Mark Segall
About Mark B. Segall
Mark B. Segall, age 62, has served on Bel Fuse Inc.’s board since 2011 and is an independent director. He is Managing Director of Kidron Corporate Advisors LLC and CEO of Kidron Capital Securities LLC, with prior senior roles at Investec Inc. and partnership at Kramer Levin Naftalis & Frankel LLP. He holds an AB in History from Columbia College and a JD from NYU School of Law, bringing deep M&A, legal, and investment banking expertise to Bel’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kidron Corporate Advisors LLC | Managing Director (founder) | 2003–present | M&A and corporate advisory lead |
| Kidron Capital Securities LLC | Chief Executive Officer | 2009–present | Registered broker-dealer leadership |
| Investec Inc. | Co-CEO; Head of Investment Banking; General Counsel | 1999–2003 | Led IB function, legal oversight |
| Kramer Levin Naftalis & Frankel LLP | Partner | 1996–1999 | Corporate legal expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| National CineMedia, Inc. | Director; Chairman | Director since Mar 2018; Chairman since Aug 2019 | Public company board leadership |
| iAM Capital Group Plc (and affiliates) | Director | 2000–2014; 2017–present | International investment roles |
| CITIC Capital Acquisition Corp. | Director | Feb 2021–Feb 2022 | SPAC board experience |
| Ronson Europe N.V. | Director; Chairman | 2008–Feb 2017; Chairman 2011–Feb 2017 | Public company governance leadership |
Board Governance
- Committees: Chair, Compensation Committee; Member, Nominating & ESG Committee .
- Independence: Board determined Segall is independent under NASDAQ Rule 5605(a)(2) and SEC rules .
- Attendance/Engagement: In 2024, Audit Committee held 9 meetings, Nominating & ESG 6, Compensation 20; each Director attended at least 75% of aggregate Board and committee meetings .
- Governance practices: Hedge/pledge prohibitions for directors, insider trading policy, and SEC-compliant clawback policy are in force; related-party transactions are overseen by the Audit Committee, with none reported for 2024 .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $80,500 | Includes annual retainer and committee fees per schedule below |
| Stock Awards (Grant-date fair value, 2024) | $24,680 | RSAs; 392 Class B shares granted Jan 15, 2024 |
| All Other Compensation (2024) | $530 | Dividends on restricted stock |
| Total (2024) | $105,710 | Sum of cash, stock awards, other |
Director fee schedule (2024):
- Annual retainer: $40,000 (paid quarterly); Board meetings included in retainer
- Committee quarterly fees: Audit member $3,000; Audit chair $3,750; Nominating & ESG member $2,500; Nominating & ESG chair $1,875; Compensation member $2,000; Compensation chair $1,875; Executive Committee $2,000 .
- Special service: $15,000 for Segall’s service on a special acquisition committee related to the Enercon acquisition; additional dividends $530 .
Performance Compensation
| Element | Metric(s) | Grant Date | Number of Shares | Vesting |
|---|---|---|---|---|
| Restricted Stock Awards (RSAs) | Time-based (no performance metrics disclosed for directors) | Jan 15, 2024 | 392 Class B shares | 130 vest 1/15/2025; 131 vest 1/15/2026; 131 vest 1/15/2027 |
- No options or PSUs disclosed for directors in 2024; director equity is time-based RSAs with scheduled vesting .
Other Directorships & Interlocks
| Relationship | Potential Interlock/Conflict | Disclosure |
|---|---|---|
| External board roles (NCM, iAM Capital Group, CITIC Capital Acquisition, Ronson Europe) | None disclosed involving Bel suppliers/customers | Biography lists roles; no related-party transactions reported in 2024 |
| Kidron Corporate Advisors; Kidron Capital Securities (broker-dealer) | Monitor for advisory/transactional ties | Audit Committee reported no new related-party transactions in 2024 |
Expertise & Qualifications
- M&A and Business Development; Finance and Accounting; Legal/Risk: Supported by senior IB/legal career and board skills matrix .
- Public company board leadership: Chairman roles at NCM and Ronson Europe .
- Industry familiarity and global experience reflected in board skills and career .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | — | — | No Class A holdings disclosed |
| Class B Common Stock | 12,797 | <1% | Includes 1,668 restricted shares |
| Director RSAs held (Dec 31, 2024) | 1,392 | — | Vesting: 1,000 on 5/15/2025; 130 on 1/15/2025; 131 on 1/15/2026; 131 on 1/15/2027 |
| Pledging/Hedging | Prohibited for directors (limited non-margin pledge pre-approval) | Policy prohibits hedging; restricts pledging |
Governance Assessment
- Strengths: Independent committee chair (Compensation), robust committee cadence (20 Compensation meetings in 2024), and at least 75% attendance indicate high engagement and governance oversight . Time-based equity aligns director interests with shareholders, with transparent vesting and dividends disclosed .
- Conflicts/Red flags: No related-party transactions reported in 2024; hedging/pledging restrictions and clawback policy reduce alignment risks . Special acquisition committee fee ($15,000) was disclosed and tied to board-assigned duties around Enercon; not a related-party transaction but should be monitored for precedent on discretionary committee payments .
- Overall signal: Segall’s legal/M&A background and external chair roles contribute to board effectiveness in compensation design and strategic transactions; independence and policy framework support investor confidence .