Marc Zandman
Executive Chairman of the Board and Chief Business Development Officer at 
VISHAY INTERTECHNOLOGY
VISHAY INTERTECHNOLOGYExecutive
Board
About Marc Zandman
Executive Chairman of the Board, Chief Business Development Officer (CBO), and President of Vishay Israel Ltd.; age 63; Vishay director since 2001 and a son of the late founder Dr. Felix Zandman . Dual-role governance: Executive Chairman (not independent) with CEO role separated since 2004; independent committees and regular executive sessions mitigate independence concerns . 2024 performance context: adjusted EBITDA margin fell to 10.8% (from 19.5% in 2023 and 22.1% in 2022), adjusted net earnings declined to $65.7M, and free cash was negative $143.4M; rTSR is used in PBRSUs and compensation actually paid decreased amid stock price decline . Voting power: controls ~35.3% of total voting power via Class B shares (primarily through a family trust) aligning incentives with long-term equity value .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vishay Intertechnology | President, Vishay Israel Ltd. | 1998–present | Leads significant R&D and manufacturing in Israel; deep operational familiarity |
| Vishay Intertechnology | Executive Chairman; CBO | Chairman: post-founder transition; CBO ongoing | Strategic direction and acquisition oversight |
| Vishay Intertechnology | Vice Chairman of the Board | 2003–Jun 2011 | Board leadership continuity through founder transition |
| Vishay Intertechnology | Chief Administration Officer | 2007–Jun 2011 | Corporate administration and oversight |
| Vishay Intertechnology | Group VP, Vishay Measurements Group | 2002–2004 | Business unit leadership and integration |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vishay Precision Group (VPG) | Director; Non‑Executive Chairman | Director: 2010–2025; Chairman: 2010–2022 | Spin-off continuity; governance and strategy at related industry peer |
Board Governance (service history, committees, dual‑role implications)
- Board service: Director since 2001; Class III term expiring 2027; age 63 .
- Committee roles: Chair, Executive Committee; Chair, Equity Award Committee; active Board leadership with CEO also on Board .
- Independence: Executive Chairman (non‑independent); Board maintains independent Audit, Compensation, and Nominating/Corporate Governance Committees; eight Board meetings in 2024 with ≥75% attendance by each director .
- Dual-role implications: Separation of Chairman and CEO since 2004; independent director executive sessions and committee composition mitigate oversight concerns despite family voting control .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary (USD) | $1,220,383 | $1,156,007 | $1,184,803 | Denominated in ILS; USD shown at avg FX |
| Annual Cash Bonus (Actual) | $3,661,149 | $3,421,960 | $656,520 | Formula: 1.0% of adjusted net earnings; cap 3× salary |
| All Other Compensation (Key items) | $569,748 | $480,537 | $421,822 | Includes $100k deferred comp contribution; car; Israeli statutory benefits; medical; phantom dividend equivalents |
- 2025 base salary: ILS 4,563,312 (~$1,230,000) .
- Bonus policy (ongoing): 1.0% of adjusted net earnings, capped at 3× base salary .
Performance Compensation
| Component | Grant Detail | Metric | Target/Range | Payout/Vesting | Notes |
|---|---|---|---|---|---|
| Time‑vested RSUs (2024) | 31,047 units | Service | N/A | 1/3 on Jan 1, 2025; 1/3 on Jan 1, 2026; 1/3 on Jan 1, 2027 | Accelerated service vesting upon certain events; performance remains |
| PBRSUs (2024) | 31,047 target units | rTSR vs S&P MidCap 400 | 0–200% | 3‑yr measurement ending Dec 31, 2026; payout scale tied to relative TSR | Monte Carlo grant‑date fair value mechanics |
| Phantom Stock Units (2024) | 5,000 units | Termination event | N/A | Settles in shares at termination; dividend equivalents accrue | Contractual annual grant |
| RSUs (2025) | 43,511 time; 43,511 PBRSUs | rTSR vs S&P SmallCap 600 (PBRSUs) | 0–200% | Three-year period ending Dec 31, 2027; time-based tranches 2026–2028 | 50% of equity grant performance‑based |
- Allocation constraint: at least 50% and up to 75% of annual equity award must be performance‑vesting under his employment agreement (effective 2024 allocation discretion) .
