belfa20260303_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

☒	Filed by the Registrant
☐	Filed by a Party other than the Registrant

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

BEL FUSE INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

BEL FUSE INC.

TO BE HELD TUESDAY, MAY 26, 2026

To our Shareholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Bel Fuse Inc. (“Bel” or the “Company”) will be held on Tuesday, May 26, 2026, at 11:00 a.m. Eastern Time. Our Board of Directors has determined to hold the Annual Meeting online in a virtual meeting format by remote communication, via live audio webcast. The virtual webcast meeting will afford shareholders the same rights and access as if the meeting were held in person, including the ability to vote shares electronically during the meeting. Shareholders who wish to attend the virtual meeting may register at https://www.cstproxy.com/belfuse/2026 using the control number provided on your Notice of Internet Availability of Proxy Materials.

The Annual Meeting will be held for the following purposes:

To elect two directors for three-year terms as described in the proxy statement.

To ratify the designation of Deloitte & Touche LLP as Bel’s independent registered public accounting firm for 2026.

To approve, on an advisory basis, the executive compensation of the Company’s Named Executive Officers as described in the proxy statement.

To approve the Bel Fuse Inc. 2026 Equity Compensation Plan.

To vote on a shareholder proposal described in the accompanying proxy statement, if properly presented at the Annual Meeting.

To consider and act upon other matters which may properly come before the meeting and/or any adjournment(s) or postponement(s) thereof.

If you are a Class A shareholder of record, you can vote by following the instructions in your Notice of Internet Availability of Proxy Materials (“E-Proxy Notice” or the “Notice”). If your Class A shares are held in “street name,” that is, your shares are held in the name of a bank, broker or other agent, you will receive instructions from the bank, broker or other agent, as your record holder, that must be followed for them to vote your shares.

The E-Proxy Notice, which contains instructions on how to access the notice of annual meeting, proxy statement and annual report on the Internet and, for Class A shareholders of record, how to execute your proxy and vote your shares, is first being mailed to holders of our common stock on or about April 10, 2026. This notice also contains instructions on how to request a paper copy of the proxy materials.

We thank you for your interest in our Company and look forward to your participation at our Annual Meeting.

By Order of the Board of Directors

LYNN HUTKIN, Secretary

West Orange, New Jersey

April 10, 2026

__________________

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE BY INTERNET, TELEPHONE OR MAIL AS PROMPTLY AS POSSIBLE. IF YOU DO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE AT THE MEETING.

THIS NOTICE AND THE ACCOMPANYING PROXY STATEMENT ARE FURNISHED TO THE HOLDERS OF THE COMPANY’S CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE, FOR INFORMATIONAL PURPOSES. HOLDERS OF CLASS B COMMON STOCK ARE NOT ENTITLED TO VOTE AT THE ANNUAL MEETING IN ACCORDANCE WITH THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED.

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 26, 2026:

Our proxy materials including our Notice of Internet Availability of Proxy Materials, Proxy Statement for the 2026 Annual Meeting, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and proxy card are available on the Internet at https://www.cstproxy.com/belfuse/2026

Table of Contents

	Page
About the Annual Meeting	2
Security Ownership of Certain Beneficial Owners	5
Proposal 1: Election of Directors	6
Our Nominees and Continuing Directors	7
Board Qualifications	11
Board Skills Matrix	12
Skills Definitions	12
The Board of Directors; Committees of the Board	13
Board Leadership Structure and Role in Risk Oversight	14
Corporate Governance	14
Governance Highlights	14
Key Governance Materials	15
Insider Trading Policy and Procedures	15
Hedging and Pledging Policy	15
Executive Compensation Clawback Policy	16
Nominating and ESG Committee Matters	16
Audit Committee Matters	18
Transactions with Related Parties	19
Compensation Committee Matters	19
ESG Oversight	20
Shareholder Communications	20
Beneficial Ownership of the Company’s Stock	21
Executive Officers	22
Compensation Discussion and Analysis (CD&A)	23
2025 Compensation Elements	25
2026 Compensation Program	30
Compensation Committee Report	31
Fiscal Year 2025 Compensation Tables	32
Pay Versus Performance	41
Equity Compensation Plan Information	45
Pay Ratio Disclosure	45
Director Compensation	46
Proposal 2: Ratification of the Designation of Deloitte & Touche LLP as Bel’s Independent Registered Public Accounting Firm for 2026	47
Proposal 3: Advisory Vote on the Compensation of our Named Executive Officers	49
Proposal 4: Approval of the 2026 Equity Compensation Plan	49
Proposal 5: Shareholder Proposal	55
Miscellaneous Items	59
Other Matters	59
2027 Annual Meeting; Shareholder Proposals and Nominations	59
Householding of Annual Meeting Materials	59
Annual Report	60
Appendix A – Bel Fuse Inc. 2026 Equity Compensation Plan

BEL FUSE INC.

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 26, 2026

This proxy statement is being furnished to the holders of the Class A Common Stock, par value $0.10 per share (the “Class A Common Stock”), of Bel Fuse Inc. (“Bel” or the “Company”), a New Jersey corporation with its principal executive offices at 300 Executive Drive, Suite 300, West Orange, New Jersey 07052, in connection with the solicitation by the Board of Directors of Bel of proxies to be used at Bel’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”), including at any adjournment(s) or postponement(s) thereof. The Annual Meeting will be held on Tuesday, May 26, 2026 at 11:00 a.m. Eastern Time.

The Board of Directors has opted, as with the 2025 Annual Meeting of Shareholders, to conduct a virtual-only Annual Meeting which will be held online by remote communication. The Board believes that the virtual format provides greater access for shareholders to participate in the Annual Meeting as compared to an in-person meeting held in one geographic location. The virtual meeting format enables consistent opportunities for all shareholders, regardless of their geographic location, to attend the Annual Meeting, thereby facilitating the potential for greater shareholder attendance and engagement. The virtual webcast meeting will afford shareholders the same rights and access as if the meeting were held in person, including the ability to vote Class A shares electronically during the meeting.

You may register for the virtual meeting by visiting https://www.cstproxy.com/belfuse/2026 using the control number provided on your Notice of Internet Availability of Proxy Materials (“E-Proxy Notice” or “Notice”). The E-Proxy Notice is first being sent to shareholders on or about April 10, 2026.

The Board of Directors has fixed the close of business on March 31, 2026 as the date for determining the shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting. As described in the proxy materials, holders of record of our Class A Common Stock, as of the close of business on March 31, 2026 will be able to vote and ask questions during the Annual Meeting. If you are a Class A shareholder of record, you can vote by following the instructions in your E-Proxy Notice. If your shares of Class A Common Stock are held in “street name,” that is, your shares are held in the name of a bank, broker or other agent, you may participate in the Annual Meeting by following the instructions further below.

This proxy statement is also furnished to the holders of Bel’s Class B Common Stock, par value $0.10 per share (the “Class B Common Stock”), for informational purposes. Holders of Class B Common Stock are not entitled to vote at the Annual Meeting in accordance with Bel’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”). As a result, pursuant to the E-Proxy Notice which is first being sent to shareholders on or about April 10, 2026 as described above, we are furnishing this proxy statement to shareholders and, as to holders of the Class A Common Stock, the form of proxy. As used in the remainder of this proxy statement, unless otherwise indicated, the term “shareholders” shall refer to the holders of Bel’s Class A Common Stock.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials to shareholders over the Internet. As a result, beginning on or about April 10, 2026, we sent by mail or e-mail a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report on Form 10-K, over the Internet and how to vote your shares of Class A Common Stock. Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

If you received your proxy materials via e-mail, the e-mail contains voting instructions, including a control number required to vote your shares of Class A Common Stock, and links to the Proxy Statement and the Annual Report on Form 10-K on the Internet. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, Annual Report on Form 10-K, and, as to holders of Class A Common Stock, the proxy card, are enclosed.

If you hold our Class A Common Stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of Class A Common Stock.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Shareholders to be held on May 26, 2026:

About the Annual Meeting

Q: What matters will be voted on at the Annual Meeting?

A: You will be asked to vote on the following proposals:

The election of two directors for three-year terms as described in the proxy statement.

The ratification of the designation of Deloitte & Touche LLP as Bel’s independent registered public accounting firm for 2026.

Approval, on an advisory basis, of the executive compensation of the Company’s Named Executive Officers as described in the proxy statement.

Approval of the Bel Fuse Inc. 2026 Equity Compensation Plan.

Consideration of a shareholder proposal described in the accompanying proxy statement, if properly presented at the Annual Meeting.

Action on any other business as may properly come before the meeting and/or any adjournment(s) or postponement(s) thereof.

Q: How are the proxy materials being delivered?

A: The Notice of 2026 Annual Meeting of Shareholders, this Proxy Statement, the Company’s 2025 Annual Report on Form 10-K and the proxy card (or voting instruction form) are referred to as our “proxy materials.” We are furnishing our proxy materials to certain shareholders over the Internet. Most shareholders are receiving by mail an E-Proxy Notice, which provides general information about the Annual Meeting; the matters to be voted on at the Annual Meeting; the website where our proxy statement and annual report are available for review, downloading and printing; and for our Class A shareholders, instructions on how to submit proxy votes.

To request paper copies of, or an e-mail with links to the electronic versions of, the proxy materials for the Annual Meeting or future annual meetings, please contact us on or before May 15, 2026 to facilitate a timely delivery in one of the following manners:

Internet - Go to https://www.cstproxy.com/belfuse/2026. Follow the instructions to log in and request paper or e-mail copies.

Telephone - Call Continental Stock Transfer’s toll-free number, 1-888-266-6791, using a touch-tone telephone. Follow the instructions to log in and request paper or e-mail copies.

E-mail - Send an e-mail to proxy@continentalstock.com with “Bel Fuse Inc. material request” in the subject line. The e-mail must include:

(a) The 12-digit control number located in the box in the upper right-hand corner on the front of the E-Proxy Notice.

(b) Your preference to receive printed materials via mail or to receive an e-mail with links to the electronic materials.

(d) If you would like this election to apply to the delivery of materials for all future meetings, write the word “Permanent” and include the last four digits of your social security number or tax ID number in the e-mail.

Q: How can I attend the Annual Meeting?

