Saul Reibstein
About Saul V. Reibstein
Independent director and non-executive Chairman of the Board at VPG since January 1, 2023; age 76; VPG director since 2010. Licensed CPA in Pennsylvania with a BBA from Temple University; designated by the Board as an Audit Committee Financial Expert under SEC rules. Background includes CFO and director roles at PENN Entertainment (NASDAQ: PENN) and senior leadership in public accounting and professional services. Tenure and leadership place him at the center of board oversight and audit governance at VPG.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PENN Entertainment, Inc. | EVP, CFO and Treasurer; Executive Advisor | CFO: Dec 1, 2013–Dec 31, 2016; Advisor: 2017 | Led finance and treasury; prior board audit chair experience strengthens audit oversight skillset. |
| PENN Entertainment, Inc. | Director; Audit Committee Chair (prior) | Director: Jun 2011–Nov 2013 | Governed audit quality and independence; transitioned to management role. |
| CBIZ, Inc. | Executive Managing Director | 2004–2013 | Managed NYC financial services operations and international activities; governance and operational expertise. |
| BDO Seidman | Partner; Philadelphia Office Head; Regional Business Line Leader | Partner: ~1993–2004; Office head: Jun 1997–Dec 2001; Regional leader: Dec 2001–Sep 2004 | 40+ years public accounting experience; deep audit and controls expertise. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PENN Entertainment, Inc. | Director | Appointed Mar 21, 2018 (current) | Serves on Audit and Compensation Committees; cross-pollinates governance practices. |
| S3 Living (NCP Ventures, LLC) | Majority Owner | Ongoing | Independent advisory for senior living transitions; no disclosed VPG transactions. |
Board Governance
| Category | Detail |
|---|---|
| Board leadership | Non-executive Chairman of the Board; structure separates Chair and CEO roles to balance oversight and management input. |
| Independence | Board determined Reibstein is independent under NYSE standards. |
| Committees (2024) | Audit Committee: Chair; Nominating & Corporate Governance Committee: Member; Compensation Committee: Not a member. |
| Audit expertise | Board designated him an Audit Committee Financial Expert under SEC rules. |
| Attendance | Board met six times in 2024; each director attended at least 75% of board and committee meetings; all eight directors attended the 2024 annual meeting. |
| Executive sessions | Nominating & Corporate Governance Committee chair presides; current chair is Mr. Talbert. |
| Risk oversight | Audit oversees financial and cybersecurity risks; Compensation oversees pay-risk; Nominating oversees governance risks. |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (Chairman) | $110,000 | NEDC Plan cash retainer for Board Chair. |
| Audit Committee Chair retainer | $15,000 | Annual cash retainer for audit chair duties. |
| Total fees paid (2024) | $125,000 | Reported director cash fees. |
Performance Compensation
| Equity Component | Grant Value | Grant Basis | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (non-employee director annual grant) | $82,260 | RSUs sized off 5-day average closing price preceding grant; $80,000 target under NEDC Plan (grant-date fair value aggregated by accounting). | Vest on earlier of next annual meeting or May 21, 2025, subject to service. | None; director RSUs are time-based (no PSU metrics). |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| PENN Entertainment | External public board role | Serves on audit and compensation committees; enhances audit and pay governance perspective. |
| Vishay Intertechnology (context) | VPG has historical agreements; other VPG directors (e.g., Talbert) serve on Vishay Intertechnology board, but no interlock disclosed for Reibstein. |
Expertise & Qualifications
- Licensed CPA (Pennsylvania); 40+ years public accounting including BDO partner roles; Audit Committee Financial Expert designation.
- Senior finance leadership (public company CFO) and board audit/compensation committee experience at PENN, aligning with VPG’s audit oversight needs.
- Degree: Bachelor of Business Administration, Temple University.
Equity Ownership
| Holder | Common Shares Owned | RSUs Scheduled to Vest within 60 Days | Class B Shares | Ownership % of Common | Pledged Shares |
|---|---|---|---|---|---|
| Saul V. Reibstein | 21,300 | 2,471 | 0 | ~0.17% (21,300 ÷ 12,234,453) | None; pledging prohibited by policy. |
| Notes | Common shares outstanding: 12,234,453 as of Mar 24, 2025; percentage is approximate; proxy denotes “<1%” for individual directors. |
Governance Assessment
- Strengths: Independent non-exec Chair with deep audit credentials and SEC-defined financial expert status; chairs Audit Committee; documented robust insider trading policy prohibiting hedging/pledging; adoption of Dodd-Frank-compliant clawback policy; strong say-on-pay support (~99% approval in 2024) signaling investor alignment.
- Compensation alignment: Director pay mix skewed to cash retainer plus time-based RSUs; no performance-linked equity for directors, limiting pay-for-performance risk while maintaining equity alignment.
- Engagement: Board met six times; directors met attendance thresholds and annual meeting attendance expectations; policy expects future annual meeting attendance.
- Potential red flags/risks: Concentrated voting power via Class B stock and voting agreements controlled by Zandman family (up to ~35.1% total voting power), which can heighten influence over board outcomes; retirement age policy waivers for directors over 75 (including Reibstein), though disclosed and approved by Board. No related-party transactions disclosed involving Reibstein; late Section 16 filings noted for other directors (Lorber, Swersky Sofer).
Overall, Reibstein’s audit expertise and independent Chair role support board effectiveness; the principal governance risk arises from VPG’s dual-class and voting arrangements, not from Reibstein-specific conflicts.