Joel Smejkal
VISHAY INTERTECHNOLOGYAbout Joel Smejkal
President and CEO of Vishay Intertechnology since January 1, 2023; age 58; joined Vishay in 1990 with leadership roles spanning engineering, marketing, operations, and sales; inventor credited on 18 U.S. patents related to Power Metal Strip resistor technology; elected to the Board and the Executive Committee concurrent with CEO appointment (Class I director; term expiring 2028) . Under his tenure, performance-based bonus metrics tied to adjusted EBITDA margin and adjusted gross profit margin paid 0% in 2024 as profitability compressed (Adjusted EBITDA margin: 22.1% → 19.5% → 10.8% in 2022–2024; Adjusted Gross Margin 22.5% in 2024; Adjusted Net Earnings fell to $65.7m in 2024), while TSR (vs 2019 base) declined from 121.56 in 2023 to 87.59 in 2024, aligning incentive outcomes with weaker operating results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vishay Intertechnology | Executive Vice President – Corporate Business Development | 2020–2022 | M&A and growth initiatives at corporate level |
| Vishay Intertechnology | Executive Vice President and Business Head – Passive Components | 2017–2020 | Led divisional strategy, operations, and go-to-market in passives |
| Vishay Intertechnology | Senior Vice President – Global Distribution Sales | 2012–2016 | Scaled global channel relationships and revenue execution |
| Vishay Intertechnology | Engineering/Marketing/Operations/Sales roles; product developer | 1990–2011 | 18 U.S. patents on Power Metal Strip resistor technology; product and platform innovation |
External Roles
No external public-company directorships disclosed in the proxy statement .
Board Service & Governance
- Board: Director since 2023; Class I nominee for term expiring 2028; not independent; member, Executive Committee .
- Structure: Roles of Executive Chairman (Marc Zandman) and CEO are separated; independent directors meet in regular executive sessions; Audit, Compensation, and Nominating/Governance committees are composed entirely of independent directors .
- Attendance: Board met eight times in 2024; each director attended at least 75% of meetings of the Board and committees on which they served .
- Employee directors are not separately compensated for Board service (no director retainers/fees paid to Smejkal) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 900,000 | 936,000 |
| All Other Compensation ($) | 33,611 | 30,416 (car, 401(k) match, GTL imputed income) |
| Total Reported Compensation ($) | 4,773,050 | 5,451,180 |
2025 updates:
- Base salary increased to $1,029,600 (approx. +10%) .
- Target annual cash bonus remains 130% of base salary for 2025 .
Performance Compensation
2024 Annual Bonus Design and Outcome (CEO)
| Metric | Achieved (% of salary) | Target (% of salary) | Maximum (% of salary) | Notes |
|---|---|---|---|---|
| Adjusted EBITDA Margin | 0.0% | 39.0% | 78.0% | 2024 Adjusted EBITDA margin 10.8% vs 18.7% budget → 0% payout |
| Adjusted Gross Profit Margin | 0.0% | 26.0% | 52.0% | 2024 Adjusted GP margin 22.5% vs 28.0% budget → 0% payout |
| Transformation Scorecard | 65.0% | 32.5% | 65.0% | Strategic and change management milestones |
| Individual Scorecard | 65.0% | 32.5% | 65.0% | IR, customer/distributor engagement, capital allocation, culture |
| Total Bonus as % of Salary | 130.0% | 130.0% | 260.0% | Resulting bonus paid: $1,216,800 |
Design guardrails: cash bonus metrics use capped curves (50% payout at 90% of target; 100% at target; 200% at 120% of target) to dampen risk-taking .
Equity Awards
| Grant Year | Instrument | Quantity | Vesting / Performance | Valuation Detail |
|---|---|---|---|---|
| 2024 | Time-vested RSUs | 93,907 | Vests in 3 equal tranches on Jan 1 of 2025, 2026, 2027 (acceleration on certain terms) | Part of $3,267,964 2024 stock awards; time-vested valued at grant price adj. for dividends |
| 2024 | PBRSUs (rTSR vs S&P MidCap 400) | 93,907 target | 3-year window ending 12/31/2026; 0–200% payout; acceleration rules apply | Monte Carlo fair value; max 200% at ≥140% rTSR |
| 2025 | Time-vested RSUs | 208,333 | Vests in 3 equal tranches in 2026–2028 (acceleration on certain terms) | — |
| 2025 | PBRSUs (rTSR vs S&P SmallCap 600) | 208,333 target | 3-year window ending 12/31/2027; 0–200% payout | — |
Company generally does not grant stock options or SARs; equity mix is RSUs and PBRSUs (performance- and market-based) .