A: To participate in the Annual Meeting by voting and/or asking questions, record and beneficial owners of our Class A Common Stock should visit https://www.cstproxy.com/belfuse/2026. Shareholders of record can enter the 12-digit control number included on your E-Proxy Notice (or on your proxy card, if you requested delivery of paper materials). If you do not have your control number, you may contact Continental Stock Transfer at 917-262-2373 or by e-mail at proxy@continentalstock.com. Beneficial owners who hold shares through a bank, broker or other intermediary, will need to contact their bank, broker or other agent to obtain a legal proxy. You may also contact Continental Stock Transfer at least 72 hours in advance of the Annual Meeting for assistance in obtaining a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer at the above-noted phone number or e-mail address to have a control number generated. Interested persons may also access the Annual Meeting (listen-only) by dialing +1 800-450-7155 (toll-free) within the United States and Canada or by dialing +1 857-999-9155 (standard rates apply) outside the United States and Canada. The passcode for telephone access is 1064693#.

For Class A shareholders logging into the website, you may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting; if you wish to submit a question, you may do so during the meeting by logging into the meeting website, typing your question into the chat box field, and clicking “Submit.”

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 917-262-2373. Technical support will be available beginning at 9:00 a.m. Eastern Time on May 26, 2026, and will remain available until the meeting has ended.

For purposes of this proxy statement, presence in person at the Annual Meeting will mean participation in the Annual Meeting virtually by remote communications.

Q: What is the record date for the Annual Meeting, and who is entitled to vote at the Annual Meeting?

A: The Board of Directors has fixed the close of business on March 31, 2026 as the date for determining the shareholders of record entitled to receive notice of, and to vote at, the Annual Meeting. As described in the proxy materials, holders of record of our Class A Common Stock as of the close of business on March 31, 2026 will be able to vote and ask questions during the Annual Meeting. If you are a Class A shareholder of record, you can vote by following the instructions in your E-Proxy Notice.

This proxy statement is also furnished to the holders of Bel’s Class B Common Stock for informational purposes. Holders of Class B Common Stock are not entitled to vote at the Annual Meeting in accordance with Bel’s Certificate of Incorporation.

See also the Q&A captioned “What constitutes a quorum for purposes of the Annual Meeting, what vote is required to approve each proposal, how are votes counted, what are broker non-votes, and what shares are entitled to vote?”, below.

Q: How do I vote my shares?

A: If you are a Class A shareholder of record, you can vote by:

●

Internet - If you wish to vote using the Internet, you can access the webpage at https://www.cstproxy.com/belfuse/2026 and follow the on-screen instructions or scan the QR code on your E-Proxy Notice with your smartphone. Please have your E-Proxy Notice or proxy card available when you access the webpage. If you vote on the Internet before the Annual Meeting, you do not need to return your proxy card or voting instruction card. Internet voting for shareholders will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 25, 2026.

●

Mail - The E-Proxy Notice provides instructions on how you can request a paper copy of the proxy materials. If you have received a paper proxy card and wish to vote by mail, please sign your name exactly as it appears on your proxy card, date and mail your proxy card in the enclosed envelope. The envelope requires no additional postage if mailed in the United States. Please mail in time to be received by May 25, 2026 at 5:00 pm Eastern Time.

●

At the Virtual Meeting - You may attend the Annual Meeting virtually and once logged in, you will be able to vote online during the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor from the holder of record to be able to attend and vote at the meeting, as described below. If you submit a proxy and then wish to change or vote at the virtual meeting, you will need to revoke the proxy that you have submitted, as described below.

For purposes of this proxy statement, presence in person at the Annual Meeting will mean participation in the Annual Meeting virtually by remote communications.

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. Bel will report the final results in a Current Report on Form 8-K that it will file with the U.S. Securities and Exchange Commission (the “SEC”) after the Annual Meeting.

Q: How do I vote my shares if they are registered in the name of my broker (or “street name”)?

A: If your Class A shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” You should have received proxy materials and voting instructions from your broker, bank or other agent rather than directly from us. You should follow the instructions provided by that organization to ensure that your vote is counted.

If you wish to vote at the Annual Meeting, you must first obtain a valid, legal proxy from your broker, bank or other agent. You may also contact Continental Stock Transfer at least 72 hours in advance of the Annual Meeting for assistance in obtaining a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer at 917-262-2373 or by e-mail at proxy@continentalstock.com to have a control number generated.

Q: Can I change my vote after I return my proxy card? What if I return my signed proxy card but do not provide instructions on how to vote?

A: Any proxy given pursuant to this solicitation may be revoked by the person submitting such proxy at any time before its use by (1) delivering a written notice of revocation addressed to Bel Fuse Inc., Attn: Secretary, 300 Executive Drive, Suite 300, West Orange, New Jersey 07052, (2) voting again by Internet, (3) completing and returning a proxy card bearing a later date or (4) voting during the Annual Meeting. If a proxy is signed but no specification is given, the shares will be voted “FOR” the Board’s nominees to the Board of Directors, “FOR” the ratification of the designation of Deloitte & Touche LLP as Bel’s independent registered public accounting firm for 2026, “FOR” the approval, on an advisory basis, of the executive compensation of the Company’s Named Executive Officers, “FOR” the 2026 Equity Compensation Plan and “AGAINST” the shareholder proposal referenced in Proposal 5 in this proxy statement. With respect to any other matters that properly come before our Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in accordance with the discretion of the holders of the proxy.

Q: Who will bear the costs of soliciting proxies?

A: The entire cost of soliciting these proxies will be borne by Bel. Solicitation of proxies may be made via the Internet, by telephone, by mail or by personal communication by officers, directors and regular employees of the Company. Bel may make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to the beneficial owners of stock held of record by such persons and may reimburse them for their expenses in so doing.

Q: How does the Board recommend that I vote my shares?

A: The Board of Directors recommends that you vote “FOR” the Board’s nominees, “FOR” the ratification of the designation of Deloitte & Touche LLP as Bel’s independent registered public accounting firm for 2026, “FOR” the approval, on an advisory basis, of the executive compensation of the Company’s Named Executive Officers, “FOR” the 2026 Equity Compensation Plan and “AGAINST” the shareholder proposal referenced in Proposal 5 in this proxy statement. With respect to any other matters that properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion. As of the date of this proxy statement, the Board of Directors had no knowledge of any business other than the proposals described in this proxy statement that would be presented for consideration at the Annual Meeting.

Q: What constitutes a quorum for purposes of the Annual Meeting, what vote is required to approve each proposal, how are votes counted, what are broker non-votes, and what shares are entitled to vote?

A: The presence via participation in the virtual webcast meeting or by proxy of holders of a majority of the outstanding shares of the Company’s Class A Common Stock will constitute a quorum for the transaction of business at the Company’s Annual Meeting.

Assuming that a quorum is present, the election of directors (Proposal 1) will be determined by plurality of the votes cast by holders of shares of Class A Common Stock (which means that the nominees who receive the highest number of votes are elected, regardless of whether they receive a majority). You may vote either FOR the respective nominees or WITHHOLD your vote from the respective nominees. Banks, brokers or other nominees do not have discretionary authority to vote on this matter. As a result, abstentions and broker non-votes, if any, will not affect the outcome of the vote on Proposal 1. Holders of Class A Common Stock are not entitled to cumulative voting in the election of directors. Please see the further discussion in this Q&A below regarding broker non-votes.

Approval of Proposal 2 (ratification of the designation of Deloitte & Touche LLP as Bel’s independent registered public accounting firm for 2026) will require the affirmative vote of a majority of the votes cast with respect to such proposal. Proposal 2 is generally considered to be a “routine” matter, which means that banks, brokers or other nominees will have discretionary authority to vote on this matter. Accordingly, no broker non-votes are expected to occur on Proposal 2. We are not required to obtain the approval of our shareholders to select our independent registered public accounting firm. However, if our shareholders do not ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026, the Audit Committee of our Board of Directors values the opinion of our shareholders and will reconsider its appointment, taking the results of this vote into consideration.

Approval of each of Proposal 3, Proposal 4 and, if properly presented at the Annual Meeting, Proposal 5 requires the affirmative vote of a majority of the votes cast with respect to the proposal. Proposal 3 and Proposal 5 are advisory in nature and not binding on the Board or its committees. Proposal 5 is required to be voted upon at the Annual Meeting only if properly presented at the Annual Meeting, and such proposal will not be acted upon at the Annual Meeting if it is not properly presented. Each of Proposal 3, Proposal 4 and Proposal 5 is not considered to be a “routine” matter, which means that banks, brokers or other nominees do not have discretionary authority to vote on each of those matters. Accordingly, broker non-votes will occur on those proposals.

A majority of the votes cast means that the number of shares voted “for” a proposal must exceed the number of votes cast “against” the proposal. For purposes of determining the votes cast with respect to any matter presented for consideration at the Annual Meeting, only those cast “for” or “against” will be included. Abstentions and broker non-votes will be counted only for the purpose of determining whether a quorum is present at the Annual Meeting. As a result, abstentions and broker non-votes, if any, on Proposals 2, 3, 4 and 5, will not affect the outcome of the votes on these proposals.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal and generally occur because the broker (1) does not receive voting instructions from the beneficial owner and (2) lacks discretionary authority to vote the shares. Brokers and other nominees have discretionary authority to vote on Proposal 2, the ratification of our independent registered public accounting firm, for beneficial owners who have not provided voting instructions. However, without voting instructions from the beneficial owners, brokers cannot vote on “non-routine” proposals, including all of the proposals other than Proposal 2.

Holders of record of the Class A Common Stock at the close of business on March 31, 2026 (the record date fixed by the Board of Directors) will be entitled to receive notice of, and to vote at, the Annual Meeting. At the close of business on the record date, there were 2,115,263 shares of Class A Common Stock outstanding. Shares of Class A Common Stock carry one vote per share, while shares of Class B Common Stock have no voting rights.

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information with respect to the beneficial owners of more than five percent (5%) of our voting securities known by the Company.

