Daniel Bernstein
About Daniel Bernstein
Daniel Bernstein (age 71) has served as a Director of Bel Fuse Inc. since 1986, President since June 1992, and Chief Executive Officer since May 2001; subject to his reelection, he will transition to Non-Executive Chairman of the Board effective on the date of the 2025 Annual Meeting (May 27, 2025). He holds an MBA from Baruch College and is currently a member of the Board’s Executive Committee; the Board has determined he is not an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Bel Fuse Inc. | Chief Executive Officer | May 2001 – May 27, 2025 (Annual Meeting); stepping down thereafter | Led the Company during one of the most successful years (2024) with record gross margin, strong stock appreciation, and completion of largest acquisition (Enercon) . |
| Bel Fuse Inc. | President | June 1992 – May 27, 2025 | Multi-decade leadership across operations and strategy . |
| Bel Fuse Inc. | Vice President; Treasurer | VP: 1985–1992; Treasurer: 1986–1992 | Built operational and financial foundation prior to CEO tenure . |
| Bel Fuse Inc. | Director | Since 1986 | Executive Committee member; Board meets quarterly; each Director attended ≥75% of Board/committee meetings in 2024 . |
External Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Cinch Connectors, Inc. (subsidiary) | Director | Current | Governance role within group subsidiaries . |
| Bel Transformer Inc. (subsidiary) | Director | Current | Governance role within group subsidiaries . |
| Bel Power Inc. (subsidiary) | Director | Current | Governance role within group subsidiaries . |
| Bel Stewart GmbH (subsidiary) | Director | Current | Governance role within group subsidiaries . |
No other public company directorships disclosed .
Board Governance
- Independence: Not independent; non-employee directors are independent; Audit, Compensation, and Nominating & ESG committees comprise only independent directors .
- Current committee: Executive Committee (with V. Vellucci and T. Dooley) .
- Attendance and activity: Board met 6 times in 2024; Audit met 9; Nominating & ESG met 6; Compensation met 20; each Director attended ≥75% of meetings .
- Lead Independent Director: Peter Gilbert; after Bernstein’s transition to Non-Executive Chairman, Gilbert will convene and chair executive sessions limited to independent directors and liaise with CEO .
- Executive sessions: Independent directors meet regularly in executive session .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| CEO Base Salary | $600,000 | 2024 | As CEO prior to transition . |
| Non-Executive Director Retainer | $40,000 cash (first year of Term) | Commencing May 27, 2025 | Paid quarterly; thereafter, prevailing Board retainer applies . |
| Chair Premium (Non-Executive Chairman) | $50,000 cash annually | Commencing May 27, 2025 | Paid quarterly . |
| Annual Equity Retainer (Non-Executive Chairman) | Greater of 1,000 Class B shares or shares equal to prevailing Board annual equity retainer (currently $70,000) | Issued on/after Effective Date and annually | Subject to director equity vesting terms . |
| Director Fee Schedule (non-employee directors) | $40,000 annual retainer; committee quarterly fees (Audit member $3,000; Audit Chair $3,750; Nominating & ESG member $2,500; Chair $1,875; Compensation member $2,000; Chair $1,875; Executive Committee $2,000) | 2024 | For context; executive directors did not receive director fees in 2024 . |
Performance Compensation
| Item | Metric/Structure | Amount/Outcome | Timing/Vesting |
|---|---|---|---|
| 2024 CEO Performance Incentive | Company disclosed 2024 incentive structure; adjusted net revenue growth and adjusted EBITDA growth (non-GAAP); committee applied holistic adjustments due to strong performance and plan deficiencies | $1,500,000 (50% cash; 50% equity) | Cash paid; equity reflected in 2024/2025 grants; e.g., 3/15/2024 grant: 10,958 Class B shares, grant-date fair value $611,895; vesting through 2027 . |
| 2025 CEO Incentive (during Employment Period) | Target $900,000 (150% of base), prorated for Jan 1–Jun 30, 2025; achievement tied to then-current CEO’s percentage outcome; 50% cash / 50% Class B shares | Target determination and payout by Mar 15, 2026 | Per Transition Agreement . |
| 2025+ Program Changes (context) | Measures: target net revenue (dollars) and Adjusted EBITDA Margin (% of net sales); payouts in cash + RSAs; introduction of PSUs with 3-year vest tied to TSR or other goals | Program-wide changes adopted | Applies to executives; informs alignment trends . |
Key Performance Metrics Used in 2024
| Metric | Definition | Use |
|---|---|---|
| Adjusted Net Revenue | Net sales excluding expedite fee revenue and royalty income | Company/business unit performance axis . |
| Adjusted EBITDA | Net earnings adjusted for interest, taxes, D&A; further excludes expedite fee revenue and royalty income | Company/business unit performance axis . |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Cinch Connectors, Inc.; Bel Transformer Inc.; Bel Power Inc.; Bel Stewart GmbH | Subsidiaries | Director | Internal group governance; no external interlocks disclosed . |
Expertise & Qualifications
- Deep electronic components industry and multi-decade operational leadership at Bel; roles in operations and sales .
