David Valletta
About David J. Valletta
Independent director at Bel Fuse Inc. (BELFA), age 64, appointed in 2024; extensive global sales leadership in electronic components as former Executive Vice President, Worldwide Sales at Vishay Intertechnology (2007–2022), with prior roles at Vitramon, Omnimetrics, and AVX. Education: BA (University of Rhode Island) and MBA with Marketing specialization (Northeastern University). Elected with strong support at the May 14, 2024 annual meeting (For: 1,367,748; Withheld: 645; Broker Non-Votes: 295,371). Determined independent under NASDAQ Rule 5605(a)(2); attended at least 75% of Board/committee meetings in 2024. Effective April 21–22, 2025, appointed to Audit and Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vishay Intertechnology, Inc. | EVP, Worldwide Sales; SVP, Worldwide Strategic Sales; Director of Field Sales | 1994–2022 (EVP 2007–2022; SVP 1997–2007; Director 1994–1997) | Led global sales across $3.5B components portfolio; industry and customer breadth |
| Vitramon | Sales-related roles | 1991–1994 | Passive components sales exposure |
| Omnimetrics | Sales-related roles | 1990–1991 | Electronics sales experience |
| AVX Corporation | Sales-related roles | 1984–1990 | OEM/EMS channel and components markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in proxy |
Board Governance
- Independence: Board determined Valletta is independent under NASDAQ Rule 5605(a)(2); Audit Committee composition is fully independent per SEC Rule 10A-3.
- Committees: Appointed to Audit (effective April 21, 2025) and Compensation (effective April 22, 2025). Audit Committee Chair is Eric Nowling (designated financial expert).
- Attendance: In 2024, Board held 6 meetings; Audit 9; Nominating & ESG 6; Compensation 20; Executive 0; each director attended ≥75% of aggregate meetings on which they served.
- Leadership: Peter Gilbert serves as Lead Independent Director; independent directors hold executive sessions; robust governance structures and guidelines adopted.
- Shareholder support: 2024 election showed strong support; 2025 say-on-pay passed (For: 1,628,561; Against: 15,926; Abstain: 130,300; Broker Non-Votes: 226,857).
- Policies: Insider Trading Policy prohibits hedging and restricts pledging (pre-approval only for non-margin debt); Clawback policy adopted; related-party transaction monitoring with no new related-party transactions reported in 2024.
Fixed Compensation
| Year | Fees Earned/Paid (Cash) | Stock Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $20,000 | $0 | $10,000 (consulting pre-directorship) | $30,000 |
Director fee schedule (2024 framework; paid quarterly): Annual retainer $40,000; Audit member $3,000/qtr; Audit chair $3,750/qtr; Nominating & ESG member $2,500/qtr; Nominating & ESG chair $1,875/qtr; Compensation member $2,000/qtr; Compensation chair $1,875/qtr; Executive Committee $2,000/qtr. Valletta’s committee appointments in April 2025 imply eligibility for committee fees thereafter.
Performance Compensation
| Element | Applied to Directors | Metrics/Structure | Vesting Details |
|---|---|---|---|
| Equity retainer (RSAs) | Yes | Time-based; no performance metrics for directors | Annual grants typically in March; directors’ RSAs vest on scheduled dates; Valletta held 1,206 restricted Class B shares as of April 1, 2025; vesting for this award not disclosed in proxy |
| PSUs (performance stock units) | Not disclosed for directors | Company expects PSUs for employees (from FY2025) tied to TSR/other; not indicated for directors | N/A |
No performance-linked compensation metrics (revenue/EBITDA/TSR/ESG) are disclosed for directors; director equity is time-based restricted stock, not performance-conditioned.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None disclosed for Valletta in BELFA proxy |
| Prior public boards | None disclosed |
| Interlocks/conflicts | None disclosed; Board maintains related-party standards; no new related-party transactions reported in 2024 |
Expertise & Qualifications
- Electronic components industry expertise; global business experience; business leadership and operations; finance and accounting; M&A and business development. Skills matrix indicates Valletta’s experience aligns with these domains.
- Education: BA (University of Rhode Island); MBA, Marketing (Northeastern).
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Composition | Pledging/Hedging |
|---|---|---|---|---|
| Class A Common | 0 | 0% | — | Hedging prohibited; pledging restricted with pre-approval; no pledging disclosed for Valletta |
| Class B Common | 1,206 (restricted) | ~0.011% (1,206 of 10,552,137) | Restricted shares; vesting schedule for this director grant not disclosed | Hedging prohibited; pledging restricted; no pledging disclosed |
Note: Outstanding shares as of April 1, 2025 were 2,115,263 Class A and 10,552,137 Class B.
Governance Assessment
- Strengths: Independent status; relevant industry and global sales experience; placement on Audit and Compensation Committees enhances oversight leverage; strong shareholder support at election; equity alignment via restricted shares; robust corporate governance and risk oversight policies (anti-hedging/pledging; clawback; committee independence; cybersecurity oversight).
- Watch items: Pre-directorship consulting fee ($10,000) is atypical but modest; ensure continued independence and absence of related-party ties. Director ownership is small versus outstanding shares, though ownership guidelines for directors are not disclosed; monitor future equity retainer grants for increased alignment. Valletta is not designated audit financial expert; ensure active engagement given high Audit and Compensation committee workload (9 and 20 meetings in 2024).
No related-party transactions involving Valletta were reported in 2024; Board policies restrict hedging/pledging and enable recoupment under clawback, supporting investor alignment and governance quality.