Ruta Zandman
VISHAY INTERTECHNOLOGYAbout Ruta Zandman
Ruta Zandman, age 87, has served on Vishay Intertechnology’s Board since 2001 (Class III; term expires 2027). She is a private stockholder, the widow of founder Dr. Felix Zandman, and holds sole or shared voting power over approximately 44.4% of Vishay’s total voting power; she previously worked at Vishay as a public relations associate from 1993 to May 2011, providing deep historical perspective and continuity to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vishay Intertechnology, Inc. | Public Relations Associate | 1993 – May 2011 | Represented Vishay alongside Dr. Felix Zandman; contributes historical insights to Board deliberations |
External Roles
- No current public company directorships disclosed for Ruta Zandman .
Board Governance
- Independence: Not identified as independent under NYSE standards; independent directors are explicitly listed and do not include Ruta Zandman .
- Committee assignments: None (no Audit, Compensation, Nominating, Equity Award, or Executive Committee roles indicated) .
- Attendance: Board met eight times in 2024; each director attended at least 75% of Board and relevant committee meetings . Committee meeting counts in 2024: Audit 9, Nominating & Corporate Governance 4, Compensation 6; Executive Committee held 1 formal meeting (others informal) .
- Board leadership: Chairman and CEO roles are separated; independent directors hold regular executive sessions .
- Tenure: Director since 2001; Class III term expires 2027 .
- Special age policy: Vishay’s retirement policy bars re-election after age 85, but this does not apply to any person controlling more than 20% of voting power; Ruta controls ~44.4% of total voting power .
Fixed Compensation (Director)
| Component | 2024 Amount | Details |
|---|---|---|
| Annual cash retainer | $70,000 | Paid in two semi-annual installments |
| Additional role-based cash | $150,000 | Director responsible for preserving the memory of Dr. Felix Zandman and corporate history |
| Committee fees | $0 | No committee assignments (Audit $12k/$30k chair; Comp $10k/$20k chair; NCG $5k/$15k chair – not applicable) |
| Meeting fees | $0 | Board does not pay per-meeting fees |
| RSU grant (annual) | $168,202 (grant-date fair value) | Annual RSU grant sized to $180,000 incentive value; RSUs granted first trading day of year; cliff vest in 3 years or ratably upon earlier cessation (other than for cause); accelerates on change-in-control |
| Total 2024 director compensation | $388,202 | Cash $220,000 + Stock awards $168,202 |
As of Dec 31, 2024, total director stock awards outstanding: 24,084 units for Ruta Zandman .
Performance Compensation (Director)
- Directors are not subject to performance-based pay. Equity grants are time-based RSUs; no stock options or SARs granted to directors in 2024; vesting accelerates on change-in-control per plan .
Other Directorships & Interlocks
- Control positions: Ruta, solely or shared with Marc Zandman and Ziv Shoshani, controls ~44.4% of Vishay’s total voting power; she also controls ~35.0% of VPG’s total voting power .
- Historical interlocks: Marc Zandman served on VPG’s board until resignation effective immediately before VPG’s 2025 meeting; Ziv Shoshani resigned from Vishay’s Board on Feb 26, 2025. As of May 21, 2025, there will be no common board members between Vishay and VPG .
- Legacy related-party agreements with VPG (trademark license, transition services, leases, supply agreements) date from 2010 spin-off; company views pricing as arm’s-length; not expected to be material .
Expertise & Qualifications
- Company history and founder’s vision: Provides institutional memory and insight into Vishay’s evolution and operations .
- Voting power and shareholder perspective: As controlling stockholder, brings alignment with long-term ownership interests, but raises oversight and independence considerations .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Voting Power (% of total) |
|---|---|---|---|
| Common Stock | 62,653 | <1% | — |
| Class B Common Stock | 10,849,383 | 89.7% of Class B | 44.4% of total voting power |
| Notes | Includes 8,616,834 Class B shares in a family trust co‑trustee’d by Ruta, Marc, and Ziv, under an agreement requiring trust shares to be voted to support each co‑trustee’s election as director; also includes 2,232,549 Class B shares subject to a voting agreement where Ruta, as Voting Representative, may direct voting . |
Director stock ownership guidelines: 5x annual cash retainer with a 5-year phase-in; Ruta Zandman was compliant as of January 2, 2025 .
Governance Assessment
- Concentrated control and independence: Ruta is not independent and controls ~44.4% of total voting power, with family trust voting commitments to support co‑trustees (Marc and Ziv) as directors. This concentration can limit board independence and heighten entrenchment risk, though it provides continuity and a long-term owner perspective .
- Committee participation and oversight: No committee roles, which reduces direct involvement in audit/compensation/nominating oversight; however, independent committees exist and meet regularly .
- Attendance and engagement: Board met eight times in 2024; all directors attended at least 75% of meetings, indicating basic engagement standards were met .
- Compensation alignment: Director pay includes standard retainer and time-based RSUs; the $150,000 role-specific cash supplement for legacy preservation is atypical and may be viewed as a non-governance-linked perquisite relative to peer norms, but is longstanding and disclosed transparently .
- Related party exposure: Multiple family ties (e.g., Roy Shoshani is Ruta’s nephew and a current EVP/COO- Semiconductors & CTO), and historical VPG agreements and influence warrant continued scrutiny, though the company maintains a Related Party Transactions Policy administered by the NCG Committee .
- Risk mitigants: Formal prohibitions on hedging/pledging by directors and officers; clawback policy for executives; director stock ownership guidelines; independent composition of Audit/Compensation/NCG committees .
Red flags
- Controlling shareholder with voting agreements tied to board elections (family trust obligations to support co‑trustees; potential entrenchment) .
- Family relationships spanning board and management (Marc and Ziv; Roy Shoshani is Ruta’s nephew and an executive), elevating perceived related-party and nepotism risks .
- Non-core director compensation element ($150,000 annual for memorial/corporate history role) may be perceived as a perquisite rather than governance-linked compensation .
Positive signals
- Independent committees with regular meetings and executive sessions; director ownership guidelines with Ruta in compliance; attendance thresholds met across the Board; formal policies on hedging/pledging and clawbacks .
Implications for investor confidence
- The dual-class structure and concentrated voting control anchored by Ruta Zandman underpin stability but reduce minority shareholder influence; investors should monitor director/management succession, committee independence, and enforcement of related-party policies to mitigate entrenchment and conflict risks .