopted will have until the first trading day in March of 2026 to attain the specified level of equity grants, also qualify asownership. Any individual who becomes a Covered Executive later will have until the first Measurement Date that occurs at least five years from the date he or she became a Covered Executive to attain the specified level of equity ownership.
•Following the 5-year phase-in period, Covered Executives who do not meet the required ownership threshold will be generally prohibited from selling stock acquired through equity awards.
•The following will be considered “owned” for the purposes of the Executive Stock Ownership Guidelines:
▪all shares underlying time-based equity awards, whether or not vested;
▪only vested shares underlying performance-based compensation,equity awards; and
▪shares held outright or beneficially owned by the receiptCovered Executive, his or her spouse and minor children, or any trust for the benefit of which requires the Company to achieve performance targets of a type contemplated by a plan approved by stockholders.these individuals.

 
In certain situations, the Compensation Committee may approve compensation that will not satisfy the requirements of Section 162(m), in order to ensure competitive levels of total compensation for its executive officers. The founder’s equity grants made in 2010 do not qualify as performance-based compensation. The Compensation Committee determined that the factors favoring granting these awards outweighed the tax considerations.
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REPORT OF THE COMPENSATION COMMITTEE
 
To Our Stockholders:
 
We have reviewed and discussed with management the Compensation Discussion and Analysis. Based on that review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
 
Respectfully submitted,
 
The Compensation Committee of the Board of Directors
 
Dr. Samuel Broydo, Chairman
Janet Clarke, Chair
Saul Reibstein
Timothy Talbert
 
Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or futurein such filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.

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COMPENSATION TABLES
Summary Compensation Table
Until the completion of our spin-off from Vishay Intertechnology on July 6, 2010, we were a wholly owned subsidiary of Vishay Intertechnology. The information set forth in the following tables reflects compensation earned, held by, or paid to Mr. Ziv Shoshani, Mr. William M. Clancy, and Mr. Thomas P. Kieffer (each a “named executive officer”) based upon services rendered to Vishay Intertechnology through October 31, 2009 and services rendered to our company from November 1, 2009 to December 31, 2010. The services rendered to Vishay Intertechnology by the named executive officers through October 31, 2009 were different than the services being rendered to us in their current positions as executive officers.The information included herein for periods prior to July 6, 2010, including information regarding equity, reflect amounts paid, or equity granted, by Vishay Intertechnology.
The information included in the table should be read in conjunction with the footnotes which follow, the descriptions of the employment agreements with each named executive officerNEO described in “Compensation Discussion and Analysis,” and the “Grants of Plan Based Awards,” “Outstanding Equity Awards,” “Option Exercises and Stock Vested,” “Pension Benefits,” and “Non-Qualified Deferred Compensation” tables on the pages which follow.
Change in
Pension
Value and
Non-EquityNonqualified
Incentive PlanDeferred Comp.All Other
SalaryBonusStock AwardsOption AwardsCompensationEarningsComp.Total
(1)(2)(3)(4)(5)
Name and Principal PositionYear($)($)($)($)($)($)($)($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Ziv Shoshani2022$720,053$—$1,113,891$—$645,443$— $241,666$2,721,053
President and Chief2021$705,270$—$1,324,906$—$1,314,127$1,700 $278,815$3,624,818
Executive Officer2020$646,709$—$904,184$—$428,149$17,761 $243,372$2,240,175
William M. Clancy2022$391,250$—$240,506$—$236,800$— $64,462$933,018
Executive Vice President and2021$376,202$—$301,035$—$374,441$— $61,821$1,113,499
Chief Financial Officer2020$367,744$—$220,919$—$185,344$105,379 $63,589$942,975
Amir Tal2022$294,010$—$103,970$—$133,041$—$118,989$650,010
Senior Vice President and2021$265,437$—$113,970$—$190,006$—$107,123$676,536
Chief Accounting Officer2020210,211—77,243 —81,468—93,067461,989
                    Change in      
                   Pension      
                   Value and      
                Non equity Nonqualified      
                Incentive Plan Deferred Comp. All Other   
    Salary Bonus Stock Awards Option Awards Compensation Earnings Comp.   
    (1) (2) (3) (4) (5) (6) (7) (8) Total
Name and Principal Position Year ($) ($) ($) ($) ($) ($) ($) ($)
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j)
Ziv Shoshani 2010 $    359,071 $    400,000 $     1,726,206 $    206,731 $    410,229 $    7,627 $    287,819 $    3,397,683
President and Chief 2009  305,359  -  69,700  -  -  8,957  222,385 $606,401
       Executive Officer 2008  334,819  -  57,100  -  39,341  3,664  297,824 $732,748
                           
William M. Clancy 2010  226,208  -  200,000  -  115,444  20,929  43,837 $606,418
Executive Vice President and 2009  204,516  -  -  -  -  30,855  49,308 $284,679
       Chief Financial Officer 2008  204,516  -  -  -  39,144  23,940  38,334 $305,934
                           
Thomas P. Kieffer 2010  205,898  -  167,500  -  77,925  -  34,829 $486,152
Senior Vice President and 2009  188,455  -  -  -  -  -  35,285 $223,740
       Chief Technology Oficer 2008  188,455  -  -  -  28,348  -  33,614 $250,417

____________________

31



(1)
(1)
Column (c) reflects each NEO’s base salary earned during each year and, for Messrs. Clancy and Kieffer, includes amounts deferred in accordance with the provisions of Vishay Intertechnology’s 401(k) and deferred compensation plans. Base salaries were increased effective July 6, 2010 in connection with the spin-off as described under the heading “Compensation Discussion and Analysis—Compensation Components, Base Salaries” herein; betweensalary. Effective January 1, 2010 and July 6, 2010, our executive officers’ base salaries were the same as in 2009.2022, Mr. Shoshani’s employment agreement provides for his salary to be denominated in U.S. dollars, but the Company subsequently agreed to pay his salary inwas 2,420,092 New Israeli Shekels at a fixedand Mr. Tal's salary was 988,165 New Israeli Shekels. In 2022, the average New Israeli Shekel/U.S. Dollar exchange rate.rate was 3.36099 NIS per U.S. Dollar.
(2)Mr. Shoshani’s employment agreement provides for a one-time signing bonus equal to $400,000, which is subject to repayment if Mr. Shoshani terminates his employment prior to July 6, 2013 other than due to death, disability or “good reason.”
(3)Column (e) represents (i) the grant-date fair value of 5,000 phantom stock units awarded annually to Mr. Shoshani pursuant to the terms of his employment agreement with Vishay Intertechnology, (ii) the grant-date fair value of RSUs awardedgranted to our named executive officers as their founder’s equity grants upon consummation of the spin-off; (iii) the grant-date fair value of RSUs awarded to the named executive officers with respect to 2010 performance as described herein under “Compensation Discussion and Analysis—Compensation Components, Equity Compensation”; and (iv) the grant-date fair value of RSUs awarded to Mr. Shoshanieach NEO in connection with the spin-off to replace certain unvested RSUslong-term equity award component of his compensation and in Vishay Intertechnology stock that Mr. Shoshani forfeited ataccordance with his employment agreement, computed in accordance with FASB ASC Topic 718 and the time of the spin-off. As described under the heading “Compensation Discussion and Analysis—Special Spin-Off Payments and Awards” herein, Mr. Shoshani received a founder's equity grantassumptions as set forth in the form of RSUs. The number of RSUs earned was equal to $800,000 divided by the average closing priceNote 10 of our common stock during a specified period in July 2010. The grant of these RSUs was delayed pending resolution of certain tax issues until December 2010, by which time the prevailing stock price had risen from its July 2010 levels. As a result, although the number of RSUs comprising this founder's equity grant was fixed in July 2010consolidated financial statements on Form 10-K filed on March 1, 2023, and had a value of $800,000 atassuming that time, the grant-date fair value of these RSUs required to be reported in column (e) for Mr. Shoshani is approximately $1,185,000.
all performance criteria are completely satisfied. For financial statement reporting purposes, the amount of compensation expense for RSUs is recognized ratably over the vesting period of the respective awards. The grant-date fair value does not necessarily reflect the value of shares actually received or which may be received in the future with respect to these awards. The value of these stock awards as set forth in our financial statements is subject to assumptions detailed in Note 13 to our combined and consolidated financial statements.
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(4)Column (f) represents the grant-date fair value of stock options awarded to Mr. Shoshani to replace certain stock options issued by Vishay Intertechnology that Mr. Shoshani forfeited at the time of the spin-off. The grant-date fair value is recognized over the vesting period of the award. There can be no assurance that the grant-date fair value of this award will ever be realized. The value of these stock options as set forth in our financial statements is subject to assumptions detailed in Note 13 to our combined and consolidated financial statements.
(5)(3)Column (g) represents performance-based cash bonuses that our executive officersNEOs received with respect to performance in the applicable year. See “Compensation Discussion and Analysis—Compensation Components, Performance Bonus.”
(6)(4)
Column (h) reflects the change in the actuarial present value of the named executive officer’sNEOs pension and other post-employment benefits under respective defined benefit retirement plans, from the plan measurement date used in preparing the prior year combined and consolidated financial statements to the plan measurement date used in preparing the current year combined and consolidated financial statements, determined using the same interest rate, mortality, and other actuarial assumptions used in our consolidated financial statements. See the “Pension Benefits” table herein for more information on the benefits payable to the named executive officersNEOs under their respective pension plans.
(7)All highly compensated employees of Vishay Intertechnology, including our named executive officers, were eligible
Each NEO is entitled to participate in the Vishay IntertechnologyVPG non-qualified deferred compensation plan, under which is substantially similar to its predecessor plan sponsored by Vishay Intertechnology at the time of the spin-off. Under the VPG non-qualified deferred compensation plan, deferred amounts deferred are credited with earnings based on the performance of notional investment options available under the plan. As of January 1, 2010, the named executive officers are eligible to participate in the VPG non-qualified deferred compensation plan, which is substantially similar to its Vishay Intertechnology predecessor plan.
No portion of the earnings credited during the years presented, under either plan,2022 was “above market” or “preferential.” Consequently, no deferred compensation plan earnings are included in the amounts reported in Column (h). See the “Non-Qualified Deferred Compensation” table for more information on the benefits payable under the VPG non-qualified deferred compensation plan.
(8)(5)All other compensation includes, as applicable, amounts deposited on behalf of each named executive officer into Vishay Intertechnology’sVPG’s non-qualified deferred compensation plan, and the corresponding VPG plan, pursuant to the employment agreements with each named executive officer, personal use of company car, company match on 401(k) contributions, benefits generally available to employees in Israel, and other perquisites, as described herein:herein in the table below.
2022
Ziv Shoshani$34,171 Personal use of Company car
204,984Israeli employment benefits*
2,511Medical and prescription drug insurance premiums
$241,666 
William M. Clancy$12,200 Company contribution to nonqualified deferred compensation plan
15,958Personal use of Company car
12,200Company match to 401(k) plan
20,540Medical and prescription drug insurance premiums
3,564Group Term Life imputed income
$64,462 
Amir Tal$19,958 Personal use of Company car
99,031 Israeli employment benefits*
$118,989 
      2010     2009     2008      
Ziv Shoshani $     100,000 $     100,000 $     100,000 Vishay Intertechnology contribution to nonqualified deferred compensation plan
   14,678  15,638  12,871 Personal use of Company car*
   146,182  79,700  157,906 Israeli employment benefits*
   26,959  27,047  27,047 Medical and prescription drug insurance premiums
  $287,819 $222,385 $297,824  
            
