Stephen Dawson
About Stephen Dawson
Stephen Dawson is President of Bel Power Solutions & Protection, appointed effective July 1, 2024; he is 49 and has been an executive officer since 2024 . He holds a Bachelor’s in Industrial Engineering from the University of Cincinnati and an MBA from Washington University in St. Louis . Dawson has 25+ years in power and circuit protection, with roles across manufacturing, engineering, product management, and business development; he led marketing and BD at Power‑One (later acquired by ABB) and helped facilitate ABB’s sale of the power business to Bel before serving as VP of Marketing & BD in Bel’s Power segment . His 2024 incentive metrics were adjusted net revenue growth and adjusted EBITDA growth versus segment plans; his formulaic payout was 0%, but the Compensation Committee applied a modifier recognizing his Enercon acquisition oversight and integration work, resulting in a 60% payout on a reduced target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cooper Industries (later acquired by Eaton) | Manufacturing, Engineering, Product Mgmt, Business Development | 12 years | Circuit protection leadership; foundational domain expertise |
| Power‑One | Led Marketing & Business Development | Not disclosed | Led BD through acquisition by ABB |
| ABB | Marketing/BD involvement in power business | Not disclosed | Involved in sale of ABB’s power business to Bel |
| Bel Fuse (Power segment) | VP, Marketing & Business Development | Not disclosed | Drove commercial strategy prior to appointment as segment President |
External Roles
No public company board roles disclosed for Dawson .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $227,375 (as earned in 2024) | $315,000, effective Jan 1, 2025 |
| Mid‑year salary change | Increased to $250,000 effective Jul 1, 2024 | — |
| Target Total Incentive (% of Base) | 125% (target opportunity $312,500) | Program revised for 2025; measures include net revenue and Adjusted EBITDA margin |
| Non‑Equity Incentive (Cash) | $78,750 (paid for 2024) | — |
| Stock Awards (Grant‑date value) | $576,939 (3/15/2024 RS grant, 10,332 shares) | 2024 deferred equity portion granted 3/15/2025 with 3‑year time‑based vesting |
| All Other Compensation | $37,874 (incl. $20,475 DCP credit; $8,102 401(k) match; $3,850 dividends) | — |
Performance Compensation
| Component | Metric | Target | Actual/Payout | Form | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (2024) | Adjusted net revenue growth and Adjusted EBITDA growth vs 2024 Power segment plan | Target payout at 100% of target opportunity | Formulaic Payout %: 0%; Final Payout % on Modified Target: 60% recognizing Enercon integration | Total $131,250; Cash $78,750; Deferred equity $52,500 | Deferred equity granted 3/15/2025; vests 1/3 on each anniversary for 3 years; share conversion price $82.95 |
| Long‑term PSUs (forward‑looking) | Expected TSR‑based PSUs from FY2025 onward | Committee‑set TSR target | Not disclosed for Dawson | Equity (PSUs) | Generally vest after 3 years, contingent on TSR achievement |
Equity Ownership & Alignment
| Metric | As of Apr 1, 2024 | As of Dec 31, 2024 |
|---|---|---|
| Class A shares beneficially owned | 2,118 (401(k) allocated; voting but no investment power) | — |
| Class B shares beneficially owned | 15,465 (includes 12,021 restricted shares) | — |
| Ownership % of outstanding | <1% of Class A and Class B | — |
| Unvested RS/RSUs outstanding | — | 14,832 Class B restricted shares |
| Options outstanding | None | None |
| Shares vested during FY2024 | 1,500 Class B; value realized $111,840 | — |
| DCP balance | — | $171,104; 2024 company credit $20,475; 2024 earnings $6,744 |
| Pledging/Hedging | Company policy prohibits hedging and margin pledging; pledging only permitted for non‑margin debt with pre‑approval and demonstrated capacity | — |
| 10b5‑1 trading plans | No officers/directors adopted or terminated Rule 10b5‑1 plans in Q2 2024 | — |
Vesting Schedule (Dawson outstanding as of Dec 31, 2024)
| Vest Date | Shares |
|---|---|
| Mar 15, 2025 | 3,444 |
| Nov 15, 2025 | 1,500 |
| Mar 15, 2026 | 3,444 |
| Nov 15, 2026 | 1,500 |
| Mar 15, 2027 | 3,444 |
| Nov 15, 2027 | 1,500 |
Employment Terms
| Term | Detail |
|---|---|
| Role effective date | Effective July 1, 2024 |
| Employment type | At‑will (non‑specified period) |
| Location | Lombard, IL (1700 Finley Road) or other locations as business demands |
| Base salary at appointment | $250,000 (effective Jul 1, 2024) |
