Farouq Tuweiq
About Farouq Tuweiq
Farouq Tuweiq, 42, is President and Chief Executive Officer of Bel Fuse Inc. (BELFA) since May 27, 2025, after serving as Chief Financial Officer, Principal Financial Officer and Treasurer since 2021; he was appointed to the Board effective the 2025 Annual Meeting and joined the Executive Committee that day . He holds a B.A. in Finance and M.S. in Accounting from Michigan State University and an MBA from Georgetown University’s McDonough School; prior roles include Ernst & Young audit, Schneider Electric FP&A, and BMO Capital Markets investment banking where he led Industrial Technology coverage and advised on M&A/capital raising, and he obtained his CPA during EY tenure . Under his financial leadership, BELFA executed the Enercon acquisition and drove margin expansion; company performance and incentive design tied to adjusted revenue and adjusted EBITDA in 2024, shifting to net revenue and adjusted EBITDA margin plus PSUs linked to TSR from 2025; cumulative TSR on Class B shares rose to $574.48 for a $100 initial investment by 2024, alongside revenue of $535M in 2024 (from $640M in 2023) and EBITDA of ~$96.5M in 2024* .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bel Fuse Inc. | CFO; PFO; Treasurer | 2021–2025 | Led finance, investor relations and margin expansion; executed largest acquisition (Enercon) in company history; prepared succession to CEO . |
| BMO Capital Markets | Director/Vice President/Lead Associate, Investment Banking – Industrial Group | 2012–2021 | Built Industrial Technology IB practice; advised public and PE-backed companies on M&A and capital raising . |
| Schneider Electric | Senior Financial Analyst (FP&A) | 2010 | North American HQ FP&A; supported reporting and analysis . |
| Ernst & Young | Auditor | 2006–2009 | Audited manufacturing/financial companies; SOX controls, SEC filing reviews, IPO preparation; obtained CPA . |
External Roles
No other public-company directorships or external board roles disclosed for Mr. Tuweiq .
Fixed Compensation
| Year | Role | Base Salary ($) | Other Cash/Perqs |
|---|---|---|---|
| 2025 | CEO | 600,000 | Transportation allowance $15,000; up to $10,000 legal fee reimbursement for agreement negotiation . |
| 2024 | CFO | 375,000 | Transportation allowance $8,400; Employer 401(k) match $6,163; dividends on restricted shares $8,596; other (incl. DCP credit $25,000) $35,921 . |
Performance Compensation
| Program Year | Incentive Design | Target | Formulaic Outcome | Discretion/Adjustment | Payout Form and Vesting |
|---|---|---|---|---|---|
| 2025 (CEO) | Annual variable compensation (can pay 0–200% of $1,600,000 target); Long-Term Performance Award $1,200,000; PSUs introduced for 3-year TSR target | $1,600,000 (annual variable); $1,200,000 (LTPA) | N/A (forward design) | Compensation Committee discretion on mix and amounts | Variable paid half cash/half RSUs/restricted shares; PSUs generally vest at 3 years, contingent on TSR target . |
| 2024 (CFO) | Matrix on adjusted net revenue growth + adjusted EBITDA growth (0–200% potential); individual modifier permitted | 125% of base salary = $468,750 | Calculated payout 0% | Committee reduced targets 30% and awarded 100% on modified target based on individual performance; final Tuweiq payout $328,125 (cash $196,875; deferred equity $131,250) | Deferred equity granted Mar 15, 2025 as time-based RSAs vesting in equal one-third installments annually over 3 years . |
| 2023 (CFO) | Matrix on adjusted net revenue + EBITDA; individual modifier | 125% of base salary = $468,750 | Calculated 150% | 30% modifier applied; final 195% payout = $914,063 (cash $548,438; deferred equity $365,625) | Deferred equity granted Mar 15, 2024; 3-year equal annual vesting . |
Detailed metric weightings and specific numerical targets were not disclosed; payouts followed matrix assessment and Compensation Committee adjustments .