William M. Clancy $4,524 $4,697 $387 Vishay Intertechnology and Company contributions to nonqualified deferred compensation plan
   13,883  13,855  13,828 Personal use of Company car
   9,049  9,346  4,213 Company match to 401(k) plan
   15,659  20,763  19,264 Medical and prescription drug insurance premiums
   722  647  642 Group Term Life imputed income
  $43,837 $49,308 $38,334  
            
Thomas P. Kieffer $5,433 $6,063 $5,070 Personal use of Company car
   12,354  11,307  11,307 Company contribution to 401(k) plan
   15,181  16,228  15,563 Medical and prescription drug insurance premiums
   1,861  1,687  1,674 Group Term Life imputed income
  $34,829 $35,285 $33,614  
____________________
 
* Represents amounts paid in New Israeli Shekels (NIS) and translated at average exchange rates for the year.
____________________
* Represents amounts paid in New Israeli Shekels (NIS) and translated at average exchange rates for the year. In 2022, the average New Israeli Shekel/U.S. Dollar exchange rate was 3.36099 NIS per U.S. Dollar.
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32




Grants of Plan Based Awards
The following table provides information with regard to plan based awards granted to each named executive officerNEO during 2010.2022. The information included in the table should be read in conjunction with the footnotes which follow and the description of performance bonuses and long-term equity incentive awards described in “Compensation Discussion and Analysis—Compensation Components.”
The following table provides information concerning grants of plan-based awards to our named executive officersNEOs during the year ended December 31, 2010.2022.
Grant Date
All OtherFair Value of
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards (1)		Estimated Future Payouts Under
Equity Incentive Plan Awards (2)		Stock Awards (3)Stock Awards (4)
NameGrant DateThreshold
($)		Target
($)		Maximum ($)Threshold
(#)		Target (#)Maximum
(#)		(#)($)
Ziv Shoshani360,027720,0531,440,106
3/3/229,13418,26718,267556,961
3/3/2218,266556,930
William M. Clancy169,803254,313410,813
3/3/221,9723,9443,944120,253
3/3/223,944120,253
Amir Tal78,501147,005220,508
3/3/228531,7051,70551,985
3/3/221,70551,985
                      Stock   
                    Awards: Grant-date
        Number of Fair Value of
    Estimated Future Payments Under Non- Estimated Future Payments Under Shares of Stock and
    Equity Incentive Plan Awards (1) Equity Incentive Plan Awards (2) Stock or Option
Name Grant Date   Threshold   Target ($)   Maximum ($)   Threshold   Target ($)   Maximum ($)   Units (3)   Awards
Ziv Shoshani   - $     326,250 $     870,000 - $     435,000 $     435,000     
  12/14/2010                 69,025 $     1,185,159
                        
William M. Clancy   -  100,000  200,000 -  100,000  100,000     
  7/21/2010                 8,625  100,000
                        
Thomas P. Kieffer   -  67,500  135,000 -  67,500  67,500     
  7/21/2010                 8,625  100,000
____________________
 
____________________

(1)
(1)For 2010,2022, Mr. Shoshani, Mr. Clancy, and Mr. Tal were each executive officer was eligible to earn an annual performance bonus based on the achievement of corporate goals, as described hereineach of adjusted EBITDA and adjusted operating margin targets. The threshold value for each NEO was determined assuming that each performance metric applicable to such bonus for each NEO was satisfied at the minimum level triggering payment. An executive is not entitled to receive any bonus payment with respect to a particular performance metric if less than 80% of the performance target is achieved. Each NEOs performance bonus is further described under the heading “Compensation Discussion and Analysis—Compensation Components, Performance Bonus.” Performance bonuses relating to our NEOs 2022 performance were paid, to the extent earned, in March 2011.2023.
(2)For 2010,2022, each executive officerof Messrs. Shoshani, Clancy, and Tal was eligible to earngranted an annual long-term equity incentive award, based50% of which was in the form of performance-based RSUs which will vest on January 1, 2025, to the achievement of corporate goals, as described hereinextent that each performance metric is achieved. The threshold figure for each NEO was determined assuming that each performance metric applicable to such performance-based RSUs for each NEO was satisfied at the minimum level triggering vesting. An executive is not entitled to receive any vesting with respect to a particular performance metric if less than 80% of the performance metric is achieved. Each NEOs long-term equity award is further described under the heading “Compensation Discussion and Analysis—Compensation Components, Equity Compensation.” Long-Term Equity Incentive AwardsLong-term equity incentive awards for our NEOs for 2022 were granted inon March 2011.3, 2022.
(3)Includes founder’sFor 2022, each of Messrs. Shoshani, Clancy, and Tal was granted an annual long-term equity incentive award, 50% of which was in the form of time-vested RSUs, which will vest on January 1, 2025. Each NEOs long-term equity award is further described under the heading “Compensation Discussion and Analysis—Compensation Components, Equity Compensation.”
(4)Long-term equity incentive awards, including both time-vested and performance-based RSUs for our NEOs for 2022 were granted on March 3, 2022, and their aggregate grant RSUs. These awards vest over timedate fair value was computed in accordance with the vesting schedule described in the footnotes to the “Outstanding Equity Awards at Year End” table herein.FASB ASC Topic 718 and based on a stock price of $30.49 (the closing price of our Common Stock on March 3, 2022).

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33





Outstanding Equity Awards at Fiscal Year End
The following table provides information regarding unvested stock awards and equity incentive plan awards held by our named executive officersNEOs and outstanding as of December 31, 2010.2022.
Stock Awards
Time-Vested RSUsPBRSUs
NameGrant DateNumber of shares or units of stock that have not vested (#)Market value of shares or units of stock that have not vested ($) (4)Number of unearned shares or units of stock that have not vested (#)Market value of unearned shares or units of stock that have not vested ($)(4)
Ziv Shoshani3/5/2020(1)8,323$321,684 21,308$823,554 
3/4/2021(2)19,983$772,343 19,984$772,382 
3/3/2022(3)18,266$705,981 18,267$706,020 
William M. Clancy3/5/2020(1)2,033$78,575 5,207$201,251 
3/4/2021(2)4,541$175,510 4,540$175,471 
3/3/2022(3)3,944$152,436 3,944$152,436 
Amir Tal3/5/2020(1)711$27,480 1,820$70,343 
3/4/2021(2)1,719$66,439 1,719$66,439 
3/3/2022(3)1,705$65,898 1,705$65,898 
    Stock Awards
    Number of   
    Shares or   
    Units of Market Value of
    Stock That Shares or Units
    Have Not of Stock That
            Vested (#)     Have Not Vested
Name Grant Date (1) ($)
Ziv Shoshani 12/14/2010 69,025 $     1,185,159
William M. Clancy 7/21/2010 8,625  100,000
Thomas P. Kieffer 7/21/2010 8,625  100,000
____________________
____________________

(1)
(1)Represents founder’sannual equity grantincentive awards, 25% of which are in the form of time-vested RSUs grantedwhich vest on January 1, 2023, subject to eachcontinued service through such date, and 75% of which are in the form of PBRSUs which vest on January 1, 2023, but only to the extent that the given performance metric is achieved and subject to continued service through such date. The number of PBRSUs presented assumes that one performance metric will not be met and that one performance metric has been satisfied between the “threshold” level, which is 80% of target, and the "maximum" level which is 100% of target.
(2)Represents annual equity incentive awards, 50% of which are in the form of time-vested RSUs which vest on January 1, 2024, subject to continued service through such date, and 50% of which are in the form of PBRSUs which vest on January 1, 2024, but only to the extent that the given performance metric is achieved and subject to continued service through such date. The number of PBRSUs presented assumes that one performance metric has been satisfied at the 'maximum" level, which is 100% of target, and one performance metric has been satisfied at “threshold” level, which is 80% of target.
(3)Represents annual equity incentive awards, 50% of which are in the form of time-vested RSUs which vest on January 1, 2025, subject to continued service through such date, and 50% of which are in the form of PBRSUs which vest on January 1, 2025, but only to the extent that the given performance metric is achieved and subject to continued service through such date. The number of PBRSUs presented assumes that the performance metric has been satisfied at the “maximum” level, which is 100% of target.
(4)The market value is based on the closing price of our executive officers in connection with the spin-off from Vishay Intertechnology. The founder’s equity grant RSUs vest in fullcommon stock on July 6, 2013 (the third anniversary of the spin-off).December 31, 2022, which was $38.65.

