Bel Lazar
About Bel Lazar
Bel Lazar (age 64) has served on M-tron Industries’ Board since 2022 and is currently Chairman of the Board; he is independent under NYSE American rules and serves on multiple Board committees . He is CEO of EPC Space LLC (2020–present), COO and a board member of Efficient Power Conversion Corporation (2015–present), and previously served as President/CEO of Spectrum Control (formerly API Technologies Corp.) and in senior roles at Microsemi and Infineon/International Rectifier; he holds a B.S. in Engineering (CSU Northridge), M.S. in Computer Engineering (USC), and a J.D. (Southwestern Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectrum Control (formerly API Technologies Corp.) | President & CEO | 2012–2015 | Led RF/microwave manufacturer |
| Microsemi Corporation | SVP - Operations | 2008–2011 | Semiconductor and system solutions |
| Infineon Technologies AG (formerly International Rectifier) | VP & GM, Aerospace & Defense | 2003–2008 | A&D semiconductor leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EPC Space LLC | Chief Executive Officer | 2020–present | High-reliability wide-gap power management |
| Efficient Power Conversion Corporation | COO & Board Member | 2015–present | GaN-based power management |
| The LGL Group, Inc. | Director (former) | 2019–2022 | Prior public company directorship |
Board Governance
- Independence: The Board determined Lazar is independent; the Board has six independent directors and one non-independent director .
- Roles: Chairman of the Board (retainer split equally with Advisor to the Chairman) .
- Committee memberships: Audit (member), Compensation (Chair), Corporate Governance (member), Nominating (member) .
- Committee meetings (2024): Audit 4; Compensation 2; Nominating 1; Corporate Governance had no formal meetings (met informally) .
- Attendance: In 2024, the Board met 9 times; all directors attended ≥75% of Board and committee meetings; all standing for election attended the 2024 Annual Meeting .
Committee Membership & Meetings (2024)
| Committee | Lazar’s Role | Meetings Held |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Chair | 2 |
| Corporate Governance | Member | 0 formal (met informally) |
| Nominating | Member | 1 |
Fixed Compensation
- Structure (2025): Base annual cash retainer $10,000; annual restricted stock award $15,000 (granted March 21, 2025 with immediate vesting); per-meeting cash: Board in-person $2,000, telephonic $750, committee meeting $750; annual Chairman cash retainer $100,000; annual committee chair cash retainers: Audit $2,000; Compensation $1,000; Corporate Governance $1,000; Nominating $1,000 .
- Chairman retainer: Since September 20, 2023, Chairman and Advisor to the Chairman split the $100,000 equally; previously the Chairman alone received $100,000 .
Director Compensation Structure (2025)
| Component | Amount ($) |
|---|---|
| Base Annual Cash Retainer | 10,000 |
| Annual Restricted Stock Award | 15,000 (granted 3/21/2025; immediate vesting) |
| Board Meeting (in person) | 2,000 |
| Board Meeting (telephonic) | 750 |
| Committee Meeting | 750 |
| Annual Chairman Cash Retainer | 100,000 (split with Advisor) |
| Annual Committee Chair Retainer – Compensation | 1,000 |
Director Fees and Stock Awards (Realized)
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 52,337 | 15,002 | 67,339 |
| 2024 | 76,750 | 15,011 | 91,761 |
Performance Compensation
- No performance-based metrics (e.g., TSR, EBITDA, ESG) are disclosed for non-employee director compensation; equity for directors in 2025 is time-based with immediate vesting, and no options or PSUs are disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Related Notes |
|---|---|---|---|
| The LGL Group, Inc. | Director (former) | 2019–2022 | M-tron reimbursed LGL Group $105,000 for shared salaries/benefits in 2024 (50% of costs), a related-party exposure monitored under governance procedures |
Expertise & Qualifications
- Aerospace/Defense manufacturing, CEO experience, M&A, governance .
- Financial literacy (Audit Committee independence and literacy; Chair of Compensation Committee) .
Equity Ownership
- Beneficial ownership remains modest, consistent with independent director status; no disclosure of pledging by Lazar, and company discourages (but does not prohibit) hedging/pledging .
Beneficial Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned (Bel Lazar) | 5,201 | 5,603 |
| Ownership % | <1% | <1% |
| Shares Outstanding (basis for % calc) | 2,798,579 | 2,915,189 |
Say-on-Pay & Shareholder Feedback (Context)
- 2025 Annual Meeting: Advisory vote to approve NEO compensation passed with votes For 1,090,624; Against 44,985; Abstain 9,963; Broker non-votes 970,677 .
- All director nominees elected; Lazar received 1,096,195 For and 49,377 Withheld; 970,677 broker non-votes .
Governance Assessment
-
Positives:
- Independent status and multi-committee participation including Compensation Chair and Audit member support board effectiveness; attendance thresholds met in 2024 .
- Strong operational and industry background (A&D, semiconductors) enhances oversight of strategy and risk .
- Shareholder support evidenced by director election results and high say-on-pay approval in 2025 .
-
Alignment & Pay Structure:
- Director pay mix is primarily cash with modest annual equity grants; RS awards in 2025 vested immediately (reduces long-term lock-in), and no director options are disclosed .
- Beneficial ownership is low (<1%), typical for independent directors, but limited “skin in the game” may temper alignment signals .
-
Potential Conflicts/Exposure:
- Related-party exposure via 2024 reimbursement to LGL Group ($105,000) warrants ongoing monitoring; Lazar is on the Corporate Governance Committee that reviews related-party transactions .
- Chairman retainer split with Advisor to the Chairman (Marc Gabelli) reflects governance dynamics; continued clarity on responsibilities and independence safeguards is important .
-
Policies:
- Hedging/pledging discouraged but not prohibited; lack of prohibition can be viewed as a governance weak point for alignment best practices .
- Committee charters provide authority to retain independent advisors and annual review of charters; Audit Committee confirms financial literacy and independence .
RED FLAGS to watch
- Related-party transactions with LGL Group (even if modest) require rigorous committee oversight and transparent disclosure .
- Immediate vesting of director equity awards reduces long-term holding incentives; absence of ownership guidelines is not disclosed and may reflect weaker alignment mechanisms .