The Company’s management is not aware of any individual or entity that owned of record or beneficially more than 5% of the Class A Common Stock as of the record date other than Daniel Bernstein, Brown Advisory Inc. and GAMCO. Daniel Bernstein is Chairman of the Board of Directors of the Company. The business address for Daniel Bernstein is 300 Executive Drive, Suite 300, West Orange, New Jersey 07052. The table below provides information regarding the beneficial ownership of Class A Common Stock by Brown Advisory Inc. and GAMCO. For information regarding the number of shares of our common stock beneficially owned by Daniel Bernstein, see “Election of Directors - Beneficial Ownership of the Company’s Stock”.

For purposes of the following table, beneficial ownership is determined in accordance with the applicable SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise noted in the footnotes to the table, we believe that each person or entity named in the table has sole voting and investment power with respect to all shares of the Company’s common stock shown as beneficially owned by that person or entity.

Title of Class

Name and Address

of Beneficial Owner

Amount of

Beneficial Ownership (Number of Shares)

Percent of Class

Class A Common Stock

Brown Advisory Inc.

901 South Bond Street

Suite #400

Baltimore, MD 21231

144,475⁽¹⁾

6.8%

Class A Common Stock

GAMCO Investors, Inc. et al.

One Corporate Center

Rye, NY 10580-1435

123,600⁽²⁾

5.8%

Pursuant to a Schedule 13G filed by Brown Advisory Incorporated (a parent holding company), Brown Investment Advisory & Trust Company (a bank) and Brown Advisory LLC (a registered investment adviser) with the SEC on April 23, 2024, which reflects the CUSIP of the Class B Common Stock but which the Company understands to be reporting such entities’ beneficial ownership in the Class A Common Stock, Brown Advisory Incorporated is the beneficial owner of the shares listed above as the result of acting as investment advisor to its clients, who have the right to direct the receipt of dividends, to receive dividends from such shares and to receive the proceeds from the sale of such shares. According to such filing, Brown Advisory Incorporated has the sole power to vote or to direct the vote of 143,939 shares and has shared power to dispose or to direct the disposition of 144,475 shares.

Pursuant to Amendment No. 59 to Schedule 13D filed by GAMCO Investors, Inc. et al with the SEC on January 28, 2026, Gabelli Funds LLC, GAMCO Asset Management Inc. and MJG Associates, Inc. collectively beneficially own 123,600 shares of Class A Common Stock. The filing discloses the beneficial ownership as follows: Gabelli Funds, LLC: 63,800 shares, GAMCO Asset Management Inc.: 59,200 shares and MJG Associates, Inc. 600 shares. According to such filing, each such entity has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, subject to certain exceptions.

Proposal 1

ELECTION OF DIRECTORS

Our Nominees and Continuing Directors

Under our Amended and Restated Certificate of Incorporation, the Board is divided into three classes with approximately one-third of the directors standing for election each year. The directors hold office for staggered terms of three years (and until their successors are elected and qualified, or until their earlier death, resignation, or removal). One of the three classes is elected each year to succeed the directors whose terms are expiring.

As of the date of this proxy statement, the Board currently consists of nine directors.

Our Board and the Nominating and ESG Committee believe that each of our nominees brings a strong and diverse set of skills, experiences and perspectives that, when combined with the other continuing directors, creates a high-performing Board that is aligned with our business strategy and contributes to the effective oversight of Bel Fuse. The ages, principal occupations and other information about our nominees and continuing directors are shown below.

The Board of Directors, upon the recommendation of the Nominating and ESG Committee, has nominated Rita Smith and Jacqueline Brito for election as directors at the Annual Meeting, each for a term of office expiring in 2029. Each of the Board’s nominees has consented to be named in this proxy statement and to serve as a director if elected.

The two nominees contribute significantly to our Board, including as follows:

●

Dr. Rita Smith is currently a Partner at C-Suite Healthcare Advisors (June 2018 – present), specializing in healthcare consulting with expertise in strategic resource planning, budgeting, information management systems, case management, and compliance. She previously served as Vice President, Interim Projects at RWJ Barnabas Health (May – August 2022), leading key operational initiatives. Earlier, Dr. Smith held the role of Senior Vice President of Patient Care Services and Chief Nursing Officer at RWJ Barnabas Health – Jersey City Medical Center (December 2004 – June 2019), providing strategic leadership and overseeing patient care operations to advance clinical excellence.

●

Jacqueline Brito is the CEO and Founder of HR Asset Partners LLC, a Florida-based human capital risk prevention consulting firm providing advisory and coaching services (2019 – present). She is also a Graduate Business Instructor at Rollins College (2014 – present). Previously, Ms. Brito held several leadership roles at the Crummer Graduate School of Business, including Assistant Dean of Admission and Marketing (2010 – 2019), MBA and Career Development Center Director (2007 – 2010), and Director of Admission (2004 – 2007). Earlier in her career, she served as a Human Resource Internal Consultant/Business Partner at Orlando Sentinel Communications – a Chicago Tribune Company (1998 – 2004).

Vote Required

The election of directors will be determined by plurality of the votes cast by holders of shares of Class A Common Stock (which means that the nominees who receive the highest number of votes are elected, regardless of whether they receive a majority). Abstentions and broker non-votes, if any, will not affect the outcome of the vote on this proposal.

The Board of Directors recommends a vote “FOR” each of the nominees for director.

The Board has no reason to believe that its director nominees will be unable or unwilling to serve if elected. If a director nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board recommends.

The following sets forth information as of April 1, 2026 concerning the nominees for election to the Board of Directors and comparable information with respect to those directors whose terms of office will continue beyond the date of the Annual Meeting; unless otherwise indicated, business and professional positions have been held for more than five years.

NOMINEES FOR DIRECTORS WHOSE TERM TO EXPIRE AT THE 2029 ANNUAL MEETING

Name

Age

Director Since

Business Experience and Qualifications

Rita V. Smith

Committees:

● Audit

● Nominating and ESG

2020

Business Experience:

● Partner at C-Suite Healthcare Advisors (health care, consulting, including strategic resource planning and budgeting, information management systems, case management, and reporting and compliance) (June 2018 to present);

● Vice President Interim Projects at Robert Wood Johnson Barnabas Health (May 2022 – August 2022);

● Senior Vice President of Patient Care Services and Chief Nursing Officer at Robert Wood Johnson Barnabas Health - Jersey City Medical Center (December 2004 – June 2019)

Qualifications:

Dr. Smith’s experience in strategic resource planning and budgeting, information management systems, case management, and reporting and compliance, together with her experience at Robert Wood Johnson Barnabas Health - Jersey City Medical Center where she had responsibility for a staff of 1,500 people and an operating budget of $150 million, led the Board to conclude that Dr. Smith should serve as a director of the Company. This conclusion is supported by her educational background; Dr. Smith holds a Doctor of Nursing Practice from Rutgers University, a Master’s in Public Administration-Health Care Policy from New York University and a Bachelor’s Degree in Nursing from Kean University.

Name

Age

Director Since

Business Experience and Qualifications

Jacqueline Brito

Committees:

● Nominating and ESG (Chair)

● Compensation

October 2021

Business Experience:

● CEO of HR Asset Partners LLC (a Florida-based human capital risk prevention consulting firm, including executive advisory and coaching services), founded by Ms. Brito (2019 to present);

● Graduate Business Instructor at Rollins College (2014 to present);

● Previously held positions at the Crummer Graduate School of Business including Assistant Dean of Admission and Marketing (2010 to 2019), MBA and Career Development Center Director (2007 to 2010), Director of Admission (2004 to 2007);

● Human Resource Internal Consultant/Business Partner at Orlando Sentinel Communications – a Chicago Tribune Company (1998 to 2004).

Qualifications:

Ms. Brito’s extensive background in diverse fields and disciplines including organizational culture, human capital planning, and executive and transformational leadership coaching (including as the founder and CEO of HR Asset Partners, a leadership strategy firm offering executive advisory services, and her prior service as the assistant dean of admission at Rollins College’s Crummer Graduate School of Business for nearly a decade where she provided executive, leadership and transformational coaching for graduate students, alumni and employees), together with Ms. Brito’s depth of expertise and insight having built a successful career in leadership development, succession planning and positive employee relations, led the Board to conclude that Ms. Brito should serve as a director of the Company.

CONTINUING DIRECTORS FOR A TERM TO EXPIRE AT THE 2028 ANNUAL MEETING

Name

Age

Director Since

Business Experience and Qualifications

Daniel Bernstein

Committees:

● Executive

1986

Business Experience:

● Non-Executive Chairman of the Board (May 2025 to present)

● President (June 1992 to May 2025) and Chief Executive Officer (May 2001 to May 2025) of the Company.

● Vice President (1985-1992) and Treasurer (1986-1992) of the Company.

Qualifications:

Mr. Bernstein’s knowledge of Bel and its operations, gained over his 47 years of service to the Company, and the leadership he has demonstrated as President (since June 1992), Chief Executive Officer (since May 2001) and through his prior positions with the Company as Vice President of Operations and Director of Sales for the Fuse Division, coupled with his achievement of an MBA degree from Baruch College, led the Board to conclude that Mr. Bernstein should serve as a director of the Company.

Name

Age

Director Since

Business Experience and Qualifications

Peter Gilbert

Committees:

● Audit

● Compensation

1987

Business Experience:

● Retired; Former President and Chief Executive Officer of Gilbert Manufacturing Co., Inc. (a manufacturer of electrical components).

Qualifications:

Mr. Gilbert’s experience in the Company’s industry, as president and chief executive officer and a director of his own electrical components manufacturing business, his knowledge of Bel gained through his service as a director of the Company since 1987, his experience gained by serving as a director on various other boards, and his achievement of an MBA degree from Columbia University led the Board to conclude that Mr. Gilbert should serve as a director of the Company.

Name

Age

Director Since

Business Experience and Qualifications

Vincent Vellucci

Committees:

● Executive

● Nominating and ESG

2016

Business Experience:

● Retired; formerly held various positions at Arrow Electronics, Inc. (a $33 billion global distributor of electrical components) for over 45 years, through January 2014, including President of Arrow’s Global Specialty Businesses Division (January 2013 to January 2014) and President of Arrow’s Americas Components Division (March 2010 through January 2013).