34



Option Exercises and Stock Vested
The following table provides information with regard to amounts paid to or received by our named executive officersNEOs during 20102022 as a result of the vesting of RSUs that were granted to our chief executive officer by Vishay Intertechnology prior to the spin-off. No other executive officers exercised options or vested in stock awards during 2010.NEOs as part of their compensation agreements.
Stock Awards
Number of
SharesValue
Acquired onRealized on
NameVesting (#)Vesting
(a)(d)(e)
Ziv Shoshani9,207(1)$341,764
9,477(2)$288,954
William M. Clancy2,434(1)$90,350
2,505(2)$76,377
Amir Tal442(1)$16,407
456(2)$13,903
      Stock Awards
  Number of       
  Shares Value
  Acquired on Realized on
Name Vesting (#) Vesting
(a) (d) (e)
Ziv Shoshani 1,666 $15,077
____________________

(1)Represents a portion of annual equity incentive awards comprised of time-vested RSUs granted to each of our NEOs in 2019. These RSUs vested on January 1, 2022.
(2)Represents a portion of annual equity incentive awards comprised of performance-based RSUs granted to each of our NEOs in 2019. These PBRSUs vested on March 3, 2022.
Pension Benefits
Prior to the spin-off, our pension benefits were administered by Vishay Intertechnology. Beginning in January 2010, we began adopting independent pension benefit plans with substantially similar terms as those maintained by Vishay Intertechnology at the time of the spin-off to ensure continuity of benefits for those Vishay Intertechnology employees who became VPG employees at the spin-off. A description of legacy Vishay Intertechnology plans and the new plans that we adopted in their place follows.
In the United States, Vishay Intertechnology maintained a non-qualified pension plan which provided defined benefits to U.S. employees whose participation in the qualified pension plan could jeopardize the qualification of such plan under the Internal Revenue Code. The plan was contributory and, other than its non-qualified status under ERISA, provided substantially the same benefits that were available under Vishay Intertechnology’s qualified retirement plan. Employees with five or more years of service were entitled to annual pension benefits beginning at normal retirement age on the first day of the month following the participant’s 65th birthday equal to the sum of 2.1% of the first $10,000 of earnings plus 2.64% of the annual earnings in excess of $10,000 with a new pension unit earned each year. The final pension was the sum of all units earned during the employee’s career. The plan permitted early retirement if the participant was at least age 55 and had at least five years of service. Employees could elect to receive their pension benefits in the form of a joint and survivor annuity or other contingent annuities. Employees were 100% vested immediately in their contributions. If employees terminated before rendering five years of service, they forfeited the right to receive the portion of their accumulated plan benefits attributable to the Company's contributions. Employees received the value of their accumulated benefits as a life annuity payable monthly from retirement. For each employee electing a life annuity, payments would not be less than the greater of (a) the employee’s accumulated contributions plus interest or (b) an annuity for five years. In connection with the spin-off, VPG adopted the VPG Non-Qualified Retirement Plan, which provides for substantially similar benefits to those provided by its Vishay Intertechnology counterpart.counterpart at the time of the spin-off. Like the Vishay Non-Qualified Retirement Plan at the time of the spin-off, the VPG Non-Qualified Retirement Plan is frozen.frozen with respect to participation and accrual of benefits.
35
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The following table provides information regarding the present value of benefits accrued under these retirement benefit plans and arrangements:arrangements for our NEOs:
NumberPresent Value
of Yearsof
CreditedAccumulatedPayments During
NamePlan NameServiceBenefit (1)Last Fiscal Year
(a)
 (b)
(#)(c)($)(d)($)(e)
Ziv ShoshaniIndividual contractual postemployment medical arrangement (2)n/a$152,578$— 
William M. ClancyVPG Non-Qualified Retirement Plan (3)22$436,635$— 
            Number     Present Value       
    of Years of   
    Credited Accumulated Payments During
Name Plan Name Service Benefit (1) Last Fiscal Year
    (#) ($) ($)
(a) (b) (c) (d) (e)
Ziv Shoshani Individual contractual postemployment medical arrangement (2) n/a $     44,196 $     -
           
William M. Clancy VPG Non-qualified Retirement Plan (3) 11 $206,648 $-
____________________
____________________

(1)
(1)These amounts have been calculated using interest rate, mortality, and other actuarial assumptions consistent with those used for financial reporting purposes set forth in Note 119 to VPG’s combined and consolidated financial statements included in our 20102022 Annual Report on Form 10-K.
(2)Pursuant to Mr. Shoshani’s employment agreement, if his employment ceases on or after his attainment of age 62 (other than for cause), the Company agreed to pay healthcare premiums to cover, for their respective lifetimes, Mr. Shoshani and his spouse and his children under theuntil age of 26 up to an aggregate amount of $15,000 annually. The amount set forth in the table above represents the present value of this benefit.
(3)Mr. Clancy elected to begin participating in the Vishay Non-Qualified Retirement Plan effective January 1, 2000 and subsequently transferred to the VPG Non-Qualified Retirement Plan effective January 1, 2010. The Vishay Non-Qualified Retirement Plan was frozen effective December 31, 2008, such that participants accruedaccrue no additional benefits. The VPG Non-Qualified Retirement Plan is similarly frozen. Mr. Clancy is eligible for early retirement under the VPG Non-Qualified Retirement Plan.
Non-qualifiedNon-Qualified Deferred Compensation
The named executive officersTwo of the NEOs participate in athe VPG KEWAP (a non-qualified deferred compensation plan,plan), which is available to all employees who meet certain criteria under the Internal Revenue Code. In addition to being eligible to participate in the non-qualified deferred compensation plan,VPG KEWAP, Mr. Clancy is entitled to receive Company contributions to his VPG KEWAPaccount.account associated with his participation in the VPG 401(k) plan. The named executive officersNEOs are also eligible to elect to defer additional amounts of compensation, subject to certain limitations. Only Mr. Kieffer elected to defer additional amounts of compensation during 2010.
While deferred, amounts are credited with “earnings” based on the performance of notional investment options available under the plan. No portion of the earnings credited during 20102022 was “above market” or “preferential.”
The following table sets forth information relating to the activity in the non-qualified deferred compensation plan accounts of the named executive officersNEOs during 20102022 and the aggregate balance of the accounts as of December 31, 2010:2022:
ExecutiveRegistrantAggregateAggregate
ContributionsContributionsEarnings inAggregateBalance at
in Last Fiscalin Last FiscalLast FiscalWithdrawals/Last Fiscal
NameYearYear (1)YearDistributionsYear End
(a)($)(b)($)(c)($)(d)($)(e)($)(f)
Ziv Shoshani$— $— $(328,117)$— $1,423,915
William M. Clancy— 12,200 (2)(66,932)— 418,364
      Executive     Registrant      Aggregate           Aggregate
  Contributions Contributions  Earnings in Aggregate Balance at
  in Last Fiscal in Last Fiscal  Last Fiscal Withdrawals/ Last Fiscal
 ��Year Year (1)  Year Distributions Year End
Name ($) ($)  ($) ($) ($)
(a) (b) (c)  (d) (e) (f)
Ziv Shoshani $     - $     100,000 (2) $     45,537 - $     782,494
William M. Clancy  -  4,524 (3)  21,766 -  177,211
Thomas P. Kieffer  26,000  -   34,966 -  968,559
____________________

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____________________

(1)
(1)These amounts are included in Column (i) of the “Summary Compensation Table” as a component of “All Other Compensation.” No portion of the earnings credited during 20102022 was “above market” or “preferential.” Accordingly, no amounts related to earnings on deferred compensation have been included in the “Summary Compensation Table.”
(2)This amount was contributed by Vishay Intertechnology prior to the spin-off. The Company does not have any current contribution obligations with respect to Mr. Shoshani.
(3)This amount was contributed by the Company; the Company has an on-going matching contribution obligation with respect to Mr. Clancy pursuant to the supplemental match arrangement described herein under “Compensation Discussion and Analysis—Deferred Compensation and Pension Plans.”


36






Potential Payments Upon Termination or a Change in Control
Our employment agreements with our named executive officersNEOs provide incrementalcertain compensation in the event of termination, as described herein.herein, as well as customary non-solicitation and non-competition covenants as described above in "Employment Agreements". Generally, VPG does not provide any severance specifically upon a change in control, however,control. However, our RSU agreements with the named executive officersNEOs do provide for accelerated vesting upon a change in control. Termination of employment also impacts outstanding stock options, RSUs, and non-qualified deferred compensation balances.
If we terminate Mr. Shoshani without “cause,” or if Mr. Shoshani resigns with “good reason” (as such terms are defined in his employment agreement) he is entitled to a severance package consisting of:
•any earned but unpaid performance bonus for the immediately preceding calendar year;
    • •the immediate vesting of all of the executive’s outstanding time-vested RSUs;
    •the executive’s outstanding PBRSUs shall vest on their normal vesting date to the extent applicable performance criteria are realized (provided that upon a change in control, all outstanding PBRSUs would immediately vest as if the performance criteria had been satisfied at the target level);
    •a pro rata annual performance bonus (calculated based on his performance bonus target); and
    • •continuation of certain health and medical benefits for three years following termination.termination, provided that if the Executive’s employment terminates for any reason other than by the Company for "cause," after the executive attains age 62, such coverage will continue for the life of the executive.
    If we terminate Messrs. Clancy or KiefferTal without “cause,” or if they resign with “good reason” (as such terms are defined in their respective employment agreements) theyMr. Clancy and Mr. Tal are entitled to a severance package consisting of:
    -30-: and
    •for Mr. Clancy, continuation of certain health and medical benefits for 18 months, or if earlier, the date as of which he is eligible to receive health insurance through another group plan.
    37