Equity Ownership & Alignment
| Class | Beneficial Ownership (Shares) | % Outstanding | Key Notes |
|---|---|---|---|
| Class A | 4,488 | * | Includes 1,388 shares in Company 401(k) (voting, no investment power) . |
| Class B | 61,704 | * | Includes 44,706 restricted shares; dividends on restricted stock paid per policy . |
| Unvested RSAs (12/31/2024) | Market Value ($) | Vesting Schedule |
|---|---|---|
| 25,935 shares | 2,138,859 | 1,978 vest 3/15/2025; 2,500 vest 5/15/2025; 5,000 vest 11/15/2025; 1,978 vest 3/15/2026; 2,500 vest 5/15/2026; 5,000 vest 11/15/2026; 1,979 vest 3/15/2027; 5,000 vest 11/15/2027 . |
| Promotion Award (CEO) | Grant Date | Shares | Vesting |
|---|---|---|---|
| Restricted Class B | 2/3/2025 | 19,167 | 1/3 vests on 1-year anniversary of CEO start; remaining vests monthly in 24 equal installments thereafter . |
Ownership policies: hedging prohibited; trading in standardized options prohibited; holding securities in margin accounts or pledging as collateral is prohibited, with limited pre-approved exceptions for non-margin debt and demonstrated capacity to repay without resort to pledged securities; directors are subject to the same anti-hedging/pledging rules . No executive stock ownership guideline multiples are disclosed; no pledges by Mr. Tuweiq are disclosed .
Employment Terms
| Term | Non-CIC Termination | CIC Termination (within 24 months of CoC) | Other Key Terms |
|---|---|---|---|
| CEO Employment Agreement (2/3/2025); 3-year initial term; auto-renewal for successive 1-year terms; 120-day non-renewal notice | Severance equal to 2x (base salary + cash portion of target annual variable comp); pro-rata target annual variable for year of termination; continued vesting of all outstanding equity including Promotion Award and equity portion of annual variable; full vesting of 2021/2022 RSAs; full vesting of DCP balance; continued health coverage at active employee rates up to 24 months . | Severance equal to 3x (base salary + cash portion of target annual variable comp); pro-rata target annual variable; full vesting of all outstanding equity (including Promotion Award, annual variable equity, 2021/2022 RSAs); full vesting of DCP; continued health coverage up to 36 months; up to $25,000 outplacement; Section 4999 excise tax cutback if applicable . | Confidentiality, non-competition, non-solicitation, non-disparagement, IP assignment, clawback compliance . |
Illustrative potential payments (12/31/2024 assumptions in proxy) for CEO role: Non-CIC total ~$7.882M; CIC total ~$9.345M including severance, target bonus, DCP, equity acceleration ($3.30M), benefits, and outplacement (CIC only); actual amounts depend on stock price and timing .
Trading restrictions: strict pre-clearance; quarterly blackout from mid-quarter until two business days after earnings release; event-specific blackouts may apply .
Board Governance
- Board service and roles: Appointed director effective May 27, 2025; elected to a three-year term expiring 2028; joined Executive Committee the same day; Executive Committee acts in place of the Board between meetings .
- Independence: Non-employee directors are independent; committees (Audit, Compensation, Nominating & ESG) comprise independent directors; as CEO, Mr. Tuweiq is not independent and serves on Executive Committee only .
- Board leadership: Daniel Bernstein became Non-Executive Chairman effective May 27, 2025; Peter Gilbert serves as Lead Independent Director, convening executive sessions of independent directors .
- Attendance: In 2024, Audit met 9 times, Nominating & ESG 6, Compensation 20, Executive 0; each Director attended ≥75% of their meetings .
- Director compensation: Executive officers do not receive director fees; non-employee director fee schedule disclosed (annual retainer and committee stipends) .
| 2025 Annual Meeting Election | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Farouq Tuweiq | 1,771,121 | 3,666 | 226,857 |
| Say-on-Pay (2025) | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 1,628,561 | 15,926 | 130,300 | 226,857 |
Director Compensation
In 2024, directors who were executive officers (e.g., CEO/CFO) did not receive director fees; non-employee directors received cash retainers and restricted stock grants per schedule disclosed in the proxy .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Thousands) | 654,233 | 639,813 | 534,792 |
| EBITDA ($USD Thousands) | 84,788* | 106,626* | 96,531* |
| *Values retrieved from S&P Global. |
| Cumulative TSR (Value of $100, Class B) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| BELFA | 87.67 | 226.84 | 463.18 | 574.48 |
Additional stock performance context: 5-year stock performance graph in the 2024 10-K shows Class B rising to $431.96 on a $100 base by year-end 2024 (different period basis), indicating substantial value creation during the multi-year period encompassing Mr. Tuweiq’s finance leadership .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 CFO incentives paid partly in cash and partly as time-based RSAs (3-year vest); 2025 CEO variable comp continues mixed cash/equity; introduction of PSUs increases at-risk, performance-linked equity .
