XML 14 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE
 

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

 

The use of the term “compensation actually paid” (CAP) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table (SCT) reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, for our CEO and the average compensation actually paid to our non-CEO NEOs, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year. For 2024, these amounts were determined using the adjustments as described in the footnotes to the following table.

 

   

 

    

 

    

 

    

 

    

Value of Initial Fixed

$100 Investment Based

On:

    

 

    

Company

Selected

Measure

  

Year(1)

    

SCT Total Compensation

for CEO

($)

      

Compensation

Actually Paid to

CEO(5)

($)

      

Average SCT

Total Compensation to Non-CEO

NEOs

($)

      

Average

Compensation

Actually Paid

to Non-CEO

NEOs

($)

    

Cumulative

TSR(2)

    

Peer Group Cumulative TSR(2)

      

Net Income

(thousands)

($)

    

Revenue
(thousands)

($)

  

2024

   $

2,012,189

     $

2,403,369

     $

817,026

     $

1,130,212

     $

574.48

     $

128.84

     $

49,192

     $

534,792

  

2023

   $

1,708,986

     $

1,909,317

     $

1,015,217

     $

1,416,031

     $

463.18

     $

76.87

     $

73,831

     $

639,813

  

2022

   $

825,075

     $

1,098,573

     $

784,722

     $

873,491

     $

226.84

     $

43.20

     $

52,689

     $

654,233

  

2021

   $

873,612

     $

892,574

     $

556,990

     $

566,911

     $

87.67

     $

88.24

     $

24,821

     $

543,494

  

 

 

1.

The other NEOs (besides our CEO, Mr. Bernstein) were Messrs. Tuweiq and Bittner (all years), Messrs. Dawson and Lai (2024 only), Mr. Ackerman (2023, 2022 and 2021 only), Ms. Kozlovsky (2023 only), Mr. Cheung (2022 and 2021 only) and Mr. Brosious (2021 only).
 

2.

CAP reflects the “Total” compensation reported in the SCT for the applicable year, adjusted as set forth in the tables below for our CEO and for our non-CEO NEOs, respectively.
 

3.

Total shareholder returns ("TSRs") are based on an initial $100 investment, measured on a cumulative basis over 1, 2, 3, & 4 year performance periods. Bel Fuse's TSR reflects class B shares only. The Peer Group comprises of Nasdaq-listed stocks (SIC 3670-3679 US + Foreign) in Electronic Components & Accessories. We use this Peer Group in the stock performance graph included in our Annual Report on Form 10-K.
 

4.

“Net income” is equivalent to “Net earnings” as reported in the Company’s financial statements.
 

5.

The following table describes the adjustments, each of which is required by Item 402(v), to calculate the CAP Amounts shown in the table above:
     
PEO Total Compensation Amount $ 2,012,189 $ 1,708,986 $ 825,075 $ 873,612
PEO Actually Paid Compensation Amount $ 2,403,369 1,909,317 1,098,573 892,574
Adjustment To PEO Compensation, Footnote
   

2024

  
   

CEO

    

Average of

Non-CEO NEOs

  

Summary Compensation Table

   $

2,012,189

     $

817,026

  

Less: The amount shown as Stock Awards in the SCT

    

(611,895

 )    

(280,205

 )

Plus: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year

    

906,007

      

414,888

  

Plus (Minus) Year-Over-Year Change in Fair Value of Unvested Equity Awards Granted in Prior Years

    

94,200

      

147,188

  

Plus: Fair Value of Equity Awards Granted and Vested in the Year

    

-

      

-

  

Plus (Minus): Year-Over-Year Change in Fair Market Value of Awards Granted in Prior Years that Vested in the Year

    

23,355

      

16,670

  

Minus: Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year

    

-

      

-

  

Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included

    

-

      

-

  

Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans

    

(20,487

 )    

-

  

Plus: Aggregate Service Cost and Prior Service Costs for Pension Plans

    

-

      

14,645

  

Compensation Actually Paid (as calculated)

   $

2,403,369

     $

1,130,212

  

 

 

      
Non-PEO NEO Average Total Compensation Amount $ 817,026 1,015,217 784,722 556,990
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,130,212 1,416,031 873,491 566,911
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Total Shareholder Return

 

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

 

chart4.jpg

 

      
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

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

 

chart5.jpg

 

 

      
Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Revenue

Revenue is a component of the Compensation Committee’s assessment of financial performance, driving annual and long-term pay outcomes going forward. As a result, CAP for our CEO and Other NEOs is influenced by Revenue, as demonstrated by the following graph:


 

g01.jpg
 

 

      
Tabular List, Table

Financial Performance Measures

We did not use any GAAP-derived financial performance measures outside of Net Income in 2021 to link CAP to Named Executive Officers during such fiscal year to our performance. The following table lists the two financial performance measures that, in the Company’s assessment, represent the most important performance measures used to link CAP for our NEOs to Company performance in 2022, 2023, and 2024:

 

Revenue

Adjusted EBITDA*

 

*Adjusted EBITDA is a non-GAAP financial measure. For additional information regarding derivation, utilization and application of this measure in connection with our Incentive Compensation Program for 2024, please see the Compensation Discussion & Analysis section above.

 

      
Total Shareholder Return Amount $ 574.48 463.18 226.84 87.67
Peer Group Total Shareholder Return Amount 128.84 76.87 43.2 88.24
Net Income (Loss) $ 49,192,000 $ 73,831,000 $ 52,689,000 $ 24,821,000
Company Selected Measure Amount 534,792,000 639,813,000 654,233,000 543,494,000
Measure:: 1        
Pay vs Performance Disclosure        
Name Revenue      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBITDA*      
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (20,487)      
PEO | Aggregate Pension Adjustments Service Cost        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (611,895)      
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 906,007      
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 94,200      
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 23,355      
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Aggregate Pension Adjustments Service Cost        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 14,645      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (280,205)      
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 414,888      
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 147,188      
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 16,670      
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0