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Peter Bittner III

President of Bel Connectivity Solutions at BEL FUSE INC /NJ
Executive

About Peter Bittner III

Peter Bittner III (age 54) is President of Bel Connectivity Solutions, a role he has held since May 2015, and has been an executive officer since 2015. He began at Stewart Connector Systems in 1991, later serving as Industry Marketing Manager at Insilco Technologies (Stewart’s parent) before becoming General Manager of Stewart Connector following Bel’s 2003 acquisition; he subsequently took responsibility for Cinch Connectors, Gigacom Interconnect, Array Connector and Fibreco post-acquisition integrations. He holds a B.S. in Business Management . In 2024, his incentive metrics were tied to Connectivity Solutions’ adjusted net revenue and Adjusted EBITDA growth; his calculated payout was 87.5%, with awards delivered in cash and three-year-vesting restricted stock .

Past Roles

OrganizationRoleYearsStrategic impact
Stewart Connector SystemsVarious roles leading to General Manager (post Bel acquisition)1991–2003 (Stewart/Insilco); GM from 2003Led Stewart Connector following Bel acquisition; later assumed responsibility for Cinch, Gigacom, Array Connector and Fibreco businesses after their acquisitions by Bel .
Insilco TechnologiesIndustry Marketing Manager1999–2003Led marketing in parent entity prior to Bel’s acquisition of Stewart Connector .
Bel Fuse Inc. – Connectivity SolutionsPresidentMay 2015–presentOversees Connectivity Solutions segment; executive officer since 2015 .

External Roles

No external directorships are listed for Mr. Bittner in the Executive Officers disclosure of the 2025 DEF 14A .

Fixed Compensation

  • Base salary: $300,000 for 2024 .
  • Perquisites/Other: Transportation allowance ($8,400), 401(k) match ($2,295), dividends on restricted shares ($1,561), and other items ($5,881) totaling $18,137 in 2024 .

Multi-year Summary Compensation (as disclosed)

Metric202220232024
Salary ($)275,000 300,000 300,000
Bonus ($)275,000 149,106
Stock Awards ($)135,970
Non-Equity Incentive Plan Comp ($)225,000 196,875
Change in Pension Value ($)84,561
All Other Compensation ($)20,986 27,496 18,137
Total ($)570,986 786,163 650,982

Performance Compensation

2024 Incentive Design and Payout (Bittner – Connectivity Solutions)

  • Design: Matrix combining adjusted net revenue growth and Adjusted EBITDA growth; assessed vs business unit plan/budget; plus individual performance modifier .
  • Calculated payout: 87.5% of target (business-unit metrics) .
  • Delivery: $196,875 cash and $131,250 in time-based restricted stock granted 3/15/2025, vesting 1/3 on each of the first three anniversaries; equity converted at $82.95 (5-day pre/post earnings average) .

2024 Incentive Structure and Results (detail)

MetricWeightingTargetActualPayoutVesting/Delivery
Adjusted Net Revenue growth (Connectivity)Matrix-based Not disclosedNot disclosed87.5% (calculated) 50% cash/$196,875 and 50% RSAs/$131,250; RSAs vest ratably over 3 years from 3/15/2025; $82.95 conversion
Adjusted EBITDA growth (Connectivity)Matrix-based Not disclosedNot disclosed87.5% (calculated) Same as above

Target opportunity reference

  • Target total incentive opportunity: 125% of base salary ($375,000) for 2024 .

Prior-year reference

  • 2023 payout: 100% ($375,000) split $225,000 cash and $150,000 deferred equity (RSAs granted 3/15/2024 vesting over 3 years) .

Forward-looking program changes

  • 2025 measures include target net revenue (dollars) and target non-GAAP Adjusted EBITDA Margin (percentage) with continued cash/RSAs mix; the company expects adding annual PSUs vesting after 3 years contingent on total stock return targets .

Equity Ownership & Alignment

Beneficial ownership (as of April 1, 2025)

SecuritySharesNotes
Class A Common Stock3,867Allocated in Company 401(k); voting but no investment power over plan shares .
Class B Common Stock27,289Includes 1,772 shares in 401(k) (no voting/investment power) and 5,706 restricted shares .

