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2022 Proxy Statement | Summary |
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Table of Contents |
Date and Time |
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Meeting Location | |
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Record Date
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Voting
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Tuesday, May 24, 2022 at 9:00 a.m. U.S. eastern time |
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Virtual Shareholder Meeting
www.virtualshareholdermeeting.com/VSH2022
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March 28, 2022
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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.
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PROPOSAL
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BOARD RECOMMENDATION
|
PAGE REFERENCE
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|
①
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The election of four directors to hold office until 2025
|
FOR ALL
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17
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②
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The ratification of our independent registered public accounting firm
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FOR
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20 |
③
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The advisory vote on executive compensation
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FOR
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62 |
NAME
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AGE
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DIRECTOR SINCE
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TERM EXPIRING
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OCCUPATION
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QUALIFICATIONS
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INDEPENDENT
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COMMITTEE OF THE BOARD
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|||
E
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A
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NCG
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CC
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|||||||
Dr. Gerald Paul
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73
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1993
|
2025*
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President and CEO, Vishay Intertechnology, Inc.
|
Leadership, Electronics Industry, Company, Global
|
|
M | |||
Timothy Talbert |
75 |
2013 |
2025 |
Retired Sr. VP Credit and Originations, Lease Corporation of America
("LCA"); Retired President, LCA Bank Corporation |
Leadership, Finance, Compliance |
✓ |
|
C |
||
Dr. Renee B. Booth |
63 |
2022 | 2025 |
President, Leadership
Solutions, Inc. |
Leadership, Complementary Industry, Global, HR |
✓ | M |
|||
Dr. Michiko Kurahashi |
62 |
2022 |
2025 |
Former Chief Marketing Officer, AXIS Capital; Adjunct Professor, Baruch College |
Leadership, Complementary Industry, Global, Marketing
|
✓ |
E
|
Executive Committee
|
A
|
Audit Committee
|
NCG
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Nominating and Corporate Governance Committee
|
CC
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Compensation Committee
|
C
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Committee Chair
|
M
|
Committee Member
|
* |
On February 22, 2022, Dr. Paul announced his decision to retire as President and CEO effective December 31, 2022. If elected at
the annual meeting, Dr. Paul will resign from the Board of Directors effective December 31, 2022. The Board intends to appoint Joel Smejkal, who will succeed Dr. Paul as President and CEO, to the Board, effective January 1, 2023. |
A market-competitive
base salary
|
|
Cash incentive compensation
a portion of which is based on Company-wide achievements and another portion of which is based on personal achievements, with a cap to discourage inappropriate risk-taking
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Equity-based compensation
a portion of which vests only upon the achievement of three-year performance metrics and the balance of which vests on January 1 of the third year following the grant date
|
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Deferred cash compensation and retirement benefits
generally payable at retirement / termination of employment
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Deferred equity compensation
in the form of phantom stock units payable at retirement / termination of employment for certain of our Named Executive Officers
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Perquisites and other personal benefits
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Board Governance
|
||
•
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Separate Executive Chair of the Board and Chief Executive Officer;
|
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•
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All directors are required to attend at least 75% of all meetings on an annual basis;
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•
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Significant stock ownership guidelines for directors, equal to five times the value of their annual cash retainer (subject to a five year phase-in);
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•
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Annual self-evaluations of Board as a whole;
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•
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No restrictions on directors' access to management or employees; and
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•
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Board oversees the Company's strategic priorities and risk management.
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Committee Governance
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•
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Audit Committee composed entirely of independent directors;
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•
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Compensation Committee composed entirely of independent directors; and
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• | Nominating and Corporate Governance Committee composed entirely of independent directors. | ||
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Responsible Compensation and Planning
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•
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Cap on bonuses;
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•
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Nominating and Corporate Governance Committee has primary responsibility for Chief Executive Officer and key executive succession planning;
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• |
Succession and executive development are discussed with the Chief Executive Officer, as well as without the Chief Executive Officer present in executive sessions; | ||
• | Stock ownership guidelines for Executive
Vice President-level employees, equal to the value of their annual salary; |
||
• | Formal policy prohibiting directors and
officers from hedging or pledging of Company Stock; and |
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•
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Formal clawback policy for incentive-based cash and equity awards in the event of an accounting restatement.
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Independent Experience
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•
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Highly-experienced directors in a wide range of industries;
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•
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All directors possess a significant level of knowledge regarding Vishay and our industry;
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•
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All of our current directors received a majority of the votes cast by holders of common stock who are unaffiliated with the current Class B stockholders when they last stood for election at an annual meeting
of stockholders, other than Drs. Booth and Kurahashi, who were appointed to the Board effective January 1, 2022, and therefore have not previously stood for election;
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•
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Independent directors meet in regularly scheduled executive sessions and, when required, in special executive sessions;
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•
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Only four directors serving on the boards of other public companies; and
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•
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No director serving on more than one other public company board.
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Audit Integrity
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•
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Auditor is independent;
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•
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Non-audit fees are reasonable relative to audit and audit-related fees; and
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•
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Lead audit partner must be rotated after five years, which provides the Company the benefit of new thinking and approaches. | ||
COMMITTEE OF THE BOARD | |||||||||||||||||
NAME
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AGE
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DIRECTOR SINCE
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CLASS / TERM EXPIRING
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OCCUPATION
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QUALIFICATIONS
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INDEPENDENT
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E
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A
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NCG
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CC
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Dr. Gerald Paul(1) |
73 |
1993 |
I / 2025(3) |
President and CEO, Vishay Intertechnology, Inc. |
Leadership, Electronics Industry, Company, Global |
M |
|||||||||||
Dr. Renee B. Booth(1) | 63 |
2022 |
I / 2025 |
President, Leadership Solutions, Inc. | Leadership, Complementary Industry, Global, HR |
✓ | M | ||||||||||
Dr. Michiko Kurahashi(1) | 62 |
2022 |
I / 2025 |
Former Chief Marketing Officer, AXIS Capital; Adjunct Professor, Baruch College | Leadership, Complementary Industry, Global, Marketing |
✓ | |||||||||||
Timothy V. Talbert(1) |
75 |
2013 |
I / 2025 |
Retired Sr. VP Credit and Originations, Lease Corporation of America
("LCA"); Retired President, LCA Bank Corporation |
Leadership, Finance, Compliance |
✓ | C |
||||||||||
Thomas C. Wertheimer(2) |
81 |
2004 |
I / 2022(2) |
Accounting Consultant, previously partner of PriceWaterhouseCoopers LLP |
Leadership, Finance, Compliance |
✓ |
C(FE) |
M |
|||||||||
Michael J. Cody
|
72 |
|
2018 |
II / 2023 |
Retired VP - Corporate Development, Raytheon Company
|
Leadership, Complementary Industry, Finance, M&A
|
✓ | M |
M |
||||||||
Dr. Abraham Ludomirski
|
70 |
2003 |
II / 2023 |
Founder and Managing Director of Vitalife Fund | Leadership, Complementary Industry, Finance, Global | ✓ | C |
M |
|||||||||
Raanan Zilberman | 61 |
2017 |
II / 2023 |
Former President and CEO, Caesarstone, Ltd. | Leadership, Electronics Industry, Company, Global, M&A | ✓ | M | ||||||||||
Marc Zandman
|
60 |
2001 |
III / 2024
|
Executive Chair of the Board, Chief Business Development Officer, Vishay Intertechnology, Inc.
|
Leadership, Electronics Industry, Company, Global
|
C | |||||||||||
Ruta Zandman
|
84 |
2001
|
III / 2024
|
Private Stockholder
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Leadership, Electronics Industry, Company, Global
|
||||||||||||
Ziv Shoshani
|
55 | 2001 |
III / 2024
|
President and CEO, Vishay Precision Group, Inc.
|
Leadership, Electronics Industry, Company, Global
|
||||||||||||
Jeffrey H. Vanneste(4) | 62 | 2019 |
III / 2024
|
Retired SVP and CFO, Lear Corporation | Leadership, Complementary Industry, Finance | ✓ | M(FE) |
(1)
|
|
Nominees for election at 2022 annual meeting
|
(2) |
Mr. Wertheimer is not seeking re-election |
|
(3) |
On February 22, 2022, Dr. Paul announced his decision to retire as President and CEO effective December 31, 2022. If elected at the annual meeting, Dr. Paul will resign from the Board of Directors effective
December 31, 2022. The Board intends to appoint Joel Smejkal, who will succeed Dr. Paul as President and CEO, to the Board, effective January 1, 2023.
|
|
(4) |
The Board appointed
Mr. Vanneste to become Chair of the Audit Committee effective immediately prior to the commencement of the 2022 Annual Meeting. |
|
E:
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Executive Committee
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A:
|
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Audit Committee
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NCG:
|
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Nominating and Corporate Governance Committee
|
CC:
|
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Compensation Committee
|
C:
|
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Committee Chair
|
M:
|
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Committee Member
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(FE):
|
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Financial Expert
|
Dr. Gerald Paul was appointed Chief Executive Officer effective January 1, 2005. Dr. Paul has served as a Director of the Company since 1993, and has been President of the Company since March 1998. Dr. Paul also was Chief Operating Officer from 1996 to 2006. Dr. Paul previously was an Executive Vice President of the Company from 1996 to 1998, and President of Vishay Electronic Components, Europe from 1994 to 1996. Dr. Paul has been Managing Director of Vishay Electronic GmbH, a subsidiary of the Company, since 1991. Dr. Paul has been employed by Vishay and a predecessor company since 1978. Dr. Paul possesses extensive experience with the Company, has senior responsibilities for our overall business, and has been instrumental in promoting our strategic advances. His in-depth knowledge of our operations includes the integration of acquired companies and a proven understanding of the challenges facing the Company in all aspects of the business cycle. On February 22, 2022, Dr. Paul announced his decision to retire as President and CEO effective December 31, 2022. The Board intends to appoint his successor as President and CEO to the Board, effective January 1, 2023. | ||
Dr. Renee B. Booth
has served since 1999 as President of Leadership Solutions, Inc., a boutique human
resources consulting firm specializing in leadership assessment, selection, development and motivation. Prior to founding Leadership Solutions, Inc., Dr. Booth was the Eastern Regional Practice Leader for the Human Capital Group of
Watson Wyatt Worldwide. Dr. Booth also served as Senior Vice President, Corporate Human Resources of financial services company ADVANTA Corporation, and spent more than a decade in senior positions with Hay Management Consultants. Dr.
Booth is a Board of Trustee member at the Franklin Institute in Philadelphia where she serves on the Executive Committee and as Chair of the Education Committee and past Chair of the Compensation Committee. She previously served as a
Board member of Kenexa, a human capital solutions provider, which was acquired by IBM and where she was Chair of the Compensation Committee. Dr. Booth received a B.A. in psychology from the University of Maryland and a M.S. and Ph.D. in
industrial/organizational psychology from the Pennsylvania State University. Dr. Booth brings to the Board extensive organizational experience with leadership assessment and development. Additionally, Dr. Booth’s current and
prior positions as a director provide important expertise with human capital matters.
|
||
Dr. Michiko Kurahashi has served since 2020 as an adjunct professor at Baruch College educating executives,
graduate students, and undergraduates in the current trends in marketing, communications, public relations, and digital marketing technology applicable to a wide range of businesses and industries. From 2016 to 2020, Dr. Kurahashi was
Chief Marketing Officer at AXIS Capital (NYSE: AXS), a global commercial insurer and reinsurer. In that role, Dr. Kurahashi launched the firm’s new “One AXIS” brand, implemented AI-driven marketing initiatives and streamlined marketing
processes. Prior to that, Dr. Kurahashi was Head of Marketing at CIT Bank, an online bank, and held senior marketing and communication positions at global financial institutions including UBS AG and HSBC Private Bank. Throughout her
career, Dr. Kurahashi has won numerous industry awards for her work. Dr. Kurahashi received a B.A. in sociology from the University of Michigan – Ann Arbor; a M.A. in social stratification theory and a Ph.D. in quantitative research,
labor markets from Cornell University. Dr. Kurahashi’s deep knowledge of corporate brand strategy and digital marketing expertise provides the Board with a key strategic and operational perspective in a continuously changing
marketplace.
