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SECTION
Summary		1
	Meeting Information	1
	Voting Matters	1
	Director Nominees	1
	Ratification of Appointment of Independent Registered Public Accounting Firm	2
	Executive Compensation Advisory Vote	2
	Corporate Governance Best Practices	3
Directors		4
	Board Demographics	5
	Class II Director - Nominee for Term Expiring 2026	6
	Class III Directors - Nominees for Terms Expiring 2027	6
	Class I Directors - Terms Expiring 2025	7
	Class II Directors - Terms Expiring 2026	8
	Other Information Concerning Directors	8
Director Compensation		9
Director Stock Ownership Guidelines		11
Governance of the Company		12
	What is corporate governance?	12
	Where can I find more information about the corporate governance practices of Vishay?	12
	What is the composition of our Board of Directors?	13
	How does the Board determine which directors are considered independent?	13
	How often did the Board meet during 2023?	13
	What is the role of the Board's Committees and what is their composition?	14
	What is the Board's leadership structure?	15
	What is the Board's role in risk oversight?	16
	How does the Board select nominees for the Board?	16
	What qualifications must a director have?	17
	Can I recommend a nominee for director?	17
	How do stockholders and others communicate with the Board?	18
Proposal One – Election of Directors		19
Report of the Audit Committee		20
Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm		22
Security Ownership of Certain Beneficial Owners and Management		23
	Section 16(a) Beneficial Ownership Reporting Compliance	25
	Compensation Committee Interlocks and Insider Participation	25
	Restrictions on Hedging and Pledging	25
Executive Compensation		26
	Information Concerning Executive Officers	26
	Compensation Discussion and Analysis	27
Report of the Compensation Committee		40

	Executive Committee(1)	Audit Committee	Nominating and Corporate Governance Committee	Compensation Committee	Equity Award Committee(2)
Number of Meetings during 2023	1	7	5	7	1

			2023				2022
	Audit fees		$	5,200,000			$	5,200,000
	Audit-related fees			400,000				200,000
	Tax fees			600,000				600,000
	All other fees			1,100,000				100,000
	Total fees		$	7,300,000			$	6,100,000

		COMMON STOCK								CLASS B COMMON STOCK
NAME		SHARES OF STOCK				PERCENT OF CLASS				SHARES OF STOCK			PERCENT OF CLASS				VOTING POWER
Directors and Named Executive Officers
Marc Zandman			-				*				8,618,334	(2)		71.2	%			35.0	%
Dr. Renee B. Booth			-				*				-			-				*
Michael J. Cody			30,215				*				-			-				*
Dr. Michiko Kurahashi			-				*				-			-				*
Lori Lipcaman			80,204				*				-			-				*
Dr. Abraham Ludomirski			44,738				*				-			-				*
John Malvisi			-				*				-			-				*
Roy Shoshani			6,813				*				-			-				*
Ziv Shoshani			50,334				*				8,616,834	(3)		71.2	%			35.0	%
Joel Smejkal			32,904				*				-			-				*
Timothy V. Talbert			76,388				*				-			-				*
Jeffrey H. Vanneste			16,342				*				-			-				*
Jeff Webster			14,414				*				-			-				*
Ruta Zandman			54,423				*				10,849,383	(1)		89.7	%			44.0	%
Raanan Zilberman			16,441				*				-			-				*
All Directors and Executive Officers as a group (16 Persons)(4)(5)			346,544				*				10,850,883			89.7	%			44.2	%
5% Stockholders
Eugenia Ames(7)			-				*				2,232,549			18.5	%			*	(6)
Deborah S. Larkin(8)			-				*				706,755			5.8	%			2.9	%
BlackRock, Inc.(9)			15,737,228				12.5	%			-			-				6.4	%
Dimensional Fund Advisors, LP(10)			9,430,797				7.5	%			-			-				3.8	%
Norges Bank(11)			11,189,830				8.9	%										4.5	%
The Vanguard Group, Inc.(12)			14,204,857				11.3	%			-			-				5.8	%

(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 executive officers is: c/o Vishay Intertechnology, Inc., 63 Lancaster Avenue, Malvern, PA 19355.
(5)	Total for All Directors and Executive Officers as a group excludes Ms. Lori Lipcaman, who was no longer an executive officer as of the record date, and includes executive officers who are not Named Executive Officers.
(6)	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.
(7)	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.
(8)	The business address for Deborah S. Larkin is World Financial, 270 Madison Avenue, Suite 1503, New York, NY 10016, c/o Mr. Bruce Auerbach.
(9)	Based on information provided in a Schedule 13G/A filed on January 23, 2024, 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 15,639,154 shares of common stock; and sole power to dispose or direct the disposition with respect to 15,737,228 shares. BlackRock, Inc. is located at 55 East 52nd Street, New York, New York 10055.
(10)	Based on information provided in a Schedule 13G/A filed on February 9, 2024, 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 9,295,854 shares of common stock; and sole power to dispose or direct the disposition with respect to 9,430,797 shares. Dimensional Funds Advisors, LP is located at 6300 Bee Cave Road, Building One, Austin, Texas 78746.
(11)	Based on information provided in a Schedule 13G filed on February 14, 2024, by Norges Bank.  According to the Schedule 13G, Norges Bank may be deemed to have sole power to vote or direct the vote with respect to 10,942,130 shares of common stock; sole power to dispose or direct the disposition with respect to 10,942,130 shares; and shared power to dispose or direct the disposition with respect to 247,700 shares. Norges Bank is located at Bankplassen 2, PO Box 1179, Sentrum, NO 0107 Oslo, Norway.
(12)	Based on information provided in a Schedule 13G/A filed on February 13, 2024, 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 128,440 shares of common stock; sole power to dispose or direct the disposition with respect to 13,938,399 shares; and shared power to dispose or direct the disposition with respect to 266,458 shares. The Vanguard Group, Inc. is located at 100 Vanguard Blvd., Malvern, PA 19355.