    The following table sets forth the compensation that Messrs. Shoshani, Clancy, and Tal would have been received by each of the Company’s executive officers had they been terminated without “cause,” or if they resigned with “good reason,” in either such case, as of December 31, 2010.2022.
    Salary
    Continuation    		BonusEquity grantsMedical benefit/pension
    plan    		Non-qualified
    deferred
    compensation    		Total
    (1)(2)(3)(4)(5)
    Ziv Shoshani$1,440,106$720,053$4,243,422$8,286$1,423,915$7,835,782
    William M. Clancy586,875254,313970,231468,443418,3642,698,226
    Amir Tal441,015147,005374,596--962,616
                                      Nonqualified
      Salary continuation Bonus Equity grants Medical benefit/pension deferred
      (1) (2) (3) plan (4) compensation (5)
    Ziv Shoshani $     870,000 $     326,250 $     1,371,364 $      65,819 $     782,494
    William M. Clancy  250,000  100,000  162,495  206,648  177,211
    Thomas P. Kieffer  225,000  67,500  162,495  -  968,559
    ____________________
    ____________________

    (1)
    (1)Represents two years’years of 20102022 base salary, paid over two years, for Mr. Shoshani, and one yeareighteen months of 20102022 base salary, paid over one year,eighteen months, for Messrs.Mr. Clancy and Kieffer. Our executive officers are only entitled to receive salary continuation benefits if they are terminated without “Cause” or if they terminate their employment for “Good Reason.”Mr. Tal.
    (2)Represents the target performance bonus for each of our executive officersNEOs with respect to performance in 2010.2022. Pursuant to the employment agreements with our executive officers,NEOs, we are required to pay the target performance bonus for the year in which the executive officerNEO was terminated (pro-rated based on when termination occurred). Our executive officers are only entitled to receive the pro-rated target performance bonus for the year in which the termination occurred if they are terminated without “Cause” or if they terminate their employment for “Good Reason.”
    (3)Represents the aggregate grant date fair value of all109,791 shares for Mr. Shoshani, 25,103 shares for Mr. Clancy, and 9,692 shares for Mr. Tal of otherwise unvested RSUs and options held byPBRSUs (assuming all performance criteria are met), based on $38.65, the closing price of our executive officers that accelerate in connection with (i) a change in control of the Company; (ii) termination without “Cause”, or by the executive officer with “Good Reason”; and (iii) death or disability. Unvested RSUs and options will be forfeited upon termination if such termination is for “Cause.”common stock on December 31, 2022.
    (4)For Mr. Shoshani, this amount reflects the estimated value of three years’ worthyears of medical coverage for Mr. Shoshani, his spouse and his children under the age of 26, based on the value of such coverage at December 31, 20102022 and assuming 10% increases in annual premiums. For Mr. Clancy, this amount reflects the present value of the balance in his VPG Non-Qualified Retirement Plan account.account and eighteen months of COBRA payments.
    (5)Represents each executive officer’sNEOs VPG KEWAP balance as of December 31, 2010,2022, as set forth in the “Non-Qualified Deferred Compensation Table.”

    The following table sets forth the compensation that would have been received by each of the Company’s NEOs in the event a change of control occurred on December 31, 2022 where the executives remained employed by the Company after such change of control.
    Salary
    Continuation    		BonusEquity grantsMedical benefit/pension
    plan    		Non-qualified
    deferred
    compensation    		Total
    (1)
    Ziv Shoshani$-$-$4,243,422$-$-$4,243,422
    William M. Clancy--970,231--970,231
    Amir Tal--374,596--374,596
    ____________________
    (1)Represents the value of 109,791 shares for Mr. Shoshani, 25,103 shares for Mr. Clancy, and 9,692 shares for Mr. Tal of otherwise unvested RSUs and PBRSUs (assuming all performance criteria are met), based on $38.65, the closing price of our common stock on December 31, 2022.
    Impact on Non-Qualified Deferred Compensation Balances
    As described herein, the named executive officersNEOs are eligible to participate in a non-qualified deferred compensation plan. Each participant in VPG’s deferred compensation plan, or the “VPG KEWAP,” must elect, upon initial participation in the plan, the schedule of payments thereunder upon termination of such participant’s employment. In compliance with Section 409A of the Internal Revenue Code, Mr. Shoshani elected to receive a lump-sum distribution of the balance of his VPG KEWAP retirement account upon termination of his employment. Messrs.Mr. Clancy and Kieffer each elected to receive distributions from their respectivehis retirement accountsaccount over a ten-year period following termination of theirhis employment.

    Impact on Outstanding Stock Options
    38
    Pursuant to the 2010 Stock Program, upon termination by retirement, death, or disability, an optionee has up to 12 months to exercise any vested options (limited by the expiration date of the respective options). Upon voluntary termination, the optionee has up to 60 days to exercise any vested options.


    Impact on Restricted Stock Units
    Certain executive officersNEOs received grants of RSUs. In the event of a change in control, or in the event of termination without cause, or a voluntary termination by the executive for “good reason”,reason,” or a termination due to death or disability, all unvested time-based RSUs vest immediately. If such termination or change in control had occurred at December 31, 2010,2022, Messrs. Shoshani, Clancy, and KiefferTal would have vested immediately in 72,790, 8,62546,572, 10,518, and 8,625 4,135 time-basedRSUs, respectively. In addition, in the event of termination without cause, a voluntary termination by the executive for "good reason" or a termination due to death or disability Messrs. Shoshani, Clancy, and Tal would remain eligible to vest in up to 63,219, 14,585and 5,557PBRSUs, respectively, subject to the satisfaction of performance criteria associated with those PBRSUs. Such vesting would occur, if at all, upon the Compensation Committee’s determination that the applicable performance criteria have been achieved. On a change in control, however, Messrs. Shoshani, Clancy and Tal would have vested into all such PBRSUs immediately, as if the performance criteria had been satisfied at the target level.
    -31-

    Additional Information on Equity Compensation Plans
    The following table provides certain information concerning our equity compensation plans as of December 31, 2010.2022.
    Number of shares of
    Number of sharescommon stock remaining
    of common stock to beWeighted averagefor future issuance
    issued upon exerciseexercise price ofunder equity compensation
    of outstanding optionsoutstanding optionsplans (excluding shares
    and rightsand rightsreflected in the first column)
    Equity compensation plans approved by stockholders (1)
           2022 Stock Incentive Plan (2)
                  Restricted Stock Units204,472n/a
           Total 2022 Stock Incentive Plan204,472590,034
    Equity compensation plans not approved by stockholders--
           Total equity compensation plans204,472590,034
           Number of shares of
      Number of shares ��  common stock remaining
      of common stock to be Weighted average for future issuance
      issued upon exercise exercise price of under equity compensation
      of oustanding options outstanding options plans (excluding shares
      and rights     and rights     reflected in the first column)
    Equity compensation plans approved by stockholders (1)       
           2010 Stock Incentive Program (2)           
                  Stock options 32,000 $18.03  
                  Resticted Stock Units 101,000  n/a  
           Total 2010 Stock Incentive Program 133,000    367,000
            
    Equity compensation plans not approved by stockholders -    -
           Total equity compensation plans 133,000    367,000
    ____________________
         		       
    ___________________
    (1)
    (1)Additional information about these plans is presented in Note 1210 to the Company's consolidated financial statements, which areis included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.2022.
    (2)The 20102022 Stock Incentive ProgramPlan provides for the grant of stock options, restricted stock, unrestricted stock, and RSUs. Therefore, the shares available for future issuance are presented only in total for the program.
    39
    -32-



    PROPOSAL NO. 3
    AMENDMENT TO
    CERTIFICATE OF INCORPORATIONCEO Pay Ratio
         When we completed our spin-off from Vishay Intertechnology, we adopted an amended and restated certificate of incorporation (the “Certificate”) thatThis information is substantially similar to Vishay Intertechnology’s certificate of incorporation. Because our capital structure is substantially similar to Vishay Intertechnology’s capital structure, we maintained the provisions of Vishay Intertechnology’s certificate of incorporation that define the rights and restrictions applicable to the Class B common shares. Subsequent to our adoption of the Certificate, we identified two referencesprovided in the Certificate to numbers of shares of Class B common stock that were intended to be, and should have been, adjusted to reflect our significantly smaller outstanding share base, as compared to that of Vishay Intertechnology. As a result, the Class B stockholders are subject to greater restrictions on transfer of the Class B common shares than intended, and automatic conversion of Class B common shares into ordinary common shares may be triggered earlier than intended.
         On March 15, 2011, the Board approved an amendment to the Certificate (the “Amendment”) that makes these technical adjustments. The Board also approved inclusion of this Proposal Three in the proxy statement and recommended that our stockholders adopt the Amendment at this annual meeting.
         We are asking our stockholders to approve the Amendment. If the stockholders approve the Amendment, we will promptly file a certificate of amendmentaccordance with the Secretaryrequirements of StateItem 402(u) of DelawareRegulation S-K and the Amendment will become effective. The Amendment will not affect the number of shares of our Class B common stock that are outstanding, nor materially impact the rights and restrictions associated with our Class B common stock. The text of the Amendment is set forth inAnnex Ato this proxy statement.
    The Board unanimously recommends a vote FOR the approval of the amendment to our amended and restated certificate of incorporation.
    -33-

    PROPOSAL NO. 4
    ADVISORY VOTE RELATED TO
    EXECUTIVE COMPENSATION
         The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010.

    As permitted under the requirements of 2010 (the “Dodd-Frank Act”) enablesItem 402(u) of Regulation S-K that require us to identify our stockholdersmedian employee once every three years and calculate total compensation for the employee each year, we identified our median-paid employee by looking at compensation between January 1, 2021 and December 31, 2021 for employees of the Company as of December 31, 2021. The total employee population considered was 2,336 people and we did not exclude any employees, other than our CEO. We used year-end local payroll records, consistently applied, to vote to approve, on an advisory (non-binding) basis,identify the median employee.

    Mr. Shoshani’s annual total compensation of our named executive officersfor 2022 was $2,721,053, as disclosed in this proxy statement in accordancethe Summary Compensation Table above. Our median employee’s annual total compensation, calculated consistent with Summary Compensation Table rules, for 2022 was $39,790. Accordingly, the SEC’s rules.
         As described in detail under the heading “Compensation Discussion and Analysis,”ratio of our executive compensation programs are designed to attract, motivate, and retain our named executive officers, who are criticalCEO’s pay to our success. Under these programs, our named executive officers are rewarded formedian employee is 68:1.

