Eric Nowling
About Eric Nowling
Eric Nowling (age 68) has served on Bel Fuse Inc.’s Board since 2014 and is the Audit Committee Chair. He is a retired senior finance executive with more than 40 years of accounting and financial management experience, including Sr. Vice President & Corporate Controller at Verint Systems (2015–2021) and prior leadership roles (Controller, Chief Accounting Officer, CFO) at Standard Microsystems Corporation (1986–2006). He holds a B.S. in Economics (magna cum laude) from Wharton and was a licensed CPA from 1981 to 2024; the Board has designated him as an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verint Systems Inc. | Sr. Vice President & Corporate Controller; previously VP Global Accounting | Dec 2015–Sep 2021; Feb 2008–Dec 2015 | Senior finance leadership at an ~$800M technology company; public company reporting oversight |
| Standard Microsystems Corporation | Vice President, Controller, Chief Accounting Officer, and CFO | Sep 1986–Apr 2006 | Led finance functions at a public semiconductor company |
External Roles
- The proxy does not disclose other current public company directorships for Mr. Nowling beyond Bel Fuse Inc.
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Nowling is independent under Nasdaq Rule 5605(a)(2); all Audit Committee members are independent and meet SEC Rule 10A-3 |
| Committee assignments | Audit Committee Chair; Audit Committee members: Nowling (Chair), Peter Gilbert, Rita Smith; David Valletta added effective Apr 21, 2025 |
| Audit committee expertise | Board determined Nowling qualifies as an “audit committee financial expert” per SEC definition |
| Meetings and attendance (2024) | Board held 6 meetings; Audit 9; Nominating & ESG 6; Compensation 20; Executive 0. Each director attended ≥75% of aggregate Board and committee meetings on which they served |
| Lead independent director | Peter Gilbert serves as Lead Independent Director; independent directors meet in executive session |
| Governance practices | Anti-hedging/anti-pledging policy; clawback policy (SEC-compliant); independent comp consultant used since 2023; related-party transaction standards |
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash, paid quarterly) | $40,000 | Standard for non-employee directors |
| Committee chair/member fees (per quarter) | Audit Chair $3,750; Audit Member $3,000; Nominating & ESG Chair $1,875; Nominating & ESG Member $2,500; Compensation Chair $1,875; Compensation Member $2,000; Executive Committee $2,000 | Applies to assigned committees |
| Mr. Nowling – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 67,000 |
| Stock awards (grant-date fair value) | 19,203 |
| All other compensation (restricted stock dividends) | 1,205 |
| Total | 87,408 |
- Mix: Cash $67,000 vs. equity grant-date value $19,203 indicates a cash-heavy director pay structure; “all other” reflects dividends on restricted stock .
Performance Compensation
- Directors receive time-based restricted Class B shares; no options or performance-based (PSU/TSR/EBITDA) metrics disclosed for director compensation. Grants follow FASB ASC 718 fair value.
| Equity Grant and Vesting (Mr. Nowling) | Shares | Vesting |
|---|---|---|
| 2024 grant (Jan 15, 2024) | 305 | Time-based vesting per director schedule |
| Restricted shares held at 12/31/2024 | 3,305 | 1,000 shares vest each Nov 15, 2025–2027; 101 vest Jan 15, 2025; 102 vest Jan 15, 2026 & Jan 15, 2027 |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation committee interlocks | None; no executive officer of Bel served on other entities’ comp committees or boards with reciprocal interlocks; Bel’s Compensation Committee members were Segall (Chair), Brito, Gilbert (Valletta added Apr 22, 2025) |
Expertise & Qualifications
- Finance and accounting leadership at public tech companies; deep experience in corporate finance, public reporting, audit oversight. Wharton B.S. Economics (magna cum laude); licensed CPA (1981–2024). Board skills matrix indicates Finance & Accounting; global business; M&A/business development experience; risk management oversight.
Equity Ownership
| As-of Date | Title of Class | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|---|
| Apr 1, 2024 | Class B Common Stock | 12,612 | * | Includes 3,512 restricted shares |
| Apr 1, 2024 | Class A Common Stock | — | — | No Class A holdings disclosed |
- Company-level anti-hedging policy prohibits short sales, standardized options, and certain hedging/monetization; pledging is prohibited except limited non-margin debt with pre-approval and demonstrated capacity to repay. Corporate Governance Guidelines affirm applicability to directors. No pledging by Mr. Nowling is disclosed.
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” designation; robust meeting cadence and ≥75% attendance; independent committee composition; formal anti-hedging/anti-pledging and clawback policies; director pay structure balanced with equity grants and meaningful vesting over 2025–2027.
- Alignment: Beneficial ownership of 12,612 Class B shares, including restricted shares, supports alignment; ongoing vesting schedule enhances long-term focus.
- Conflicts/Related-Party: Audit Committee monitors transactions; management reported no new related party transactions in 2024—no specific conflicts involving Nowling disclosed.
- RED FLAGS: None observed in proxy related to attendance shortfalls, related-party dealings, option repricing, or pledging; director compensation is predominantly cash with modest equity; no performance metric-based director pay is disclosed (common for small-cap boards).
| Board & Committee Activity (2024) | Count |
|---|---|
| Board meetings | 6 |
| Audit Committee meetings | 9 |
| Nominating & ESG Committee meetings | 6 |
| Compensation Committee meetings | 20 |
| Executive Committee meetings | 0 |
- Policy references available: Corporate Governance Guidelines; committee charters; Insider Trading Policy; Clawback Policy; accessible via Bel’s investor relations site.