|
||
Timothy V. Talbert retired in 2018 from his positions as Senior Vice President of Credit and Originations for Lease Corporation of America ("LCA"), a national equipment lessor (since July 2000) and President of the LCA Bank Corporation, a bank that augments LCA's funding capacity (since its founding in January 2006). 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 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 the Company owned an 80.4% interest, from 2001 until the Company acquired the noncontrolling interests in 2005. Mr. Talbert has also served on the board of Vishay Precision Group since it was spun off from the Company in 2010. Mr. Talbert's previous and current service as a director of publicly traded companies allows him to bring an important perspective to the Board. Additionally, Mr. Talbert's service as the president of a federally regulated institution gives him relevant understanding of compliance with complex regulations and current accounting rules which add invaluable expertise to our Board. | ||
Michael J. Cody was, from 2009 until his retirement in 2017, Vice President of Corporate Development at Raytheon Company, a technology company specializing in defense, civil government and cybersecurity solutions. At Raytheon, Mr. Cody was responsible for overseeing all merger and acquisition activity, where he executed 18 transactions aggregating in excess of $4.3 billion in transaction value. From 2007-2009, Mr. Cody was a founding partner of Meadowood Capital LLC, a private equity firm focused on technology companies. From 1997 to 2007, Mr. Cody was Vice President of Corporate Development at EMC Corporation, a developer and provider of information infrastructure technology. Mr. Cody has previously served on the boards of Safeguard Scientific, Inc., a NYSE listed private equity and venture capital firm; and MTI Ltd., a private company in the UK specializing in cloud, security, and infrastructure. Mr. Cody brings to the Board extensive knowledge and experience with mergers and acquisitions as well as experience with technology and defense businesses. Additionally, Mr. Cody's experience as a director of publicly traded and private companies allows him to bring an important perspective to the Board. | ||
|
Dr. Abraham Ludomirski is the founder and, for more than the past five years, managing director of Vitalife Fund, a venture capital company specializing in high-tech electronic medical devices. He serves on the board of directors of POCARED
Diagnostics, Ltd., Newpace Ltd., Sensible Medical Innovations Ltd., and Trig Medical, as well as serving as the Chairman of the Board of ENDOSPAN Ltd. and Endoran. He also serves as CEO of Illumigyn. He previously served on the
board of Recro Pharma, Inc. and DIR Technologies. Dr. Ludomirski earned his M.D. at the Sackler Tel-Aviv University Medical School, specializing in OBGYN and completed his fellowship at the University of Pennsylvania in maternal
fetal medicine. In addition to his general familiarity with corporate affairs and governance, Dr. Ludomirski's work in the high-tech venture capital and medical fields gives him a valuable perspective on investment in innovative
technologies.
|
|
|
Raanan Zilberman was Chief Executive Officer of Caesarstone Ltd., a NASDAQ-listed multinational manufacturer of high quality engineered
quartz surfaces with operations in the U.S., Canada, Australia, the U.K., and Israel, from February 2017 to March 2018. Prior to that, from 2008 to 2016, Mr. Zilberman served as Chief Executive Officer of Eden Springs, a Swiss-based
leading provider of water and coffee services to European workplaces with production facilities and subsidiaries in 18 European countries that was formed by a series of acquisitions that Mr. Zilberman led. From 2005 to 2007, Mr.
Zilberman was Chief Executive Officer of Danone Springs, a joint venture between Danone, a multinational food manufacturer, and Eden Springs, with a European-wide water production and distribution footprint. From 2000 to 2002, Mr.
Zilberman served as Chief Executive Officer of Tedea Huntleigh, a company listed on the Tel Aviv Stock Exchange engaged in the production and marketing of electromechanical sensors. Tedea Huntleigh was acquired by Vishay in 2002, and
from 2002 to 2004, Mr. Zilberman was President of Vishay's transducers business, which was formed from a series of five acquisitions. From 1997 to 1999, Mr. Zilberman served as Chief Operating Officer of Tadiran Appliances, a
manufacturer of air conditioners and refrigerators and a subsidiary of Carrier Global. Mr. Zilberman's previous service as a Chief Executive Officer of publicly traded multinational companies, including his experience in M&A,
allows him to bring an important perspective to the Board. Additionally, his past experience with Vishay provides him with valuable insight of our business and operations.
|
Marc Zandman is Executive Chair of
the Board of Directors, the Chief Business Development Officer, and President of Vishay Israel Ltd. Mr. Zandman has been President of Vishay Israel Ltd. since 1998 and a Director of Vishay since 2001. Mr. Zandman was Vice Chair of
the Board from 2003 to June 2011, Chief Administration Officer from 2007 to June 2011, and Group Vice President of Vishay Measurements Group from 2002 to 2004. Mr. Zandman has served in various other capacities with Vishay since
1984. Mr. Zandman has served as the non-executive Chairman of the Board of Directors of Vishay Precision Group since the spin-off from Vishay on July 6, 2010. He is the son of the late Dr. Felix Zandman, founder and Vishay's former
Executive Chairman. As Executive Chair and Chief Business Development Officer, Mr. Zandman has a breadth of knowledge concerning the Company's businesses, as well as close familiarity with the Company's Israel operations where the
Company conducts significant research and development and manufacturing activities.
|
||
Ruta Zandman is a private stockholder and the wife of the late Dr. Felix Zandman, Vishay's founder and former Executive Chairman. Mrs. Zandman has sole or shared voting power over approximately 42.8% of the Company's total voting power, for which it is deemed appropriate that she serve as a member of the Company's Board. Mrs. Zandman was employed by Vishay as a public relations associate from 1993 to May 2011, and usually accompanied Dr. Zandman as a representative of Vishay; she provides the Board with valuable insight into the Company and its history, as well as her understanding of Dr. Zandman's vision and the evolution of our operations. | ||
Ziv Shoshani is Chief Executive Officer and President, and a member of the board of directors of Vishay Precision Group, Inc., an independent, publicly-traded company spun off from Vishay on July 6, 2010. Mr. Shoshani was Chief Operating Officer of Vishay from January 1, 2007 to November 1, 2009, and had been Executive Vice President of Vishay from 2000 until the date of the spin-off, 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, Inc. from 1995 to 2010, and has been a member of the Vishay Intertechnology, Inc. Board of Directors since 2001. Mr. Shoshani's long-standing dedication to our Company, exemplified by his extensive management experience with Vishay Intertechnology prior to the VPG spin-off, as well as his experience as the CEO of a publicly-traded company, provide him with valuable insight into our business and operations, and makes him a valuable advisor to the Board. Mr. Shoshani is a nephew of Ruta Zandman. | ||
|
Jeffrey H. Vanneste served, from 2012 until his retirement in 2019, as Senior Vice President and Chief Financial Officer of Lear Corporation, a global automotive technology leader in seating and electrical and
electronic systems. Prior to joining Lear, Mr. Vanneste served as Executive Vice President and Chief Financial Officer for International Automotive Components
Group ("IAC") from 2011 to 2012 and as Chief Financial Officer for IAC North America from 2007 to 2012. Prior to joining IAC, Mr. Vanneste worked with Lear Corporation in finance positions of increasing responsibility over more
than 15 years. Mr. Vanneste also serves on the board of TI Fluid Systems, PLC, a leading global manufacturer of fluid storage, carrying and delivery systems listed on the London Stock Exchange, where he is Chair of the Audit and
Risk Committee. Our Board appointed Mr. Vanneste to become Chair of the Audit Committee effective immediately prior to the commencement of the annual meeting, and our Board has determined that Mr. Vanneste qualifies as an Audit
Committee financial expert under the rules of the SEC. Mr. Vanneste’s experience as the Chief Financial Officer of a multinational, publicly-traded company and as a board member of another publicly-traded company allows him to
bring an important perspective to the Board and the Audit Committee.
|
•
|
An annualized cash retainer of $70,000, paid in two semi-annual installments;
|
•
|
An additional $12,000 for each member of the Audit Committee, other than the Chair who receives $30,000;
|
• | An additional $10,000 for each member of the Compensation Committee, other than the Chair who receives $20,000; |
•
|
An additional $5,000 for each member of the Nominating and Corporate Governance Committee, other than the Chair who receives $15,000;
|
• | An annual grant of Restricted Stock Units ("RSUs") on the first stock trading day of the year, determined as a total incentive value of $180,000 divided by
the closing stock price of the last trading day of the previous fiscal year, vesting in 3 years or ratably upon earlier cessation of service (other than for cause). |
NAME(1)
|
FEES EARNED AND PAID IN CASH
|
|
STOCK AWARDS(2)(4)
|
|
TOTAL
|
|
|||||
Michael J. Cody | $ | 87,000 | $ | 171,647 | $ | 258,647 | |||||
Dr. Abraham Ludomirski
|
$
|
95,000
|
|
$
|
171,647
|
|
$
|
266,647
|
|
||
Ziv Shoshani
|
$
|
70,000
|
|
$
|
171,647
|
|
$
|
241,647
|
|
||
Timothy V. Talbert
|
$
|
90,000
|
|
$
|
171,647
|
|
$
|
261,647
|
|
||
Jeffrey H. Vanneste |
$ |
82,000 |
$ |
171,647 | $ |
253,647 |
|||||
Thomas C. Wertheimer
|
$
|
110,000
|
|
$
|
171,647
|
|
$
|
281,647
|
|
||
Ruta Zandman(3)
|
$
|
220,000
|
|
|
$
|
171,647
|
|
$
|
391,647
|
|
|
Raanan Zilberman
|
$
|
75,000
|
|
$
|
171,647
|
|
$
|
246,647
|
|
(1) |
The table omits Dr. Booth and Dr. Kurahashi, who were appointed to the Board effective January 1, 2022 and received no compensation during 2021. |
(2)
|
Amounts represent the fair value of the RSUs granted, determined in accordance with FASB ASC Topic 718 in the year of grant. The grant-date fair value is based on the same assumptions described in Note 12 of
our consolidated financial statements included in our Form 10-K filed on February 23, 2022, including the consideration of the present value of assumed dividends which are not received by the RSU holder during the vesting period.
Accordingly, the value of stock awards in the table above will be different than the stated “incentive value” described above. The grant-date fair value is recognized for accounting purposes over the respective vesting periods.
|
(3) |
Effective January 1, 2012, Mrs. Ruta Zandman was appointed as the director responsible for preserving the memory of the late Dr. Felix Zandman and the Company's corporate history. For her continued service on
this project, Mrs. Zandman receives $150,000 per annum in addition to her Board of Directors cash retainer of $70,000.
|
(4) |
As of December 31, 2021, the aggregate number of stock awards outstanding was as follows:
|
NAME
|
TOTAL STOCK AWARDS OUTSTANDING
|
|||
Michael J. Cody | 25,603 |
|||
Dr. Abraham Ludomirski
|
|
25,603
|
|
|
Ziv Shoshani
|
|
25,603
|
|
|
Timothy V. Talbert
|
|
25,603
|
|
|
Jeffrey H. Vanneste
|
|
16,441
|
|
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Thomas C. Wertheimer |
25,603 |
|||
Ruta Zandman
|
|
25,603
|
|
|
Raanan Zilberman
|
|
25,603
|
|
•
|
Each non-employee director should own an amount of shares of Vishay Common Stock equal to 5 times the value of the director's annual cash retainer, subject to a 5-year phase-in period; and
|
•
|
Following the 5-year phase-in period, non-employee directors who do not meet the required ownership threshold would receive shares in place of the director's annual cash retainer and be subject to stock
transfer restrictions until such time as the ownership threshold is satisfied.
|
•
|
All shares underlying each non-employee director's outstanding time-based restricted stock and time-based restricted stock unit awards, whether or not vested;
|
•
|
Shares owned outright or otherwise beneficially owned by the non-employee director, his or her spouse and minor children, and any trust for the principal benefit of those individuals; and
|
•
|
Shares beneficially owned, whether directly or indirectly, by any investment fund or similar entity with which the non-employee director is affiliated.
