BEL FUSE INC /NJ
For the period ended May 26, 2026. Filed Apr 10, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 26, 2026 · Filed Apr 10, 2026
Contents
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 2025, these amounts were determined using the adjustments as described in the footnotes to the following table.
| Value of Initial Fixed $100 Investment Based On: · Company Selected Measure | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year(1) · SCT Total Compensation for CEO: Mr. Tuweiq ($) · Compensation Actually Paid to CEO: Mr. Tuweiq(5) ($) · SCT Total Compensation for Former CEO: Mr. Bernstein ($) · 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) ($) · Net Income (in 000s) ($) · Revenue (in 000s) ($) | |||||||||||||||||
| 2025 | 4,909,182 | 12,008,851 | 1,596,275 | 3,512,917 | 1,155,115 | 2,335,659 | 1,185.25 | 395.09 | 74,111 | 675,455 | |||||||
| 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. Tuweiq and former CEO, Mr. Bernstein) were Mr. Bittner (all years), Mr. Tuweiq (2021-2024), Mr. Lai (2025 and 2024 only), Mr. Berry (2025 only), Mr. Dawson (2024 only), Ms. Hutkin (2025 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 $100 investment, measured on a cumulative basis over 1, 2, 3, 4 & 5 year performance periods. Bel Fuse's TSR reflects class B shares only. The Peer Group comprises of Nasdaq-listed stocks (SIC 3670-3679 US + Foreign) in Electronic Components & Accessories. We use this Peer Group in the stock performance graph included in our Annual Report on Form 10-K. |
| 4. | “Net income” is equivalent to “Net earnings” as reported in the Company’s financial statements. |
| 5. | The following table describes the adjustments, each of which is required by Item 402(v), to calculate the CAP Amounts shown in the table above: |
| 2025 | |||
|---|---|---|---|
| CEO Mr. Tuweiq ($) | Former CEO Mr. Bernstein ($) | Average of Non-CEO NEOs ($) | |
| Summary Compensation Table | 4,909,182 | 1,596,275 | 1,155,115 |
| Less: The amount shown as Stock Awards in the SCT | (3,299,751) | (690,718) | (477,328) |
| Plus: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 8,663,354 | 1,535,693 | 1,099,630 |
| Plus (Minus) Year-Over-Year Change in Fair Value of Unvested Equity Awards Granted in Prior Years | 1,434,669 | 898,782 | 350,258 |
| 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 | 301,397 | 172,885 | 89,716 |
| 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 | - | - | - |
| Plus: Aggregate Service Cost and Prior Service Costs for Pension Plans | - | - | 118,268 |
| Compensation Actually Paid (as calculated) | 12,008,851 | 3,512,917 | 2,335,659 |
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 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 the covered years:
Revenue
Adjusted EBITDA*
Adjusted EBITDA Margin*
*Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. For additional information regarding derivation, utilization and application of this measure in connection with our Incentive Compensation Program for 2025, please see the Compensation Discussion & Analysis section above.
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:
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