- 2021/2022 PBRSUs: 2021–2023 period achieved 198% of target (100% payout); 2022–2024 period achieved 116% (100% payout) .
- 2024 corporate metrics (for bonus calibration reference and NEOs): adjusted EBITDA margin 10.8% (vs 18.7% budget, 0% payout on that component for NEOs); adjusted gross margin 22.5% (vs 28.0% budget, 0% payout on that component for NEOs) .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership | 8,618,334 Class B shares (primarily via family trust; plus 750 directly and 750 via child) |
| Voting Power | ~35.3% of total company voting power |
| Unvested RSUs (12/31/2024) | 73,678 time‑vested; 88,263 PBRSUs (performance shown at max for 2022 grants, threshold for 2023/2024) |
| Phantom Stock Units (12/31/2024) | 127,576 units; indicative value $2,161,137 at $16.94 closing price |
| Deferred Compensation Balance | $5,450,154 (company contributions: $100,000 in 2024) |
| Hedging/Pledging | Prohibited for directors and officers under Securities Trading Policy |
- Ownership structure: Co‑trustee with shared voting power; agreement requires trust‑controlled shares to be voted to elect co‑trustees as directors—reinforces continuity of board representation .
- Executive stock ownership guidelines apply to CEO/CFO/EVPs; compliance status disclosed for Covered Executives (not including Executive Chairman) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Original 2004 agreement; allocation of equity awards: ≥50% and up to 75% performance‑vesting; annual phantom stock grant (5,000 units) |
| Severance (without cause/good reason/any termination after age 62) | 3 years salary continuation; 5,000 common shares annually for 3 years; year-of-termination bonus; prior year earned bonus; $1.5M lump sum; lifetime life insurance benefit (self‑insured); service‑based vesting deemed satisfied; medical benefits continuation (lifetime up to $50,000 premium value post‑62); performance vesting generally remains |
| Disability/Death | Disability treated as termination without cause; illustrative annual disability payment ≈$1,967,000 for ~3.9 years to statutory retirement age; death triggers accrued comp payout, phantom stock, deferred comp, medical and death benefits (3× salary while employed) |
| Restrictive Covenants | Customary non‑compete, non‑solicit, non‑disparagement, and confidentiality covenants (duration not specified) |
| Clawback Policy | Adopted Aug 15, 2023; recoups erroneously awarded incentive compensation tied to financial reporting measures for prior three fiscal years upon accounting restatement |
| Change‑in‑Control (CIC) | Pre‑2023 awards auto‑vest upon CIC; post‑2023 awards (NEOs other than Mr. Zandman) require double‑trigger if assumed/continued; if not assumed/continued, vest at target or actual performance through CIC date; time‑based vesting deemed satisfied at retirement age events |
Multi‑Year Compensation Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (USD) | $1,220,383 | $1,156,007 | $1,184,803 |
| Stock Awards (grant‑date fair value) | $1,448,072 | $1,845,859 | $1,197,986 |
| Non‑Equity Incentive Plan Comp | $3,661,149 | $3,421,960 | $656,520 |
| Change in Pension/Deferred Comp Earnings | – | – | $47,402 |
| All Other Compensation | $569,748 | $480,537 | $421,822 |
| Total | $6,899,352 | $6,904,363 | $3,508,533 |
Vesting and Outstanding Equity Detail (as of 12/31/2024)
| Grant Type | Units/Value | Vesting/Measurement |
|---|---|---|
| Unvested Time‑vested RSUs | 73,678 units; $1,248,105 market value at $16.94 | 1/3 each Jan 1, 2025–2027 (service) |
| Unvested PBRSUs | 88,263 units; $1,495,176 market/payout value at $16.94 | 2022 shown at max; 2023/2024 shown at threshold; performance‑based vesting per program |
| Phantom Stock Units | 127,576 units; $2,161,137 value at $16.94 | Settles at termination; accrues dividend equivalents |
| 2024 RSU Grants | 31,047 time; 31,047 PBRSUs | Time tranches 2025–2027; PBRSUs measured 2024–2026 |
| 2025 RSU Grants | 43,511 time; 43,511 PBRSUs | Time tranches 2026–2028; PBRSUs measured 2025–2027 |
Performance & Track Record Signals
- Pay vs Performance alignment: CEO and NEO compensation actually paid declined in 2024 due to lower incentive outcomes and stock price; company-selected metric is Adjusted Net Earnings for pay vs performance .