    The ratio is influenced by the achievementmix of specific annual, long-term and strategic goals, corporate goals,geographies where the company has operations, and the realizationnature of increased stockholder value. Please read the “Compensation Discussionwork employees perform in the different countries. Approximately 30% of the company’s total workforce is located in low cost countries, including in China and Analysis” for additional details about our executive compensation programs, includingIndia. Many of these employees are involved in assembly and manufacturing tasks, particularly in China and India.

    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 fiscal year 2010 compensationrelationship between “compensation actually paid” to our CEO and to our other NEOs and certain financial performance of our named executive officers.
         We are asking our stockholders to indicate their support for our named executive officer compensationthe Company. Compensation actually paid, as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholdersdetermined under SEC requirements, does not reflect the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific itemactual amount of compensation but rather the overall compensation ofearned by or paid to our named executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and the philosophy, policies and practices described in this proxy statement.
         The say-on-pay vote is advisory, and therefore not binding onhow the Company onaligns executive compensation with the Compensation Committee or on the Board. Our Board and our Compensation Committee value the opinions of our stockholders andCompany’s performance, refer to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the compensation committee will evaluate whether any actions are necessary to address those concerns.
    The Board unanimously recommends a vote FOR the approval of the compensation of the named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of 1934, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.Analysis.

    -34-Pay Versus Performance Table

    Value of initial fixed $100 investment based on:
    Year(1)
    		Summary Compensation Table Total for CEO
    Compensation Actually Paid to CEO (2)
    		Average Summary Compensation Table Total for Other NEO's
    Average Compensation Actually paid to Other NEO's (2)
    		Total Shareholder Return
    Total Shareholder Return Peer Group (3)
    		Net Income
    Adjusted Net Earnings(4)
    2022$2,721,053 $3,461,360 $791,514 $908,672 $113.68 $101.50 $36,063,000 $35,884,000 
    2021$3,624,818 $4,704,237 $895,018 $1,057,375 $109.18 $121.42 $20,221,000 $25,606,000 
    2020$2,240,175 $1,704,560 $702,482 $560,817 $92.59 $125.75 $10,787,000 $17,975,000 

    Notes:
    (1)For each covered year, the CEO was Ziv Shoshani. For each covered year, the Other NEOs were William M. Clancy and Amir Tal.
    (2)For 2022, amounts reported in this column are based on the total compensation and the average of the total compensation reported for our CEO and Other NEOs, respectively in the Summary Compensation Table and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
    40




    PROPOSAL NO. 5
    ADVISORY VOTE ON FREQUENCY OF STOCKHOLDER ADVISORY VOTES
    ON EXECUTIVE COMPENSATION
    CEOAverage of Other NEOs
    Total reported in 2022 Summary Compensation Table (SCT)$2,721,053 $791,514 
    Less: Value of Stock & Option Awards reported in SCT(1,113,891)(172,238)
    Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT— — 
    Plus: Pension Service Cost and impact of Pension Plan Amendments8,165 — 
    Plus: Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding1,412,001 218,334 
    Plus: Change in Fair Value of Prior Year awards that are Outstanding and Unvested61,150 9,577 
    Plus: FMV of Awards Granted this Year and that Vested this year— — 
    Plus: Change in Fair Value (From Prior Year-End) of Prior Year awards that Vested this year372,882 61,485 
    Less: Prior Year Fair Value of Prior Year awards that failed to vest this year.— — 
    Total Adjustments740,307 117,158 
    "Compensation Actually Paid" for Fiscal Year 2022$3,461,360 $908,672 

         As discussed in Proposal Four,
    For 2021, amounts reported in this column are based on the total compensation and the average of the total compensation reported for our CEO and Other NEOs, respectively in the Summary Compensation Table and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
    CEOAverage of Other NEOs
    Total reported in 2021 Summary Compensation Table (SCT)$3,624,818 $895,018 
    Less: Value of Stock & Option Awards reported in SCT(1,324,906)(207,503)
    Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT(1,700)— 
    Plus: Pension Service Cost and impact of Pension Plan Amendments8,389 — 
    Plus: Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding1,483,575 232,353 
    Plus: Change in Fair Value of Prior Year awards that are Outstanding and Unvested510,348 84,150 
    Plus: FMV of Awards Granted this Year and that Vested this year— — 
    Plus: Change in Fair Value (From Prior Year-End) of Prior Year awards that Vested this year403,713 53,357 
    Less: Prior Year Fair Value of Prior Year awards that failed to vest this year.— — 
    Total Adjustments1,079,419 162,357 
    "Compensation Actually Paid" for Fiscal Year 2021$4,704,237 $1,057,375 

    For 2020, amounts reported in this column are based on the total compensation and the average of the total compensation reported for our CEO and Other NEOs, respectively in the Summary Compensation Table and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
    CEOAverage of Other NEOs
    Total reported in 2020 Summary Compensation Table (SCT)$2,240,175 $702,482 
    Less: Value of Stock & Option Awards reported in SCT(904,184)(149,081)
    Less: Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT(17,761)(52,690)
    Plus: Pension Service Cost and impact of Pension Plan Amendments7,936 — 
    Plus: Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding262,008 43,191 
    Plus: Change in Fair Value of Prior Year awards that are Outstanding and Unvested(23,202)(3,067)
    Plus: FMV of Awards Granted this Year and that Vested this year— — 
    Plus: Change in Fair Value (From Prior Year-End) of Prior Year awards that Vested this year139,588 19,982 
    Less: Prior Year Fair Value of Prior Year awards that failed to vest this year.— — 
    Total Adjustments(535,615)(141,665)
    "Compensation Actually Paid" for Fiscal Year 2020$1,704,560 $560,817 



    41



    (3)Pursuant to Item 402(v) of Regulation S-K, the Company used the same peer group used for purposes of Item 201(e) of Regulation S-K. The table below shows the companies that comprised the peer group for each covered year:

    202220212020
    CTS CorpCTS Corp.MTS Systems
    Luna Innovations Inc.Luna Innovations Inc.Kyowa Electronic Instruments
    inTEST CorporationinTEST CorporationMettler – Toledo
    KyowaKyowaSpectris
    Spectris plcSpectris plcSensata Technologies
    TT ElectronicsTT ElectronicsCTS Corp.
    FARO Technologies Inc.FARO Technologies Inc.
    ESCO Technologies Inc.ESCO Technologies Inc.
    (4)In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our named executive officers to Company performance for the most recently completed fiscal year. The Company determined Adjusted Net Earnings which is a metric included in our long-term incentive program, meets this requirement and therefore, we have included this financial performance measure in the Pay versus Performance table. For fiscal years 2022 and 2021, a reconciliation of Adjusted Net Earnings to the nearest GAAP measure can be found in our Form 10-K filed with the SEC on March 1, 2023 and for fiscal year 2020, a reconciliation of Adjusted Net Earnings to the nearest GAAP measure can be found in our Form 10-K filed with the SEC on March 4, 2022.

    Description of the Board valuesRelationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

    The charts below describe the input of stockholders regarding the Company’srelationship between compensation actually paid to our chief executive compensation practices. As contemplated by the Dodd-Frank Act, stockholders are also invited to express their views on how frequently advisory votes on executive compensation, such as Proposal Four, will occur. Stockholders can advise the Board on whether such votes should occur every year, every two years, or every three years or may abstain from voting.
         Our Board recommends that future say-on-pay votes be conducted every three years (or triennially) to provide stockholders with an appropriate timeframe to evaluate our overall executive compensation program. As described in detail in the “Compensation Discussion and Analysis” section herein, our executive compensation program is designed to provide a competitive level of total compensation necessary to attract and retain executives qualified to execute our business strategyofficer and to motivate them to contribute to our short- and long-term success. Accordingly, a substantial portion of the compensation provided to ourother named executive officers is tied(as calculated above) and our financial and stock performance for the indicated years. In addition, the first table below compares our cumulative total shareholder return ("TSR") and peer group cumulative TSR for the indicated years.
    vpg-20230330_g1.jpg
    42



    vpg-20230330_g2.jpg

    vpg-20230330_g3.jpg





    43



    Company’s Most Important Financial Performance Measures

    The following were the most important financial performance measures, as determined by the Company, that link the compensation actually paid to our long-term corporate performance. Voting every three years, rather than every one or two years, will give our stockholders the opportunity to more fully assess the success or failure of our long-term compensation strategiesCEO and the related business outcomes with the hindsight of three years of corporate performance.
         A triennial vote will also provide us with sufficient time to evaluate and respond effectively to stockholder input, engage with stockholders to understand and respond to prior voting results and implement any appropriate changes to our program. In addition, a triennial vote will provide time for any implemented changes to take effect and allow stockholders sufficient time to evaluate the effectiveness of our compensation program and any changes madeOther NEOs to the program.Company’s performance for the most recently completed fiscal year.

         This advisory vote
    Adjusted operating margin
    Adjusted EBITDA
    Cumulative adjusted net earnings
    Cumulative adjusted free cash

    Each of these financial performance measures are used in our incentive programs to determine the level of payout. For more information on the frequencyeach of future advisory votesthese performance measures, see Annual Performance Cash Bonus and Equity Compensation beginning on executive compensation is non-binding on the Board. Stockholders will be able to specify onepage 24 of four choices for this proposal on the proxy card: one year, two years, three years or abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation. Although non-binding, the Board and the Compensation Committee will carefully review the voting results. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.Proxy Statement.

