Bel Fuse Inc. Reports Officer, Director, and Compensation Changes

TL;DR

Bel Fuse leadership shake-up: new officers elected, directors appointed, and comp plans updated.

AI Summary

On February 3, 2025, Bel Fuse Inc. reported a current event under Form 8-K. The filing indicates changes related to the departure of directors or certain officers, the election of directors, and the appointment of certain officers, as well as updates to compensatory arrangements for certain officers. It also includes Regulation FD disclosures and financial statements and exhibits.

Why It Matters

This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in key personnel and compensatory arrangements can introduce uncertainty regarding future company strategy and performance.

Key Players & Entities

• Bel Fuse Inc. (company) — Registrant
• February 3, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.10 — hich Registered Class A Common Stock ($0.10 par value) BELFA Nasdaq Global Sele
• $600,000 — q will receive an annual base salary of $600,000, subject to review no less frequently t
• $1,600,000 — target annual variable compensation of $1,600,000 (which is subject to upward adjustment
• $1,200,000 — n annual Long-Term Performance Award of $1,200,000, payable in cash and/or equity (includi
• $15,000 — e an annual transportation allowance of $15,000 and reimbursement for up to $10,000 in
• $10,000 — of $15,000 and reimbursement for up to $10,000 in legal fees related to the negotiatio
• $1,500,000 — ber of Class B Shares having a value of $1,500,000, determined based on the closing price
• $25,000 — thirty-six (36) months, and (vi) up to $25,000 worth of outplacement services through
• $1.5 m — rmance incentive award for 2024 will be $1.5 million, payable 50% in cash and 50% in e
• $900,000 — get performance incentive award will be $900,000 (that is, 150% of his current annual ba
• $510,000 — l pay Mr. Bernstein, as transition pay, $510,000, which amount will be paid ratably in a
• $40,000 — be paid an annual cash retainer fee of $40,000, and thereafter he will receive the the
• $50,000 — will receive an annual Chair premium of $50,000 payable in the same manner as Board ret
• $70,000 — d annual equity retainer fee (currently $70,000), issued on or as soon as administrativ

Filing Documents

• belfb20250128_8k.htm (8-K) — 63KB
• ex_774992.htm (EX-10.1) — 146KB
• ex_774993.htm (EX-10.2) — 51KB
• ex_774994.htm (EX-10.3) — 26KB
• ex_774995.htm (EX-99.1) — 11KB
• image00001.jpg (GRAPHIC) — 9KB
• logo.jpg (GRAPHIC) — 6KB
• 0001437749-25-003119.txt ( ) — 523KB
• belfb-20250203.xsd (EX-101.SCH) — 4KB
• belfb-20250203_def.xml (EX-101.DEF) — 13KB
• belfb-20250203_lab.xml (EX-101.LAB) — 17KB
• belfb-20250203_pre.xml (EX-101.PRE) — 13KB
• belfb20250128_8k_htm.xml (XML) — 5KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 3, 2025, the Company issued a press release regarding Mr. Bernstein's decision to step down from his position as the Company's President and CEO, and Mr. Tuweiq's appointment as the Company's successor CEO, in each case effective immediately following the 2025 Annual Meeting. The press release also addressed Mr. Bernstein's appointment as Non-Executive Chairman of the Board, expected to commence on the date of the 2025 Annual Meeting, and the Board's approval of the expansion of the Board to ten directors and appointment of Mr. Tuweiq to the Board, effective the date of the 2025 Annual Meeting. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amended and Restated Employment Agreement, dated as of February 3, 2025, by and between Bel Fuse Inc. and Farouq Tuweiq. 10.2 Letter Agreement Regarding Transition Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein. 10.3 Letter Agreement Regarding Non-Executive Chairman Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein. 99.1 Press Release issued by Bel Fuse Inc., dated February 3, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 7, 2025 BEL FUSE INC. (Registrant) By: /s/Daniel Bernstein Daniel Bernstein President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 10.1 Amended and Restated Employment Agreement, dated as of February 3, 2025, by and between Bel Fuse Inc. and Farouq Tuweiq. 10.2 Letter Agreement Regarding Transition Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein. 10.3 Letter Agreement Regarding Non-Executive Chairman Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein. 99.1 Press Release issued by Bel Fuse Inc., dated February 3, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

View Full Filing

View this 8-K filing on SEC EDGAR