Rita Smith
About Rita V. Smith
Rita V. Smith, age 74, is an independent director of Bel Fuse Inc. (BELFA) and has served on the Board since 2020; her current term runs through the 2026 annual meeting. She is a Partner at C‑Suite Healthcare Advisors and previously served as SVP of Patient Care Services and Chief Nursing Officer at RWJ Barnabas Health – Jersey City Medical Center. She holds a Doctor of Nursing Practice from Rutgers University, a Master’s in Public Administration–Health Care Policy from NYU, and a Bachelor’s in Nursing from Kean University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert Wood Johnson Barnabas Health – Jersey City Medical Center | Senior Vice President of Patient Care Services and Chief Nursing Officer | Dec 2004 – Jun 2019 | Led 1,500 staff and ~$150M operating budget; responsibilities included strategic resource planning, budgeting, information systems, case management, reporting/compliance |
| RWJ Barnabas Health | Vice President, Interim Projects | May 2022 – Aug 2022 | Interim leadership assignment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| C‑Suite Healthcare Advisors | Partner | Jun 2018 – present | Health care consulting (strategic resource planning/budgeting, information systems, case management, reporting/compliance) |
No other public company directorships are disclosed for Dr. Smith in Bel Fuse’s proxy materials .
Board Governance
- Committee assignments (2025): Audit Committee (member); Nominating & ESG Committee (member). Audit Chair is Eric Nowling; Nominating & ESG Chair is Jacqueline Brito. Effective Apr 21, 2025, David Valletta joined Audit; effective Apr 22, 2025, he joined Compensation .
- Independence: The Board determined Dr. Smith is independent under Nasdaq Rule 5605(a)(2); all three key committees (Audit, Compensation, Nominating & ESG) are fully independent .
- Attendance: In 2024, the Board held 6 meetings; Audit (9), Nominating & ESG (6), Compensation (20); each director attended at least 75% of their aggregate Board and committee meetings .
- Leadership: Peter Gilbert serves as Lead Independent Director. Following the 2025 Annual Meeting, Daniel Bernstein becomes Non‑Executive Chair; independent directors will continue executive sessions, with the Lead Independent Director convening sessions of independents when appropriate .
- Term and age policy: Corporate Governance Guidelines provide no re‑election after the 78th birthday (subject to limited exceptions) .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $62,000 | Includes $40,000 annual retainer plus committee member fees (Audit $3,000/quarter; Nominating & ESG $2,500/quarter) |
| Equity (grant-date fair value) | $24,680 | 392 Class B RSAs granted Jan 15, 2024; vesting: 130 on Jan 15, 2025; 131 on Jan 15, 2026; 131 on Jan 15, 2027 |
| All other compensation | $530 | Dividends on restricted shares |
| Total | $87,210 | Sum of above |
Director fee schedule (2024): Annual retainer $40,000; Audit member $3,000/quarter; Audit Chair $3,750/quarter; Nominating & ESG member $2,500/quarter; Nominating & ESG Chair $1,875/quarter; Compensation member $2,000/quarter; Compensation Chair $1,875/quarter; Executive Committee $2,000/quarter .
Performance Compensation (Director)
Bel does not use performance-based equity for non-employee directors; equity is time-based restricted stock with multi‑year vesting. No performance metrics apply to director compensation .
Other Directorships & Interlocks
No current or prior public company board roles are disclosed for Dr. Smith; no interlocks are reported. Compensation Committee interlocks disclosure notes no interlocking relationships in 2024 .
Expertise & Qualifications
- Human capital, operations and compliance leadership from healthcare system roles, including oversight of a large workforce and budget .
- Board skills matrix highlights Human Capital Management and Legal/Risk/Sustainability competencies among Board capabilities .
- Advanced clinical and health policy education (DNP; MPA–Health Care Policy) supports oversight of organizational culture, talent and risk .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common | — | — | No Class A holdings disclosed |
| Class B Common | 4,797 | * | Includes 1,668 restricted shares (unvested). “*” denotes less than 1% of outstanding |
- Shares outstanding as of Apr 1, 2025: Class A 2,115,263; Class B 10,552,137 .
- Hedging and pledging: Directors are prohibited from hedging; pledging is restricted and requires pre‑approval (non‑margin debt, demonstrated capacity to repay). No pledges are disclosed for Dr. Smith .
Governance Assessment
- Strengths for investor confidence
- Independent director on two core oversight committees (Audit; Nominating & ESG), with full‑Board independence across key committees .
- Solid engagement: each director met the 75% attendance threshold; Board and committees met actively in 2024 (Audit 9; N&ESG 6; Compensation 20) .
- Pay structure balances cash and equity; 2024 equity grant aligns with long‑term value via multi‑year vesting .
- Risk controls: strong insider trading policy (anti‑hedging/pledging) and a clawback policy; no 2024 related‑party transactions reported by the Audit Committee .
- Watch items / potential red flags
- Additional company payments in 2023: Dr. Smith received ~$14,000 in “All other compensation” for work on Bel’s global leadership program (beyond director fees). The Board still determined independence under Nasdaq rules, but investors may monitor for recurrence of director consulting arrangements .
- Age/tenure horizon: At 74 in 2025, she approaches the Board’s age guideline (no re‑election after 78, subject to limited exceptions), implying potential medium‑term refresh considerations .
Related-Party and Conflicts Review
- Related-party transactions: Management’s Disclosure Committee reported no new related-party transactions to the Audit Committee during 2024 .
- Policies: The Board maintains standards for evaluating any director involvement in Company business activities; directors must obtain approval where applicable .
Notes on Board Processes and Shareholder Engagement
- Independent directors meet regularly in executive session; Lead Independent Director role is established to reinforce independent oversight .
- The Nominating & ESG Committee oversees director compensation and corporate governance guidelines; retains independent advisors as needed .
- The Company maintains ongoing shareholder engagement channels (IR, annual meeting Q&A, etc.) .
Appendix: Key References
- Director biography, independence and committees:
- Director compensation details and grant vesting:
- Beneficial ownership and restricted shares:
- Meetings and attendance:
- Insider trading, hedging/pledging, clawback policies:
- Related-party transactions:
- Board leadership and executive sessions:
- 2023 director “other compensation” (leadership program):