    The Board unanimously recommends a vote FOR the option of once every three years as the frequency with which stockholders
    44
    are provided an advisory vote on executive compensation, as disclosed pursuant to Item 402 of Regulation S-K under the
    Securities Exchange Act of 1934, including the Compensation Discussion and Analysis, compensation tables and narrative
    discussion.
    -35-



    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    VPG maintains employment agreements with our Chief Executive Officer,CEO and each of our other executive officers. See “Executive Compensation” herein. We historically have had significant agreements, transactions, and relationships with Vishay Intertechnology operations.Intertechnology. See Note 317 to our combined and consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC and “Agreements with Vishay Intertechnology” herein. For a more detailed discussion of these arrangements, see “Agreements with Vishay Intertechnology” in our information statement, dated June 22, 2010. The information statement was filed on June 22, 2010 as Exhibit 99.1 to our Registration Statement on Form 10.
    Dubi Zandman is our Vice President responsible for Systems division operations. Mr. Dubi Zandman is a cousin of significant stockholder Dr. Felix Zandman. For 2010, Mr. Dubi Zandman received salary and benefits of $227,948.
    Steven C. Klausner is a Vice President and Treasurer of VPG. Mr. Klausner is the brother-in-law of Chairman Marc Zandman and the son-in-law of significant stockholder Dr. Felix Zandman. For 2010, Mr. Klausner received salary, bonus, and benefits of $218,913.$392,742 for 2022.
    Mr. Alon Shagir is an employee of Vishay Advanced Technologies, a subsidiary of Vishay Precision Group, Inc. Mr. Shagir is the brother-in-law of Marc Zandman. Mr. Shagir received salary, bonus, and benefits of $179,422 for 2022.
    Our Board has adopted a written Related Party Transaction Policy that governs the review and approval or ratification of related party transactions between our Company and our directors and executive officers and their families; stockholders owning in excess of 5% of any class of our securities; and certain affiliates of these persons. The Nominating and Corporate Governance Committee has the responsibility to administer the policy. All related party transactions, including employment relationships and charitable contributions, must be approved or ratifiedin advance by the Committee. Members of the Committee may not participate in any review, consideration, or approval of any transaction involving such member, any family member of such member, or any entity with which such member is affiliated. A copy of the Related Party Transaction Policy is available to stockholders in print upon request.
    Our Related Party Transaction Policy requires that all new employment relationships with a family member of a director or executive officer be approved by the Committee. The Committee also must undertake an annual review of on-going employment relationships of family members of any director or executive officer.
    Agreements with Vishay Intertechnology
    In connection with the spin-off, we and Vishay Intertechnology entered into certain agreements which govern our relationship with Vishay Intertechnology and provide for the allocation of employee benefits, tax and other liabilities and obligations. The following are brief summaries of the terms of the material agreements we entered into with Vishay Intertechnology. Each summary is qualified in its entirety by reference to the full text of the applicable agreement.
    Master Separation Agreement
    The master separation agreement governs our separation from Vishay Intertechnology, the distribution of shares of our common stock and Class B common stock to Vishay Intertechnology stockholders and other matters related to Vishay Intertechnology’s relationship with us. References in this section to ancillary agreements refer to the tax matters agreement, the trademark license agreement, the employee matters agreement, the lease agreements, the transition services agreements, the secondment agreement, the patent license agreement, and the supply agreements, some of which are described herein, as well as other agreements between us and Vishay Intertechnology.
    The Separation
    In a series of transactions culminating on July 6, 2010, Vishay Intertechnology moved its precision measurement and foil resistor businesses to us, including assets and equity interests of certain subsidiaries of Vishay Intertechnology, and we moved a small amount of assets that we holdheld and that dodid not constitute part of our business to Vishay Intertechnology. Except as specified in the master separation agreement, we agreed to assume and perform all of the liabilities (including contingent liabilities) and obligations arising under or relating to the operation of the precision measurement and foil resistor businesses or the assets and equity interests that were transferred to us as part of the separation, whether incurred before or after the separation.
    Exchangeable Notes and Warrants
    In connection with the spin-off from Vishay Intertechnology, we were required to assume a portion of Vishay Intertechnology’s indebtedness arising out of a 2002 exchangeable note and warrant financing. Accordingly, we issued notes with an initial principal amount of approximately $10.0 million, exchangeable for shares of our common stock to such persons, as required by the put and call agreement between Vishay Intertechnology and the holders of the corresponding 2002 Vishay Intertechnology notes due December 13, 2102. We also issued warrants to acquire 630,252 shares of our common stock to such persons, as required by the 2002 warrant agreement between Vishay Intertechnology and American Stock Transfer and Trust Company. Finally, we agreed to register the shares of VPG common stock issuable upon exchange of the exchangeable notes or exercise of the warrants on a resale registration statement on such terms and within such time periods as required by a securities investment and registration rights agreement to which Vishay Intertechnology is subject.
    -36-

    Release of Claims and Indemnification
    We and Vishay Intertechnology each released each other and each other’s respective current and former directors, officers, managers, agents, security holders, advisors, accountants, attorneys and other representatives from all liabilities existing or arising from any acts or events occurring or failing to occur on or before the distribution date. Each of Vishay Intertechnology and we agreed to indemnify the other party and the other party’s respective current and former directors, officers, and employees against liabilities arising out of or resulting from the failure of the indemnifying party to perform or discharge liabilities for which it is responsible under the master separation agreement; the business of such party; any liability contemplated to be assumed or retained by such party; any environmental liabilities for which such party is liable under the master separation agreement; any breach or failure to perform by such party of its obligations under the master separation agreement or ancillary agreements; or any material misstatement or omission of such party in this information statement or the Form 10 registration statement of which it forms a part.
    Tax Matters Agreement
    In connection with the master separation agreement, we entered into a tax matters agreement with Vishay Intertechnology. This agreement (1) governs the allocation of U.S. federal, state, local, and foreign tax liability between us and Vishay Intertechnology, (2) provides for certain restrictions and indemnities in connection with the tax treatment of the distribution, and (3) addresses certain other tax-related matters.
    The tax matters agreement also provides that we are liable for taxes incurred by Vishay Intertechnology that arise as a result of our taking or failing to take certain actions that result in the distribution failing to meet the requirements of a tax-free distribution under Sections 355 and 368(a)(1)(D) of the Code. We therefore have agreed that, among other things, we will not take any actions that would result in any tax being imposed on the spin-off.
    Trademark License Agreement
    We entered a trademark license agreement pursuant to which Vishay Intertechnology will grant us the license to use certain trademarks, trade names and domain names which include the term “Vishay.” Vishay Intertechnology granted us the limited, exclusive, royalty-free right and license to use certain marks incorporating the name “VISHAY” in connection with the design, development, manufacture, marketing, provision and performance of foil resistors, foil resistor current sensors, strain gages, load cells, instrumentation for precision measurement and modules and systems incorporating these products, as well as other products and services. The license is for our use in perpetuity throughout the world, unless the license is terminated in accordance with the terms of the trademark license agreement. Unless and until the trademark license is terminated and for 24 months thereafter, we will also be allowed to use the name “Vishay Precision Group, Inc.” as our corporate name.
    While the trademark license agreement remains in effect, Vishay Intertechnology will agree that it will not use any of the licensed marks with respect to the design, development, manufacture, marketing, provision, or performance of any goods or services to which the license pertains except that nothing precludes Vishay Intertechnology from identifying any of its goods and services with the corporate name Vishay Intertechnology, Inc.
    Transition Services Agreements
    We entered into a transition services agreement pursuant to which Vishay Intertechnology, in its capacity as the provider, provides us, in our capacity as the recipient, with certain information technology and other services for a limited time to help ensure an orderly transition following the separation. In addition, we and Vishay Intertechnology entered into a reverse transition services agreement pursuant to which we, in our capacity as the provider, will provide to Vishay Intertechnology, in its capacity as the recipient, certain services for a limited time for Vishay Japan Co., Ltd., a subsidiary of Vishay Intertechnology. Other than the specific services to be provided and the costs associated with such services, the terms of the reverse transition services agreement will be the same as the terms of the transition services agreement.
    Pursuant to the transition services agreement, Vishay Intertechnology, through its subsidiaries, provides to us certain information technology support services for our foil resistor business at costs set forth in the transition services agreement. Pursuant to the reverse transition services agreement, we, through our subsidiary, provide Vishay Japan Co., Ltd. certain information technology support services. The cost of the services provided may not necessarily be reflective of prices that could have been obtained for similar services from an independent third-party.
    We do not expect total payments under the transition services agreements to exceed $500,000 in the aggregate and, for the year ended December 31, 2010, the net payments by us to Vishay Intertechnology were $200,000. The substantial majority of such expenses have been and will continue to be incurred under the transition services agreement.
    -37-

    Secondment Agreement
    Vishay Intertechnology agreed to second to us two of its employees, Dr. Felix Zandman and Reuven Katraro, in accordance with the terms of the secondment agreement. We refer to each of Dr. Zandman and Mr. Katraro as a secondee. Pursuant to the secondment agreement, Vishay Intertechnology is required to make each secondee available to us for the services specified in the secondment agreement for up to 5% of the secondee’s professional working time on a monthly basis. The initial term of the secondment agreement will expire on the first anniversary of its execution and will thereafter automatically renew for additional one-year periods unless sooner terminated. We will pay Vishay Intertechnology approximately $30,000 in connection with services rendered by the secondees in 2010.
    Supply Agreements
    We and Vishay Intertechnology each require certain products manufactured by the other for manufacture and sale of our respective products. Accordingly, we and Vishay Intertechnology or one or more of our respective subsidiaries, entered into multiple supply agreements pursuant to which one party will be obligated to supply to the other certain products described in the supply agreements, up to a maximum aggregate quantity for each product, at pricing set forth in the supply agreements. The initial term of each supply agreement will expire on the three-year anniversary of its execution and will thereafter automatically renew for additional one-year periods unless sooner terminated. The parties will negotiate in good faith as to the pricing for each product on an annual basis taking into account ascertainable market inputs.
    Lease Agreements
    We and Vishay Intertechnology, or our respective subsidiaries, entered into lease agreements for space in Be’er Sheva, Israel; Malvern, Pennsylvania;Pennsylvania and Akita, Japan; and Holon, Israel.Japan. In each case, the lease is at a market rate and on customary terms for a lease of its nature. We intend to continue these lease arrangements for the foreseeable future.
    45



    PROPOSAL THREE

    ADVISORY VOTE ON EXECUTIVE COMPENSATION

    The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory or non-binding basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with SEC rules.
    As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation programs are designed to attract, motivate, and retain our NEOs, who are critical to our success. Under these programs, our NEOs are rewarded for the achievement of specific annual, long-term and strategic goals, corporate goals, and the realization of increased stockholder value. Please read the “Compensation Discussion and Analysis” for additional details about our executive compensation programs, including information about the fiscal year 2022 compensation of our NEOs.

