Timothy Talbert

About Timothy V. Talbert

Timothy V. Talbert is an independent director of Vishay Precision Group (VPG), age 78, serving on the Board since 2010, with an MBA from the University of Notre Dame and a BA in Economics from the University of the Pacific . He retired in 2018 from Lease Corporation of America as SVP of Credit & Originations (since 2000) and President of LCA Bank (since 2006), after prior senior roles at Huntington National Bank and more than 25 years at Comerica Bank; he also serves on the board of Vishay Intertechnology . The Board has determined he is independent, and it waived its age-75 retirement policy to nominate him for re‑election in 2025 given his continued value .

Past Roles

External Roles

Board Governance

• Independence and service: The Board concluded Mr. Talbert is independent; the Board met six times in 2024, and each director attended at least 75% of Board/Committee meetings during their service period .
• Committee roles (2024): Chair, Nominating & Corporate Governance (also presides at executive sessions of non‑management directors); Member, Audit; Member, Compensation .
• Committee meeting cadence (2024): Audit (6), Nominating & Corporate Governance (4), Compensation (2) .
• Board leadership: Non‑executive Chairman (Saul Reibstein); CEO is a Board member; committee-based risk oversight structure in place .
• Retirement policy waiver: Directors generally may not stand for re‑election after 75 absent a waiver; the Board affirmatively waived this policy for Mr. Talbert in 2025 .

Fixed Compensation

• Structure: Non‑employee directors receive an annual Board retainer of $50,000; Committee chair retainers are $15,000 (Audit) and $10,000 (Compensation; Nominating & Corporate Governance) .
• 2024 amounts (actuals from proxy):

Notes: Retainers are paid quarterly in advance and pro‑rated for partial-year service when applicable .

Performance Compensation

• Annual equity: Each non‑employee director was granted time‑vested RSUs valued at $80,000 at the 2024 annual meeting; shares determined by the average closing price over the five trading days prior to grant .
• Vesting: RSUs vest on the earlier of the next annual meeting date or May 21, 2025, contingent on continued service; mid‑year appointees receive pro‑rated grants that vest at the first annual meeting after grant .
• Performance metrics: None disclosed for directors (grants are time‑vested RSUs) .

Other Directorships & Interlocks

• Current: Director, Vishay Intertechnology (VSH) .
• Historical: VPG maintains legacy agreements/relationships with Vishay Intertechnology dating to the 2010 spin‑off; the Related Party Transaction Policy is administered by the Nominating & Corporate Governance Committee, with recusals where a member has an interest .
• Implication: Cross‑board service at VSH, combined with historical intercompany agreements, warrants robust related‑party oversight—Mr. Talbert chairs the committee responsible for this policy and presides at executive sessions .

Expertise & Qualifications

• Banking and credit risk leadership: Senior roles in asset‑based lending and equipment leasing at Huntington and Comerica; President of a federally regulated bank (LCA Bank), providing regulatory and accounting rule fluency .
• Public board governance: Prior audit and compensation committee experience; current public company directorship at Vishay Intertechnology .
• Education: BA Economics (University of the Pacific); MBA (University of Notre Dame) .

Equity Ownership

• Shares outstanding reference: 12,234,453 common; 1,022,887 Class B (10 votes/share) as of March 24, 2025 .
• Beneficial ownership (Talbert):

Policy safeguards:

• Hedging and pledging: Company policy prohibits hedging, short sales, transactions in publicly traded options, and pledging of Company securities by directors, officers, employees, and covered family members .

Governance Assessment

• Strengths

  • Independent director with deep credit, banking, and regulatory experience; current public company board service enhances governance perspective .
  • Chairs Nominating & Corporate Governance (presides over non‑management executive sessions), signaling central role in board composition, evaluation, and governance oversight .
  • Related‑party oversight: As committee chair, administers the Related Party Transaction Policy; members must recuse from matters where they or affiliates are involved—important given the VPG/Vishay nexus .
  • Alignment safeguards: Prohibitions on hedging/pledging apply to directors; equity grants via RSUs reinforce at‑risk alignment over the annual cycle .
  • Ownership: Holds 22,871 common shares plus RSUs scheduled to vest; percent of class indicated as “*” (less than 1% as denoted in proxy table legend) .

• Watch items / potential red flags

  • Retirement policy waiver: Board waived the age‑75 limit to renominate Mr. Talbert (age 78), which some investors may view as an entrenchment risk without clear succession planning rationale .
  • Shareholder voting signal: 2025 election support for Mr. Talbert (15.264M For; 5.153M Withheld) shows elevated withhold votes compared to several other nominees, suggesting targeted investor concern about certain directors (e.g., governance, tenure, interlocks) .
  • Interlock sensitivity: Concurrent service on the board of Vishay Intertechnology—coupled with VPG’s historical agreements—heightens the importance of stringent related‑party reviews and recusals to avoid perceived conflicts .

• Shareholder feedback context

  • 2025 Say‑on‑Pay: Passed with 19,609,926 For, 800,046 Against, 7,259 Abstentions (513,148 broker non‑votes), indicating broad support for executive pay; director elections nonetheless showed differentiated support levels by nominee .