Qualifications:

Mr. Vellucci has over 45 years of experience at Arrow Electronics, most recently serving as President of Arrow’s Global Specialty Businesses and prior to that position, as President of Americas Components where he was responsible for restructuring the Americas Electronics Components Division. Prior to these positions, he served as Senior Vice President, Sales and he also held leadership positions in the emerging customer business unit, the military-aerospace business unit and in semiconductor marketing. Over the span of his career he has been instrumental in various business transformation initiatives including mergers and acquisitions and strategic market analysis. Mr. Vellucci has an educational background in marketing and attended the General Manager Program for Executives at the Harvard Business School. These qualifications led the Board to conclude that Mr. Vellucci should serve as a director of the Company.

Name

Age

Director Since

Business Experience and Qualifications

Farouq Tuweiq

Committees:

● Executive

2025

Business Experience:

● President and Chief Executive Officer of the Company (May 2025 to present).

● Chief Financial Officer (February 2021 to May 2025) and Principal Financial Officer and Treasurer (July 2021 to May 2025) of the Company.

● Director, Vice President, Lead Associate, Investment Banking – Industrial Group at BMO Capital Markets (2012 – 2021)

● Senior Financial Analyst – Schneider Electric (2010)

● Auditor, Ernst and Young (2006-2009)

Qualifications:

Prior to joining Bel, Mr. Tuweiq worked at BMO Capital Markets, which is a part of the BMO Financial Group, where he led and helped build the Industrial Technology Investment Banking practice. Mr. Tuweiq spent his banking career advising public, private equity-backed, and privately-held companies on Mergers & Acquisitions and capital raising. Previously, Mr. Tuweiq worked at Schneider Electric, a public multinational energy efficiency and automation provider, in its North American headquarters within the FP&A group. Prior to that, he worked at Ernst and Young, within the audit group, serving public and private manufacturing and financial companies. During his tenure, he worked on various audits, review of SEC filings, IPO preparation, implementation and testing of Sarbanes-Oxley compliance and controls, and carve-out financials while obtaining his CPA certification. Mr. Tuweiq earned his B.A. in Finance and MS in Accounting from Michigan State University and his MBA from Georgetown University’s McDonough School of Business. These qualifications, including Mr. Farouq’s experience and expertise, coupled with his knowledge of the Company, its business and industry and the leadership he has demonstrated as Bel’s Chief Executive Officer and prior to that as Bel’s Chief Financial Officer, led the Board to conclude that Mr. Tuweiq should serve as a director of the Company.

CONTINUING DIRECTORS FOR A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING

Name

Age

Director Since

Business Experience and Qualifications

Mark B. Segall

Committees:

● Compensation (Chair)

● Nominating and ESG

2011

Business Experience:

● Managing Member of Kidron Corporate Advisors LLC, a New York based investment bank and corporate advisory boutique he founded (2003 to present).

● CEO/Managing Member of Kidron Capital Securities LLC, an SEC registered broker dealer (member FINRA and SIPC) he founded (2009 to present).

● Co-Chief Executive Officer of Investec, Inc., the U.S. investment banking operations of the Investec Group (2001-2003). He served as head of investment banking and general counsel at Investec Inc. from 1999 to 2001.

● Partner at the law firm of Kramer, Levin, Naftalis & Frankel LLP (Herbert Smith Freehills Kramer (US) LLP) (1996-1999).

Current and Prior Public Company Boards:

● Director of iAM Capital Group Ltd (audit committee and compensation committee) and its affiliates (since 2000), iAM Invest Ltd. (since 2017), both FCA regulated alternative asset management companies, based in the UK and Luxembourg, respectively.

● Director of National CineMedia, Inc., America’s largest cinema advertising network (2018-2023), where he served as chairman of the board and on the audit, compensation and nominating committees.

● Director of CITIC Capital Acquisition Corp. an approximately $350 million publicly traded special purpose acquisition company that merged into Quanergy Systems, Inc. (2021 to 2022).

● Director of Ronson Europe N.V, a Polish real estate development company, from 2008 to 2017 (appointed Vice Chairman in 2010 and Chairman in 2011).

Qualifications:

Mr. Segall has an extensive background in mergers and acquisitions, including his experience as the founder and managing member of Kidron Corporate Advisors LLC, a boutique investment banking and corporate advisory firm. Mr. Segal received an A.B. in history from Columbia College, Columbia University and a JD from New York University School of Law. His financial and investment banking experience, his educational background, and the fact that he is an attorney, all led the Board to conclude that Mr. Segall should serve as a director of Bel.

Name

Age

Director Since

Business Experience and Qualifications

Eric Nowling

Committees:

● Audit (Chair)

2014

Business Experience:

● Retired; former Sr. Vice President and Corporate Controller (December 2015 to September 2021) and Vice President of Global Accounting (February 2008 to December 2015) for Verint Systems Inc. (a supplier of software and hardware products for business intelligence and security intelligence);

● Served in various positions, including Vice President, Controller, Chief Accounting Officer and as CFO for Standard Microsystems Corporation (supplier of semiconductor integrated circuit products) (September 1986 to April 2006).

Qualifications:

Mr. Nowling's more than 40 years of accounting and financial management experience, including his service in senior financial management positions at two publicly-traded technology companies for more than 30 years, and his educational accomplishments led the Board to conclude that Mr. Nowling should serve as a director of the Company. Mr. Nowling is the former Sr. Vice President and Corporate Controller and chief accountant for an $800 million technology company. Mr. Nowling holds a B.S. degree in Economics (magna cum laude) from the University of Pennsylvania's Wharton School of Business and was a licensed CPA from 1981 to 2024.

Name

Age

Director Since

Business Experience and Qualifications

David J. Valletta

Committees:

● Audit

● Compensation

2024

Business Experience:

● Retired; former Executive Vice President, Worldwide Sales (2007 – 2022), Senior Vice President, Worldwide Strategic Sales (1997-2007) and Director of Field Sales (1994-1997) for Vishay Intertechnology, Inc. (a $3.5 billion manufacturer of resistors, capacitors, inductors and discrete electronic components);

● Served in other sales-related roles at Vitramon (1991-1994), Omnimetrics (1990-1991) and AVX Corporation (1984-1990).

Qualifications:

Mr. Valletta’s extensive experience in overseeing and directing worldwide sales for Vishay Intertechnology, Inc., a $3.5 billion manufacturer of electronic components, his knowledge of Bel’s industry and his educational achievements, led the Board to conclude that Mr. Valletta should serve as a director of the Company. Mr. Valletta holds a Bachelor of Arts degree from the University of Rhode Island and received his MBA degree, with a Marketing Specialization from Northeastern University in Boston, Massachusetts.

The Board has determined that both of the nominees presented for election to the Board at the Annual Meeting (Dr. Rita Smith and Jacqueline Brito) are independent directors for purposes of the rules of the Nasdaq Stock Market LLC (“Nasdaq”) and the applicable rules and regulations adopted by the SEC. The Board has additionally determined that the following members of the Board also satisfy such independence criteria: Mark B. Segall, Eric Nowling, David J. Valletta, Peter Gilbert and Vincent Vellucci. Also, the Board determined that Thomas E. Dooley satisfied such independence criteria prior to his resignation on June 30, 2025. See “Corporate Governance” below for additional information.

Board Qualifications

The Nominating and ESG Committee of the Company’s Board (the “Nominating and ESG Committee”) is responsible for identifying qualified individuals for membership on the Board and for recommending to the Board the director nominees for election at each annual meeting of shareholders and at any other meeting of shareholders at which directors are to be elected. The Nominating and ESG Committee believes that all directors should display the personal attributes necessary to be effective directors: integrity, sound judgment, intellectual prowess and versatility, confidence, independence in fact and mindset, ability to operate collaboratively, willingness to ask difficult questions, willingness to listen, the ability to commit the necessary time to duties as a director and commitment to Bel Fuse, its shareholders and other stakeholders, subject to and in accordance with applicable law. In line with the Company’s Corporate Governance Guidelines, the Board and the Nominating and ESG Committee seeks to consider the skills and qualifications in the context of the needs of the Company at that point in time, and will select director candidates who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and decisions and believes that Board membership should reflect diversity in its broadest sense, including persons diverse in knowledge, skills and expertise, among other factors. The Board and the Nominating and ESG Committee will continue to take into account many other factors in the process of identifying such candidates, including the individual’s understanding of the Company’s business on a technical level, knowledge about and experience in the Company’s industry, understanding of finance, marketing and other areas that are relevant to the success of the Company in the current business environment and the candidate’s ability to make independent analytical inquiries of other Board members and of management. See also “Nominating and ESG Committee Matters – Qualifications” and the charter of such committee for a description of the qualifications the Company’s directors must possess. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best serve the Company and represent the shareholders’ interests.

Board Skills Matrix

	Daniel Bernstein	Jacqueline Brito	Peter Gilbert	Eric Nowling	Mark Segall	Rita Smith	Farouq Tuweiq	David Valletta	Vincent Vellucci

Skills & Experience
Electronic Components Industry	✓		✓		✓		✓	✓	✓
Business Leadership and Operations	✓	✓	✓	✓	✓	✓	✓	✓	✓
Finance and Accounting			✓	✓	✓	✓	✓	✓	✓
Global Business Experience	✓		✓	✓	✓		✓	✓	✓
Human Capital Management	✓	✓				✓			✓
M&A and Business Development	✓		✓	✓	✓		✓	✓	✓
Public Company Board Experience					✓
Legal, Risk Management and Sustainability				✓	✓

The above table does not purport to include all of the skills, experiences or qualifications that each director offers, and the fact that a particular skill is not listed for a director does not mean that the director does not possess it. Additionally, we believe all of our directors possess integrity, sound judgment and a track record of professional success.

Skills Definitions

Electronic Components Industry

Directors with experience in our industry bring important expertise to the Board and guidance to our management team.

Business Leadership and Operations

Serving in senior management of a public or private organization provides a practical understanding of effective business and organizational processes, operations and strategic planning.

Finance and Accounting

Directors with experience in corporate finance, financial accounting and reporting, and financial strategy provide important oversight of our financial policies.

Global Business Experience

As a global organization, directors with global business and cultural perspectives provide important insights on our current and future international operations.

Human Capital Management

Directors with experience developing or implementing human capital management programs help the Board provide effective oversight of Bel Fuse’s plans for talent recruitment, development, and retention, our corporate culture, and other human capital programs and initiatives.

M&A and Business Development

Directors with experience in business development and mergers and acquisitions, including assessing and analyzing potential transactions, help us develop Bel Fuse’s strategy, build our business portfolio, and integrate effectively.