    This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEOs' compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. We are asking our stockholders to approve the following advisory resolution at the 2023 Annual Meeting:

    RESOLVED, that the compensation paid to the Named Executive Officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

    The "say-on-pay" vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. Our Board and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. Following a vote by our stockholders at our 2017 Annual Meeting, our Board determined that we would conduct a “say-on-pay” vote annually. Subject to the outcome of the advisory vote on the frequency of future say-on-pay votes (Proposal Four), we expect that the next say-on-pay vote will occur at the Company’s 2024 Annual Meeting.


    The Board unanimously recommends that you vote "FOR" the approval of the compensation of the NEOs as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of 1934, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

    46



    PROPOSAL FOUR

    ADVISORY VOTE ON FREQUENCY OF STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION

    As discussed in Proposal Three, the Board values the input of stockholders regarding the Company’s executive compensation practices. As contemplated by the Dodd-Frank Act, stockholders are also invited to express their views on how frequently advisory votes on executive compensation, such as Proposal Three, will occur. Stockholders can advise the Board on whether such votes should occur every year, every two years, or every three years or may abstain from voting. In line with the aggregate, we paid Vishay Intertechnology $76,000 during 2010recommendation of the Board and Vishay Intertechnology paid us $89,000 during the same period.vote of the Company's stockholders at the Company's 2017 annual meeting that an advisory stockholder vote on executive compensation be conducted annually, the Company's Board has included an advisory stockholder vote on executive compensation in the Company's proxy materials for each annual meeting since 2017.

    Other AgreementsOur Board has determined that an advisory vote on executive compensation that occurs annually is the most appropriate alternative for the Company, and therefore our Board recommends that you vote for a one-year interval for the advisory vote on executive compensation. In formulating its recommendation, our Board considered that an annual advisory vote on executive compensation will allow our stockholders to provide it with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with the Board’s policy of seeking input from, and engaging in discussions with, the Company’s stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.

    This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board. Stockholders will be able to specify one of four choices for this proposal on the proxy card: “One Year,” “Two Years,” “Three Years” or “abstain.” Stockholders are not voting to approve or disapprove the Board’s recommendation. Although non-binding, the Board and the Compensation Committee will carefully review the voting results. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.


    The Board unanimously recommends that you vote “FOR” the option of every year as the frequency with which stockholders are provided an advisory vote on executive compensation, as disclosed pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of 1934, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

    47



    PROPOSAL FIVE

    APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
    Background

    The Board has unanimously adopted a resolution to amend our Certificate of Incorporation, subject to stockholder approval, to provide for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care. Article Ninth of our Certificate of Incorporation currently provides for the Company to limit the monetary liability of directors in certain circumstances pursuant to and consistent with Section 102(b)(7) of the General Corporation Laws of Delaware (“DGCL”). Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a corporation’s certificate of incorporation to include a provision eliminating or limiting monetary liability for certain corporate officers for breach of fiduciary duty (“Section 102(b)(7) Amendment”).

    If the stockholders approve this proposal at the Annual Meeting, the Company will file a Certificate of Amendment to our Certificate of Incorporation (the “Amendment”), reflecting the amendment of Article Ninth of our Certificate of Incorporation as set forth in Appendix A attached hereto. In accordance with the DGCL, however, our Board may elect to abandon the Amendment without further action by the stockholders at any time prior to the effectiveness of the filing of the Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval of the Amendment.

    Purpose and Possible Effects of the Proposed Amendment

    The Board desires to amend the Certificate of Incorporation to maintain provisions consistent with the governing statutes contained in the DGCL. Prior to the Section 102(b)(7) Amendment, Delaware law permitted Delaware corporations to exculpate directors from personal liability for monetary damages associated with breaches of the duty of care, but that protection did not extend to a Delaware corporation’s officers. Consequently, stockholder plaintiffs have employed a tactic of bringing certain claims that would otherwise be exculpated if brought against directors against individual officers to avoid dismissal of such claims. The Section 102(b)(7) Amendment was adopted to address inconsistent treatment between officers and directors and address rising litigation and insurance costs for stockholders. This protection has long been afforded to directors, and accordingly, the Board believes that this Proposal, which would extend exculpation to officers, as specifically permitted by the Section 102(b)(7) Amendment, is fair and in the best interests of the Company and its stockholders. The Board also believes that limiting concern about personal risk would empower officers to best exercise their business judgment in furtherance of stockholder interests. We expect our peers to adopt exculpation clauses that limit the personal liability of officers in their certificates of incorporation. Failing to adopt the Section 102(b)(7) Amendment could impact our recruitment and retention of qualified officer candidates who conclude that their potential exposure to liabilities, costs of defense and other risks of proceedings exceed the benefits of serving as an officer of the Company.

    As is currently the case with directors under our Certificate of Incorporation, this provision would not exculpate officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this provision exculpate such officers from liability for claims brought by or in the right of the Company, such as derivative claims.

    The discussion above is qualified in its entirety by reference to the full text of the proposed Amendment, which is attached hereto as Appendix A. If the stockholders approve the Amendment at the Annual Meeting, the Company expects to promptly thereafter file a Certificate of Amendment of Amended and Restated Certificate of Incorporation, including the Amendment, with the Secretary of State of the State of Delaware.


    48




    Effectiveness of the Section 102(b)(7) Amendment

    The Board adopted resolutions setting forth the Section 102(b)(7) Amendment, declared the Section 102(b)(7) Amendment advisable and in the best interests of the Company and its stockholders, and unanimously resolved to submit the Section 102(b)(7) Amendment to our stockholders for approval.

    We believe that the approval of the Section 102(b)(7) Amendment requires the affirmative vote of holders of shares of common stock and Vishay Intertechnology also entered into certain other agreements. These include agreements relatingClass B common stock entitled to cast a majority of the manufacturevotes entitled to be cast by the holders of strain gagesall outstanding shares of common stock and Class B common stock, voting together as a single class. However, for the approval of this Proposal Five, we will nonetheless require the following three affirmative votes of: (i) the holders of shares of common stock and Class B common stock entitled to cast a majority of the votes entitled to be cast by the holders of all outstanding shares of common stock and Class B common stock, voting together as a subsidiarysingle class; (ii) the holders of Vishay Intertechnology for certain European aerospace customers under which we license certain technology toa majority of the Vishay Intertechnology subsidiary foroutstanding shares of common stock, voting as a ten year period. We also entered into an agreement with Vishay Intertechnologyseparate class; and (iii) the holders of a majority of the outstanding shares of Class B common stock, voting as a separate class. The Board approved the Section 102(b)(7) Amendment, contingent on receiving the majority votes from stockholders in these three voting groups. If the Section 102(b)(7) Amendment is not approved by the majority votes from stockholders in the three voting groups described above, the current Certificate of Incorporation would not be amended pursuant to which a subsidiaryProposal Five. The adoption of Vishay Intertechnology will serve as a manufacturerProposal Five is not contingent on our behalf with respect to the finishingapproval of certain foil resistor chips supplied by oneany other proposal described in this proxy statement.

    The Board unanimously recommends that you vote “FOR” the approval of our subsidiaries.the
    Section 102(b)(7) Amendment.
    -38-
    49




    OTHER MATTERS
    This proxy statement includes all of the business that the Board intends to present at the annual meeting. The Board is not aware of any other matters proposed to be presented at the meeting. If any other matter or matters are properly brought before the annual meeting or any adjournment thereof, it is the intention of the personpersons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their judgment.
    AVAILABILITY OF ANNUAL REPORT AND FORM 10-K TO STOCKHOLDERS
    OurThis proxy statement and our 2022 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for thefiscal year ended December 31, 2010 accompanies this proxy statement.2022, are available at our Investor Relations page at https://ir.vpgsensors.com. VPG will provide to any stockholder, upon written request and without charge, a copy of our most recent Annual Report on Form 10-K, including the financial statements, as filed with the Securities and Exchange Commission. All requests for such reports should be directed to Investor Relations, Vishay Precision Group, Inc., 3 Great Valley Parkway, Suite 150, Malvern, PA 19355, telephone number (484) 321-5300.
    STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 20122024 ANNUAL MEETING
    Stockholder proposals submitted to us pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934 for inclusion in our proxy statement and form of proxy for our 20122024 Annual Meeting of Stockholders must be received by us no later than December 21, 201116, 2023 and must comply with the requirements of the proxy rules promulgated by the Securities and Exchange Commission.
    In accordance with our current bylaws, for a director nomination or a proposal of a stockholder to be raised from the floor and presented at our 20122024 Annual Meeting of Stockholders, other than a stockholder proposal intended to be included in our proxy statement and submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, a stockholder’s notice must be delivered to, or mailed and received at, our principal executive offices, together with all supporting documentation required by our bylaws, (A) not prior to March 4, 2012close of business February 24, 2024 nor later than April 3, 2012close of business on March 25, 2024 or (B) in the event that the 20122024 Annual Meeting of Stockholders is held prior to May 3, 2012April 24, 2024 or after August 1, 2012,July 23, 2024, notice by the stockholder must be so received not later than the 60th day prior to the annual meeting, or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, not later than the 10th day following the day on which public announcement of the date of such meeting is first made by us. Stockholder proposalsA stockholder’s notice of intention to present a director nomination or a proposal should be addressed to our Secretary, Vishay Precision Group, Inc., 3 Great Valley Parkway, Suite 150, Malvern, Pennsylvania 19355.
    The form of proxy issued with our 2024 proxy statement will confer discretionary authority to vote for or against any proposal made by a stockholder at our 2024 Annual Meeting of Stockholders and which is not included in our proxy statement. However, such discretionary authority is not permitted to be exercised if the stockholder proponent has given notice to our Secretary of such proposal between February 24, 2024 and March 25, 2024 and certain other conditions provided for in the SEC’s rules have been satisfied.

