Renee Booth
VISHAY INTERTECHNOLOGYAbout Dr. Renee B. Booth
Independent director since 2022; age 66; Class I nominee with term expiring 2028. President of Leadership Solutions, Inc. (founded 1999), an HR consulting firm focused on leadership assessment and development; prior senior HR and human capital roles at Watson Wyatt (Eastern Regional Practice Leader), ADVANTA (SVP Corporate HR), and Hay Management Consultants. Education: BA in psychology (University of Maryland), MS and PhD in industrial/organizational psychology (Pennsylvania State University). Brings deep expertise in leadership, organizational development, and human capital to Vishay’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leadership Solutions, Inc. | President | Since 1999 | Boutique HR consulting; leadership assessment, selection, development, motivation |
| Watson Wyatt Worldwide | Eastern Regional Practice Leader, Human Capital Group | Not disclosed | Led practice; human capital strategy and assessment |
| ADVANTA Corporation | SVP, Corporate Human Resources | Not disclosed | Enterprise HR leadership |
| Hay Management Consultants | Senior positions | More than a decade | Organizational design and compensation consulting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Institute (Philadelphia) | Board of Trustees; Executive Committee member; Chair of Education Committee; past Chair of Compensation Committee | Not disclosed | Governance, education oversight, executive committee experience |
| Kenexa (acquired by IBM) | Director; Chair of Compensation Committee | Prior to acquisition | Public company board compensation oversight |
Board Governance
- Independence: Board affirmatively concluded Dr. Booth is independent under NYSE standards .
- Committee memberships: Member, Compensation Committee (named in the Compensation Committee report); expected to become Chair of the Compensation Committee following the 2025 Annual Meeting (upon Timothy Talbert’s term expiry) .
- Attendance and engagement: Board met 8 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors hold regular executive sessions; Board committees met as follows in 2024: Audit (9), Nominating & Corporate Governance (4), Compensation (6) .
- Governance practices: Director ownership guideline equal to 5x annual cash retainer (5-year phase-in); hedging and pledging prohibited; clawback policy adopted Aug 15, 2023 for executive incentive compensation; all three key board committees composed entirely of independent directors .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Paid semi-annually |
| Committee membership fees | $10,000 | Compensation Committee member fee; total fees earned and paid in cash for Booth = $80,000 |
| RSU annual grant (grant-date fair value) | $168,202 | RSUs granted first trading day of year; fair value under ASC 718; cliff vest in 3 years; acceleration on change-in-control |
| Total 2024 director compensation | $248,202 | Cash + stock grant |
Plan design for non-employee directors: Audit member $12k ($30k chair), Compensation member $10k ($20k chair), NCG member $5k ($15k chair); annual RSUs with target incentive value $180k divided by prior-year close, 3-year cliff vest (or prorata on earlier cessation other than for cause), CoC acceleration .
Performance Compensation (Director)
| Equity Award Feature | Terms |
|---|---|
| Annual RSUs | Granted first trading day of year; cliff vest in 3 years; fair value recorded per ASC 718 |
| Change-in-control | RSU vesting accelerates on a change-in-control |
| Outstanding RSUs at 12/31/2024 | 24,084 units for Booth |
No performance-based (PSU) metrics disclosed for non-employee directors; awards are time-based RSUs with specified vesting and CoC acceleration .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dr. Booth .
- Prior public company board: Kenexa (Compensation Committee Chair; company later acquired by IBM) .
- Shared directorships/interlocks: None disclosed involving Dr. Booth; related-party transactions disclosed for other insiders; none involving Booth or Leadership Solutions, Inc. .
Expertise & Qualifications
- Industrial/Organizational psychology (MS/PhD), leadership assessment, executive development, compensation committee leadership experience (Kenexa), and significant nonprofit governance experience (Franklin Institute) .
- Board skills listed: Leadership, complementary industry exposure, global, HR .
Equity Ownership
| Holder | Common Shares Owned | % of Class | Class B Shares | Voting Power | RSUs Outstanding |
|---|---|---|---|---|---|
| Dr. Renee B. Booth | 8,166 | <1% | — | <1% | 24,084 (as of 12/31/2024) |
Director Stock Ownership Guidelines compliance status (as of Jan 2, 2025): Compliant .
Restrictions: Formal policy prohibits hedging and pledging by directors and officers .
Governance Assessment
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Strengths and investor-confidence signals:
- Independent director with deep HR and leadership expertise; adds human capital rigor to board and executive oversight .
- Member of the Compensation Committee and expected to assume Chair role—positive for compensation governance continuity and independent oversight .
- Compliant with director ownership guidelines (5x retainer), aligning incentives with shareholders; RSU-based annual grants reinforce alignment .
- Robust policies: anti-hedging/pledging, independent committees, clawback policy (for executives), regular executive sessions .
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Potential conflicts and related-party exposure:
- No related-party transactions disclosed involving Dr. Booth or Leadership Solutions, Inc.; related-party relationships disclosed for other insiders only .
- No share pledging or hedging permitted by policy, mitigating alignment risks .
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Attendance and engagement:
- Board held 8 meetings in 2024; all directors met the ≥75% attendance threshold; committees active (Audit 9; NCG 4; Compensation 6), indicating engaged governance processes .
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RED FLAGS:
- None identified specific to Dr. Booth in the latest proxy (no related-party transactions, no hedging/pledging, guideline compliance). Broader governance considerations include concentrated voting control by certain Class B holders, but not attributable to Booth’s role .