|
DIRECTOR
|
STATUS
|
|
|
Dr. Renee B. Booth |
Compliant (within 5-year phase-in period) |
||
Michael J. Cody |
Compliant
|
||
Dr. Michiko Kurahashi |
Compliant (within 5-year phase-in period) |
||
Dr. Abraham Ludomirski
|
Compliant
|
|
|
Ziv Shoshani
|
Compliant
|
|
|
Timothy V. Talbert
|
Compliant
|
|
|
Jeffrey H. Vanneste |
Compliant |
||
Thomas C. Wertheimer
|
Compliant
|
|
|
Ruta Zandman
|
Compliant
|
|
|
Raanan Zilberman
|
Compliant
|
|
•
|
Review of Vishay's performance, strategies, and major decisions;
|
•
|
Oversight of Vishay's compliance with legal and regulatory requirements and the integrity of its financial statements;
|
•
|
Oversight of management, including review of the CEO's performance and succession planning for key management roles;
|
• | Oversight of risk management; and |
• | Oversight of compensation for the CEO, key executives and the Board, as well as oversight of compensation policies and programs for all employees. |
•
|
Corporate Governance Principles
|
•
|
Code of Business Conduct and Ethics
|
•
|
Code of Ethics for Financial Officers
|
• | Audit Committee Charter |
• | Nominating and Corporate Governance Committee Charter |
• | Compensation Committee Charter |
• | Executive Stock Ownership Guidelines |
• |
Director Stock Ownership Guidelines |
• | Clawback Policy |
• | Hedging - Pledging Policy |
• | Nominating and Corporate Governance Committee Policy Regarding Qualification of Directors |
• | Related Party Transactions Policy |
• | Ethics Helpline |
The Board of Directors maintains an Executive Committee, a Nominating and Corporate Governance Committee, an Audit Committee, and a Compensation Committee. Each Committee is described below. Copies of all Committee charters are
available on our website and in print upon request. The composition of these Committees is summarized under "Directors" above.
|
|
|
|
|
Executive Committee(1)
|
Audit Committee
|
Nominating and Corporate Governance Committee
|
Compensation Committee
|
Number of Meetings during 2021
|
-
|
6
|
6
|
4
|
(1)
|
The Executive Committee meets informally throughout the year to discuss various business issues. Informal meetings are not included in the number of meetings disclosed above.
|
The Audit Committee reviews our policies and guidelines with respect to risk assessment
and risk management, including our material financial risk exposures and cybersecurity risk, and oversees the steps management has taken to monitor and control those exposures.
|
|
The Compensation Committee considers risk issues when establishing and administering our compensation programs for executive
officers and other key personnel.
|
|
The Nominating and Corporate Governance Committee oversees corporate governance risks,
including matters relating to the composition and organization of the Board and recommends to the Board how its effectiveness can be improved by changes in its composition and organization.
|
|
By Mail
|
|
|
By e-mail
|
||
Corporate Secretary
Vishay Intertechnology, Inc.
63 Lancaster Avenue
Malvern, PA 19355
|
boardofdirectors@Vishay.com
Communications should not exceed 1,000 words
|
Class I nominees: | |
Dr. Gerald Paul
|
|
|
|
Dr. Renee B. Booth
|
|
|
|
Dr. Michiko Kurahashi | |
Timothy V. Talbert |
The Board of Directors recommends that you vote "FOR ALL" the nominees
for election as Class I directors.
|
|
2021
|
2020
|
|||||||
Audit fees |
$
|
5,300,000
|
$
|
5,400,000
|
|||||
Audit-related fees |
-
|
-
|
|||||||
Tax fees |
600,000
|
500,000
|
|||||||
All other fees |
100,000
|
100,000
|
|||||||
Total fees |
$
|
6,000,000
|
$
|
6,000,000
|
The Audit Committee and the Board of Directors recommend that
you vote "FOR"
the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022. |
2022 Proxy Statement | Security Ownership of Certain Beneficial Owners and Management |
|
Table of Contents |
|
COMMON STOCK
|
CLASS B COMMON STOCK
|
|||||||||||||||||
NAME
|
SHARES OF STOCK
|
PERCENT OF CLASS
|
SHARES OF STOCK
|
PERCENT OF CLASS
|
VOTING POWER
|
||||||||||||||
Directors and Executive Officers
|
|||||||||||||||||||
Marc Zandman
|
36,216
|
|
*
|
8,618,334
|
(2)
|
71.2
|
%
|
34.0
|
%
|
||||||||||
Dr. Renee B. Booth |
- | * |
|||||||||||||||||
Michael J. Cody | 13,255 | * | - | - | * | ||||||||||||||
Dr. Michiko Kurahashi |
- | * |
|||||||||||||||||
Lori Lipcaman
|
54,529
|
|
*
|
-
|
-
|
*
|
|||||||||||||
Dr. Abraham Ludomirski
|
103,346
|
|
*
|
-
|
-
|
*
|
|||||||||||||
Dr. Gerald Paul
|
199,384
|
|
*
|
-
|
-
|
*
|
|||||||||||||
Andreas Randebrock |
- |
* |
- |
- |
* | ||||||||||||||
Ziv Shoshani
|
33,893
|
|
*
|
8,616,834
|
(3)
|
71.2
|
%
|
34.0
|
%
|
||||||||||
Joel Smejkal
|
7,385 |
|
*
|
-
|
-
|
*
|
|||||||||||||
Timothy V. Talbert
|
60,046
|
|
*
|
-
|
-
|
*
|
|||||||||||||
Clarence Tse
|
27,904 |
|
*
|
-
|
-
|
*
|
|||||||||||||
David Valletta
|
50,692
|
|
*
|
-
|
-
|
*
|
|||||||||||||
Johan Vandoorn
|
43,564
|
|
*
|
-
|
-
|
*
|
|||||||||||||
Jeffrey H. Vanneste |
- | * |
- |
- |
* |
||||||||||||||
Jeff Webster |
- | * |
- |
- |
* |
||||||||||||||
Thomas C. Wertheimer |
64,493 |
* |
|||||||||||||||||
Ruta Zandman
|
37,982
|
|
*
|
10,849,383
|
(1)
|
89.7
|
%
|
42.8
|
%
|
||||||||||
Raanan Zilberman
|
27,299
|
|
*
|
-
|
-
|
*
|
|||||||||||||
All Directors and Executive Officers as a group (19 Persons) (4)
|
759,988 | * |
10,850,883
|
89.7
|
% | 43.1 | % | ||||||||||||
Eugenia Ames(6) | - |
* | 2,232,549 | 18.5 | % | * | (5) | ||||||||||||
Deborah S. Larkin(7) | - | * | 706,755 | 5.8 | % | 2.8 | % | ||||||||||||
BlackRock, Inc.(8) | 14,841,448 | 11.2 |
% | - | - | 5.9 | % | ||||||||||||
Dimensional Fund Advisors, LP(9) | 8,030,777 | 6.0 | % | - | - | 3.2 | % | ||||||||||||
The Vanguard Group, Inc.(10) | 13,000,218 | 9.8 | % | - | - | 5.1 | % | ||||||||||||
DNB Asset Management AS(11) | 8,897,715 | 6.7 | % | - | - | 3.5 | % |
2022 Proxy Statement | Security Ownership of Certain Beneficial Owners and Management |
|
Table of Contents |
(1)
|
Includes 8,616,834 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
related to that family trust, each of Mrs. Zandman and Messrs. Zandman and Shoshani is required to cause shares controlled by the trust to be voted in support of the election of each of the co-trustees as directors of the Company.
Additionally, includes 2,232,549 shares of Class B common stock that are subject to a voting agreement pursuant to which Mrs. Zandman, as Voting Representative, may direct the voting of such shares.
|
(2)
|
Includes the same 8,616,834 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 related to that family trust, each of Mrs. Zandman and Messrs. Zandman and Shoshani is required to cause shares controlled by the trust to be voted in support of the election of each of the co-trustees as directors of the Company.
Additionally, includes 750 shares of Class B common stock directly owned by Mr. Marc Zandman; and 750 shares of Class B common stock owned by one of Mr. Marc Zandman's children.
|
(3) | Includes the same 8,616,834 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 related to that family trust, each of Mrs. Zandman and Messrs. Zandman and Shoshani is required to cause shares controlled by the trust to be voted in support of the election of each of the co-trustees as directors of the Company. |
(4) |
The business address for all directors and officers is: c/o Vishay Intertechnology, Inc., 63 Lancaster Avenue, Malvern, PA 19355.
|
(5) |
Such shares are subject to a voting agreement pursuant to which Mrs. Ruta Zandman, as Voting Representative, may direct the voting of such shares, and are included in the 2,232,549 shares of Class B common stock
reported as being beneficially owned by Mrs. Zandman in Footnote 1. Ms. Ames has dispositive power of such shares. Ms. Ames is the record holder of 506,216 of these shares; the balance of the shares are held by trusts for the benefit of Ms.
Ames's children and other family members.
|
(6) | The business address for Eugenia Ames is Janney Montgomery Scott, 780 Route 37 West, Suite 130, Toms River, NJ 08755, c/o Mr. Leroy Rachlin. |
(7) | The business address for Deborah S. Larkin is World Financial, 270 Madison Avenue, Suite 1503, New York, NY 10016, c/o Mr. Bruce Auerbach. |
(8) |
Based on information provided in a Schedule 13G/A filed on January 27, 2022 by BlackRock, Inc. According to the Schedule
13G/A, BlackRock, Inc. may be deemed to have sole power to vote or direct the vote with respect to 14,582,108 shares of common stock; and sole power to dispose or direct the disposition with respect to 14,841,448 shares. BlackRock, Inc. is
located at 55 East 52nd Street, New York, New York 10055. |
(9) |
Based on information provided in a Schedule 13G/A filed on February 8, 2022 by Dimensional Fund Advisors, LP. According to the Schedule 13G/A, Dimensional Fund Advisors, LP may be deemed to have sole power to
vote or direct the vote with respect to 7,894,891 shares of common stock; and sole power to dispose or direct the disposition with respect to 8,030,777 shares. Dimensional Funds Advisors, LP is located at 6300 Bee Cave Road, Building One,
Austin, Texas 78746.
|
(10) |
Based on information provided in a Schedule 13G/A filed on February 10, 2022 by The Vanguard Group, Inc. According to the Schedule 13G/A, The Vanguard Group, Inc. may be deemed to have shared power to vote or
direct the vote with respect to 139,418 shares of common stock; sole power to dispose or direct the disposition with respect to 12,744,473 shares; and shared power to dispose or direct the disposition with respect to 255,745 shares. The
Vanguard Group, Inc. is located at 100 Vanguard Blvd., Malvern, PA 19355.
|
(11) |
Based on information provided in a Schedule 13G/A filed on February 9, 2022 by DNB Asset Management AS. According to the Schedule 13G/A, DNB Asset Management AS may be deemed to have sole power to vote or direct
the vote with respect to 8,897,715 shares of common stock; and sole power to dispose or direct the disposition with respect to 8,897,715 shares. DNB Asset Management AS is located at Dronning Aufemias Gate 30, 0191 Oslo, Norway.
|
2022 Proxy Statement | Security Ownership of Certain Beneficial Owners and Management |
|
Table of Contents |
NAME
|
|
AGE
|
|
POSITION
|
|
|
|
|
|
Marc Zandman(1)
|
|
60
|
|
Executive Chair of the Board, Chief Business Development Officer, President – Vishay Israel Ltd.
|
Dr. Gerald Paul(1)(2)
|
|
73
|
|
Chief Executive Officer, President and Director
|
Lori Lipcaman
|
|
64
|
|
Executive Vice President and Chief Financial Officer
|
Johan Vandoorn
|
|
65
|
|
Executive Vice President and Chief Technical Officer
|
David Valletta
|
|
61
|
|
Executive Vice President Worldwide Sales
|
Joel Smejkal(2) |
55 |
Executive Vice President Corporate Business Development |
||
Clarence Tse | 63 | Executive Vice President and Business Head Semiconductors | ||
Jeff Webster(2) |
51 | Executive Vice President and Business Head Passive Components | ||
Andreas Randebrock |
57 | Executive Vice President Global Human Resources |
(1)
|
Biography is provided with the Directors' biographies under the heading "Directors".
|
(2) |
On February 22, 2022, Dr. Paul announced his decision to retire as President and CEO effective December 31, 2022. The Board intends to appoint Joe
Smejkal as President and CEO, and has appointed Jeff Webster to the newly created position of Chief Operating Officer, each effective January 1, 2023. |
Lori Lipcaman was appointed Executive Vice President and Chief Financial Officer of the Company effective September 1, 2011. Ms. Lipcaman had been
appointed Executive Vice President and Chief Accounting Officer in September 2008. Previously, she served as Vishay's Corporate Senior Vice President, Operations Controller, from March 1998 to September 2008. Prior to that, she served in
various positions of increasing responsibility in finance and controlling since joining the Company in May 1989.
|
|||
Johan Vandoorn was appointed Executive Vice President and Chief Technical Officer effective August 1, 2011. Mr. Vandoorn is responsible for Vishay's technical development and internal growth programs. Mr. Vandoorn has held various positions of increasing responsibility since Vishay's acquisition of BCcomponents Holdings BV ("BCcomponents") in 2002, including Executive Vice President – Passive Components (2006 – 2012). Mr. Vandoorn had been Vice President – Global Operations of BCcomponents from 2000 until its acquisition by Vishay, and previously worked for Philips Components ("Philips") from 1980 until Philips sold the BCcomponents business to a private equity firm in 1998. |
David Valletta was appointed as Vishay's Executive Vice President – Worldwide Sales effective January 1, 2007. Mr. Valletta has held various positions of
increasing responsibility since Vishay's acquisition of Vitramon in 1994. Prior to joining Vitramon, Mr. Valletta also worked for AVX Corporation. His experience with Vishay includes various positions within the Americas region in direct and
distribution sales management and global sales responsibility for the Company's key strategic customers.
|
|||
Joel Smejkal was appointed Executive Vice President -
Corporate Business Development effective July 1, 2020. Mr. Smejkal has held various positions of increasing responsibility since joining Vishay in 1990 including Executive Vice President and Business Head Passive Components (2017 - 2020) and
Senior Vice President Global Distribution Sales (2012 - 2016). Mr. Smejkal's experience with Vishay includes worldwide and divisional leadership roles in engineering, marketing, operations and sales. He was a product developer of 18 U.S.