    In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934.

    By order of the Board of Directors,


    /s/ William M. Clancy
    William M. Clancy
    Chief Financial Officer and Corporate Secretary

    April 19, 2011[ ], 2023
    50
    - 39 -
    Appendix A

    ANNEX A

    PROPOSED AMENDMENT TO THE
    COMPANY’S AMENDED AND RESTATED CERTIFICATE OF
    INCORPORATION

    OFThe NINTH Article is hereby amended as shown below (with deletions highlighted in strike-through text and additions highlighted in underlined text).

    VISHAY PRECISION GROUP, INC.NINTH: Every person (and the heirs, executors and administrators of such person) who is or was a director, officer, employee or agent of the Corporation, or serves or served in such capacities at any other corporation, partnership, joint venture, trust or other enterprise at the request of the Corporation, shall be indemnified by the Corporation against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) in which such person is a party or is threatened to be made a party by reason of his being or having been such director, officer, employee or agent if either (a) such person is wholly successful, on the merits or otherwise, in defending such derivative or third-party action or (b) in the judgment of a court of competent jurisdiction or, in the absence of such a determination, in the judgment of a majority of a quorum of the Board of Directors of the Corporation (which quorum shall not include any director who is a party to or is otherwise involved in such action) or, in the absence of such a disinterested quorum, in the opinion of independent legal counsel (i) in the case of a derivative action, such person acted in good faith in what he reasonably believed to be the best interest of the Corporation and was not adjudged liable to the Corporation or such other company or (ii) in the case of a third-party action, such person acted in good faith in what he reasonably believed to be the best interest of the Corporation or such other company, and, in addition, in any criminal action, had no reasonable cause to believe that his action was unlawful; provided that, in the case of a derivative action, such indemnification shall not be made in respect of any payment to the Corporation or such other company or any stockholder thereof in satisfaction of judgment or in settlement unless either (x) a court of competent jurisdiction has approved such settlement, if any, and the reimbursement of such payment or (y) if the court in which such action has been instituted lacks jurisdiction to grant such approval or such action is settled before the institution of judicial proceedings, in the opinion of independent legal counsel the applicable standard of conduct specified in the preceding sentence has been met, such action was without substantial merit, such settlement was in the best interests of the corporation or such other company and the reimbursement of such payment is permissible under applicable law. In case such person is successful, on the merits or otherwise, in defending part of such action or, in the judgment of such a court or such quorum of the Board of Directors or in the opinion of such counsel, has met the applicable standard of conduct specified in the preceding sentence with respect to part of such action, he shall be indemnified by the Corporation against the judgments, settlements, payments, fines, penalties and other costs and expenses attributable to such part of such action.

    The directors may authorize the advancement of such amounts necessary to cover the reasonable costs and expenses incurred by any director, officer or employee in connection with the action, suit, proceeding, investigation or claim prior to final disposition thereof to the extent permitted under Delaware law.

    The foregoing rights of indemnification and advancement of expenses shall be in addition to any rights to which any such director, officer, employee, or agent may otherwise be entitled under this Amended and Restated Certificate of Incorporation, any agreement or vote of stockholders or at law or in equity or otherwise.

    No director shall have any personal liability to the Corporation or its stockholders for any monetary damages for breach of fiduciary duty as a director, except that this Article shall not eliminate or limit the liability of each director (i) for any breach of such director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit. This Article shall not eliminate or limit the liability of such director for any act or omission


    occurring prior to the date when this Article becomes effectiveJune 25, 2010, the date upon which the foregoing provisions of this Article Ninth became effective.

    No officer shall have any personal liability to the Corporation or its stockholders for any monetary damages for breach of fiduciary duty as an officer, except that this Article shall not eliminate or limit the liability of each officer (i) for any breach of such officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which such officer derived an improper personal benefit or (iv) in any action by or in the right of the Corporation. This Article shall not eliminate or limit the liability of such officer for any act or omission occurring prior to [date upon which the Certificate of Amendment is filed][1].

    Any repeal or modification of this Article Ninth shall not adversely affect any right or protection of any director or officer of the Corporation existing at the time of such repeal or modification.


    [1] In the Certificate of Amendment to be filed in Delaware, this bracketed phrase will be replaced with the filing date of such Certificate of Amendment.




    vpg-20230330_g4.jpg



    1.Article FOURTH, Part D, Section 1(h) be amended to delete the reference therein to “50,000” and insert “3,571” in lieu thereof; and
    2.Article FOURTH, Part D, Section 4 be amended to delete the reference therein to “300,000” and insert “21,428” in lieu thereof.
    -A-1-


    VISHAY PRECISION GROUP, INC.
    3 GREAT VALLEY PARKWAY
    SUITE 150
    MALVERN, PA 19355
    VOTE BY INTERNET - www.proxyvote.com
    or scan the QR Barcode above
    Use the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.on May 23, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
    ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
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                                                                                                                          During The Meeting -
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                                                                                                                          You may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years.
    the box marked by the arrow available and follow the instructions.
    VOTE BY PHONE - 1-800-690-6903
    Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.on May 23, 2023. Have your proxy card in hand when you call and then follow the instructions.

    VOTE BY MAIL
    Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

    VISHAY PRECISION GROUP, INC.
    3 GREAT VALLEY PARKWAY
    SUITE 150
    MALVERN, PA 19355
    TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:x
    KEEP THIS PORTION FOR YOUR RECORDS
    DETACH AND RETURN THIS PORTION ONLY
    THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLY


    ForWithholdFor All
    AllFor AllExcept
    Withhold
    All    		The Board of Directors recommends you vote FOR the following:For All Except
    1.   Election of Directorsooo
    Nominees
    To withhold authority to vote for any individual nominee(s), mark “For"For All Except”Except" and write the number(s) of the nominee(s) on the line below.



              
        01   Marc Zandman02   Dr. Samuel Broydo03   Saul Reibstein04   Timothy Talbert05   Ziv Shoshani
    The Board of Directors recommends you vote FOR
    the following:
    1.Election of Directorsooo
    Nominees
    01) Janet Clarke02) Wesley Cummins03) Sejal Shah Gulati04) Bruce Lerner05) Saul Reibstein
    06) Ziv Shoshani07) Timothy Talbert08) Marc Zandman

    The Board of Directors recommends you vote FOR proposals 2 3 and 4.3.    		ForAgainstForAgainstAbstain
    2.
    2.   To ratifyapprove the appointmentratification of ErnstBrightman Almagor Zohar & Young LLPCo., a firm in the Deloitte global network, as Vishay Precision Group, Inc.’s's independent registered public accounting firm for the year ending December 31, 2011.2023.o
    		o
    		o
    		o
    3.To approve an amendment to Vishay Precision Group, Inc.’s Amended and Restated Certificate of Incorporation.3.ooo
    4.To approve the non-binding resolution relating to the executive compensation.o
    		o
    		o
    		o
    The Board of Directors recommends you vote 3 YEARS1 YEAR on the following proposal:proposal 4.1 year2 years3 yearsAbstain
    4.
    5.   To recommend, byThe non-binding vote,resolution relating to the frequency of stockholder advisory votes on executive compensation votes.compensation.oooo
    The Board of Directors recommends you vote FOR proposal 5.ForAgainstAbstain
    For address change/comments, mark here.
    (see reverse for instructions)    		5.To approve the amendment to the Vishay Precision Group, Inc. Amended and Restated Certificate of Incorporation, as amended.ooo
    YesNo
    Please indicate if you plan to attend this meetingoo
    Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
    administrator, or other fiduciary, please give full title as such. Joint owners should each sign
    personally. All holders must sign. If a corporation or partnership, please sign in full corporate
    or partnership name by authorized officer.


    Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date
















    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and 2010 Annual Report are available at www.proxyvote.com.
    VISHAY PRECISION GROUP, INC.



    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders
    June 2, 2011
    This proxy is solicited by the Board of Directors
    Meeting:
    The undersigned hereby appoints William M. ClancyNotice and Roland B. Desilets,Proxy Statement and each of them acting individually, with full power of substitution,Annual Report to vote all shares of common stock and Class B common stock of Vishay Precision Group, Inc. which the undersigned is entitled to voteStockholders are available at the Annual Meeting of Stockholders of Vishay Precision Group, Inc. to be held at the The Desmond Hotel and Conference Center, 1 Liberty Boulevard, Malvern, PA 19355, at 10:00 a.m., local time, on Thursday, June 2, 2011, and at any postponement or adjournment thereof, hereby ratifying all that said proxies or their substitutes may do by virtue hereof, and the undersigned authorizes and instructs said proxies to vote as indicated on the reverse side:
    PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
    Address change/comments: www.proxyvote.com
    (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

    Continued and to be signed on reverse side
    VISHAY PRECISION GROUP, INC.
    Annual Meeting of Stockholders
    May 24, 2023 9:00 AM ET
    This proxy is solicited by the Board of Directors
    The undersigned hereby appoints Ziv Shoshani and William M. Clancy, and each of them acting individually, with full power of substitution, to vote all shares of common stock and Class B common stock of Vishay Precision Group, Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Vishay Precision Group, Inc. to be held via remote communication on Wednesday, May 24, 2023 at 9:00 AM ET, and at any postponement or adjournment thereof, hereby ratifying all that said proxies or their substitutes may do by virtue hereof, and the undersigned authorizes and instructs said proxies to vote as indicated on the reverse side.
    This proxy, when properly executed, will be voted as directed, or if no direction is given, will be voted "FOR" all director nominees, "FOR" proposals 2 and 3, "FOR" 1 YEAR on proposal 4 and "FOR" proposal 5. This proxy, when properly executed, also delegates discretionary authority with respect to any other business that may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof.
    The stockholder signing this proxy hereby acknowledges receipt of the notice of annual meeting and proxy statement.
    PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
    Continued and to be signed on reverse side