Public Company Board Experience

Directors who have served on other public company boards bring valuable strategic experience and governance perspectives to help oversee and develop Bel Fuse’s long-term strategy.

Legal, Risk Management and Sustainability

Directors with experience in legal or regulatory matters and in sustainable and other environmental programs and initiatives, as well as risk management, bring valuable insights into how we can improve our corporate responsibility.

The Board of Directors; Committees of the Board

The Company’s Board of Directors meets at least quarterly throughout the year. During 2025, the Board held seven meetings.

Bel’s Board currently has an Executive Committee, an Audit Committee, a Nominating and ESG Committee, and a Compensation Committee. The Executive Committee is comprised of Daniel Bernstein, Vincent Vellucci and Farouq Tuweiq; the Audit Committee is comprised of Eric Nowling, Peter Gilbert, Rita Smith and David Valletta; the Nominating and ESG Committee is comprised of Jacqueline Brito, Vincent Vellucci, Mark Segall and Rita Smith; and the Compensation Committee is comprised of Mark Segall, Peter Gilbert, Jacqueline Brito and David Valletta.

The function of the Executive Committee is to act in the place of the Board when the Board cannot be convened.

The Audit Committee reviews significant audit and accounting principles, policies and practices, and meets with the Company’s independent auditors. The Board of Directors has determined that Eric Nowling qualifies as an “audit committee financial expert”, as such term is defined by the SEC. As noted above, Mr. Nowling – as well as the other members of the Audit Committee – have been determined to be “independent” within the meaning of the rules of Nasdaq and applicable rules and regulations adopted by the SEC.

The Nominating and ESG Committee is responsible for nominating candidates for election to the Company’s Board of Directors and for overseeing the Company’s environmental, social and governance (“ESG”) matters and initiatives.

The Compensation Committee is charged with the responsibility of administering the Company’s employee benefit plans, reviews the compensation of Bel’s executive officers and establishes general compensation policies. The Compensation Committee is also responsible for developing a succession plan for Bel’s senior executives.

During 2025, the Audit Committee held fourteen meetings, the Nominating and ESG Committee held five meetings, the Compensation Committee held sixteen meetings, and the Executive Committee held no meetings. Each Director attended at least 75% of the aggregate of the Board and committee meetings on which he or she served in 2025.

Board members are encouraged, but not required by any specific Board policy, to attend the Company’s annual meeting of shareholders. Four of the then-incumbent nine members of the Board attended the Company’s 2025 annual meeting of shareholders.

Board Leadership Structure and Role in Risk Oversight

To encourage and enhance communication among independent directors, and as required under the rules of Nasdaq, our independent directors meet in executive sessions no less than twice per year without non-independent directors present.

Daniel Bernstein, as Non-Executive Chairman of the Board, leads executive sessions of independent directors, to the extent permissible under the SEC rules and applicable Nasdaq requirements, subject to the terms of Mr. Bernstein’s letter agreement for Non-Executive Chairman services, including that the Board and the independent directors reserve the right to have meetings attended solely by independent directors and in no event shall Mr. Bernstein be permitted to vote on a matter requiring a vote solely by independent directors except as permitted by counsel to the Board or the Company, and Mr. Bernstein’s participation in executive sessions of the Board shall be further limited to the extent necessary to ensure compliance with applicable law, regulations and stock exchange listing standards. In his role as Non-Executive Chairman, Mr. Bernstein will additionally (i) attend and chair Board and shareholder meetings; (ii) shape and oversee Board meeting agendas, ensuring alignment with key governance and strategic priorities; (iii) take reasonable measures to enable the Board to address key governance and strategic issues; (iv) facilitate effective communication among Board members; (v) promote effective communication between executive and non-executive directors; and (vi) carry out such other duties commensurate with the position as may be reasonably requested by the Board or are customary for the position of Non-Executive Chairman.

Additionally, Peter Gilbert serves as our Board’s Lead Independent Director. Mr. Gilbert’s primary duties and responsibilities as Lead Independent Director consist of, among other things, convening and chairing such executive sessions of the independent directors at which attendance is limited solely to independent directors, including presiding over votes on matters requiring a vote solely by independent directors at such sessions, and serving as liaison between the independent directors and our President and Chief Executive Officer. We believe that our leadership structure allows the Board to have better control of the direction of management, while still retaining independent oversight.

The Board’s role in our risk oversight process includes receiving regular reports from members of management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic risks. The full Board or the appropriate committee receives these reports from management to enable it to understand our risk identification, risk management and risk mitigation strategies. When a committee receives the report, the chairman of the relevant committee reports on the discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. The Audit Committee of the Board is responsible for overseeing the management of cybersecurity risks at the Board level.

CORPORATE GOVERNANCE

In February 2023, the Board adopted Bel’s Corporate Governance Guidelines (the “Corporate Governance Guidelines” or the “Guidelines”). The Guidelines provide a framework of principles, policies, and procedures in certain matters related to corporate governance. These guidelines include provisions related to the role of the Board and responsibilities of directors, composition and structure of the Board, director independence, the relationship between the Board and senior management, the Board’s role in succession planning, and the oversight of risk management, financial reporting and other key areas of corporate operations. The ultimate goal of the corporate governance guidelines is to promote transparency, accountability, and ethical behavior within the Company, and to ensure that the Company operates in the best interests of all its shareholders and other stakeholders, subject to and in accordance with applicable law. A current copy of Bel’s Corporate Governance Guidelines is available on the Company’s website, www.belfuse.com, under “Investor Relations” – “Corporate Governance” – “Governance Overview”, and will be provided in print to shareholders upon written request made to Ms. Lynn Hutkin, Chief Financial Officer, Bel Fuse Inc., 300 Executive Drive, Suite 300, West Orange, New Jersey 07052.

Governance Highlights

Bel is committed to good corporate governance and understands the importance of trust, integrity and accountability at all levels of the organization. Recent additions to our Board and executive management team have brought greater diversity and new perspectives to the Company. We intend that our policies, practices and priorities will be periodically and continually reviewed as appropriate to align with the best interests of our shareholders and other stakeholders, subject to and in accordance with applicable law.

Independence

●

All non-employee directors are independent, as defined in Nasdaq Rule 5605(a)(2)

●

Independent directors meet regularly in executive session

●

Audit, Compensation, and Nominating and ESG committees are comprised solely of independent directors as defined in the rules of Nasdaq and, in the case of the Audit Committee, under the SEC’s Rule 10A-3

●

Designation of a Lead Independent Director

●

The Board maintains related-party transaction standards for any direct or indirect involvement of a director in Company business activities

●

Use of independent compensation consultant

Board Practices

●

Board-level oversight of progress around governance initiatives

●

Ongoing review of Board composition

●

Annual Board and Board committees’ annual self-evaluation process

●

Board actively involved in development and review of succession planning process for management, the Board and its committees

●

Corporate Governance Guidelines provide that no director may stand for re-election at our annual shareholders meeting following his or her 78^th birthday (subject to limited exceptions set forth in the Guidelines, including waiver by Nominating and ESG Committee recommendation and full Board vote, and exception for any director who controls ten percent or more of Bel’s voting power)

●

Whistleblower hotline available to all employees and third parties at (844) 331-3622

Accountability / Risk Mitigation

●

The Board and Board committees focus on risk oversight practices, including overseeing operational, financial, strategic, cybersecurity, data privacy, legal, and regulatory risk and other critical evolving areas

●

Code of Ethics applies to all Bel directors, officers and associates

●

Annual shareholder advisory vote to approve Named Executive Officer compensation

●

Proactive, robust and multifaceted shareholder engagement programs, with meeting around financial, strategic and other matters

●

Clawback Policy, adopted per SEC rules

●

Prohibition on hedging and restrictions on pledging transactions by officers and directors

●

Board and its committees are authorized to retain independent advisors, as needed

Key Governance Materials

● Restated Certificate of Incorporation, as amended	● Code of Ethics
● Amended and Restated By-Laws	● Charter for each Board committee
● Corporate Governance Guidelines	● Insider Trading Policy

These materials can be accessed on the Bel website at: https://ir.belfuse.com/corporate-governance. We intend to disclose any future amendments to, or waivers from, the Code of Ethics within four business days of the waiver or amendment through a website posting to the extent required by the rules and regulations of the SEC.

Insider Trading Policy and Procedures

We have an Insider Trading Policy governing the purchase, sale and other dispositions of our securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. We also follow procedures for the repurchase of our securities. We believe that our Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Hedging and Pledging Policy

Under our Insider Trading Policy, all of our officers, directors and employees are prohibited from engaging in any of the following transactions:

● A short sale, including a sale with delayed delivery (a “sale against the box”);

● Trading in standardized options relating to our securities;

● Certain forms of hedging or monetization transactions (such as zero-cost collars or forward sale contracts);

● Holding our securities in a margin account, or pledging our securities as collateral for a loan (other than pledges as collateral for non-margin debt where financial capacity to repay the loan without resort to the pledged securities is demonstrated, and where pre-approval is obtained in accordance with the Insider Trading Policy).

Our Corporate Governance Guidelines affirm the applicability to our directors of our Insider Trading Policy’s anti-hedging and anti-pledging policy provisions.

Executive Compensation Clawback Policy

In addition, we have adopted a Compensation Recovery Policy (the “Clawback Policy”) to comply with the final clawback rules issued by the SEC in 2022. Under our Clawback Policy, certain incentive-based compensation awarded to covered executive officers is subject to mandatory recovery if the Company is required to prepare an accounting restatement. The recovery of such compensation applies regardless of whether the covered executive officer engaged in misconduct or otherwise caused an accounting restatement requirement. Under this policy, the Board may recoup incentive-based compensation received within a lookback period of the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. The Company will disclose in its Proxy Statement any actions to recover compensation under this policy during or following the end of the most recently completed fiscal year. Our Clawback Policy is filed as Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and is available on our website, under the “Investors” – “Corporate Governance” tabs, at https://ir.belfuse.com/corporate-governance.

Nominating and ESG Committee Matters

Nominating and ESG Committee Charter. The Board has adopted a Nominating and ESG Committee charter to govern its Nominating and ESG Committee. A copy of the current charter is set forth on the Company’s website, www.belfuse.com, under “Investor Relations” – “Corporate Governance” – “Governance Overview”.