Patents for the Power Metal Strip® resistor technology and brings significant business development, marketing and sales experience. The Board of Directors has appointed Mr. Smejkal to succeed Dr. Paul as President and Chief Executive Officer
effective January 1, 2023, following Dr. Paul's previously announced retirement. |
|||
Clarence Tse was appointed Executive Vice President and Business Head Semiconductors effective January 1, 2017. Mr. Tse has held various positions of increasing responsibility since Vishay's acquisition of Siliconix/Telefunken in 1998, including Senior Vice President, Diodes Division (2008 - 2016), Senior Vice President, Power Diodes Division (2002 - 2008) and Vice President, Finance and Administration Asia (1998 - 2001). Mr. Tse was first hired by Siliconix in 1985. | |||
Jeff Webster was appointed Executive Vice President and Business Head Passive Components effective July 1, 2020. Mr. Webster has held various positions of
increasing responsibility since joining Vishay in 2000 including Senior Vice President Global Quality (2014 - 2019) and Vice President Global Quality - Actives (2000 - 2014). Prior to joining Vishay, Mr. Webster worked for Intersil. Mr.
Webster's experience includes roles in quality, operations, and R&D. As part of the Company's executive officer succession plan, the Board of Directors has appointed Mr. Webster to the position of Chief Operating Officer effective
January 1, 2023.
|
|||
Andreas Randebrock was appointed Executive Vice President Global Human Resources effective July 1,
2020. Mr. Randebrock has been working for Vishay since 2015 as Senior Vice President Employee Development. Before Mr. Randebrock joined Vishay he worked as a management consultant in the field of leadership, human resources, and
organizational consulting for more than 20 years. From 1998 until 2015, Mr. Randebrock was employed by the global human resources consultancy Hay Group (acquired in 2015 by Korn Ferry) where he held various positions of increasing
responsibility and was a partner. |
•
|
Minimum base salary levels are fixed in amount;
|
•
|
While annual cash bonuses focus on the achievement of short-term or annual goals, and short-term goals may encourage risk-taking, annual cash bonuses for Executive Officers are capped in order to balance the risk;
and
|
•
|
A significant portion of our RSUs carry performance conditions which are tied to operating results over a three-year period. |
•
|
a meaningful portion of compensation is deferred until retirement or termination of employment under our non-qualified deferred compensation plan; and
|
•
|
phantom stock units are only settled upon retirement or termination of employment, thus providing an incentive for the creation of long-term stockholder value.
|
•
|
Each Covered Executive is required to own shares of the Company's common stock having an aggregate fair market value equal to or greater than one (1) time the Covered Executive's base salary as of the
Measurement 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
ownership. 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 equity awards |
|
• | shares held outright or beneficially owned by the Covered Executive, his or her spouse and minor children, or an trust for the benefit of these
individuals |
•
|
Advanced Energy Industries, Inc.
|
•
|
ON Semiconductor Corporation
|
•
|
Cree, Inc. (now Wolfspeed, Inc.)
|
•
|
Qorvo, Inc.
|
•
|
First Solar, Inc.
|
•
|
Silicon Laboratories Inc.
|
•
|
II-VI Incorporated
|
•
|
Skyworks Solutions, Inc.
|
•
|
Littelfuse, Inc.
|
•
|
SunPower Corporation
|
•
|
Maxim Integrated Products, Inc.
|
•
|
Teradyne, Inc.
|
• | MKS Instruments, Inc. |
|
YEARS ENDED DECEMBER 31,
|
|||||||||||
|
2021
|
2020
|
2019
|
|||||||||
|
||||||||||||
GAAP net earnings attributable to Vishay stockholders
|
$
|
297,970
|
$
|
122,923
|
|
$
|
163,936
|
|||||
|
||||||||||||
Reconciling items affecting gross income |
||||||||||||
Impact of COVID-19 pandemic |
$ | - |
$ |
4,563 | $ |
- |
||||||
Reconciling items affecting operating income:
|
||||||||||||
Impact of COVID-19 pandemic
|
$
|
-
|
|
$
|
(1,451 | ) |
$
|
-
|
||||
Restructuring and severance costs |
- |
743 |
24,139 |
|||||||||
|
||||||||||||
Reconciling items affecting other income (expense):
|
||||||||||||
Loss on early extinguishment of debt
|
$
|
- | $ | 8,073 | $ | 2,030 | ||||||
|
||||||||||||
Reconciling items affecting tax expense (benefit):
|
||||||||||||
Changes in laws and tax regulations |
$ |
45,040 |
$ |
- |
$ |
- |
||||||
Effects of changes in valuation allowances |
(5,714 | ) |
- |
- |
||||||||
Changes in deferred taxes due to early extinguishment of debt |
- |
|
|
(1,563 | ) |
(1,601 | ) |
|||||
Effects of cash repatriation program |
- | |
(190 | ) |
(9,583 | ) |
||||||
Effects of changes in uncertain tax positions |
|
- |
|
|
3,751
|
|
2,831
|
|||||
Effects of tax-basis foreign exchange gain
|
-
|
-
|
|
7,554 | |
|||||||
Tax effects of pre-tax items above
|
-
|
|
(2,799
|
)
|
(6,211
|
)
|
||||||
|
||||||||||||
Adjusted net earnings
|
$
|
337,296
|
$
|
134,050
|
$
|
183,095
|
||||||
|
||||||||||||
Adjusted weighted average diluted shares outstanding
|
145,495
|
145,228
|
145,136
|
|||||||||
|
||||||||||||
Adjusted earnings per diluted share
|
$
|
2.32
|
$
|
0.92
|
$
|
1.26
|
|
YEARS ENDED DECEMBER 31,
|
|||||||||||
|
2021
|
2020
|
2019
|
|||||||||
Net cash provided by operating activities
|
$
|
457,104
|
$
|
314,938
|
$
|
296,444
|
||||||
Proceeds from sale of property and equipment
|
1,317
|
403
|
577
|
|||||||||
Less: Capital expenditures
|
(218,372 |
)
|
(123,599
|
)
|
(156,641
|
)
|
||||||
Free cash
|
$
|
240,049 |
$
|
191,742
|
$
|
140,380
|
•
|
adjusted net earnings;
|
•
|
third party net sales;
|
•
|
variable margin;
|
•
|
gross profit margin;
|
•
|
free cash;
|
•
|
segment operating income; and |
•
|
divisional cash flow. |
SHORT TERM
|
|
MEDIUM TERM
|
|
LONG TERM
|
|||
•
|
Base salary
|
|
•
|
Equity-based compensation
|
|
•
|
Retirement benefits
|
•
|
Cash performance-based incentive compensation
|
|
|
|
|
•
|
Contributions to the Company's deferred compensation plan*
|
•
|
Perquisites and other personal benefits
|
|
|
|
|
|
|
* | For Dr. Paul, Mr. Zandman, and Mr. Valletta |
NAME
|
2021 BASE SALARY(1)
|
|
Marc Zandman
|
ILS 3,977,265 (approximately $1,231,000)(2)
|
|
Dr. Gerald Paul
|
€1,102,767 (approximately $1,304,000)(3)
|
|
Lori Lipcaman
|
€461,704 (approximately $546,000)(3)
|
|
Johan Vandoorn
|
€518,535 (approximately $613,000)(3)
|
|
David Valletta
|
$565,371
|
|
Joel Smejkal |
$578,825 |
|
Clarence Tse | TWD 19,436,622 (approximately $693,000)(4) | |
Jeff Webster |
ILS 1,571,960 (approximately $487,000)(2) | |
Andreas Randebrock |
€334,758 (approximately $396,000)(3) |
(1) |
The amounts shown have been converted into U.S. dollars at the weighted average exchange rate for 2021. |
(2)
|
Paid in Israeli shekels.
|
(3)
|
Paid in euro.
|
(4)
|
Paid in Taiwan dollars.
|
NAME
|
PERCENTAGE OF ADJUSTED NET EARNINGS |
DOLLAR VALUE ($)
|
|||
Marc Zandman
|
1.00% |
3,372,960
|
|
||
Dr. Gerald Paul
|
1.25% |
4,216,200
|
(1) |
||
Lori Lipcaman | 0.15% | 505,944 | (1) |
||
Johan Vandoorn
|
0.10% |
337,296
|
(1) | ||
David Valletta
|
0.07% |
236,107
|
|||
Joel Smejkal |
0.07% |
236,107 | |||
Clarence Tse
|
0.07% |
236,107
|
|||
Jeff Webster
|
0.07% |
236,107 | |||
Andreas Randebrock
|
0.05% | 168,648 | |||
(1): Amount paid limited by the cap set by the Compensation
Committee |
NAME
|
|
LTI VALUE
|
Marc Zandman
|
|
125% of base salary
|
Dr. Gerald Paul
|
|
150% of base salary
|
Lori Lipcaman
|
|
70% of base salary
|
Johan Vandoorn
|
|
50% of base salary
|
David Valletta
|
|
50% of base salary
|
Joel Smejkal |
50% of base salary |
|
Clarence Tse | 40% of base salary | |
Jeff Webster |
40% of base salary |
|
Andreas Randebrock |
40% of base salary |
|
NAME
|
|
TIME-VESTED RSUs
|
|
|
PBRSUs
|
|
|
TOTAL
|
|
|||
Marc Zandman
|
|
|
17,435
|
|
|
|
52,308
|
|
|
|
69,743 |
|
Dr. Gerald Paul
|
|
|
22,742
|
|
|
|
68,228
|
|
|
|
90,970 |
|
Lori Lipcaman
|
|
|
8,887
|
|
|
|
8,887
|
|
|
|
17,774 |
|
Johan Vandoorn
|
|
|
7,129
|
|
|
|
7,129
|
|
|
|
14,258 |
|
David Valletta
|
|
|
6,825
|
|
|
|
6,825
|
|
|
|
13,650 |
|
Joel Smejkal |
6,987 |
6,987 |
13,974 |
|||||||||
Clarence Tse | 6,344 |
6,344 |
12,688 |
|||||||||
Jeff Webster |
4,410 |
4,411 |
8,821 |
|||||||||
Andreas Randebrock |
3,682 |
3,682 |
7,364 |
CATEGORY
|
|
TARGET(1)
|
|
MAXIMUM
|
|
RELATIVE ACHIEVEMENT VS. BUDGET/EXPECTATION
|
|
ACHIEVEMENT (AS A PERCENTAGE OF BASE SALARY)
|
Free cash(2)
|
|
12.5%
|
|
12.5%
|
|
>100%
|
|
12.5%
|
Fixed costs(3)
|
|
7.5%
|
|
7.5%
|
|
>100%
|
|
7.5%
|
Personal objectives(4)
|
|
10.0%
|
|
10.0%
|
|
86.0%
|
|
8.6%
|
Total
|
|
30.0%
|
|
30.0%
|
|
|
|
28.6%
|
(1)
|
The percentage at "Target" in this table represents the bonus payable at achievement of 100% of budget / expectation.
|
(2) |
Ms. Lipcaman would not be eligible to receive a bonus if actual free cash was under $100 million. If actual free cash were between $100 million and budget, the applicable bonus increases ratably from 0% to 12.5% of base salary. |
(3) |
For achievement of 97% to 100% of budgeted fixed costs under responsibility, the applicable bonus increases ratably from 3.75% to 7.5% of base salary. |
(4)
|
Ms. Lipcaman's individual performance goals for 2021 (with related bonus opportunity
as a percentage of base salary in parentheses) included: serving as executive sponsor for certain finance-related IT projects (3.5%); implementing a strategy to refinance certain debt instruments (2.0%); coordinating the development of
financial modelling tools to assist in the evaluation of acquisitions (1.5%); overseeing the adoption of a new accounting standard (1.0%); improving financial forecasting accuracy (1.0%); and facilitating certain inter-department
coordination to improve budgeting, forecasting, and reporting accuracy (1.0%). The achievement of these goals was evaluated and measured in the aggregate.
