Raanan Zilberman
VISHAY INTERTECHNOLOGYAbout Raanan Zilberman
Independent Class II director at Vishay Intertechnology (VSH) since 2017; age 64 as of March 24, 2025; former CEO of multiple multinational companies with deep M&A and operating experience, including prior service as President of Vishay’s transducers business (2002–2004) and CEO roles at Caesarstone, Eden Springs, Danone Springs, and Tedea Huntleigh . Determined independent under NYSE standards; board met eight times in 2024 with each director attending at least 75% of applicable meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caesarstone Ltd. (Nasdaq) | Chief Executive Officer | Feb 2017–Mar 2018 | Led a listed multinational surfaces manufacturer |
| Eden Springs (Europe) | Chief Executive Officer | 2008–2016 | Built provider of water/coffee services via acquisitions he led |
| Danone Springs (JV: Danone & Eden) | Chief Executive Officer | 2005–2007 | Ran pan-European water production/distribution JV |
| Tedea Huntleigh (TASE) | Chief Executive Officer | 2000–2002 | Electromechanical sensors; later acquired by Vishay |
| Vishay Intertechnology | President, Transducers Business | 2002–2004 | Formed from five acquisitions; direct Vishay operating experience |
| Tadiran Appliances (Carrier subsidiary) | Chief Operating Officer | 1997–1999 | Operations leadership in appliances |
External Roles
| Organization | Role | Status |
|---|---|---|
| Current public-company directorships | — | None disclosed beyond VSH |
| Prior public-company leadership | CEO, Caesarstone Ltd. | Former; not currently serving |
Board Governance
- Committee memberships: Audit Committee member (listed in Audit Committee report); Nominating & Corporate Governance Committee member (as shown in director committee matrix) .
- Chair roles: None indicated for Zilberman .
- Independence: Affirmed by Board’s annual review under NYSE standards .
- Attendance: Board met 8 times in 2024; each director attended ≥75% of board and committee meetings .
- Committee activity: 2024 meetings — Audit 9; Nominating & Corporate Governance 4; Compensation 6; Executive Committee 1 formal (plus informal) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer + committee fees (USD) | $87,000 | $87,000 |
| Director fee structure (policy) | Retainer $70,000; Audit member +$12,000 (chair +$30,000); Compensation member +$10,000 (chair +$20,000); NCG member +$5,000 (chair +$15,000) | Same structure as 2023 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual RSU grant policy (non-employee directors) | RSUs with “incentive value” $180,000 divided by prior year-end close; cliff vest at 3 years; accelerated upon change-in-control; grants on first trading day of year | Same policy; “incentive value” $180,000; vesting and acceleration terms consistent |
| Stock awards – grant-date fair value to Zilberman (USD) | $169,988 | $168,202 |
| Outstanding stock awards (units) | 25,266 (as of 12/31/2023) | 24,084 (as of 12/31/2024) |
- Director equity is time-based RSUs; no options or performance-vesting awards disclosed for directors. Vest accelerates on change-in-control for director RSUs; no discretionary meeting fees; equity calculated mechanically per policy .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Caesarstone Ltd. | Former CEO (2017–2018) | No VSH-related transactions disclosed; no current directorship indicated |
| Eden Springs / Danone Springs | Former CEO | No related-party transactions disclosed |
| Tedea Huntleigh | Former CEO; company later acquired by Vishay | Historical linkage; no current related-party exposure disclosed |
Expertise & Qualifications
- Leadership and M&A: CEO roles across multiple multinationals; led roll-ups/acquisitions at Eden Springs .
- Electronics/industrial operations: Prior COO at Tadiran Appliances; CEO at Tedea Huntleigh; President of Vishay’s transducers business post-acquisition .
- Vishay-specific insight: Prior Vishay operating role enhances oversight effectiveness .
Equity Ownership
| Ownership Metric | 2024 (Record date 3/25/2024) | 2025 (Record date 3/24/2025) |
|---|---|---|
| Common shares beneficially owned | 16,441; <1% of class and total voting power | 8,230; <1% of class and total voting power |
| Class B shares beneficially owned | None | None |
| Total stock awards outstanding (director RSUs) | 25,266 (as of 12/31/2023) | 24,084 (as of 12/31/2024) |
| Director ownership guideline status | Compliant (5× cash retainer guideline; measured each Jan) | Compliant |
| Hedging/pledging of company stock | Prohibited under Securities Trading Policy (applies to directors and covered persons) |
Governance Assessment
-
Strengths:
- Independence affirmed; active Audit Committee participation supports financial oversight quality .
- Director ownership aligned: compliant with 5× retainer stock ownership guidelines; RSU-based equity creates long-term alignment; hedging/pledging prohibited .
- Consistent attendance threshold met; committees active with robust meeting cadence (Audit 9 in 2024) .
- Shareholder support signals: 2025 say‑on‑pay approved with strong margin (For 212.8M total voting power; broker non-votes 8.66M) .
-
Watch items / potential red flags:
- Concentrated voting control by Class B holders (Ruta Zandman beneficially controls ~44.4% of total voting power), which can influence board composition and decisions; while not a conflict for Zilberman, it shapes governance dynamics .
- Reported common-share beneficial ownership declined year-over-year (16,441 to 8,230), though he remains guideline-compliant and holds RSUs; monitor Form 4s and future proxies for changes in alignment or dispositions .
-
Compensation structure quality:
- Cash + time-based RSUs; no options, no performance-vesting awards for directors reduce risk of misaligned incentives; RSU vest acceleration on change-in-control exists but is standard for director equity at peers .
-
Related-party exposure:
- No Zilberman-specific related-party transactions disclosed; NCG Committee oversees the Related Party Transactions Policy .
-
Committee effectiveness signals:
- Audit Committee composition exclusively independent; Zilberman included in the 2024 and 2025 Audit Committee reports, reflecting continuous engagement in financial oversight .