Independence of Nominating and ESG Committee Members. All members of the Nominating and ESG Committee of the Board of Directors have been determined to be “independent directors” pursuant to the rules of Nasdaq.

Purposes and Responsibilities of the Nominating and ESG Committee:

Director Nominees, Board and Committee Composition and Governance Matters. Historically our Nominating Committee has been responsible for matters primarily related to the recommendation of director nominees, the composition of the Board and its committees, and other corporate governance matters. These matters continue to be among our Nominating and ESG Committee’s purposes and responsibilities pursuant to its charter.

ESG Oversight. In accordance the charter of the Nominating and ESG Committee, the committee’s ESG-related functions include:

●

assisting the Board in overseeing, reviewing and monitoring the Company’s policies, activities, practices and initiatives with respect to sustainability and corporate social responsibility;

●

supporting the Board’s oversight of strategy, risks, opportunities, and external reporting related to climate change;

●

assisting the Board in providing oversight of the Company’s compliance with laws and regulations, as well as applicable reporting requirements and standards that pertain to ESG matters;

●

assisting the Board in overseeing matters pertaining to community and public relations, including government relations;

	●	reviewing, as needed, the Company’s volunteer programs and proposed charitable contributions budget and make recommendations to the Board for adoption; and
	●	reviewing the results of employee surveys and other items relevant to corporate culture, and from time to time report to the Board and provide any recommendations as deemed appropriate by the Nominating and ESG Committee in connection therewith.

Pursuant to its charter the Nominating and ESG Committee is also responsible for overseeing the Company’s corporate governance initiatives and periodically considering, and report to the Board on, such initiatives and applicable policies. In connection with this responsibility, the Nominating and ESG Committee developed and recommended to the Board for its approval Bel’s Corporate Governance Guidelines, which were adopted by the Board in February 2023. The Nominating and ESG Committee will review the Guidelines on an annual basis or more frequently as deemed appropriate by the Nominating and ESG Committee, and recommend any proposed changes to the Board for its approval. In addition to its other responsibilities, the Nominating and ESG Committee is responsible for annually reviewing and recommending to the Board the compensation of non‐executive Board members, based upon the Committee’s assessment of director responsibilities and the competitiveness of our directors’ compensation program and when deemed appropriate by the Committee, using market data and in consultation with an independent consultant.

Procedures for Considering Nominations Made by Shareholders. The Nominating and ESG Committee’s charter describes certain minimum procedures to be utilized in considering any candidate for election to the Board at an annual meeting, other than candidates who have previously served on the Board or who are recommended by the Board. The charter states that a nomination must be delivered to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice to be timely must be so delivered not earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of the 90^th day prior to such annual meeting or the close of business on the 10^th day following the day on which public announcement of the date of such meeting is first made by the Company. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a notice as described above. The charter requires a nomination notice to set forth as to each person whom the proponent proposes to nominate for election as a director: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (b) information that will enable the Nominating and ESG Committee to determine whether the candidate or candidates satisfy the criteria established pursuant to the charter for director candidates. Further, our By-Laws provide notice procedures and other requirements with respect to nominations. See “2027 Annual Meeting; Shareholder Proposals and Nominations.”

Qualifications. The charter describes the minimum qualifications for nominees and the qualities or skills that are necessary for directors to possess. Each nominee shall, in the Nominating and ESG Committee’s opinion, satisfy the following minimum criteria, together with such other criteria as shall be established by the Nominating and ESG Committee:

●

must satisfy any legal requirements applicable to members of the Board;

●

must have business or professional experience that will enable such nominee to provide useful input to the Board in its deliberations;

●

must have a reputation for honesty and ethical conduct;

●

must have a working knowledge of the types of responsibilities expected of members of the board of directors of a public company; and

●

must have experience, either as a member of the board of directors of another public or private company or in another capacity, which demonstrates the nominee’s capacity to serve in a fiduciary position.

Our Corporate Governance Guidelines observe that the Nominating and ESG Committee considers all aspects of each candidate’s qualifications and skills in the context of the needs of the Company at that point in time with a view to creating a well-rounded Board with diversity of experience and perspectives, including diversity with respect to gender, race, ethnicity, knowledge, skills, background, and areas of expertise. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best serve the Company in accordance with applicable law.

Identification and Evaluation of Candidates for the Board. Candidates to serve on the Board will be identified from all available sources, including recommendations made by shareholders. The Nominating and ESG Committee’s charter provides that there will be no differences in the manner in which the Nominating and ESG Committee evaluates nominees recommended by shareholders and nominees recommended by the Committee or management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on the Board. The evaluation process for individuals other than existing Board members will include:

●

a review of the information provided to the Nominating and ESG Committee by the proponent;

●

a review of reference letters from at least two sources determined to be reputable by the Nominating and ESG Committee; and

●

a personal interview of the candidate, together with a review of such other information as the Nominating and ESG Committee shall determine to be relevant.

Corporate Governance Guidelines Policies Pertaining to Board Membership. Our Corporate Governance Guidelines contain certain policies pertaining to Board membership, including the following:

■

Tenure and Term Limits. Our Board does not believe in the establishment of arbitrary term limits. While term limits may help ensure that fresh ideas and viewpoints are available to our Board, they may force our Company to lose the contribution of directors who, over time, have developed increased insight into Bel’s business and operations. Our Board believes our Company is well served by having a balance of directors who have longer terms of service and directors who have joined more recently. Pursuant to our Corporate Governance Guidelines, no director may stand for re-election to the Board at our annual meeting of shareholders following his or her 78th birthday. Exceptions may be made upon recommendation of the Nominating and ESG Committee by majority vote and by the affirmative majority of the full Board, without the vote or participation of the affected director, if the Board finds that such continued service would be of significant benefit to our Company. This policy does not apply to any Board member who controls 10% or more of the voting power of the Company.

■

Directors Who Change Their Job Responsibility. Our Corporate Governance Guidelines provide that if a director resigns or is terminated from the primary position that such director held at the time of such director’s most recent election or appointment to our Board, becomes unable to commit the time and attention required for effective Board service or becomes disabled, that director will provide the Nominating and ESG Committee with an explanation of the changed circumstances including, if applicable, the director’s future professional plans. The Nominating and ESG Committee will review the desirability of the director’s continued service on our Board under the circumstances and will make a recommendation to our Board with respect thereto.

■

Directors Serving on Other Boards. Our Corporate Governance Guidelines provide that directors should advise the Board when they intend to accept a position on another corporate board. In general, Bel believes that there may be a benefit to the Company as a result of directors broadening their experience by serving on other boards provided that such service does not detract from the director’s ability to fulfill his or her ability to meet the expectations for directors in accordance with our Corporate Governance Guidelines, and provided that in all cases directors must comply with applicable law including without limitation Section 8 of the Clayton Act. Service on other boards is one of the factors considered by the Nominating and ESG Committee in evaluating candidates for nomination for election or reelection to the Board. However, the Nominating and ESG Committee will not nominate a candidate who serves on or has accepted service on more than four (4) public company boards (including the Company’s Board).

AUDIT COMMITTEE MATTERS

Audit Committee Charter. The Audit Committee performs its duties under a written charter approved by the Board of Directors. A copy of the current charter is set forth on the Company’s website, www.belfuse.com, under “Investor Relations” – “Corporate Governance” – “Governance Overview”.

Independence of Audit Committee Members. The Class A and Class B Common Stock are listed on the Nasdaq Global Select Market and the Company is governed by the listing standards applicable thereto. All members of the Audit Committee of the Board of Directors have been determined to be “independent directors” pursuant to the rules of Nasdaq and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

Audit Committee Report.

Our management is responsible for the preparation, presentation and integrity of our consolidated financial statements, accounting and financial reporting principles and system of internal control over financial reporting. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards generally accepted in the United States of America, auditing our internal control over financial reporting and issuing reports thereon. While the Audit Committee has the responsibilities set forth in its charter and our management and independent registered public accounting firm are accountable to the Audit Committee, it is not the duty of the Audit Committee to plan or conduct audits or to determine that our consolidated financial statements are complete and accurate or in accordance with generally accepted accounting principles and applicable laws, rules and regulations.

In connection with the preparation and filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025:

the Audit Committee reviewed and discussed with the Company’s management the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025;

the Audit Committee discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or PCAOB, and the SEC;

the Audit Committee received the written disclosures and the letter from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and discussed with the Company’s independent registered public accounting firm their independence; and

based on the review and discussions referred to above, and subject to the limitations on the roles and responsibilities of the Audit Committee referred to herein, the Audit Committee recommended to the Board that the audited financial statements be included in the 2025 Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC. This report is provided by the following independent directors, who comprised the Audit Committee at that time.

The Audit Committee of the Board of Directors

Eric Nowling, Chair

Peter Gilbert

Rita V. Smith

David J. Valletta

Transactions with Related Parties

A “Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest.

A “Related Person” means:

●

any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

●

any person who is known by us to be the beneficial owner of more than 5% of any class of our voting securities;

●

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our Common Stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our Common Stock; and

●

any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

Our Board has adopted a written Related Party Transactions policy. Pursuant to this policy, our Audit Committee has and will continue to review all material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, our Audit Committee takes into account, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction. Further, the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

The Audit Committee of the Board of Directors monitors the Company’s Related Party Transactions and must approve in advance any new Related Party Transactions. On a quarterly basis, the Audit Committee makes inquiry of management’s Disclosure Committee to determine whether any of the members of that committee are aware of any new Related Party Transactions. Management’s Disclosure Committee did not report any new Related Party Transactions to the Audit Committee during 2025.

Compensation Committee Matters

Charter. Our Board of Directors has defined the duties of its Compensation Committee in a charter. A copy of the Compensation Committee’s current charter is included on the Company’s website, www.belfuse.com, under “Investor Relations” – “Corporate Governance” – “Governance Overview”.

Independence of Compensation Committee Members. All members of the Compensation Committee of the Board of Directors have been determined to be “independent directors” pursuant to the rules of Nasdaq and the SEC regulations.

