Lynn Hutkin
About Lynn Hutkin
Lynn Hutkin is Bel Fuse Inc.’s Chief Financial Officer, Principal Accounting Officer, Treasurer and Secretary, effective immediately following the May 27, 2025 Annual Meeting; she previously served as Vice President of Financial Reporting & Investor Relations and has been the Company’s principal accounting officer since July 2021 . She joined Bel in 2007 and is 51 years old; she holds a B.S. in Accountancy from Bentley College and is an active CPA in New Jersey . Company performance context during 2021–2024 shows cumulative TSR rising from 87.67 to 574.48 (Class B basis) alongside revenue of $543,494k → $654,233k → $639,813k → $534,792k and net income of $24,821k → $52,689k → $73,831k → $49,192k, while compensation design emphasized Revenue and Adjusted EBITDA as key pay-for-performance measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bel Fuse Inc. | CFO, Principal Accounting Officer, Treasurer & Secretary | May 27, 2025–present | Executive finance leadership, continues oversight of accounting, treasury and corporate secretariat |
| Bel Fuse Inc. | Vice President, Financial Reporting & Investor Relations | Jan 1, 2023–May 27, 2025 | Led SEC reporting and IR; contributed to M&A, bank financing, and corporate insurance |
| Bel Fuse Inc. | Principal Accounting Officer | Jul 2021–present | Company’s principal accounting authority; SEC reporting |
| CD&L, Inc. | Director of External Financial Reporting & Human Resources | Not disclosed | Responsible for SEC filings and oversight of payroll and benefit programs |
| Insys Consulting | Finance leader | Not disclosed | Responsible for all finance functions at a women-owned IT consulting start-up |
| DMR Consulting | Finance Manager | Not disclosed | Monitored project profitability for $70M pharma/commercial business unit |
| Arthur Andersen | Audit (Consumer Products) | Not disclosed | Early-career audit experience in consumer products |
External Roles
- No public company directorships or external board roles were disclosed for Hutkin in the 2025 proxy .
Fixed Compensation
- Compensation terms specific to Hutkin as newly appointed CFO were not disclosed in the May 28, 2025 8-K announcing her appointment; the filing reports the role change but does not include her salary/bonus/equity terms .
Performance Compensation
Bel’s incentive design and recent changes (applies to NEOs and executives; Hutkin as CFO is expected to participate under the program design):
- 2024 Incentive Compensation Program: Target award opportunity set as % of salary; performance matrix combined adjusted net revenue (dollars) and Adjusted EBITDA (dollars), with an individual performance modifier . In 2024, the Compensation Committee exercised discretion due to plan design shortcomings, applying a 30% reduction to target for company-based participants and then an individual factor; payouts were delivered partly in cash and partly as time-based restricted stock .
- 2025 changes: Measures selected annually. For 2025, metrics are net revenue (dollars) and non-GAAP Adjusted EBITDA Margin (%) at the Company or business-unit level. Payout mix remains cash + restricted stock. Introduction of PSUs expected for 2025 and beyond with 3-year vesting contingent on a pre-set total stock return target (terms to be set by the Committee) .
| Element | 2024 Program Feature | 2025 Program Update | Payout/Vesting Details |
|---|---|---|---|
| Annual financial metrics | Adjusted net revenue (dollars) and Adjusted EBITDA (dollars) matrix; individual modifier | Net revenue (dollars) and Adjusted EBITDA Margin (%) selected for 2025; weights determined annually | Awards paid in cash and time-based restricted stock; mix set by Committee |
| Discretionary adjustments | 30% target reduction for company-based participants; individual factor 30%–100% applied for FY2024 | Committee retains discretion each year | — |
| Deferred equity from annual bonus | Time-based restricted stock for 2024 payouts; granted Mar 15, 2025; one-third vesting on each of the first three anniversaries; shares based on $82.95 average price | Similar cash/equity mix expected | 3-year equal tranches starting from grant date |
| Long-term incentives | — | PSUs expected starting 2025; 3-year vesting subject to TSR target (and/or other measures as set) | PSU terms, metrics, and targets set by Committee |
Equity Ownership & Alignment
- Beneficial ownership table (as of April 1, 2025) lists directors and the named executive officers; Hutkin was not individually listed among those named individuals; “all current directors and executive officers as a group (16 persons)” held 18.9% of Class A and 2.7% of Class B .
- Anti-hedging and pledging: Officers are prohibited from short sales, standardized options, and certain hedging/monetization; pledging is prohibited except for non‑margin loans where financial capacity to repay without resort to the pledged securities is demonstrated and pre-approval is obtained .
- Clawback: SEC-compliant compensation recovery policy for incentive-based compensation following an accounting restatement, regardless of misconduct .
- Equity plan capacity and option usage: As of Dec 31, 2024, 473,764 Class B shares remained available under the 2020 Equity Compensation Plan; there were no outstanding options (Class A: 0; Class B: 0) .
- Vesting schedules context: Company restricted stock from 2024 incentive payouts vests in equal one-third annual installments over 3 years (granted Mar 15, 2025), which creates predictable vest dates and potential trading windows; specific grants for Hutkin were not disclosed .
Employment Terms
- Appointment: Effective immediately after the May 27, 2025 Annual Meeting, Hutkin became CFO (principal financial officer), Principal Accounting Officer, Treasurer and Secretary .
- Secretary designation: She was the signing Secretary for the 2025 proxy and the Annual Meeting notice (April 11, 2025) .
- No Hutkin-specific employment agreement, severance, or change-in-control terms were disclosed in the cited filings; the May 28, 2025 8-K announcing her appointment did not include compensation or severance terms for Hutkin .
Company Performance Context (during recent years)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Cumulative TSR – Value of $100 (Class B) | 87.67 | 226.84 | 463.18 | 574.48 |
| Revenue ($ thousands) | 543,494 | 654,233 | 639,813 | 534,792 |
| Net income ($ thousands) | 24,821 | 52,689 | 73,831 | 49,192 |
Additional 2024 highlights considered by the Compensation Committee included second-highest profitability in company history, record gross margin, stock price appreciation and increased market cap, and completion of Enercon (largest acquisition in company history) .
Say-on-Pay & Governance Signals
| Proposal (2025 Annual Meeting) | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 1,628,561 | 15,926 | 130,300 | 226,857 |
- Insider-trading policy and governance materials (including Corporate Governance Guidelines and Clawback Policy) are on the Company’s website; hedging/pledging restrictions and clawback policy are affirmed in the proxy .
Investment Implications
- Alignment and risk controls: Anti‑hedging/pledging restrictions with pre-approval exceptions, plus an SEC-compliant clawback, mitigate misalignment and hedging-related red flags for executives, including the CFO role .
- Incentive mix evolution: 2025 changes add EBITDA Margin (%) and PSUs with 3‑year vesting and TSR-based goals, increasing medium‑term alignment and potentially reducing reliance on purely annual metrics; monitor Hutkin’s initial PSU/RSU grants and vesting cadence for potential sale pressure windows given the Company’s typical three‑year equal tranche vesting on restricted stock .
- Disclosure watchouts: Hutkin’s specific pay levels, severance, and change-in-control terms weren’t filed in the May 28, 2025 appointment 8‑K; expect full detail in the next proxy where she will be a Named Executive Officer. This is a near‑term information gap for assessing retention risk and pay-for-performance calibration specific to the CFO .
- Governance support: Strong 2025 say‑on‑pay support suggests investor acceptance of the current compensation framework and recent adjustments, which may help Hutkin operate with a stable compensation policy backdrop as she assumes the CFO role .