| One‑time stock grant | 10,000 shares; granted in normal cycle; vest on executive team schedule |
| Severance under offer | Offer letter provides no specific severance; standard company severance plan applies (except CEO/Lai) |
| Company severance plan | 2 weeks of base pay per year of service; min 4 weeks, max 52 weeks; one month company‑paid health coverage; release required |
| Clawback | SEC‑compliant incentive compensation recovery policy adopted; restatement‑triggered recovery over prior 3 fiscal years |
Termination and Change‑of‑Control Economics (Illustrative, as of Dec 31, 2024)
| Name | Non‑CIC Involuntary Termination ($) | CIC Involuntary Termination ($) | Retirement ($) |
|---|---|---|---|
| Stephen Dawson | Cash Severance: 157,500; Deferred Comp: —; Total: 157,500 | Cash Severance: 157,500; Deferred Comp: 171,104; Total: 328,604 | — |
Performance & Track Record
- 2024 formulaic payout was 0% given net revenue and Adjusted EBITDA plan thresholds, but the Compensation Committee applied an individual performance adjustment, awarding Dawson 60% on a reduced target for oversight of the Enercon acquisition and integration .
- Record gross margin and significant stock appreciation at the company level were cited by the Committee in revising FY2024 incentives broadly; Dawson’s deferred equity component carries 3‑year time‑based vesting, reinforcing retention .
Compensation Structure Analysis
- Cash‑vs‑equity mix: 2024 total incentive split between cash ($78,750) and deferred equity ($52,500), with equity vesting over 3 years, increasing at‑risk pay alignment .
- Discretionary modification: Committee adjusted metrics and applied a 30% target reduction for most NEOs, then added individual performance modifiers (Dawson at 60%), reflecting a shift from purely formulaic outcomes to holistic evaluation in 2024 .
- Forward plan: From 2025, performance measures for incentives include net revenue and non‑GAAP Adjusted EBITDA margin; PSUs intended to introduce TSR‑linked, 3‑year vesting awards, tightening pay‑for‑performance linkage .
Equity Ownership & Alignment
- Beneficial ownership: 2,118 Class A and 15,465 Class B shares as of April 1, 2024; Class B includes 12,021 restricted shares; ownership is <1% of outstanding .
- Unvested equity: 14,832 Class B restricted shares outstanding at Dec 31, 2024 with six scheduled tranches through Nov 2027; no options outstanding, reducing leverage risk .
- Deferred comp: $171,104 DCP balance with $20,475 credited in 2024; may be payable upon CIC termination .
- Hedging/pledging: Officers and directors are prohibited from hedging and margin pledging; pledging of securities as collateral allowed only for non‑margin debt with pre‑approval and demonstrated capacity .
Employment Terms
- Offer letter: At‑will employment, $250,000 salary effective July 1, 2024, location in Lombard, IL; one‑time grant of 10,000 shares vesting on executive team schedule .
- Severance: No contractual severance in offer letter; Dawson is covered by standard company severance plan (two weeks per year of service, min 4 weeks, max 52 weeks; one month of health coverage) subject to release .
- Governance protections: Company maintains an SEC‑compliant clawback policy; Insider Trading Policy disallows hedging and margin pledging .
Investment Implications
- Alignment and retention: Dawson’s significant unvested restricted stock (14,832 shares) with multi‑year vesting and the 2024 deferred equity grant vesting over three years support retention and align incentives with medium‑term shareholder value creation .
- Near‑term selling pressure and windows: Vesting dates in March and November each year may create routine sell windows; company prohibits hedging and margin pledging, reducing misalignment risk; no 10b5‑1 adoptions/terminations in Q2 2024 were reported for officers/directors, suggesting limited pre‑planned sales in that quarter .
- Pay‑for‑performance trajectory: Shift to EBITDA margin and planned TSR‑based PSUs from 2025 should strengthen pay‑for‑performance link; 2024 discretionary adjustments highlight governance responsiveness but introduce subjectivity—investors should monitor consistency in metric calibration and payout curves for future cycles .
- Change‑of‑control economics: Dawson’s CIC scenario adds DCP payout to standard severance (total $328,604 in the illustrative table), indicating moderate protection without excessive parachute risk; absence of options lowers repricing risk .