Ms. Lipcaman’s incentive compensation (including the portion payable under the Cash
Bonus Plan) for 2021 was limited by a cap equal to one-times her base salary. This cap was set by the Compensation Committee and included in her employment agreement.
|
CATEGORY
|
|
TARGET(1)
|
|
MAXIMUM
|
|
RELATIVE ACHIEVEMENT VS. BUDGET/EXPECTATION
|
|
ACHIEVEMENT (AS A PERCENTAGE OF BASE SALARY)
|
Variable margin of defined R&D projects(2)
|
|
15.0%
|
|
15.0%
|
|
>100%
|
|
10.0%
|
Third party net sales of defined R&D projects(3)
|
|
10.0%
|
|
10.0%
|
|
>100%
|
|
10.0%
|
Free cash(4) | 10.0% |
10.0% | >100% | 15.0% | ||||
Fixed costs(5) | 5.0% | 5.0% |
>100% |
5.0% | ||||
Personal objectives(6)
|
|
10.0%
|
|
10.0%
|
|
82.0%
|
|
8.2%
|
Total
|
|
50.0%
|
|
50.0%
|
|
|
|
48.2%
|
(1)
|
The percentage at "Target" in this table represents the bonus payable at achievement of 100% of budget / expectation.
|
(2) |
For achievement of 0% to 100% of budget, the applicable bonus increases ratably from 0% to 15% of base salary. |
(3) |
For achievement of 0% to 100% of sales of new products related to defined projects, the applicable bonus increases ratably from 0% to 10% of base salary. |
(4) |
Mr. Vandoorn would not be eligible to receive a bonus if actual free cash was under $100 million. If actual free cash were between $100 million and budget, the applicable bonus increases ratably from 0% to 10% of base salary. |
(5) |
For achievement of 97% to 100% of budgeted fixed costs under responsibility, the applicable bonus increases ratably from 2.5% to 5% of base salary. |
(6)
|
Mr. Vandoorn's individual performance goals for 2021 (with related bonus
opportunity as a percentage of base salary in parentheses) included: meeting R&D milestones (2.0%); defining new innovation targets to achieve sales target (1.5%); fostering acquisition plans (1.5%); completing certain strategic
projects (4.0%); and supporting investor relations (1.0%). The achievement of these goals was evaluated and measured in the aggregate.
Mr. Vandoorn’s incentive compensation (including the portion payable under
the Cash Bonus Plan) for 2021 was limited by a cap equal to one-times his base salary. This cap was set by the Compensation Committee and included in his employment agreement.
|
CATEGORY
|
|
TARGET(1)
|
|
MAXIMUM
|
|
RELATIVE ACHIEVEMENT VS. BUDGET/EXPECTATION
|
|
ACHIEVEMENT (AS A PERCENTAGE OF BASE SALARY)
|
Third party net sales(2)
|
|
5.0%
|
|
15.0%
|
|
>100%
|
|
15.0% |
Standard variable margin on actual sales(2)(3)
|
|
12.5%
|
|
12.5%
|
|
>100%
|
|
12.5% |
Free cash(4) | 10.0% | 10.0% | >100% | 10.0% | ||||
Fixed costs(5) | 5.0% | 5.0% | >100% | 5.0% | ||||
Personal objectives(6)
|
|
7.5%
|
|
7.5%
|
|
86.7%
|
|
6.5%
|
Total
|
|
40.0%
|
|
50.0%
|
|
|
|
49.0%
|
(1)
|
The percentage at "Target" in this table represents the bonus payable at achievement of 100% of budget / expectation.
|
(2) |
Mr. Valletta would not be eligible to receive a bonus if actual performance were less than 90% of budget. If actual third party net sales were between 90% and 100% of budget, applicable bonus increases ratably from 0% to 5% of base salary.
If actual third party net sales were between 100% and 120% of budget, the applicable bonus increases ratably from 5% to 15% of base salary.
|
(3) |
For actual achievement within 2% of budgeted standard variable margin, the applicable bonus increases ratably from 0% to 12.5% of base salary. |
(4) |
Mr. Valletta would not be eligible to receive a bonus if actual free cash was under $100 million. If actual free cash were between $100 million and budget, the applicable bonus increases ratably from 0% to 10% of base salary. |
(5) |
For achievement of 97% to 100% of budgeted fixed costs under responsibility, the applicable bonus increases ratably from 2.5% to 5% of base salary. |
(6)
|
Mr. Valletta's individual performance goals for 2021 (with related bonus opportunity as a percentage of base salary in parentheses) included: overseeing certain strategic operations projects (4.0%); integrating acquired businesses
(1.0%); establishing a customer service / quote center (1.0%); achieving accounts receivable aging targets (1.0%); and maintaining consignment inventories at specific inventory turnover targets (0.5%). The achievement of these goals
was evaluated and measured in the aggregate.
|
CATEGORY
|
|
TARGET(1)
|
|
MAXIMUM
|
|
RELATIVE ACHIEVEMENT VS. BUDGET/EXPECTATION
|
|
ACHIEVEMENT (AS A PERCENTAGE OF BASE SALARY)
|
Third party net sales(2)
|
|
3.3%
|
|
10.0%
|
|
>100%
|
|
10.0%
|
Standard variable margin on actual sales(2)(3)
|
|
5.0% |
|
5.0% |
|
>100% |
|
5.0% |
Free cash(4) | 10.0% | 10.0% |
>100%
|
10.0%
|
||||
Sales above budget(5) |
0.0%
|
10.0% |
>110%
|
10.0% | ||||
Personal objectives(6)
|
|
15.0%
|
|
15.0%
|
|
86.7%
|
|
13.0%
|
Total
|
|
33.3%
|
|
50.0%
|
|
|
|
48.0%
|
(1)
|
The percentage at "Target" in this table represents the bonus payable at achievement of 100% of budget / expectation.
|
(2) |
Mr. Smejkal would not be eligible to receive a bonus if actual performance were less than 90% of budget. If actual third party net sales were between 90% and 100% of budget, applicable bonus increases ratably from 0% to 3.3% of base
salary. If actual third party net sales were between 100% and 120% of budget, the applicable bonus increases ratably from 3.3% to 10% of base salary.
|
(3) |
For actual achievement within 2% of budgeted standard variable margin, the applicable bonus increases ratably from 0% to 12.5% of base salary. |
(4) |
Mr. Smejkal would not be eligible to receive a bonus if actual free cash was under $100 million. If actual free cash were between $100 million and budget, the applicable bonus increases ratably from 0% to 10% of base salary. |
(5) |
Mr. Smejkal would not be eligible to receive a bonus for sales in excess of budget if
actual performance were less than 103% of budget. If actual third party net sales were between 103% and 110% of budget, applicable bonus increases ratably from 0% to 10% of base salary.
|
(6) |
Mr. Smejkal's individual performance goals for 2021 (with related bonus opportunity as a percentage of base salary in parentheses) included: achieving defined growth and sales targets for specific product lines, end-use markets,
regions, and customers (totaling 12%); and developing and delivering defined education sessions, webinars, and a virtual event (totaling 3%). The achievement of these goals was evaluated and measured in the aggregate.
|
CATEGORY
|
|
TARGET(1)
|
|
MAXIMUM
|
|
RELATIVE ACHIEVEMENT VS. BUDGET/EXPECTATION
|
|
ACHIEVEMENT (AS A PERCENTAGE OF BASE SALARY)
|
Adjusted operating margin, Semiconductor segments(2)
|
|
9.0%
|
|
15.0%
|
|
>130%
|
|
15.0%
|
Divisional free cash - Semiconductor segments(3)
|
|
7.0%
|
|
7.0%
|
|
>100%
|
|
7.0%
|
Variable margin of defined R&D projects(4) | 5.0% | 5.0% |
>100%
|
5.0%
|
||||
Variable margin on Semiconductor segments' sales(5) |
5.0% |
5.0% |
-0.2% |
4.5% |
||||
Defined goals for organic growth - Semiconductor segments(6) | 8.0% | 8.0% |
>100%
|
8.0% | ||||
Personal objectives(7)
|
|
10.0%
|
|
10.0%
|
|
60.0%
|
|
6.0%
|
Total
|
|
44.0%
|
|
50.0%
|
|
|
|
45.5%
|
(1)
|
The percentage at "Target" in this table represents the bonus payable at achievement of 100% of budget / expectation.
|
(2) |
Mr. Tse would not be eligible to receive a bonus if actual performance were less than 85% of budget. If actual adjusted operating margins were between 85% and 100% of budget, applicable bonus increases ratably from 0% to 9% of base salary.
If adjusted operating margins were between 100% and 130% of budget, applicable bonus increases ratably from 9% to 15% of base salary.
|
(3) |
Mr. Tse would not be eligible to receive a bonus if divisional free cash for the Semiconductor segments were less than 70%
of budget. If actual divisional free cash is between 70% and 100% of budget, applicable bonus increases ratably from 0% to 7% of base salary. |
(4) |
For achievement of 0% to 100% of budget, the applicable bonus increases ratably from 0% to 5% of base salary. |
(5) |
For achievement within 2% of applicable variable margin to budgeted variable margin, the applicable bonus increases ratably
from 0% to 5% of base salary. |
(6) |
For achievement of 0% to 100% of expected project completions, the applicable bonus increases ratably from 0% to 8% of base
salary. |
(7) |
Mr. Tse's individual performance goals for 2021 (with related bonus opportunity as a percentage of
base salary in parentheses) included: reducing customer complaints to specified goals (2.0%); achieving specified sales service targets (2.0%); overseeing the qualification process of a new foundry (2.0%); overseeing certain expansion
projects (3.0%); and overseeing certain strategic purchasing initiatives (1.0%).
|
CATEGORY
|
|
TARGET(1)
|
|
MAXIMUM
|
|
RELATIVE ACHIEVEMENT VS. BUDGET/EXPECTATION
|
|
ACHIEVEMENT (AS A PERCENTAGE OF BASE SALARY)
|
Adjusted operating margin, Passive segments(2)
|
|
9.0%
|
|
15.0%
|
|
118.4%
|
|
12.7%
|
Divisional free cash - Passive segments(3)
|
|
7.0%
|
|
7.0%
|
|
94.3%
|
|
5.7%
|
Variable margin of defined R&D projects(4) | 5.0% | 5.0% |
>100%
|
5.0%
|
||||
Variable margin on Passive segments' sales(5) |
5.0% |
5.0% |
-1.7% |
0.8% |
||||
Defined goals for organic growth - Passive segments(6) | 8.0% | 8.0% |
>100%
|
8.0% | ||||
Personal objectives(7)
|
|
10.0%
|
|
10.0%
|
|
80.0%
|
|
8.0%
|
Total
|
|
44.0%
|
|
50.0%
|
|
|
|
40.2%
|
(1)
|
The percentage at "Target" in this table represents the bonus payable at achievement of 100% of budget / expectation.
|
(2) |
Mr. Webster would not be eligible to receive a bonus if actual performance were less than 85% of budget. If actual adjusted operating margins were between 85% and 100% of budget, applicable bonus increases ratably from 0% to 9% of base
salary. If adjusted operating margins were between 100% and 130% of budget, applicable bonus increases ratably from 9% to 15% of base salary.