NAME		AGE		POSITION
Marc Zandman(1)		62		Executive Chairman of the Board, Chief Business Development Officer, President – Vishay Israel Ltd.
Joel Smejkal(1)		57		Chief Executive Officer, President and Director
Jeff Webster		53		Executive Vice President and Chief Operating Officer
Lori Lipcaman(2)		66		Former Executive Vice President and Chief Financial Officer
Roy Shoshani		50		Executive Vice President - Chief Technical Officer

(1)	Biography is provided with the Directors' biographies under the heading "Directors".
(2)	Ms. Lipcaman stepped down from her position as Executive Vice President and Chief Financial Officer effective February 29, 2024.

•	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 Named 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 or rTSR metrics over a three-year period.

(1)	Column (c) reflects base salary earned during the respective years.  The employment agreement for Ms. Lipcaman specifies that her salary be denominated and paid in euro.  The employment agreements for Messrs. Zandman and Webster provide for their salaries to be denominated and paid in Israeli shekels.  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 16, 2024, 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 dates of the 2021 and 2022 awards, the Company expected all performance-based vesting criteria to be achieved.  Accordingly, the grant-date fair value for these 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. For RSUs with market conditions (first granted in 2023), the Company estimates the grant date fair value using a Monte Carlo simulation valuation model and recognizes the expense for the awards over the period in which the condition is assessed regardless of whether the market condition is ultimately achieved.
(3)	Column (e) also includes the grant-date fair value of 5,000 phantom stock units awarded annually to Mr. Zandman pursuant to the terms of his employment agreement.  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.
(4)	Column (g) reflects non-equity incentive compensation earned by our Named Executive Officers during the respective years, translated at the weighted average exchange rate for the year.
(5)	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.  No amounts are presented for 2023 for Mr. Zandman because changes in actuarial assumptions and exchange rate impacts resulted in a decrease in the net present value of such benefits by $409,099.
(6)	The Company includes in these pension and post-employment benefits certain termination benefits for 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 47.
(7)	Mr. Zandman also receives 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.

(1)

Amounts in these columns represent the threshold, target and maximum bonus levels for each Named Executive Officer. There is no threshold for Mr. Zandman applicable to estimated future payouts of the Company's non-equity incentive plan awards.

(2)

Included in these columns are market-condition PBRSUs granted pursuant to the respective employment agreements of the Named Executive Officers. The market-condition PBRSUs will be earned based on relative Total Stockholder Return ("rTSR"), Vishay's total stockholder return relative to returns on the S&P MidCap 400 Index. The 2023 PBRSUs are measured over a 3-year period ending December 31, 2025. The maximum number of units that can be earned is 200% of target, if the rTSR exceeds 140%. Such awards are subject to accelerated vesting upon certain termination events as described above.

20% or more below the S&P MidCap 400 Index

0%

Between 0% and 20% below the S&P MidCap 400 Index

50.00% to 99.99%

Equal to the S&P MidCap 400 Index

100%

Between 0% and 40% above the S&P MidCap 400 Index

100.01% to 199.99%

40% or more above the S&P MidCap 400 Index

200%

(3)

Included in this column are awards of phantom stock granted to Mr. Zandman and awards of RSUs granted to Named Executive Officers.

(4)

Amounts in this column include:

•	the grant-date fair value of the time-vested RSUs.  The amount is calculated using the closing price of Vishay stock on the date of grant of $21.59 adjusted for the present value of expected dividends.  The common stock underlying these awards is not received until the awards are vested 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 the market-condition PBRSUs. The amount is calculated using a Monte Carlo valuation model and using the average closing price of Vishay stock for twenty days prior to year end. The grant-date fair value of the market-condition PBRSUs was determined to be $26.36.
•	the grant-date fair value of 5,000 phantom stock units.  The amount is calculated using the closing price of Vishay stock on the grant date of $21.48.  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.

(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 2023 Annual Report on Form 10-K.
(2)	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 2023.
(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" and "Payments Upon Termination."

(1)	Equals 3 times U.S. dollar value of the 2023 salary.
(2)	Consists of non-equity incentive plan compensation for 2023 as reflected in the "Summary Compensation Table."
(3)	For Mr. Zandman, includes 15,000 shares, multiplied by $23.97, which was the closing price of Vishay's common stock on December 31, 2023.  The shares are to be paid out over three years.
(4)	Includes the value of RSUs outstanding as of December 31, 2023, including PBRSUs. The performance-based RSUs granted in 2021 and 2022 are shown at "maximum". The market-based awards RSUs granted in 2023 are shown at "target".
(5)	Present value of accumulated benefit reflected in the "Pension Benefits" table, paid annually until death, exclusive of contractual termination payments and retiree medical benefits, which are shown in next column.
(6)	Present value of accumulated retiree medical benefits reflected in the "Pension Benefits" table.
(7)	The employment agreement of Mr. Zandman provides for a lifetime continuation of his life insurance benefits, with a death benefit equal to one time final base salary payable to his respective beneficiaries.  The Company has decided to self-insure this obligation.  The table estimates the value of this life insurance benefit at the 2023 base salary of Mr. Zandman, without consideration of the time value of money.
(8)	Aggregate balance at year end as reflected in the "Non-qualified Deferred Compensation" table.