Authority, Processes and Procedures. Our Compensation Committee is responsible for administering our employee benefit plans, for establishing the compensation of our Chief Executive Officer and for determining the compensation of our other executive officers. Our Compensation Committee also establishes policies and monitors compensation for our associates in general. While the Compensation Committee may, and does in fact, delegate authority with respect to the compensation of associates in general, the Compensation Committee retains overall supervisory responsibility for associate compensation. With respect to executive compensation, the Compensation Committee receives recommendations and information from our Chief Executive Officer regarding issues relevant to determinations made by the Compensation Committee. Our Chief Executive Officer participates in Compensation Committee deliberations regarding the compensation of other executive officers, but does not participate in deliberations regarding his own compensation.

Consultants. Our Compensation Committee is authorized under its charter to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers. Prior to selecting or receiving advice from a compensation advisor, the Compensation Committee undertakes an independence assessment, taking into consideration all factors relevant to such advisor’s independence from management, including the factors specified under the rules of Nasdaq, and determined that Meridian’s services did not create a conflict of interest. In 2025, Meridian Compensation Partners (“Meridian”) advised management and our Compensation Committee on certain compensation matters.

ESG Oversight

See “The Board of Directors; Committees of the Board” and “Corporate Governance – Nominating and ESG Committee Matters”, above, for further information about the Nominating and ESG Committee’s other roles and responsibilities under its charter.

Shareholder Communications

The Company believes that effective corporate governance includes year-round engagement with our shareholders and other stakeholders. We meet regularly with our shareholders to discuss topics of interest to our shareholders and engage with many of our large shareholders multiple times a year, both on an ad hoc basis and at regular intervals throughout the year. Our Investor Relations team also has numerous touchpoints with smaller shareholders each year. We find it beneficial to have ongoing dialogue with our shareholders throughout the year on a full range of topics (instead of engaging with shareholders only prior to our annual meeting on issues to be voted on in the proxy statement).

Direct engagement with shareholders helps us better understand our shareholders priorities, perspectives, and issues of concern, allows us to elaborate on our many initiatives and practices, and informs the Board’s deliberations. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.

Bel’s Board has created a number of ways for shareholders and other stakeholders to provide input, including:

●

Attending the Annual Meeting and Class A shareholders’ submitting questions to be addressed during the meeting;

●

Attending quarterly earnings calls, investor conferences and other similar opportunities;

●

Directing communications through the Company’s Secretary by following instructions on the Company’s website;

●

Mailing a letter to Bel Fuse’s headquarters, Attn: Corporate Secretary.

Any such communication should be addressed to the Company’s Secretary and should be sent to such individual c/o Bel Fuse Inc., 300 Executive Drive, Suite 300, West Orange, New Jersey 07052. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Under the procedures established by the Board, upon the receipt of such a communication from a shareholder identified as such, the Company’s Secretary will send a copy of such communication to each member of the Board or to the appropriate committee thereof, identifying it as a communication received from a shareholder. Absent unusual circumstances, at the next regularly scheduled meeting of the Board or appropriate committee thereof held more than two days after such communication has been distributed, the Board or appropriate committee thereof will consider the substance of any such communication.

BENEFICIAL OWNERSHIP OF THE COMPANY’S STOCK

The following table sets forth certain information regarding the ownership of Bel’s Class A Common Stock and Class B Common Stock as of March 31, 2026 by (a) each director and nominee, (b) the Company’s “Named Executive Officers” identified in the Summary Compensation Table on page 32, and (c) all current directors and executive officers as a group. Unless otherwise stated in the footnotes following the table, the nominees, directors and Named Executive Officers listed in the table have sole power to vote and dispose of the shares which they beneficially owned as of March 31, 2026.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial ownership” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership (i) within 60 days, or (ii) in the case of directors or executive officers, upon termination of service other than for death, disability or involuntary termination. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

	Aggregate Number of Shares Beneficially Owned ⁽¹⁾
	Title of Class: Class A Common Stock		Title of Class: Class B Common Stock
Name of Beneficial Owner	Amount of Beneficial Ownership (Number of Shares)	Percent of Outstanding Shares	Amount of Beneficial Ownership (Number of Shares)	Percent of Outstanding Shares
Daniel Bernstein⁽²⁾	381,975	18.1%	27,777	*
Farouq Tuweiq⁽³⁾	1,475	*	35,918	*
Peter Gilbert⁽⁴⁾	500	*	18,262	*
Eric Nowling⁽⁵⁾	--	--	12,612	*
Mark Segall⁽⁶⁾	--	--	13,527	*
Vincent Vellucci⁽⁷⁾	--	--	8,827	*
Rita V. Smith⁽⁸⁾	--	--	5,827	*
Jacqueline Brito⁽⁹⁾	--	--	4,552	*
David J. Valletta⁽¹⁰⁾	--	--	3,171	*
Lynn Hutkin⁽¹¹⁾	2,991	*	23,675	*
Joseph Berry⁽¹²⁾	2,793	*	19,525	*
Kenneth Lai⁽¹³⁾	--	--	7,532	*
Peter Bittner III⁽¹⁴⁾	11	*	5,352	*
All current directors and executive officers as a group (16 persons)⁽¹⁵⁾	392,507	18.6%	213,630	2.0%

As of March 31, 2026, there were 2,115,263 and 10,643,721 shares of Class A Common Stock and Class B Common Stock outstanding, respectively. A total of 2,115,263 shares of Class A Common Stock are entitled to vote at the Annual Meeting.

The shares of Class A Common Stock beneficially owned by Mr. Bernstein include 5,880 shares allocated to Mr. Bernstein in the Company’s 401(k) Plan over which he has voting but no investment power. The shares of Class B Common Stock beneficially owned by Daniel Bernstein include 4,265 shares held of record by Mr. Bernstein’s wife and 14,110 shares of restricted stock. The shares of Class A Common Stock beneficially owned by Mr. Bernstein exclude 63,557 shares and the shares of Class B Common Stock beneficially owned by Mr. Bernstein exclude 42,965 shares owned by trusts in which Mr. Bernstein is a beneficiary but does not serve as trustee and has no voting or investment power with respect to the shares.

The shares of Class A Common Stock beneficially owned by Mr. Tuweiq include 1,475 shares allocated to him in the Company's 401(k) Plan over which he has voting but no investment power. The shares of Class B common stock beneficially owned by Mr. Tuweiq included 33,393 shares of restricted stock.

The shares of Class B Common Stock beneficially owned by Mr. Gilbert include 1,250 shares held of record by Mr. Gilbert’s wife and 2,369 shares of restricted stock.

The shares of Class B Common Stock beneficially owned by Mr. Nowling include 2,309 shares of restricted stock.

The shares of Class B Common Stock beneficially owned by Mr. Segall include 1,434 shares of restricted stock.

The shares of Class B Common Stock beneficially owned by Mr. Vellucci include 1,434 shares of restricted stock.

The shares of Class B Common Stock beneficially owned by Dr. Smith include 1,434 shares of restricted stock.

The shares of Class B Common Stock beneficially owned by Ms. Brito include 1,289 shares of restricted stock.

10.

The shares of Class B Common Stock beneficially owned by Mr. Valletta include 2,769 shares of restricted stock.

	11.	The shares of Class A Common Stock beneficially owned by Ms. Hutkin include 2,991 shares allocated to her in the Company's 401(k) Plan over which she has voting but no investment power. The shares of Class B Common Stock owned by Ms. Hutkin include 12,083 shares of restricted stock.

	12.	The shares of Class A Common Stock beneficially owned by Mr. Berry include 2,793 shares allocated to him in the Company's 401(k) Plan over which he has voting but no investment power. The shares of Class B Common Stock owned by Mr. Berry include 9,112 shares of restricted stock.

13.

The shares of Class B Common Stock beneficially owned by Mr. Lai include 7,476 shares of restricted stock.

14.

The shares of Class A Common Stock beneficially owned by Mr. Bittner include 11 shares allocated to him in the Company’s 401(k) Plan over which he has voting but no investment power. The shares of Class B Common Stock beneficially owned by Mr. Bittner include 1,384 shares allocated to him in the Company’s 401(k) Plan over which he has no voting or investment power and 2,629 shares of restricted stock.

15.

Includes 15,912 and 2,848 shares of Class A Common Stock and Class B Common Stock, respectively, allocated in the Company’s 401(k) Plan over which such persons have with respect to the Class A Common Stock, voting but no investment power, and with respect to the Class B Common Stock, no voting or investment power. The Class B Common Stock also includes 111,558 restricted shares.

* Shares constitute less than one percent of the shares of Class A Common Stock or Class B Common Stock outstanding.

EXECUTIVE OFFICERS

The following sets forth information as of April 1, 2026 concerning the Company’s executive officers. Unless otherwise indicated, positions have been held for more than five years.

Name and Age	Executive Officer Since	Positions and Offices with the Company/Business Experience
Farouq Tuweiq, 43	2021	President, Chief Executive Officer and Director (May 2025 to present)
Lynn Hutkin, 52	2023	Chief Financial Officer, Treasurer and Secretary (May 2025 to present)
Suzanne Kozlovsky, 48	2022	Global Head of People (November 2022 to present)
Stephen Dawson, 50	2024	EVP, President, Industrial Technology & Data Solutions (March 2026 to present)
Kenneth Lai, 53	2023	Vice President of Asia Operations (January 2023 to present)
Thomas Smelker, 50	2026	EVP, President, Aerospace, Defense & Rugged Solutions (March 2026 to present)

Mr. Tuweiq was appointed as the Company's Chief Executive Officer and as a Director since May 27, 2025. He previously served as Chief Financial Officer effective February 15, 2021. Since July 29, 2021, Mr. Tuweiq has additionally served as the Company’s principal financial officer for purposes of the rules and regulations of the SEC, and as the Company’s Treasurer. Prior to joining Bel, he worked at BMO Capital Markets, member of BMO Financial Group, where he led and helped build the Industrial Technology Investment Banking practice. Mr. Tuweiq spent his banking career advising public, private equity-backed, and privately-held companies on Mergers & Acquisitions and capital raising. Previously, Mr. Tuweiq worked at Schneider Electric, a public multinational energy efficiency and automation provider, in its North American headquarters within the FP&A group. Prior to that, he worked at Ernst and Young, within the audit group, serving public and private manufacturing and financial companies. During his tenure, he worked on various audits, review of SEC filings, implementation and testing of Sarbanes-Oxley compliance and controls, and carve-out financials while obtaining his CPA certification. Mr. Tuweiq earned his B.A in Finance and MS in Accounting from Michigan State University and his MBA from Georgetown University’s McDonough School of Business.

