Suzanne Kozlovsky
About Suzanne Kozlovsky
Suzanne Kozlovsky is Global Head of People at Bel Fuse Inc., appointed November 21, 2022; she is 47 years old as of April 1, 2025 . Before Bel, she served as Vice President of Human Resources at Prinova (Nagase Group) and held prior HR leadership roles at Marmon Foodservice Technologies (Berkshire Hathaway) and Bel Brands USA, where she led cultural transformations that earned National Best and Brightest recognition . During her tenure, Bel reported 2024 revenue of $534.8 million and net income of $49.2 million, with cumulative TSR shown at $574.48 on a $100 base in the Pay vs. Performance disclosure; management also highlighted 2024 as the second-most-profitable year with record gross margin .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prinova (A Nagase Group Company) | Vice President of Human Resources | Not disclosed | Core member of Global Executive Council and Strategy & Investment Team; led cultural transformations supporting sustainable growth |
| Marmon Foodservice Technologies (Berkshire Hathaway) | HR leadership roles (titles not disclosed) | Not disclosed | Culture transformation recognized among National Best and Brightest |
| Bel Brands USA | HR leadership roles (titles not disclosed) | Not disclosed | Culture transformation recognized among National Best and Brightest |
External Roles
- Not disclosed in company proxy statements .
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2023 | $275,000 |
Performance Compensation
| Plan Year | Target Bonus % of Salary | Target ($) | Metric Framework | Final Payout (% of Target) | Cash Paid ($) | Equity Deferred ($) | Equity Vesting |
|---|---|---|---|---|---|---|---|
| 2023 | 100% | $275,000 | Matrix of Adjusted net revenue growth and EBITDA growth vs. operating plan; individual modifier | 150% | $309,375 | $103,125 | Time-based restricted stock vests 1/3 annually for 3 years from 3/15/2024 grant |
Notes on incentive design and evolution:
- 2023 program established Total Incentive approach with cash + equity delivery and matrix combining adjusted net revenue and EBITDA growth .
- For 2025 and forward, the company updated measures to include Net Revenue (dollars) and non-GAAP Adjusted EBITDA Margin (%) and plans to introduce PSUs with 3-year vesting tied to TSR or other measures, in addition to cash/RSAs mix .
Equity Ownership & Alignment
| Snapshot Date | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| March 18, 2024 | 204 | 11,674 | Class B holdings include 11,674 restricted shares |
Outstanding equity and vesting (time-based RSAs):
- Unvested at 12/31/2023: 10,000 Class B RSAs; market value $667,700 at $66.77 per share .
- Vesting schedule for these 10,000: 2,500 on 5/31/2025; 2,500 on 5/31/2026; 2,500 on 5/31/2027; 2,500 on 5/31/2028 .
- 2023 incentive equity portion was granted 3/15/2024 as time-based restricted stock with 3-year equal annual vesting; the equity value was $103,125, converted at $61.60 per share (≈1,675 shares), vesting on each 3/15 in 2025, 2026, 2027 .
Risk controls and alignment policies:
- Company prohibits short sales, standardized options trading, and certain hedging/monetization transactions; pledging is restricted and requires pre-approval with capacity to repay non-margin debt; these provisions apply to officers .
- Clawback policy (SEC-compliant) mandates recovery of incentive-based compensation in case of restatements, regardless of misconduct .
Employment Terms
| Program/Agreement | Key Terms |
|---|---|
| Nonqualified Deferred Compensation Plan (DCP) | Credited $25,000 per year for first four years; account vests at age 65 or upon disability, death, or change in control; forfeiture if earlier termination before vesting; balance at 12/31/2023: $15,353 . |
| Severance (standard plan) | For full-time U.S. associates generally: lump-sum equal to 2 weeks of base pay per year of service (min 4 weeks, max 52 weeks) and one month of Company-paid health coverage, subject to release . |
| Clawback; Insider Trading Policy | SEC-aligned clawback on incentive comp; anti-hedging/pledging restrictions apply to officers . |
Compensation Structure Analysis
- Shift to a formal Total Incentive program (from 2023) increased at-risk pay via a formulaic matrix and introduced systematic equity deferral with multi-year vesting—tightening pay-for-performance and retention through vesting .
- Program changes for 2025 add Adjusted EBITDA Margin as a core measure and PSUs with 3-year horizons, raising medium-term alignment with TSR or other outcomes and potentially increasing equity-based at-risk compensation .
- Anti-hedging/pledging and clawback frameworks enhance alignment and reduce governance risk around compensation outcomes .
Performance & Track Record
- Company performance context during her tenure: 2024 revenue $534.8 million and net income $49.2 million; cumulative TSR reported at $574.48 on a $100 basis; management cited 2024 as the second-most-profitable year and record gross margin .
- In 2023, the incentive matrix (Adj. net revenue + EBITDA growth) resulted in a 150% payout for Kozlovsky, with delivery split between cash and 3-year-vesting RSAs .
Related Party Transactions and Red Flags
- The Audit Committee reported no new related party transactions in 2024 .
- Policy prohibits hedging and restricts pledging; SEC-compliant clawback is in place .
- No executive legal proceedings, investigations, or compensation repricing disclosures involving Kozlovsky were reported in the proxies reviewed .
Compensation Peer Group (Benchmarking reference)
- Bel uses an external peer set for executive compensation benchmarking (examples include CTS, Standex, Powell Industries, Veeco Instruments, Vishay Precision Group, Photronics, among others) .
Say-on-Pay & Shareholder Feedback
- The company holds an annual advisory “Say-on-Pay” vote; the Compensation Committee considers shareholder input in program design .
Work History & Career Trajectory
- Bel Fuse Inc.: Global Head of People (appointed November 21, 2022) .
- Prinova (Nagase Group): Vice President of Human Resources; member of Global Executive Council and Strategy & Investment Team .
- Marmon Foodservice Technologies; Bel Brands USA: HR leadership roles; led culture transformations recognized as National Best and Brightest .
Investment Implications
- Alignment: Significant unvested RSAs with defined multi-year vesting (May 31 annually through 2028; March 15 tranches from the 2023 incentive grant) create retention hooks and staggered potential supply of freely tradable shares as vesting occurs, subject to insider trading windows and policy restrictions .
- Retention risk: DCP vests only at age 65 (or upon disability/death/CIC), with forfeiture on earlier termination, enhancing stickiness for senior talent like Kozlovsky .
- Pay-for-performance: The matrix-based annual bonus and the move to include EBITDA margin and PSUs heighten sensitivity to financial/market outcomes; governance guardrails (anti-hedge/pledge, clawback) mitigate misalignment risk .
- Near-term watch items: Monitor scheduled RSA vest dates (5/31 each year and 3/15 anniversaries for the 2023 incentive grant) as potential insider selling windows, and any future grants tied to updated 2025 PSU framework for medium-term performance leverage .