Jacqueline Brito
About Jacqueline Brito
Independent director of Bel Fuse Inc. since October 28, 2021; age 61 as of the 2025 proxy. Background in organizational culture and human capital; founder/CEO of HR Asset Partners (2019–present) and graduate business instructor at Rollins College; prior leadership roles at Rollins’ Crummer Graduate School and Orlando Sentinel. Education: B.A. in Organizational Behavior and M.S. in Human Resource Management, Rollins College. Current board roles at Bel: Chair, Nominating & ESG Committee; member, Compensation Committee; determined independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HR Asset Partners LLC | Founder & CEO | 2019–present | Human capital risk prevention consulting; leadership coaching |
| Rollins College (Crummer Graduate School of Business) | Graduate Business Instructor | 2014–present | Executive/leadership coaching for students, alumni, employees |
| Rollins College (Crummer Graduate School of Business) | Assistant Dean of Admission & Marketing; MBA & Career Development Center Director; Director of Admission | 2004–2019 | Data-informed strategic planning; recruitment/admissions leadership |
| Orlando Sentinel Communications (Chicago Tribune Co.) | HR Internal Consultant/Business Partner | 1998–2004 | Advised managers/high-potential employees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HR Asset Partners LLC | Founder & CEO | 2019–present | Independent consulting firm; also party to consulting arrangements with Bel (see Related-Party exposure) |
| Rollins College | Graduate Business Instructor | 2014–present | Graduate-level teaching; leadership coaching |
Board Governance
- Committee assignments: Chair, Nominating & ESG; member, Compensation. 2025 proxy committee rosters list Nominating & ESG (Brito, Vellucci, Segall, Smith) and Compensation (Segall, Gilbert, Brito; Valletta added effective April 22, 2025).
- Independence: Board determined Ms. Brito is independent under NASDAQ Marketplace Rule 5605(a)(2).
- Compensation Committee interlocks: None. 2025 proxy states no member has been an officer/employee; no executive officer served on another company’s comp committee/board with a Bel comp committee member.
- Board meeting cadence: Board meets quarterly; held six meetings during 2024 (2023 in 2024 proxy context).
- Shareholder support: At the May 24, 2022 annual meeting, Ms. Brito received 1,274,664 votes For; 128,342 Withheld; 190,474 broker non-votes.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 64,750 | 65,500 |
| All Other Compensation ($) | 43,120 | 909 |
| Total ($) | 107,870 | 81,834 |
Notes:
- Cash fees include annual retainer, committee fees, and meeting fees per Bel’s program description.
- “All Other Compensation” items in prior year examples included dividends on restricted stock and consulting-related items (see 2022 breakdown and related-party note).
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($, grant-date fair value) | 0 | 15,425 |
Equity structure and vesting:
- Standard non-employee director equity grants are restricted stock (not performance-based). As of 12/31/2022, Ms. Brito owned 4,000 restricted shares vesting 1,000 shares on Nov 15 of 2023, 2024, 2025, and 2026.
- 2022 proxy describes director equity as restricted stock issued on a four-year cadence, with dividends paid on unvested shares.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in Bel’s proxy biography for Ms. Brito. |
Compensation Committee Interlocks (Bel):
- 2024/2025 members: Segall (Chair), Brito, Gilbert; Valletta added effective April 22, 2025. No interlocks/insider participation disclosed.
Expertise & Qualifications
- Human capital management, organizational culture, leadership development, succession planning, and employee relations; founder of leadership strategy firm.
- Academic background and teaching at Rollins College; degrees in Organizational Behavior (B.A.) and Human Resource Management (M.S.).
- Governance focus: Chairs Nominating & ESG; experience aligns with talent/ESG oversight priorities cited by Bel.
Equity Ownership
| Item | Detail |
|---|---|
| Restricted Stock Owned (12/31/2022) | 4,000 shares; vesting 1,000 shares each Nov 15, 2023–2026. |
| Dividends on Restricted Stock (2022) | $1,120. |
| Beneficial Ownership % | Not disclosed in retrieved excerpts. |
| Pledging/Hedging | Not disclosed in retrieved excerpts. |
Related-Party Exposure (Potential Conflicts)
- Initial consulting agreement: Dated October 15, 2021; Ms. Brito (HR Asset Partners) agreed to provide 3 months of consulting for associate engagement/retention; fees approximately $89,000.
- 2022 payments: “All Other Compensation” included $29,710 paid to HR Asset Partners for consulting, $42,000 incurred related to Bel’s global leadership program, and dividends; also $5,000 for assistance in Global Head of People candidate evaluation.
- 2023 “All Other Compensation”: $43,120 to Ms. Brito (components not itemized in 2024 proxy’s director comp table).
RED FLAG: Ongoing payments to a director-controlled consulting firm represent a related-party transaction and potential conflict of interest, even with disclosure and an independence determination under NASDAQ rules.
SAY-ON-PAY & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 2022 Say-on-Pay (Advisory) | 1,275,287 | 3,428 | 124,291 | 190,474 |
Governance Assessment
Strengths
- Independent director; chairs Nominating & ESG and serves on Compensation, indicating trust in governance oversight.
- Deep human capital and culture expertise matches Board-stated needs for human capital oversight and ESG initiatives.
Risks/Watch items
- Related-party consulting: Material fees to HR Asset Partners (initial ~$89k; additional payments in 2022; “All Other Compensation” in 2023), which can raise investor concerns about independence optics and board effectiveness, despite disclosed independence. Monitor for cessation/approval safeguards.
- Alignment: Director pay skewed toward cash in 2023 (no stock award) and modest equity in 2024; while restricted stock holdings exist, year-over-year equity mix trends should be monitored for alignment with long-term shareholder value.
Overall implications for investor confidence
- Committee leadership and independence support governance quality; however, the recurring related-party payments are a notable red flag and should be evaluated against the company’s related-party transaction policy, approval process, and any cessation/limitations going forward.