- Business leadership and operations; strategic planning; M&A execution including Enercon acquisition .
- Finance exposure through corporate roles; MBA from Baruch College .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| Class A Common Stock | 382,235 | 18.1% | Includes 6,140 shares in Company 401(k) with voting but no investment power; excludes 64,422 Class A and 53,465 Class B shares in trusts where he is beneficiary but not trustee and has no voting/investment power . |
| Class B Common Stock | 42,924 | * | Includes 4,265 shares held by spouse and 22,348 restricted shares . |
| Shares Outstanding (reference) | Class A: 2,115,263; Class B: 10,552,137 | — | As of April 1, 2025 . |
Hedging and pledging by directors are prohibited (with narrow pre-approved exception for pledges of non-margin debt); the Company maintains an Insider Trading Policy and Clawback Policy applicable to directors/officers .
Governance Assessment
- Independence and Role Separation: Bernstein is not independent under NASDAQ rules and will serve as Non-Executive Chairman; the Board constrains his participation in independent director executive sessions and his voting in matters reserved for independent directors, with the Lead Independent Director (Peter Gilbert) presiding over independent sessions and serving as liaison to the CEO. This structure mitigates, but does not eliminate, potential influence concerns given Bernstein’s long tenure and significant Class A ownership (18.1%) .
- Committee Assignments: Bernstein sits on the Executive Committee; Audit, Compensation, and Nominating & ESG committees are fully independent and active (9/20/6 meetings respectively in 2024), with each Director meeting the ≥75% attendance threshold, supporting oversight robustness .
- Compensation Signals: The 2024 incentive award for Bernstein ($1.5 million, 50% cash/50% equity) was determined under a transition framework and amid Compensation Committee adjustments to the plan due to perceived misalignment of formulaic metrics with strong Company performance—this discretion aids retention and recognizes achievements but represents a pay governance sensitivity, warranting ongoing monitoring of alignment and discretion use .
- Director Compensation as Chair: As Non-Executive Chairman, Bernstein will receive cash retainers ($40,000 first-year, $50,000 chair premium annually) and a sizable equity retainer (≥1,000 Class B shares or ~$70,000 equivalent), enhancing ownership alignment but adding compensation influence optics given his non-independence. Clear disclosure and adherence to anti-hedging/pledging and clawback policies mitigate risk .
- Related Parties: Audit Committee reported no new related-party transactions in 2024; Corporate Governance Guidelines include related-party transaction standards, reducing conflict risk .
- Pensions/Legacy Benefits: Bernstein’s SERP present value was $2,059,346 (non-CIC) with higher benefits upon CIC; standard severance (52 weeks) would be $600,000 under the general severance plan, plus Transition Agreement provides $510,000 transition pay and continued health coverage up to 24 months—investors should weigh legacy obligations against governance alignment .
- RED FLAGS and Mitigants:
- RED FLAG: Non-independent chair with significant voting stake (18.1% Class A) can influence governance; mitigated by formal limits on participation/voting in independent sessions and presence of Lead Independent Director .
- RED FLAG: Discretionary modifications to the incentive program in 2024 (including CEO transition award) indicate plan flexibility; mitigated by published program changes for 2025 adding clearer metrics and PSUs tied to TSR/EBITDA margin .
- No hedging/pledging allowed without stringent pre-approval; Clawback Policy in place—positive alignment signals .
Overall: Board effectiveness is supported by independent committee structures, active meeting cadence, and formal governance constraints around the incoming Non-Executive Chairman role. Investors should monitor compensation discretion, chair compensation scale, and ownership influence alongside the robust independent oversight mechanisms.