|
(3) |
Mr. Webster would not be eligible to receive a bonus if divisional free cash for the Passive segments were less than 70% of
budget. If actual divisional free cash is between 70% and 100% of budget, applicable bonus increases ratably from 0% to 7% of base salary. |
(4) |
For achievement of 0% to 100% of budget, the applicable bonus increases ratably from 0% to 5% of base salary. |
(5) |
For achievement within 2% of applicable variable margin to budgeted variable margin, the applicable bonus increases ratably
from 0% to 5% of base salary. |
(6) |
For achievement of 0% to 100% of expected project completions, the applicable bonus increases ratably from 0% to 8% of base
salary. |
(7) |
Mr. Webster’s individual performance goals for 2021 (with related bonus opportunity as a percentage
of base salary in parentheses) included: achieving certain cost reductions (3.0%); reducing customer complaints to specified goals (0.5%); developing an expansion plan for certain divisions (0.5%); developing specifically identified product
strategies (5.0%); and achieving specified sales service targets (1.0%).
|
CATEGORY
|
|
TARGET(1)
|
|
MAXIMUM
|
|
RELATIVE ACHIEVEMENT VS. BUDGET/EXPECTATION
|
|
ACHIEVEMENT (AS A PERCENTAGE OF BASE SALARY)
|
Free cash(2) |
|
10.0%
|
|
10.0%
|
|
>100%
|
|
10.0%
|
Fixed costs(3)
|
|
10.0%
|
|
10.0%
|
|
>100%
|
|
10.0%
|
Personal objectives(4)
|
|
10.0%
|
|
10.0%
|
|
90.0%
|
|
9.0%
|
Total
|
|
30.0%
|
|
30.0%
|
|
|
|
29.0%
|
(1)
|
The percentage at "Target" in this table represents the bonus payable at achievement of 100% of budget / expectation.
|
(2) |
Mr. Randebrock would not be eligible to receive a bonus if actual free cash was under $100 million. If actual free cash were between $100 million and budget, the applicable bonus increases ratably from 0% to
10.0% of base salary.
|
(3) |
For achievement of 97% to 100% of budgeted fixed costs under responsibility, the
applicable bonus increases ratably from 5.0% to 10.0% of base salary.
|
(4) |
Mr.
Randebrock’s individual performance goals for 2021 (with related bonus opportunity as a percentage of base salary in parentheses) included: introducing an HR IT system (2.0%); rolling-out a strategic HR “business partner” program to all
divisions (3.0%); developing a “specialist career” model (2.0%); achieving certain talent retention goals (2.0%); and improving certain aspects of the budgeting process (1.0%).
|
•
|
advanced training fund, 7.5% of base salary
|
•
|
severance fund, 8.33% of base salary
|
•
|
disability insurance, 2.5% of base salary
|
•
|
pension fund, 5% of base salary
|
|
|
|
SALARY
|
STOCK AWARDS
|
|
NON-EQUITY INCENTIVE PLAN COMP.
|
|
CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMP. EARNINGS
|
|
ALL OTHER COMP.
|
|
|
|
||||||||
|
|
|
(1)
|
(2)(3)(4)
|
|
(5)
|
|
(6)(7)(8)
|
|
(9)
|
|
TOTAL
|
|
||||||||
NAME AND PRINCPAL POSITION
|
|
YEAR
|
|
($)
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
|||||||
(a)
|
|
(b)
|
|
(c)
|
(e)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|||||||
Marc Zandman
|
|
2021
|
|
$
|
1,231,008
|
$
|
1,689,011
|
|
$
|
3,372,960
|
|
$
|
1,135,297
|
|
$
|
477,028
|
|
$
|
7,905,304
|
|
|
Executive Chair of the Board,
|
|
2020
|
|
|
1,121,887
|
|
1,224,817
|
|
|
1,340,500
|
|
|
858,944
|
|
|
511,103
|
|
|
5,057,251
|
|
|
Chief Business Development Officer,
|
|
2019
|
|
|
1,051,010
|
|
1,606,030
|
|
|
1,830,950
|
|
|
913,201
|
|
|
487,271
|
|
|
5,888,462
|
|
|
and President - Vishay Israel Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Gerald Paul
|
|
2021
|
|
|
1,304,432
|
|
2,171,288
|
|
|
3,913,296
|
|
|
783,819
|
|
|
215,688
|
|
|
8,388,523
|
|
|
President and Chief Executive Officer
|
|
2020
|
|
|
1,219,556
|
|
1,592,626
|
|
|
1,675,625
|
|
|
624,239
|
|
|
210,768
|
|
|
5,322,814
|
|
|
|
|
2019
|
|
|
1,164,144
|
|
2,230,717
|
|
|
2,288,688
|
|
|
185,738
|
|
|
204,842
|
|
|
6,074,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lori Lipcaman
|
|
2021
|
|
|
546,137
|
|
403,826
|
|
|
546,137
|
|
|
30,676
|
|
|
34,200
|
|
|
1,560,976
|
|
|
Executive Vice President and
|
|
2020
|
|
|
510,600
|
|
248,721
|
|
|
349,149
|
|
|
253,947
|
|
|
30,355
|
|
|
1,392,772
|
|
|
Chief Financial Officer
|
|
2019
|
|
|
487,401
|
|
239,165
|
|
|
370,295
|
|
|
209,758
|
|
|
27,151
|
|
|
1,333,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Johan Vandoorn
|
|
2021
|
|
|
613,361
|
|
323,942
|
|
|
613,361
|
|
|
-
|
|
|
190,715
|
|
|
1,741,379
|
|
|
Executive Vice President and
|
|
2020
|
|
|
573,450
|
|
186,225
|
|
|
380,060
|
|
|
-
|
|
|
177,206
|
|
|
1,316,941
|
|
|
Chief Technical Officer
|
|
2019
|
|
|
547,395
|
|
268,600
|
|
|
389,463
|
|
|
-
|
|
|
155,289
|
|
|
1,360,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clarence Tse
|
2021
|
693,378
|
288,272
|
551,594
|
-
|
155,603 |
1,688,847
|
||||||||||||||
Executive Vice President
|
2020
|
637,806 | 151,152 | 303,673 | - | 147,863 | 1,240,494 | ||||||||||||||
Business Head Semiconductors
|
2019 |
592,385 |
212,056 |
239,476 |
- |
147,406 |
1,191,323 |
||||||||||||||
(1)
|
Column (c) reflects base salary earned during the respective years. The employment agreements for Dr. Paul, Mr. Vandoorn, and Ms. Lipcaman specify that their salaries be denominated and paid in euro. The
employment agreement for Mr. Zandman provides for his salary to be denominated and paid in Israeli shekels. The employment agreement for Mr. Tse specifies for his salary to be denominated and paid in new Taiwan dollars. The amounts presented
have been converted into U.S. dollars at the weighted average exchange rate for the year.
|
(2)
|
Column (e) represents the grant-date fair value of RSUs and PBRSUs granted in the respective years determined in accordance with FASB ASC Topic 718 in the year of grant. The grant-date fair value is based on the
same assumptions described in Note 12 of our consolidated financial statements included in our Form 10-K filed on February 23, 2022, including the consideration of the present value of assumed dividends which are not received by the RSU holder
during the vesting period. The grant-date fair value is recognized for accounting purposes over the period the recipient is required to provide service in exchange for the respective awards. At the grant date, the Company expected all
performance-based vesting criteria to be achieved. Accordingly, the grant-date fair value for the PBRSUs reflects the expectation that the maximum number of units will be earned. The common stock underlying the RSU and PBRSU awards is not
received until the awards are vested (in some cases, subject to satisfaction of performance conditions) and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized.
|
(3) | For financial accounting purposes, the grant-date fair value is determined on the date that the Compensation Committee approves the number of RSUs to be granted under this provision. Accordingly, the value of the grant shown in the Summary Compensation Table will be different than the LTI value. |
(4) | Column (e) also includes the grant-date fair value of 5,000 phantom stock units awarded annually to Mr. Zandman and Dr. Paul pursuant to the terms of their employment agreements. The common stock underlying these awards is not received until termination of employment, and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized. |
(5) | Column (g) reflects non-equity incentive compensation earned by our executive officers during the respective years, translated at the weighted average exchange rate for the year. The incentive compensation for 2021 for Dr. Paul, Ms. Lipcaman, and Mr. Vandoorn was limited by the caps set by the Compensation Committee and included in their respective employment agreements. |
(6) | Column (h) reflects the change in the actuarial present value of the Named Executive Officer's pension and other post-employment benefits under respective defined benefit retirement plans, from the plan measurement date used in preparing the prior year consolidated financial statements to the plan measurement date used in preparing the current year consolidated financial statements, determined using the same interest rate, mortality, and other actuarial assumptions used in our consolidated financial statements as set forth in Note 11 thereof. Messrs. Vandoorn and Tse do not participate in any defined benefit retirement plans. |
(7) | The Company includes in these pension and post-employment benefits certain termination benefits for Dr. Paul and Mr. Zandman which are payable at normal retirement if such executives are employed by the Company at age 62. See "Pension and Retirement Benefits" beginning on page 52. |
(8) | Dr. Paul and Mr. Zandman also receive annual contributions to our non-qualified deferred compensation plan under which amounts deferred are credited with earnings based on the performance of notional investment options available under the plan. No portion of the earnings credited were "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 non-qualified deferred compensation plan. |
(9) | All other compensation includes amounts deposited on behalf of each Named Executive Officer into Vishay's non-qualified deferred compensation plan pursuant to the employment agreements with each Executive Officer, personal use of company car, Company contributions to defined contribution plans outside of the United States, benefits generally available to employees in Israel, medical benefits in excess of normal group or government health insurance in country of residence, additional units of phantom stock granted as a result of dividends declared by the Company, and other perquisites, as described below (asterisk denotes amounts paid in foreign currency and translated at average exchange rates for the year): |
|
2021
|
2020
|
2019
|
|
|||||||||
Marc Zandman
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
Company contribution to non-qualified deferred compensation plan
|
||||||
|
71,666
|
89,512
|
45,650
|
Personal use of Company car*
|
|||||||||
|
179,543
|
194,594
|
246,149
|
Statutory Israeli employment benefits*
|
|||||||||
|
85,543
|
89,920
|
61,963
|
Medical and prescription drug costs
|
|||||||||
|
40,276
|
37,077
|
33,509
|
Phantom stock - dividend equivalents
|
|||||||||
|
$
|
477,028
|
$
|
511,103
|
$
|
487,271
|
Total
|
||||||
|
|
||||||||||||
Dr. Gerald Paul
|
$
|
100,000
|
$
|
100,000
|
$
|
100,000
|
Company contribution to non-qualified deferred compensation plan
|
||||||
|
46,218
|
44,507
|
43,438
|
Personal use of Company car*
|
|||||||||
|
29,194
|
29,184
|
27,895
|
Company-paid medical costs*
|
|||||||||
|
40,276
|
37,077
|
33,509
|
Phantom stock - dividend equivalents
|
|||||||||
|
$
|
215,688
|
$
|
210,768
|
$
|
204,842
|
Total
|
||||||
|
|
||||||||||||
Lori Lipcaman
|
$
|
16,980
|
$
|
14,455
|
$
|
14,212
|
Personal use of Company car*
|
||||||
|
17,220
|
15,900
|
12,939
|
Company-paid medical costs*
|
|||||||||
|
$
|
34,200
|
$
|
30,355
|
$
|
27,151
|
Total
|
||||||
|
|
||||||||||||
Johan Vandoorn
|
$
|
22,142
|
$
|
21,512
|
$
|
8,843
|
Personal use of Company car*
|
||||||
|
164,042
|
151,338
|
142,215
|
Company contribution to defined contribution retirement plan and related life insurance*
|
|||||||||
|
273
|
255
|
199
|
Company-paid medical costs*
|
|||||||||
|
4,258
|
4,101
|
4,032
|
Allowances*
|
|||||||||
|
$
|
190,715
|
$
|
177,206
|
$
|
155,289
|
Total
|
||||||
|
|
||||||||||||
Clarence Tse | $ |
60,286
|
$ | 55,495 | $ | 60,614 |
Personal use of Company car*
|
||||||
57,244
|
55,129 | 59,555 |
Company contribution to defined contribution retirement plan and related life insurance*
|
||||||||||
23,623 | 23,372 | 14,676 |
Company-paid medical costs*
|
||||||||||
10,189
|
9,653 | 9,852 |
Children tuition subsidy* | ||||||||||
- | - | 696 |
Travel expenses* | ||||||||||
4,261 | 4,214 | 2,013 | Accounting services* | ||||||||||
$ |
155,603
|
$ | 147,863 | $ | 147,406 |
Total | |||||||
|
|
|
|
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS
|
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SHARES OF STOCK OR UNITS
|
ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS
|
|
GRANT DATE FAIR VALUE OF STOCK AWARDS
|
|||||||||||
|
|
|
|
(1)
|
(2)
|
(3)
|
|
(4)
|
|||||||||||
|
|
GRANT
|
|
THRESHOLD
|
TARGET
|
|
MAXIMUM
|
THRESHOLD
|
TARGET
|
|
MAXIMUM
|
|
|
|
|
||||
NAME
|
|
DATE
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($)
|
|
Marc Zandman
|
1/1/2021
|
|
-
|
|
1,468,000
|
|
3,693,024
|
|
-
|
|
-
|
|
-
|
|
5,000
|
|
|
104,450
|
|
|
|
2/23/2021
|
|
-
|
|
-
|
|
-
|
|
26,154
|
|
52,308
|
|
52,308
|
|
17,435
|
|
1,584,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Gerald Paul
|
1/1/2021
|
|
-
|
|
1,835,000
|
|
3,913,296
|
|
-
|
|
-
|
|
-
|
|
5,000
|
|
|
104,450
|
|
|
|
2/23/2021
|
|
-
|
|
-
|
|
-
|
|
34,114
|
|
68,228
|
|
68,228
|
|
22,742
|
|
|
2,066,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lori Lipcaman
|
1/1/2021 |
|
-
|
|
384,041
|
|
546,137
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
|
2/23/2021
|
|
-
|
|
-
|
|
-
|
|
4,444
|
|
8,887
|
|
8,887
|
|
8,887
|
|
|
403,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Johan Vandoorn
|
1/1/2021
|
|
-
|
|
453,480
|
|
613,361
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
|
2/23/2021
|
|
-
|
|
-
|
|
-
|
|
3,565
|
|
7,129
|
|
7,129
|
|
7,129
|
|
|
323,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clarence Tse | 1/1/2021 | - |
407,846
|
693,378
|
- | - | - | - | - | ||||||||||
2/23/2021 | - | - | - |
3,172
|
6,344
|
6,344
|
6,344
|
288,272
|
(1)
|
Amounts in these columns represent the threshold, target and maximum bonus levels for each Named Executive Officer. | ||
(2) | Included in this columns are PBRSUs granted pursuant to the respective employment agreements of the Named Executive Officers. The number of PBRSUs shown in the "threshold" column are those that would vest if 70% of the applicable performance criteria are achieved. | ||
(3) |
Included in this column are awards of phantom stock granted to Mr. Zandman and Dr. Paul and annual awards of RSUs granted pursuant to the respective employment agreements of the Named Executive Officers.
