John Malvisi
VISHAY INTERTECHNOLOGYAbout John Malvisi
Retired Senior Audit Partner at Deloitte & Touche LLP with 35+ years of client service experience; MBA in Public Accounting from Fordham University; age 66; Vishay Intertechnology director since 2023 (Class II; term expires 2026). He served in Deloitte’s M&A Services Group and National Office (Assurance Insights & Analysis and Accounting Research), focusing on quality/risk control and complex reporting issues; previously a Trustee of Catholic Charities of the Archdiocese of New York (2008–2022), including its Audit Committee . The Board has affirmatively determined he is independent and an Audit Committee financial expert; each director attended at least 75% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior Audit Partner; National Office roles (Assurance Insights & Analysis; Accounting Research); M&A Services Group | ~35 years; retired 2021 | Led/consulted on quality and risk control; complex accounting/reporting issues; managed large audit clients in media/entertainment and consumer products |
| Catholic Charities of the Archdiocese of New York | Trustee | 2008–2022 | Audit Committee member |
External Roles
| Organization | Role | Public Company? | Committees |
|---|---|---|---|
| Catholic Charities of the Archdiocese of New York | Trustee | No | Audit Committee |
No other public company directorships are disclosed for Malvisi; Vishay notes only three directors serve on other public boards and no director serves on more than one other public board, with none attributed to Malvisi .
Board Governance
- Committee assignments and leadership:
- Audit Committee: Chair; financial expert designation under SEC rules .
- Other committees: No disclosed membership in Nominating & Corporate Governance or Compensation Committees .
- Independence: Affirmatively determined independent by the Board and meets NYSE independence and financial literacy standards .
- Tenure/class: Class II director; director since 2023; term expires 2026 .
- Attendance and engagement:
- Board met 8 times in 2024; Audit (9), Nominating & Corporate Governance (4), Compensation (6); each director attended at least 75% of meetings of the Board and their committees .
Fixed Compensation
| Component | Policy Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer | $70,000, paid semi-annually | $91,000 (fees earned and paid in cash) for Malvisi |
| Committee fees | Audit Committee member $12,000; Audit Chair $30,000; Compensation member $10,000/Chair $20,000; NCG member $5,000/Chair $15,000 | Included within cash above |
| Equity grant (RSUs) | Annual RSU grant sized at $180,000 incentive value (shares = $180k / prior year close); cliff vest in 3 years or ratably upon earlier cessation (other than for cause); accelerates on change-in-control | $168,202 grant-date fair value for Malvisi |
| Meeting fees | None (no per-meeting fees) | N/A |
| 2024 Director Compensation Mix (Malvisi) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 91,000 | Retainer + committee chair/member fees |
| Stock awards (RSUs) | 168,202 | FASB ASC 718 grant-date fair value |
| Total | 259,202 |
Performance Compensation
- Vishay does not disclose performance-based equity or cash metrics for non-employee directors; director RSUs are time-based with standard vesting/acceleration provisions .
| Performance Metrics for Director Pay | Status |
|---|---|
| Cash bonus metrics | Not applicable to non-employee directors (no director bonuses disclosed) |
| Equity performance conditions (director awards) | None; director RSUs are time-based |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Malvisi |
| Prior public company boards | None disclosed for Malvisi |
| Interlocks (shared boards with competitors/suppliers/customers) | None disclosed for Malvisi |
| Compensation Committee interlocks | Company discloses no interlocks among Compensation Committee members (Malvisi is not on Comp Committee) |
Expertise & Qualifications
- Financial expertise: Board-designated Audit Committee financial expert; meets NYSE financial literacy; deep audit, accounting, and reporting experience .
- Transactional/M&A: Experience in Deloitte’s M&A Services Group; relevant to oversight of acquisitions and complex transactions .
- Governance/risk: National Office risk control background; chairing Audit Committee overseeing auditor independence, ICFR, and cybersecurity risk oversight within Audit remit .
- Education: MBA in public accounting, Fordham University .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership – common shares | 8,929 shares; less than 1% of class and voting power |
| Class B common shares | None disclosed for Malvisi |
| RSUs outstanding (as of Dec 31, 2024) | 7,509 units |
| Director stock ownership guidelines | 5x annual cash retainer; 5-year phase-in |
| Compliance status (as of Jan 2, 2025) | Compliant |
| Hedging/pledging | Prohibited for directors under Securities Trading Policy |
Governance Assessment
- Effectiveness signals:
- Independent director; Audit Chair with SEC “financial expert” status—supports robust oversight of financial reporting, ICFR, auditor independence, and cybersecurity risk .
- Strong ownership alignment: compliant with director stock ownership guidelines; RSUs vesting schedule encourages longer-term alignment; hedging/pledging prohibited .
- Attendance: met minimum 75% threshold; Audit Committee active (9 meetings in 2024), indicating engagement .
- Compensation structure:
- Balanced mix of cash (retainer/committee fees) and time-based equity; no performance-linked director pay reduces risk of short-termism in board oversight .
- Potential conflicts/risks:
- No related-party transactions disclosed for Malvisi; independence affirmed .
- Auditor tenure is long (EY since 1968), but lead partner rotation per SEC rules; as Audit Chair, Malvisi oversees independence and pre-approval policy—mitigates the perceived risk of long auditor tenure .
- Board-level control concentration: significant Class B voting power held by Zandman family/trust co-trustees; not attributable to Malvisi but represents governance context the Audit Chair must navigate .
- Bottom line: Malvisi’s deep audit background and independence, coupled with Audit Chair responsibilities and stock ownership compliance, are positive governance signals for investor confidence. No personal red flags (hedging/pledging, related-party ties, low attendance, or anomalous director pay) are disclosed .