Pay-vs-Performance Context (Company-level; informs incentive calibration)
| Metric | 2023 | 2024 |
|---|---|---|
| TSR – Value of $100 (2019 base) | 121.56 | 87.59 |
| GAAP Net Income (Loss) ($m) | 323.8 | (31.2) |
| Adjusted Net Earnings ($m) | 342.2 | 65.7 |
| Adjusted EBITDA Margin (%) | 19.5% | 10.8% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 75,738 common shares; <1% of class and voting power |
| Unvested RSUs (time-vested) | 136,232 as of 12/31/2024 |
| Unvested PBRSUs | 80,402 at “threshold” display as of 12/31/2024 (2022 PBRSUs at “maximum” based on period-to-date) |
| Upcoming Vesting Cadence | Time-vested RSUs generally vest Jan 1 in equal thirds (e.g., 2025/2026/2027 tranches), creating seasonal vesting supply and potential tax-withholding sales |
| Executive Stock Ownership Guidelines | CEO must hold ≥3x base salary; compliance measured annually; Smejkal: Compliant |
| Hedging/Pledging | Prohibited for directors/officers/employees and covered persons (no hedging, short sales, publicly traded options, or pledging) |
Note: Employee directors are not paid director retainers; equity awards above reflect executive LTIs, not director compensation .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreements | 2024 Executive Employment Agreements standardize features across NEOs (excl. Zandman) |
| Annual Bonus Target | CEO: 130% of base salary (2024 result 130%; 2025 target remains 130%) |
| Equity Awards | From 2023 onward, no single-trigger vesting upon change in control; double-trigger if awards are assumed/continued and termination without cause or for good reason occurs within the protection period; if not assumed/continued, vest at change in control (performance at target or actual-to-date if greater) |
| Severance (Without Cause / Good Reason) | Base salary continuation for 36 months; earned prior-year bonus; pro-rata current-year bonus; paid as lump sum if termination within 16 months post-change in control |
| Non-compete/Non-solicit | Customary covenants effective for 1–2 years post-termination depending on role |
| Clawback | NYSE/Dodd-Frank-compliant clawback adopted Aug 15, 2023; recoups incentive compensation tied to financial reporting measures for 3 prior fiscal years upon restatement |
| Excise Tax Gross-up | None |
Related Party and Other Governance Considerations
- Related party employment: CEO’s daughter (Morgan Stanley) employed as Manager of Distribution Sales; 2024 compensation $121,524; disclosed and governed by Related Party Transaction Policy .
- Concentrated voting control via dual-class structure: 44.4% of total voting power controlled by Ruta Zandman (solely or jointly) and 35.3% by Marc Zandman and 35.3% by Ziv Shoshani (solely or jointly) as of record date; oversight implications for minority investors .
- Say-on-Pay support: >94% approval in 2024, indicating broad shareholder backing of current pay design .
Investment Implications
- Incentive alignment: 2024 bonus paid 0% on financial metrics and 130% overall only via transformation/individual scorecards, demonstrating discipline in pay-for-performance amid margin compression; continued use of three-year rTSR PBRSUs adds external performance alignment and reduces windfall risk .
- Supply/overhang and selling pressure: Large multi-year RSU/PBRSU grants (e.g., 2024: 187,814 units; 2025: 416,666 units at target) with January 1 vesting cadence may create periodic vest-related sell pressure (primarily tax withholding) near vest dates .
- Retention and costs: Strong severance (3x salary plus bonus components) and double-trigger CIC protections reduce flight risk but elevate termination cost; no excise tax gross-up and robust clawback/anti-hedging-pledging policies are shareholder-friendly .
- Governance balance: Separation of Chair/CEO roles and independent key committees support oversight; however, dual-class control and familial relationships warrant ongoing monitoring of related-party rigor and strategic capital allocation .
- Execution risk: 2024 profitability and TSR deterioration vs 2023 places greater weight on 2025–2027 execution of customer-focused transformation, capacity expansion, and capital allocation to restore adjusted EBITDA margins and free cash generation (key metrics embedded in incentive plans) .
Appendices
CEO Compensation Mix (Select Years)
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | 2,518,241 | 3,267,964 |
| Cash Bonus ($) | 1,321,198 | 1,216,800 |
CEO Equity Awards Outstanding (12/31/2024)
| Type | Shares/Units | Market/Payout Value Basis |
|---|---|---|
| Unvested RSUs (time-based) | 136,232 | Vests 2025/2026/2027; closing price ref $16.94 used in proxy tables |
| Unvested PBRSUs | 80,402 | Shown at threshold; 2024 PBRSUs measured to 12/31/2026 |