Vincent Vellucci
About Vincent Vellucci
Vincent Vellucci, age 75, is an independent director of Bel Fuse Inc. (ticker: BELFA) serving since 2016. He is a retired senior executive from Arrow Electronics with 45+ years in electronic components distribution, including divisional presidencies; his education includes a marketing background and Harvard Business School’s General Manager Program for Executives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arrow Electronics, Inc. | President, Global Specialty Businesses Division | Jan 2013 – Jan 2014 | Led global specialty businesses |
| Arrow Electronics, Inc. | President, Americas Components Division | Mar 2010 – Jan 2013 | Responsible for restructuring the Americas Components Division |
| Arrow Electronics, Inc. | Senior Vice President, Sales; leadership roles in emerging customer, mil-aero, semiconductor marketing | Various years prior | Instrumental in business transformation initiatives including M&A and strategic market analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other current public company directorships disclosed for Vellucci |
Board Governance
- Committee assignments: Executive Committee; Nominating and ESG Committee .
- Chair roles: None (current chairs are Segall—Compensation; Nowling—Audit; Brito—Nominating & ESG) .
- Independence: Board determined Vellucci is independent under NASDAQ Rule 5605(a)(2) .
- Attendance and engagement: The Board held six meetings in 2024; Audit (9), Nominating & ESG (6), Compensation (20), Executive (0). Each director attended ≥75% of the aggregate Board and committee meetings served .
- Tenure: Director since 2016; nominated for a term expiring at the 2028 annual meeting .
- Executive sessions: Lead Independent Director (Peter Gilbert) convenes and chairs executive sessions of independent directors; post-CEO transition, non-executive Chairman role structured with limits to ensure independent-only sessions/votes when required .
Fixed Compensation
2024 director fee schedule (applicable to non-employee directors):
| Component | Amount |
|---|---|
| Annual Board retainer (paid quarterly) | $40,000 |
| Audit Committee – Member | $3,000 per quarter |
| Audit Committee – Chair | $3,750 per quarter |
| Nominating & ESG Committee – Member | $2,500 per quarter |
| Nominating & ESG Committee – Chair | $1,875 per quarter |
| Compensation Committee – Member | $2,000 per quarter |
| Compensation Committee – Chair | $1,875 per quarter |
| Executive Committee | $2,000 per quarter |
2024 actual compensation for Vellucci:
| Year | Cash Fees | Stock Awards (grant-date fair value) | All Other (dividends, etc.) | Total |
|---|---|---|---|---|
| 2024 | $58,000 | $24,680 | $530 | $83,210 |
Notes:
- In 2024, Vellucci received 392 restricted shares (Class B) granted Jan 15, 2024 as part of the annual equity component for non-employee directors .
Performance Compensation
- Directors do not have performance-based bonuses; equity for directors is time-based restricted stock. No performance metrics (e.g., EBITDA, TSR) apply to director compensation .
Equity vesting schedule (restricted Class B shares held by Vellucci as of Dec 31, 2024):
| Vesting Date | Shares |
|---|---|
| Jan 15, 2025 | 130 |
| May 15, 2025 | 1,000 |
| Jan 15, 2026 | 131 |
| Jan 15, 2027 | 131 |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No interlocks or related-party board overlaps disclosed for Vellucci |
Expertise & Qualifications
- Electronic Components Industry experience; Business leadership and operations; Global business; M&A and business development; Human capital management (as evidenced by Board skills matrix) .
- Retired senior executive with divisional P&L leadership at a multi-billion distributor; HBS General Manager Program credential .
Equity Ownership
Beneficial ownership (individual):
| As-of Date | Class A Shares | Class B Shares | Restricted Class B Shares | Ownership % (Class B) |
|---|---|---|---|---|
| Mar 18, 2024 | — | 7,392 | 2,392 | <1% (*) |
| Apr 1, 2025 | — | 7,797 | 1,668 | <1% (*) |
(*) Per proxy footnotes, individual holdings constitute less than one percent of Class A or Class B shares outstanding .
Anti-hedging/pledging alignment policies:
- Hedging prohibited; pledging restricted (only non-margin debt with demonstrated repayment capacity and pre-approval) and affirmed as applicable to directors in Corporate Governance Guidelines .
Governance Assessment
- Board effectiveness: Vellucci’s Executive and Nominating & ESG committee roles reinforce governance oversight and succession/ESG alignment; he is not on Audit or Compensation, which is appropriate for skill mix and independence .
- Independence & attendance: Confirmed independent under NASDAQ rules; met Board’s ≥75% attendance standard in 2024—no attendance concerns disclosed .
- Ownership alignment: Holds a meaningful but sub-1% stake with time-based restricted stock vesting across 2025–2027; anti-hedging/pledging policies strengthen alignment .
- Compensation structure: Modest cash retainer plus equity retainer consistent with peers; no meeting fees for Board sessions (included in retainer) and committee retainers transparent. No performance metrics tied to director pay, which is standard for directors .
- Conflicts/related party: Audit Committee reported no related-party transactions in 2024; no interlocks disclosed for Vellucci—low conflict risk .
- Governance signals: Bel has formal Corporate Governance Guidelines—including age-based re-election policy (no standing for re-election after age 78 absent Board-approved exception). Vellucci (75) is within policy now; re-election post-78 would require committee recommendation and full Board vote—worth monitoring for continuity and succession planning .
Red flags: None identified in disclosures—no hedging/pledging exceptions, no related-party transactions, no attendance shortfall. Monitor age-limit policy applicability approaching 2028 term end .