Peter Gilbert
About Peter Gilbert
Peter Gilbert, age 77, is an independent director of Bel Fuse Inc. and has served on the Board since 1987. He is retired and previously served as President and Chief Executive Officer of Gilbert Manufacturing Co., Inc., a manufacturer of electrical components, and holds an MBA from Columbia University. He currently serves on Bel Fuse’s Audit and Compensation Committees and is the Board’s Lead Independent Director, reflecting deep industry and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilbert Manufacturing Co., Inc. | President & Chief Executive Officer | Not disclosed | Led an electrical components manufacturer; industry-operating leadership cited in Board qualifications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various boards (not specified) | Director | Not disclosed | Proxy notes service “on various other boards”; specific names not disclosed |
Board Governance
- Independence: The Board determined Peter Gilbert is independent under NASDAQ Rule 5605(a)(2). All Audit, Compensation, and Nominating & ESG committees are composed solely of independent directors .
- Lead Independent Director: Gilbert serves as Lead Independent Director; responsibilities include convening and chairing executive sessions of independent directors and serving as liaison to the CEO. Post the Chairman transition, he is expected to preside over independent-only sessions and related votes .
- Committee Memberships and Chairs:
- Audit Committee: Member (Chair: Eric Nowling). 2024 meetings: 9. Committee tasked with oversight of audit principles and engages independent auditors .
- Compensation Committee: Member (Chair: Mark B. Segall). 2024 meetings: 20. Oversees executive compensation, benefit plans, and succession planning .
- Board and Committee Attendance: The Board held 6 meetings in 2024. Each director attended at least 75% of aggregate Board and committee meetings on which they served during 2024, indicating strong engagement .
- Executive Sessions & Policies:
- Independent directors meet regularly in executive session; hedging prohibited and pledging restricted with pre-approval; Board maintains related-party transaction standards; clawback policy adopted per SEC rules .
- Related-Party Transactions: The Audit Committee reported no new related-party transactions in 2024; quarterly inquiries found none .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly |
| Audit Committee member fees | $3,000 per quarter | Membership fee schedule |
| Compensation Committee member fees | $2,000 per quarter | Membership fee schedule |
| Cash fees earned (total) | $60,000 | Gilbert’s 2024 cash total |
| Equity (stock awards) | $24,680 | 392 Class B shares granted Jan 15, 2024; grant-date fair value (ASC 718) |
| Other compensation | $250 | Dividends on restricted stock |
| Total director compensation | $84,930 | Aggregate for 2024 |
| 2024 Director Equity Grant Details | Value |
|---|---|
| Grant date | January 15, 2024 |
| Shares granted | 392 Class B shares |
| Grant-date fair value | $24,680 |
| Vesting schedule | 130 shares vest Jan 15, 2025; 131 shares vest Jan 15, 2026 & Jan 15, 2027 |
Performance Compensation
| Performance Metric | Used in Director Compensation? | Details |
|---|---|---|
| Any performance-based metrics (e.g., TSR, revenue, EBITDA) | No | Non-employee director pay uses cash retainers, committee fees, and time-based restricted stock; no performance-based director metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| Not disclosed | — | — | Proxy references unspecified board service; no public company names or potential interlocks disclosed |
Expertise & Qualifications
- Electronic Components Industry expertise; Business Leadership & Operations; Finance & Accounting; Global Business Experience; M&A and Business Development — skills identified in the Board’s skills matrix applicable to Gilbert .
- MBA from Columbia University; extensive tenure on Bel’s Board since 1987 .
Equity Ownership
| Security | Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 500 | <1% | As of April 1, 2025; aggregate Class A outstanding 2,115,263 |
| Class B Common Stock | 20,797 | <1% | Includes 1,250 shares held by spouse and 668 restricted shares; aggregate Class B outstanding 10,552,137 |
| Pledging/Hedging | None disclosed | — | Hedging prohibited; pledging restricted with pre-approval and financial capacity tests; applies to directors |
| Restricted director shares outstanding | 392 from 2024 grant; 668 restricted shares included in ownership | — | 2024 grant vesting as noted; total restricted shares in footnote |
Governance Assessment
- Board Effectiveness: Gilbert’s industry-operating background and finance exposure align with Bel’s electronic components business, and his Lead Independent Director role supports robust independent oversight and executive session governance .
- Independence & Conflicts: Determined independent; no related-party transactions reported in 2024; strong insider trading controls (hedging banned; pledging restricted) reduce alignment risks .
- Attendance & Engagement: Committee workload was significant in 2024 (Audit: 9; Compensation: 20), and overall attendance thresholds were met, indicating sustained engagement .
- Director Pay Structure & Alignment: Cash retainer plus committee fees with time-based equity fosters alignment without performance gaming; 2024 total of $84,930 (cash $60,000; equity $24,680; dividends $250) is modest and tied to service rather than discretionary bonuses .
- RED FLAGS / Watch Items:
- Age guideline: Corporate Governance Guidelines state directors may not stand for re-election following their 78th birthday unless waived by the Nominating & ESG Committee and full Board. Gilbert, age 77, is nominated for a three-year term; continued service beyond age 78 would require formal waiver — monitor for process transparency and rationale .
- Pledging/Hedging: While prohibited/restricted by policy, disclose any exceptions or pre-approvals; none reported for Gilbert .
- Shareholder Confidence Signals: Use of independent compensation consultant Meridian for executive pay; independent-only committee compositions; clawback policy; formalized Lead Independent Director role all support governance quality .