Outstanding equity awards and vesting (as of Dec 31, 2024)

Unvested RSAs (Class B)Market Value at 12/31/2024Vesting Schedule
4,935$406,989 812 on 3/15/2025; 2,500 on 11/15/2025; 812 on 3/15/2026; 811 on 3/15/2027

Stock awards vested during 2024

Shares VestedValue Realized
2,500$165,975

2024 grants of plan-based awards

Grant DateSharesGrant Date Fair Value
3/15/20242,435$135,970

Pledging/Hedging and Clawback

  • Hedging prohibited; pledging restricted (no margin pledges; non‑margin pledges only with pre-approval and demonstrated capacity to repay without pledged shares) under the Insider Trading Policy; these provisions apply to officers .
  • Clawback policy adopted consistent with SEC rules; 3-year lookback for incentive comp upon accounting restatements .

Employment Terms

  • Employment agreement: None disclosed for Mr. Bittner (company notes only CEO has an employment agreement; Dawson/Lai have offer letters; others covered by standard policies) .
  • Severance plan (standard): Two weeks of base pay per year of service (min 4 weeks; max 52 weeks), paid in lump sum; one month company-paid health coverage; requires release .
  • Potential payments upon termination (illustrative, as of 12/31/2024)
    • Non‑CIC termination: Cash severance $300,000 (52 weeks of base pay) .
    • Termination immediately following a change in control: SERP present value $1,409,120 and cash severance $300,000 .
  • SERP participation: Present value of accumulated benefit $601,728; 28 years of credited service (as of 12/31/2024) .
  • Deferred Compensation Plan: Not listed as a participant (DCP participants noted are Tuweiq and Dawson) .

Compensation Structure Analysis

  • Mix and evolution: 2024 compensation included base salary ($300,000), cash bonus ($196,875), and stock awards ($135,970), consistent with multi-year shift toward time-based RSAs (no options outstanding) .
  • Program calibration: In 2024, business-unit metrics produced an 87.5% payout for Bittner; broader program changes for 2025 add EBITDA Margin and PSUs tied to TSR, increasing performance leverage and alignment with shareholder outcomes .

Compensation Peer Group and Say‑on‑Pay

  • Peer group used for pay comparisons (NEOs targeted within a reasonable range of the 25th percentile): ACM Research, Allient (Allied Motion), Alpha and Omega Semiconductor, Arlo Technologies, Aviat Networks, Cambium Networks, CTS, FARO Technologies, Ichor Holdings, Kimball Electronics, NETGEAR, nLIGHT, Northwest Pipe, PAR Technology, Photronics, Powell Industries, RF Industries, Richardson Electronics, Standex, Thermon Group, Veeco Instruments, Vishay Precision Group .
  • 2025 Say‑on‑Pay results (Class A holders): For 1,628,561; Against 15,926; Abstentions 130,300; Broker Non‑Votes 226,857 .

Performance & Track Record (Company context during tenure)

Revenues and EBITDA (FY15–FY24)

Metric (USD)FY 2015FY 2016FY 2017FY 2018FY 2019FY 2020FY 2021FY 2022FY 2023FY 2024
Revenues$567,080,000*$500,153,000*$491,611,000*$548,184,000*$492,412,000*$465,771,000*$543,494,000*$654,233,000*$639,813,000*$534,792,000*
EBITDA$53,884,000*$47,581,000*$40,164,000*$44,270,000*$23,172,000*$27,959,000*$42,192,000*$84,788,000*$106,626,000*$96,531,000*

Values retrieved from S&P Global.*

Related Party Transactions and Governance Notes

  • The Audit Committee reported no new related party transactions during 2024 .
  • Governance safeguards include prohibited hedging, restricted pledging, and an enforceable clawback policy .

Investment Implications

  • Alignment and incentives: Bittner’s incentive plan is tied to his business unit’s adjusted net revenue and Adjusted EBITDA growth; his 2024 payout at 87.5% suggests objectives were challenging but met in part, with equity deferral vesting over three years—supporting retention and alignment .
  • Ownership and skin-in-the-game: He beneficially owns Class A and Class B shares, including restricted shares and 401(k) allocations; unvested RSAs (4,935) create continued equity exposure and potential future selling upon vesting windows .
  • Protections and risks: The standard severance plan caps cash exposure (max 52 weeks), while SERP change‑in‑control benefits are meaningful; hedging is prohibited and pledging tightly restricted, reducing misalignment risks; a formal clawback policy adds downside governance protection .