|
||
(4) | Amounts in this column include: | ||
•
|
the grant-date fair value of the RSUs (including PBRSUs). The amount is calculated using the closing price of Vishay stock on the date of grant of $23.86 adjusted for the present value of expected dividends. The
common stock underlying these awards is not received until the awards are vested (in some cases, subject to the satisfaction of performance conditions) and accordingly, there can be no assurance that the grant-date fair value of these awards
will ever be realized.
|
•
|
the grant-date fair value of 5,000 phantom stock units awarded annually to certain executive officers pursuant to the terms of their employment agreements. The amount is calculated using the closing price of
Vishay stock on the grant date of $20.89. The common stock underlying these awards is not received until termination of employment, and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be
realized.
|
|
|
|
|
STOCK AWARDS
|
||||||
NAME
|
|
GRANT DATE
(1)(2)
|
|
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
(#)
|
|
MARKET VALUE OF SHARES OF UNITS OF STOCK THAT HAVE NOT VESTED
($)
(3)
|
|
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
(#)
(4)
|
|
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
($)
(3)
|
|
|
|
|
|
|
|
|
|
|
|
Marc Zandman(5)
|
|
2/28/2019
|
|
18,108
|
|
396,022
|
|
54,323
|
|
1,188,044
|
|
|
2/28/2020
|
|
15,890 |
|
347,514
|
|
47,669
|
|
1,042,521
|
2/23/2021 | 17,435 |
381,303 |
52,308 |
1,143,976 |
||||||
Total
|
|
|
|
51,433
|
|
1,124,839
|
|
154,300
|
|
3,374,541
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Gerald Paul(5)
|
|
2/28/2019
|
|
25,562
|
|
559,041 |
|
76,687
|
|
1,677,145 |
|
|
2/28/2020
|
|
21,120
|
|
461,894 |
|
63,361
|
|
1,385,705 |
2/23/2021 | 22,742 |
497,368 |
68,228 |
1,492,146 |
||||||
Total
|
|
|
|
69,424
|
|
1,518,303 |
|
208,276 |
4,554,996 |
|
|
|
|
|
|
|
|
|
|
|
|
Lori Lipcaman(5)
|
|
2/28/2019
|
|
2,854
|
|
62,417 |
|
8,562
|
|
187,251 |
|
|
2/28/2020
|
|
3,537
|
|
77,354 |
|
10,611
|
|
232,063 |
2/23/2021 | 8,887 |
194,359 |
8,887 |
194,359 |
||||||
Total
|
|
|
|
15,278
|
|
334,130 |
|
28,060
|
|
613,673 |
|
|
|
|
|
|
|
|
|
|
|
Johan Vandoorn(5)
|
|
2/28/2019
|
|
3,205
|
|
70,093 |
|
9,616
|
|
210,302 |
|
|
2/28/2020
|
|
2,648
|
|
57,912 |
|
7,945
|
|
173,757 |
2/23/2021 | 7,129 |
155,911 |
7,129 |
155,911 |
||||||
Total
|
|
|
|
12,982 |
283,916 |
24,690 |
|
539,970 |
||
|
|
|
|
|
|
|
|
|
||
Clarence Tse(5) | 2/28/2019 | 2,530 | 55,331 |
7,592 | 166,037 |
|||||
2/28/2020 | 2,149 | 46,999 |
6,449 | 141,040 |
||||||
2/23/2021 |
6,344 |
138,743 |
6,344 |
138,743 |
||||||
Total
|
11,023 |
241,073 |
20,385 |
445,820 |
(1)
|
RSUs granted February 28, 2019 cliff-vested on January 1, 2022.
|
||
(2) |
75% of the RSUs granted in each of 2019 and 2020, include performance-based vesting criteria. In 2021, 75% of the RSUs for Mr. Zandman and Dr. Paul and 50% of the RSUs for Ms. Lipcaman and Messrs. Vandoorn and Tse, include
performance-based vesting criteria. These performance-based RSUs are shown in the column entitled "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested."
|
||
(3) |
Based on the closing price of Vishay common stock on December 31, 2021 of $21.87.
|
||
(4) |
The performance-based RSUs are shown at "maximum". |
||
(5) |
Time-based vesting conditions will be deemed satisfied, and performance-based vesting
conditions will remain in effect, upon the executive's death, disability, termination without cause, resignation with "good reason," or resignation for any reason following the attainment of age 62 (except where cause exists). In the event
of voluntary termination by the executive before age 62 (without "good reason") or termination for cause, the executive's outstanding RSUs (including PBRSUs) will be forfeited. As of December 31, 2021, the following NEOs had attained age 62:
|
||
Dr. Gerald Paul |
|||
Lori Lipcaman |
|||
Johan Vandoorn |
|||
Clarence Tse |
|
|
|
STOCK AWARDS
|
|
|||||
|
|
|
NUMBER OF SHARES ACQUIRED ON VESTING
|
|
|
VALUE REALIZED ON VESTING
|
|
||
NAME
|
|
|
(#)
|
|
|
($)
|
|
||
(a)
|
|
|
(d)
|
|
|
(e)
|
|
||
Marc Zandman
|
|
|
|
60,255
|
|
|
|
1,392,944
|
|
Dr. Gerald Paul
|
|
|
|
81,337
|
|
|
|
1,880,309
|
|
Lori Lipcaman
|
|
|
|
9,081
|
|
|
|
209,931
|
|
Johan Vandoorn
|
|
|
|
10,199
|
|
|
|
235,775
|
|
Clarence Tse |
8,361 |
193,286 |
NAME
(a)
|
|
PLAN NAME
(b)
|
|
NUMBER OF YEARS CREDITED SERVICE
(#)
(c)
|
|
PRESENT VALUE OF ACCUMULATED BENEFIT (1)
($)
(d)
|
|
PAYMENTS DURING LAST FISCAL YEAR
($)
(e)
|
|
Marc Zandman
|
|
Individual contractual post-employment medical arrangement
|
n/a
|
|
727,591
|
|
-
|
|
|
|
Individual contractual termination benefits(3)
|
|
n/a
|
|
8,699,419
|
|
-
|
|
|
Dr. Gerald Paul(2)
|
|
Vishay Europe GmbH Pension Plan and individual contractual arrangement
|
|
n/a
|
|
3,076,190
|
|
-
|
|
|
|
Individual contractual post-employment medical arrangement
|
n/a
|
230,602
|
|
-
|
|
||
|
|
Individual contractual termination benefits(3)
|
|
n/a
|
|
9,467,783
|
|
-
|
|
Lori Lipcaman(2)
|
|
Vishay Europe GmbH Pension Plan
|
|
32
|
|
2,028,242
|
|
-
|
|
(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 11 to Vishay's consolidated financial statements included in our 2021 Annual Report on Form 10-K. | |
(2) | Dr. Paul's and Ms. Lipcaman's benefits are denominated in euro. The U.S. dollar amounts shown in the table is based on the weighted average conversion rate for 2021. | |
(3) | These termination benefits are payable upon normal retirement and accordingly the present value is included in this table. See "Potential Payments Upon Termination or a Change in Control." |
NAME
(a)
|
EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR
($)
(b)
|
|
REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR
(1)
($)
(c)
|
|
AGGREGATE EARNINGS IN LAST FISCAL YEAR
($)
(d)
|
|
AGGREGATE WITHDRAWALS/DISTRIBUTIONS
($)
(e)
|
|
AGGREGATE BALANCE AT LAST FISCAL YEAR END
(2)
($)
(f)
|
|
|||||||||||
Marc Zandman
|
|
|
-
|
|
|
|
100,000
|
|
|
|
601,096
|
|
|
|
-
|
|
|
|
4,275,638
|
|
|
Dr. Gerald Paul
|
|
|
-
|
|
|
|
100,000
|
|
|
|
322
|
|
|
|
-
|
|
|
|
1,924,643
|
|
(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 2021 was "above market" or "preferential." Accordingly, no amounts related to earnings on deferred compensation have been included in the "Summary Compensation Table." | |
(2) |
Of the amount reported, $1,800,000 has been previously reported in the Summary Compensation Tables of prior years' proxy statements for each Mr. Zandman
and Dr. Paul. |
•
|
salary continuation for three years, payable over three years;
|
•
|
5,000 shares of common stock annually for three years. Because these shares are granted after termination of employment, actual shares – rather than phantom stock units – are granted;
|
•
|
bonus for the year of termination;
|
• | payment of any earned but unpaid bonus for the previously completed year; |
•
|
$1,500,000 lump sum cash payment. This payment replaces the annual deferred compensation credits and the annual bonus for the 3-year severance period;
|
•
|
lifetime continuation of executive's life insurance benefit. In lieu of insurance, the Company has assumed this obligation; |
•
|
the immediate vesting of the executive's outstanding RSUs and the outstanding PBRSUs shall vest on their normal vesting date to the extent applicable performance criteria are realized (provided that upon a change in control, the outstanding PBRSUs would immediately vest as if the performance criteria had been satisfied); and |
•
|
continuation of executive's medical benefit for a maximum of three years if the termination occurs before attaining age 62 and lifetime continuation up to an
annual premium value if the termination occurs after attaining age 62. For Dr. Paul, this annual premium value is $15,000. For Mr. Zandman this annual premium value is $50,000 and subject to possible increase as detailed in his employment
agreement, see page 36. |
•
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continuation of base salary for 36 months;
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•
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payment of any earned but unpaid bonus for the previously completed year; and
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•
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payment of a pro-rata bonus for the year of termination, based on that year's actual performance.