- 2024 operating metrics: adjusted EBITDA margin 10.8% (down YoY), adjusted gross profit margin 22.5%, adjusted net earnings $65.7M, and free cash $(143.4)M indicating cyclical pressure and investment/capacity impacts .
- Program design: rTSR‑based PBRSUs, adjusted net earnings bonus formula for Mr. Zandman, clawback, and hedging/pledging prohibitions support alignment and risk control .
- Say‑on‑pay: 94% approval in 2024; Compensation Committee retains FW Cook; peer group calibrates pay competitiveness .
Compensation Structure Analysis
- Mix shift: Equity grants continue with at least half performance‑vesting (PBRSUs) for Mr. Zandman; Vishay generally does not grant options/SARs, favoring RSUs and PBRSUs (lower risk than options) .
- Guaranteed vs at‑risk: Cash bonus for Mr. Zandman formulaic (1% adjusted net earnings; capped), equity is heavily performance‑conditioned—at‑risk pay remains significant .
- Metric rigor: rTSR measured vs mid/small‑cap indices; adjusted net earnings/free cash were prior PBRSU metrics—achieved 100% payouts with performance results of 198% and 116% of targets for 2021–2023 and 2022–2024 cycles .
- Clawback and no CIC gross‑ups: Clawback in place; no excise tax gross‑ups upon CIC .
Related Party Transactions and Red Flags
- Voting control: Family trust co‑trustees (Ruta Zandman, Marc Zandman, Ziv Shoshani) with shared voting power and agreements to vote for co‑trustees—concentrated control risks but disclosed governance mitigants .
- VPG interlocks: Historically served on VPG’s board; as of May 21, 2025 there will be no common board members between Vishay and VPG .
- Hedging/Pledging: Prohibited for covered persons (reduces misalignment risk) .
- Consultant independence: FW Cook engaged; independence assessed with no conflicts found .
Equity Ownership & Alignment Table
| Ownership Item | Quantity/Percent |
|---|---|
| Class B Shares Beneficially Owned | 8,618,334 shares |
| Common Shares Beneficially Owned | – (none disclosed) |
| Voting Power Controlled | 35.3% |
| Phantom Stock Units | 127,576 units; $2,161,137 value at $16.94 |
| Unvested Time RSUs | 73,678; $1,248,105 at $16.94 |
| Unvested PBRSUs | 88,263; $1,495,176 at $16.94 |
| Deferred Comp Balance | $5,450,154 |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: >94% support; committee maintained approach given endorsement .
- Advisory votes at 2025 meeting: Board recommends “FOR” NEO compensation and “ANNUALLY” on vote frequency .
Compensation Peer Group (Benchmarking)
- Representative peers used by FW Cook include Advanced Energy Industries, Amkor Technology, Belden, Coherent, CommScope, Diodes, Fabrinet, First Solar, Hubbell, IPG Photonics, Itron, Juniper Networks, Littelfuse, MKS Instruments, Sensata, Silicon Laboratories, TTM Technologies, Ultra Clean, Viasat .
Investment Implications
- Alignment: Significant family Class B ownership (35.3% voting power) and long‑tenured leadership align incentives with long‑term value creation; hedging/pledging prohibitions and clawback reinforce alignment .
- Retention and supply overhang: Large unvested RSU/PBRSU balances and phantom stock units settling only at termination reduce near‑term selling pressure; substantial severance economics post‑62 increase transition optionality but also smooth succession risk .
- Pay‑for‑performance: Bonus directly tied to adjusted net earnings; PBRSUs linked to rTSR support investor‑aligned outcomes; however, 2024 margin compression and negative free cash highlight execution risk on transformation and capacity plans .
- Governance: Separated CEO/Chairman roles, independent committees, and regular executive sessions mitigate dual‑role/controlled voting concerns, though concentrated voting power remains a structural consideration for minority investors .