🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. Think of it as a detailed "voter's guide" for shareholders. Bel Fuse Inc. is required to send this document ahead of its Annual Meeting of Shareholders on May 26, 2026. It outlines the issues shareholders will vote on, provides background information, and asks for their "proxy" (their vote) on key decisions.

👉 In simple terms: The company is saying, "Here's what we did, here's what we need you to decide, and here's how you can vote even if you can't attend the virtual meeting."

🏢 What The Company Does

Bel Fuse Inc. designs and manufactures electronic components and power solutions. You'll find their products in everything from data centers and electric vehicles to networking gear and industrial equipment.

👉 In simple terms: They make the essential "building blocks" and power systems that help other companies' electronics run. They operate globally and compete in the high-tech electronic components industry.

🚀 Key Moves & Proposals

This filing is all about upcoming decisions. Here are the five main items shareholders will vote on:

1. Electing Directors (Proposal 1): Shareholders will vote to elect Dr. Rita Smith and Jacqueline Brito to the Board for 3-year terms. The Board recommends a "FOR" vote.

2. Approving the Auditor (Proposal 2): Ratify the selection of Deloitte & Touche LLP as the independent accounting firm for 2026. The Board recommends a "FOR" vote.

3. Advisory Vote on Pay (Proposal 3): A non-binding "say-on-pay" vote to approve executive compensation. The Board recommends a "FOR" vote.

4. New Equity Plan (Proposal 4): This is a major item. Shareholders are asked to approve the Bel Fuse Inc. 2026 Equity Compensation Plan. This new plan will replace the old one and govern how the company grants stock options and awards to attract and retain talent. The Board recommends a "FOR" vote.

5. Shareholder Proposal (Proposal 5): A proposal from a shareholder, if properly presented at the meeting. The Board recommends an "AGAINST" vote on this proposal.

👥 Board & Governance

The Board of Directors provides oversight. Here’s the structure:

Board Composition: The Board is divided into three classes with staggered terms. Currently, it has nine directors.
Key Committees:
- Audit Committee (chaired by Eric Nowling)
- Compensation Committee (chaired by Mark Segall)
- Nominating and ESG Committee (chaired by Jacqueline Brito)
Leadership Change: Daniel Bernstein, the former long-time CEO, is now the Non-Executive Chairman. Farouq Tuweiq became the President and CEO in May 2025.
Independence: The Board states that all non-employee directors are "independent," meaning they don't have material relationships with the company beyond their board role.
Key Policies: They highlight policies against hedging/pledging company stock, an executive compensation clawback policy, and a whistleblower hotline.

💼 Executive Compensation (The Details)

The "Compensation Discussion & Analysis" (CD&A) section explains how the top executives are paid.

Philosophy: Pay is designed to align with company performance and shareholder interests. The mix includes base salary, annual cash bonuses, and long-term equity awards (stocks/options).
Performance Links: A significant portion of pay, especially bonuses and equity, is tied to meeting financial goals like Revenue and Operating Income.
CEO Pay: For the fiscal year ended December 31, 2025, the total compensation for:
- Farouq Tuweiq (CEO): $1,840,149
- Lynn Hutkin (Former CEO): $1,357,207
- Daniel Bernstein (Former CEO, now Chairman): $865,117
New Plan (2026 Equity Plan): The proposed new plan has a total share pool of 750,000 shares. This is the "pie" of company stock available for future grants to employees and directors. It's designed to be flexible for attracting and retaining talent in a competitive market.

⚖️ Big Picture: Strengths & Risks

👍 Strengths (as highlighted by the Board):

Experienced leadership team with deep industry knowledge.
Recent Board refreshment bringing in new skills in human capital and healthcare consulting.
Clear governance policies and a commitment to shareholder engagement.
A compensation structure that ties pay to company performance.

⚠️ Risks & Considerations:

Industry Competition: Operating in the fast-paced, cyclical electronic components industry.
Governance Transition: The shift from the long-serving founder-CEO (Daniel Bernstein) to a new CEO (Farouq Tuweiq) is a key transition.
Proposal 5: The presence of a shareholder proposal indicates some investors may have concerns the Board does not share.
Market Conditions: Company performance, and thus executive pay and stock value, is heavily influenced by broader economic and supply chain conditions.

🔮 What's Next

Shareholders will vote at the virtual annual meeting on May 26, 2026. The company will report the results in a Form 8-K filing shortly after. Key upcoming dates:

Record Date (for voting): March 31, 2026
Virtual Meeting: May 26, 2026 at 11:00 a.m. ET
Vote Deadline: May 25, 2026 (if voting online or by mail before the meeting)

🧠 The Analogy

This Proxy Statement is like the agenda and candidate bios for a school board election. The school district (the company) is asking parents (shareholders) to:

Vote for two school board members (directors).
Approve the district's auditor.
Give a non-binding thumbs-up on the principal's pay package.
Decide if the school should get a new budget line for teacher bonuses (the equity plan).
Consider a specific request from a parent group (the shareholder proposal).

You get all the background info to make an informed vote, even if you can't attend the meeting in person (or in this case, join the online webinar).

🧩 Final Takeaway

This document is about shareholder democracy and governance. The most consequential item is likely Proposal 4, the new 2026 Equity Compensation Plan, which is critical for the company's ability to incentivize its team. The meeting also formalizes the new leadership era under CEO Farouq Tuweiq. Your vote, as a shareholder, directly influences the company's direction and leadership.

Bel Fuse Sets Annual Meeting to Vote on New Equity Plan