- Metric evolution: 2024 plan’s adjusted revenue and adjusted EBITDA (dollar growth) deemed duplicative and misaligned with strong qualitative performance; 2025 plan adds adjusted EBITDA margin and TSR-linked PSUs, tightening performance alignment .
- Discretionary bonuses: 2024 formula yielded 0% for Company-tied NEOs; Compensation Committee applied adjustments to recognize record margins, stock appreciation, Enercon acquisition, and succession execution (Tuweiq received 100% of modified target) .
- Peer benchmarking: NEO target direct compensation set around the 25th percentile vs. peer group; Meridian engaged as independent consultant .
Related Party Transactions and Red Flags
- Related party: Audit Committee reported no new related party transactions in 2024; quarterly monitoring in place .
- Clawback: SEC-compliant clawback policy adopted; 3-year lookback for restatements regardless of misconduct .
- Hedging/pledging: Prohibited; limited pledge exceptions require pre-approval and non-margin debt with financial capacity .
- Option repricing: No stock options outstanding for NEOs as of 12/31/2024; awards primarily RSAs .
- Say-on-Pay: Strong shareholder support in 2025, reducing governance risk on executive pay .
Compensation Peer Group (for benchmarking)
Representative peer group used for 2024 pay decisions includes: ACM Research, Allient (Allied Motion), Alpha and Omega Semiconductor, Arlo Technologies, Aviat Networks, Cambium Networks, CTS, FARO, Ichor, Kimball Electronics, NETGEAR, nLIGHT, PAR Technology, Photronics, Powell Industries, RF Industries, Richardson Electronics, Standex, Thermon, Veeco, Vishay Precision Group; Bel targets competitiveness near the 25th percentile on total target direct compensation .
Employment & Contracts
- CEO agreement: 3-year term; auto-renew; robust severance (2x or 3x) plus benefits continuation and equity vesting treatment; Section 4999 cutback; participation in DCP; confidentiality, non-compete/non-solicit .
- Deferred compensation: DCP credits of $25,000 (CFO 2024) and vesting rules; CEO continues DCP participation; aggregate DCP balance $105,413 as of 12/31/2024 (illustrative table) .
- Non-compete/non-solicit duration not disclosed; garden leave not disclosed .
Board Service History, Committee Roles, Dual-Role Implications
- Mr. Tuweiq is both CEO and a director; he serves on the Executive Committee but not on independent committees (Audit, Compensation, Nominating & ESG), preserving committee independence .
- Independence considerations: Board maintains Lead Independent Director (Peter Gilbert) and Non-Executive Chairman (Daniel Bernstein), with explicit limits on Chairman participation in executive sessions to ensure compliance with independence standards .
- Attendance: Board and committees met regularly in 2024 with ≥75% attendance, supporting governance quality .
Investment Implications
- Alignment: 2025 addition of adjusted EBITDA margin and TSR-linked PSUs should improve pay-for-performance alignment and reduce reliance on discretionary adjustments; CEO equity-heavy structure and multi-year vesting strengthen long-term orientation .
- Retention risk: CEO agreement provides substantial severance (2x/3x), equity vesting continuation/acceleration, and benefits, reducing near-term attrition risk; DCP and Promotion Award further incentivize tenure .
- Trading signals: Significant unvested RSAs with multi-year vesting and strict blackout/pre-clearance procedures limit opportunistic selling; policy bans hedging/pledging, reducing misalignment risks .
- Execution track record: The Committee’s 2024 discretion citing record margins, stock appreciation, and Enercon acquisition acknowledges operational momentum; continued governance structures (Lead Independent Director, independent committees) mitigate dual-role concerns .