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SALARY CONT.
(1)
|
BONUS
(2)
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STOCK GRANTS
(3)(4)
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LUMP SUM TERMINATION PAYMENT
|
PENSION
(5)
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MEDICAL BENEFIT
(6)
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LIFE INSURANCE
BENEFIT
(7)
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NON-QUALIFIED
DEFERRED
COMPENSATION
(8)
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||||||||||||||||||||||||
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|
||||||||||||||||||||||||||
Marc Zandman
|
$
|
3,693,024
|
$
|
3,372,960
|
$
|
4,827,430
|
$
|
1,500,000
|
$
|
-
|
$
|
219,018
|
$
|
1,231,008
|
$ |
4,275,638 |
||||||||||||||||
Dr. Gerald Paul
|
3,913,296
|
3,913,296
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6,401,349
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1,500,000
|
3,076,190
|
230,602
|
1,304,432
|
1,924,643 |
||||||||||||||||||||||||
Lori Lipcaman
|
1,638,411
|
-
|
947,803
|
-
|
1,942,027
|
-
|
-
|
|||||||||||||||||||||||||
Johan Vandoorn
|
1,840,083
|
-
|
823,886
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Clarence Tse |
2,080,134
|
- |
686,893
|
- |
-
|
- | - |
(1)
|
Equals 3 times U.S. dollar value of the 2021 salary. | |
(2) | Consists of non-equity incentive plan compensation for 2021 as reflected in the "Summary Compensation Table." | |
(3) | For Mr. Zandman and Dr. Paul, includes 15,000 shares, multiplied by $21.87, which was the closing price of Vishay's common stock on December 31, 2021. The shares are to be paid out over three years. | |
(4) | Includes the value of RSUs outstanding as of December 31, 2021, including PBRSUs, and assumes all performance criteria will be met. | |
(5) | Present value of accumulated benefit reflected in the "Pension Benefits" table, paid annually until death, exclusive of contractual termination payments for Dr. Paul
(other than retiree medical benefits, which are shown in next column). |
|
(6) |
For Dr. Paul, represents actuarial present value of lifetime retiree medical benefit. For Mr. Zandman, represents three years of post-termination medical
benefits based on 2021 amounts. |
|
(7) | The employment agreements of Mr. Zandman and Dr. Paul provide for a lifetime continuation of their life insurance benefits, with a death benefit equal to
one time final base salary payable to their respective beneficiaries. The Company has decided to self-insure these obligations. The table estimates the value of this life insurance benefit at the 2021 base salaries of Mr. Zandman and Dr. Paul,
respectively, without consideration of the time value of money. |
|
(8) | Aggregate balance at year end as reflected in the "Non-qualified Deferred Compensation" table. |
•
|
a lump sum cash payment equal to all accrued compensation;
|
•
|
all rights he or she is entitled to under the terms of any Vishay retirement plans and benefit plans, including disability insurance; and
|
•
|
payment of a pro-rata bonus for the fiscal year in which notice of termination is given, determined and paid in the same manner and at the same time as such bonus would have been determined and paid in the
absence of such termination.
|
•
|
a lump sum cash payment equal to all accrued compensation;
|
•
|
payment of phantom stock; and
|
•
|
payment of non-qualified deferred compensation.
|
NAME
|
|
UNVESTED TIME-VESTED RSUs
|
|
|
UNVESTED
PBRSUs
|
|
|||
Marc Zandman
|
|
|
51,433
|
|
|
|
154,300
|
|
|
Dr. Gerald Paul
|
|
|
69,424
|
|
|
|
208,276
|
|
|
Lori Lipcaman
|
|
|
15,278
|
|
|
|
28,060
|
|
|
Johan Vandoorn
|
|
|
12,982
|
|
|
|
24,690
|
|
|
Clarence Tse |
11,023
|
20,385
|
NAME
|
PHANTOM STOCK UNITS
|
VALUE
|
|||||||
Marc Zandman
|
105,813
|
$
|
2,314,130
|
||||||
Dr. Gerald Paul
|
105,813
|
$
|
2,314,130
|
NAME
|
2022 BASE SALARY(1)
|
|
Marc Zandman
|
ILS 4,096,583 (approximately $1,270,000)(2)
|
|
Dr. Gerald Paul
|
€1,135,850 (approximately $1,340,000)(3)
|
|
Lori Lipcaman
|
€475,555 (approximately $560,000)(3)
|
|
Johan Vandoorn
|
€534,091 (approximately $630,000)(3)
|
|
David Valletta
|
$582,332
|
|
Joel Smejkal |
$596,190 |
|
Clarence Tse | TWD 20,019,720 (approximately $710,000)(4) | |
Jeff Webster |
ILS 1,689,857 (approximately $520,000)(2) |
|
Andreas Randebrock |
€344,801 (approximately $410,000)(3) |
(1)
|
The amounts shown have been converted into U.S. dollars at the weighted average exchange rate for 2021. | |
(2) | Paid in Israeli shekels. | |
(3) | Paid in euro. | |
(4) | Paid in Taiwan dollars. |
NAME
|
|
TIME-VESTED RSUs(1)
|
|
PBRSUs(2)
|
|
TOTAL
|
Marc Zandman
|
|
18,117
|
|
54,353
|
|
72,470
|
Dr. Gerald Paul
|
|
23,038
|
69,113
|
|
92,151
|
|
Lori Lipcaman
|
|
9,002
|
9,003
|
|
18,005
|
|
Johan Vandoorn
|
|
7,222
|
|
7,222
|
|
14,444
|
David Valletta
|
6,656
|
6,657
|
13,313
|
|||
Joel Smejkal |
6,815 |
6,815 |
13,630 |
|||
Clarence Tse
|
6,531
|
6,531
|
13,062
|
|||
Jeff Webster
|
|
4,783
|
|
4,783
|
|
9,566
|
Andreas Randebrock
|
|
3,730
|
|
3,730
|
|
7,460
|
(1)
|
Vest on January 1, 2025, subject to accelerated vesting upon change in control and certain termination events as further described above. |
|
(2) | Vest at the conclusion of the three-year period if certain defined performance criteria are realized, as determined by the Compensation Committee; subject to
accelerated vesting upon change in control and to waiver of service conditions upon certain termination events, as further described above. |
|
NUMBER OF SHARES OF COMMON STOCK TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
|
WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
|
NUMBER OF SHARES OF COMMON STOK REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SHARES REFLECTED IN THE FIRST COLUMN)
|
||||||||||
Equity compensation plans approved by stockholders (1)
|
|||||||||||||
|
|||||||||||||
2007 Stock Incentive Program (2)
|
|||||||||||||
Restricted Stock Units (3)
|
877,000
|
n/a
|
(2)
|
||||||||||
Phantom Stock Units (4)
|
212,000
|
n/a
|
(2)
|
||||||||||
Total 2007 Stock Incentive Program
|
1,089,000
|
1,975,000
|
|||||||||||
|
|||||||||||||
Total approved by stockholders
|
1,089,000
|
1,975,000
|
|||||||||||
|
|||||||||||||
Equity compensation plans not approved by stockholders
|
-
|
-
|
|||||||||||
Total equity compensation plans
|
1,089,000
|
1,975,000 |
(1)
|
Additional information about these plans is presented in Note 12 to the Company's consolidated financial statements, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. | |
(2) | The 2007 Program provides for the grant of stock options, restricted stock, unrestricted stock, RSUs (including PBRSUs), and phantom stock units. Therefore the shares available for future issuance are presented only in total for the program. | |
(3) |
Each RSU entitles the recipient to receive a share of Vishay common stock. Because these awards have no exercise price, there is no calculation of weighted average exercise price.
|
|
(4) | Each phantom stock unit entitles the recipient to receive a share of Vishay common stock at the individual's termination of employment or any other future date specified in the employment agreement. Because these awards have no exercise price, there is no calculation of the weighted average exercise price. |
The Board of Directors recommends that you vote FOR approval of the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in
the proxy statement.
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•
|
the extent of the related person's interest in the transaction and the materiality of the transaction to the Company;
|
•
|
the benefits to the Company of the transaction;
|
•
|
the availability of other sources of comparable products or services; and
|
•
|
the commercial reasonableness of the transaction. |
•
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FOR ALL the nominees for
election as Class I (terms expiring 2025) directors (see Proposal One);
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•
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FOR the ratification of Ernst & Young as our independent registered public accounting firm (see Proposal Two); and
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•
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FOR the advisory approval of executive compensation (see Proposal Three).
|
•
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Proposal One. The election of four directors to hold office for terms of
three years, or until their successors are duly elected and qualified requires a plurality of the votes of the shares of common stock and Class B common stock, voting together as a single class, present in person or presented by proxy
and voted on the election of directors.
|
• |
Proposal Two. The ratification of the appointment of Ernst & Young LLP as Vishay's
independent registered public accounting firm for the year ending December 31, 2022 requires a majority of the votes of the shares of common stock and Class B common stock, voting together as a single class, present in person or
represented by proxy and voted on the ratification of the appointment of Ernst & Young LLP.
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•
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Proposal Three. The advisory approval of the compensation of the Company's executive officers as disclosed in the "Compensation and Discussion Analysis" section of this proxy statement requires a majority of the votes of the shares of common stock and Class B common stock, voting together as a single class, present in person or represented by proxy and voted on the advisory approval of the compensation of the Company's executive officers. |
•
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If you elected to receive hardcopy proxy materials, please complete, date, and sign the proxy card included in the materials sent to you and return it without delay in the provided envelope, which
requires no additional postage if mailed in the United States.
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•
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If you are enrolled in our electronic proxy materials delivery service and received these proxy materials via the Internet, you will need to follow the procedures for online voting in order to vote your
shares.
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•
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You can vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week, and following the instructions on your proxy card.
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•
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You may also vote during the live webcast of the annual meeting at www.virtualshareholdermeeting.com/VSH2022. |
•
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sign and timely return another proxy card bearing a later date;
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•
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provide written notice of the revocation to Vishay's Corporate Secretary; or
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•
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by voting online during the meeting.
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VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on May 23, 2022 for shares held directly and
by 11:59 P.M. Eastern Time on May 19, 2022 for shares held in a stock brokerage account or by a bank or other nominee. 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.
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VISHAY INTERTECHNOLOGY, INC.
59 MAIDEN LANE
NEW YORK, NY 10038
|
During The Meeting - Go to www.virtualshareholdermeeting.com/VSH2022
You may attend
the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on May 23, 2022 for shares held directly and by 11:59 P.M. Eastern Time on
May 19, 2020 for shares held in a stock brokerage account or by a bank or other nominee. Have your proxy card in hand when you call and then follow the instructions.
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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.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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D69500-P68329
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KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
DETACH AND RETURN THIS PORTION ONLY
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VISHAY INTERTECHNOLOGY, INC.
The Board of Directors recommends that you vote FOR ALL of the following:
|
For
All
|
Withhold
All
|
For All
Except
|
To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
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|||
1.
|
Election of Directors
Nominees for 3-year terms
01) Dr. Gerald Paul
02) Dr. Renee B. Booth
03) Dr. Michiko Kurahashi
04) Timothy V. Talbert
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○
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○
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○
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The Board of Directors recommends you vote FOR the following proposals:
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For
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Against
|
Abstain
|
|||||
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2.
|
To ratify the appointment of Ernst & Young LLP as Vishay's independent registered public accounting firm for the year ending December 31, 2022.
|
○
|
○
|
○
|
|||||
3. |
The advisory approval of the compensation of the Company's executive officers.
|
○
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○
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○
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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Please email your address changes or comments to: Investor@vishay.com
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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.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
|
Date
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VISHAY INTERTECHNOLOGY, INC.
|
|
|
2022 Annual Meeting of Stockholders
|
|
|
The undersigned hereby appoints Marc Zandman, Dr. Gerald Paul, and Lori Lipcaman, 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 Intertechnology, Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Vishay Intertechnology, Inc. to be held virtually at www.virtualshareholdermeeting.com/VSH2022, at 9:00 a.m., U.S.
eastern time, on Tuesday, May 24, 2022, and at any 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:
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This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors'
recommendations.
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PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
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(Continued and to be dated and signed on the other side.)
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