Ms. Hutkin was appointed as the Company’s Chief Financial Officer and Treasurer effective May 27, 2025. She previously served as Vice President of Financial Reporting and Investor Relations effective January 1, 2023. Ms. Hutkin joined Bel in 2007 and in addition to SEC reporting, throughout her tenure at Bel, Ms. Hutkin has been a leader in a variety of areas including investor relations, mergers and acquisitions, bank financing and corporate insurance. Among her other roles and responsibilities at Bel, since July 2021, Ms. Hutkin has served as the Company’s principal accounting officer. Prior to joining Bel, Ms. Hutkin was Director of External Financial Reporting and Human Resources for CD&L, Inc., a domestic courier company, responsible for all SEC filings in addition to oversight of payroll and employee benefit programs. Previously, Ms. Hutkin worked at Insys Consulting, a women-owned IT consulting start-up company, where she was responsible for all finance functions. Prior to that, she was a Finance Manager at DMR Consulting, an IT consulting firm, where she monitored project profitability for the $70 million Pharmaceutical/Commercial business unit. Ms. Hutkin started her career at Arthur Andersen and worked within the Consumer Product division of the audit group. Ms. Hutkin earned her B.S. of Accountancy from Bentley College and is an active CPA in the State of New Jersey.

Ms. Kozlovsky joined Bel in November 2022 as the Global Head of People. Prior to her appointment by Bel, Ms. Kozlovsky was Vice President of Human Resources for Prinova (A Nagase Group Company) where she was a core member of the Global Executive Council and Strategy and Investment Team, leading significant transformational initiatives to inspire a culture of high performance in supporting sustainable growth. Ms. Kozlovsky held previous roles at Marmon Foodservice Technologies (A Berkshire Hathaway Company) and Bel Brands USA. At each of her former employers, she was successful in transforming the culture, resulting in recognition as National Best and Brightest Companies to Work For at each organization under her leadership.

Mr. Dawson was appointed as EVP, President of Bel’s Industrial Technology and Data Solutions segment in March 2026, following his tenure as the President of Bel’s Power Solutions and Protection segment since July 2024. Mr. Dawson has over 25 years of progressive experience in power and circuit protection. Before joining Bel, Mr. Dawson held positions in Manufacturing, Engineering, Product Management and Business Development with Cooper Industries’ circuit protection business, a company later acquired by Eaton. After twelve years at Cooper Industries, he joined Power-One, a well-known manufacturer of power supplies. There Mr. Dawson led the Marketing and Business Development efforts when Power-One was acquired by ABB. Mr. Dawson was later involved in the sale of the power business from ABB to Bel, where he most recently served as Vice President of Marketing and Business Development for Bel’s Power segment. Mr. Dawson earned his Bachelor’s degree in Industrial Engineering from the University of Cincinnati and his MBA degree from Washington University in St. Louis.

Mr. Lai joined Bel through the acquisition of TE Connectivity’s TRP Connector division in 2013 and was appointed as Vice President of Asia Operations in January 2023. Following Bel’s acquisition of the Power-One business in 2014, he was appointed as General Manager of our Bel Power Solutions Gongming factory and successfully transformed the operation into a world class manufacturing site for power supplies. Mr. Lai has expertise in Lean methodology and deep knowledge of Bel’s Asia operations. Mr. Lai earned his Bachelor’s degree in Engineering Physics from Hong Kong Polytechnic University and completed a mini-EMBA program by Hong Kong University of Science and Technology.

Mr. Smelker joined Bel in January 2026 as President of Bel’s Connectivity Solutions segment and in March 2026, was appointed as EVP, President of Bel’s Aerospace, Defense and Rugged Solutions segment. Prior to joining Bel, Mr. Smelker served as the Senior Vice President of Mercury Systems’ Processing Technologies business unit at Mercury Systems, Inc. (NASDAQ: MRCY), a global technology company offering components, modules and subassemblies and integrated solutions to customers including in the aerospace and defense industries. In this role, Mr. Smelker was responsible for leading the unit’s program execution, product development, engineering, manufacturing operations, and mission assurance. Previously, he served as Vice President and General Manager of Mercury Systems’ Microsystems business unit, and before that, as Vice President and General Manager of Mercury Systems’ Custom Microelectronics Solutions line of business. Prior to beginning his tenure at Mercury Systems in 2019, Mr. Smelker had been at Raytheon. Mr. Smelker has nearly 30 years of experience across multiple disciplines including engineering, manufacturing operations, business development, and program management. Mr. Smelker has a master’s degree in Controls Engineering and bachelor’s degree in Mechanical Engineering from New Mexico State University in Las Cruces, New Mexico.

COMPENSATION DISCUSSION AND ANALYSIS

The Company’s Compensation Discussion and Analysis (“CD&A”) is intended to provide a detailed description of our executive compensation program focusing on the compensation of the Named Executive Officers (the “Named Executive Officers”, the “Named Officers” or the “NEOs”) listed in the Summary Compensation Table presented on page 32 with the positions they have held for 2023, 2024, and 2025. Further, the CD&A explains how the Compensation Committee of our Board of Directors (the “Compensation Committee”) designed compensation programs structured to, among other objectives, attract and retain talented executives and align our executives’ compensation with the long-term interest of Bel Fuse’s shareholders.

In addition to the descriptions in this section, refer to the exhibits to our SEC filings for copies of relevant plans, agreements and forms of awards.

Overview of Our Executive Compensation Program

The objectives of our executive compensation program are to:

■

Support a high-performing organization, rewarding for performance by the Company as well as individual outcomes;

■

Be competitive in the market for business and talent to retain and attract executives that contribute to our long-term success;

■

Align the interests of the Company’s executives with the Company and its shareholders;

■

Achieve results that are aligned with Bel’s culture; and

■

Effectively manage the total cost of the program, including managing reasonable levels of dilution.

Comparison to Market

In designing the 2025 executive compensation program, the Compensation Committee reviewed certain market data for each of the NEOs, including: (i) base salary; (ii) total target cash compensation (comprised of base salary and target cash incentive); and (iii) total target compensation (comprised of base salary, target cash incentive and long-term incentive awards). This market information is one element reviewed by the Compensation Committee. The Compensation Committee does not simply set compensation levels at a certain benchmark level or within a certain benchmark range.

According to market data reviewed by the Compensation Committee, the compensation for NEOs was within a reasonable range of the 25th percentile of total target direct compensation for comparable roles at companies in our peer group. The Compensation Committee previously established a peer group, with the assistance of its independent compensation consultant, Meridian, to help guide compensation decisions for our fiscal year ended December 31, 2025 ("FY2025"). As in the prior year, this group consisted of companies with similar operational focus or in comparable industry segments (i.e., compared to Bel's Power, Connectivity, and Magnetic Solutions operating segments in place during 2025), with comparable size, scope, and public float, and that compete with Bel for executive talent (as updated from the prior year for companies that are no longer public or no longer meet the peer group criteria). Ultimately, the Compensation Committee applied judgment in arriving at the composition of the final group.

The peer group considered for pay comparisons and to establish 2025 pay levels is follows:

ACM Research, Inc	Ichor Holdings, Ltd.	RF Industries, Ltd.
Allient Inc. (formerly Allied Motion Technologies Inc.)	Kimball Electronics, Inc.	Richardson Electronics, Ltd.
Alpha and Omega Semiconductor Limited	NETGEAR, Inc.	Standex International Corporation
Arlo Technologies, Inc.	nLIGHT, Inc.	Thermon Group Holdings, Inc.
Aviat Networks, Inc.	Northwest Pipe Company	Veeco Instruments Inc.
Cambium Networks Corporation	PAR Technology Corporation	Vishay Precision Group, Inc.
CTS Corporation	Photronics, Inc.
FARO Technologies, Inc.	Powell Industries, Inc.

How We Make Compensation Decisions

In addition to structuring our compensation program to create a strong and direct link between pay and performance, we are committed to protect and further our shareholders’ interests. The Compensation Committee’s activities and decisions are guided by the recommendations and advice of management, whose views and recommendations the Committee takes into account in its deliberations, and the recommendations and advice of the Compensation Committee’s independent executive compensation consultant.

As part of its oversight function, our Board and our Compensation Committee, in particular, along with our management team, considers potential risks when reviewing and approving various compensation programs, including executive compensation. Based on this review, our Compensation Committee believes that our compensation programs, including executive compensation, do not encourage risk taking to a degree that is reasonably likely to have a materially adverse impact on us or our operations.

With respect to our Chief Executive Officer ("CEO"), the Compensation Committee reviews and discusses the Board’s evaluation of the CEO and makes preliminary determinations about the CEO’s base salary, “Total Incentive” compensation, and other awards as appropriate. The Compensation Committee then discusses the compensation recommendations with the full Board, and the Compensation Committee approves final compensation decisions after this discussion. The CEO is not present during voting or deliberations on his own compensation.

For other NEOs, the CEO considers performance and makes individual recommendations to the Compensation Committee on base salary, annual incentive, long-term incentive compensation, and other awards as appropriate. The Compensation Committee reviews, discusses, and modifies, as appropriate, these compensation recommendations. All components of our executive compensation program must be approved by our Compensation Committee in its sole discretion.

The Compensation Committee is authorized by its charter to employ independent compensation consultants and other advisors. In 2025, the Compensation Committee engaged Meridian to serve as its independent consultant with respect to executive compensation. The Compensation Committee uses Meridian’s advice and insight to inform the eventual decision-making process. Meridian does not provide any other services to the Company.

2025 Compensation Elements

The key components of our 2025 executive compensation program are described below. Please also refer to the Summary Compensation Table on page 32 under 2024 Fiscal Year Compensation Tables.

Base Salary

Base salary is a fixed element of compensation that recognizes individual experience and expertise. The Compensation Committee reviewed base salaries during 2024 and established 2025 rates based on a competitive market assessment to ensure our program is market competitive. In addition to market data, base salary is reflective of the individual’s level of experience, expertise, and scope of responsibility.

The table below shows the base salaries in effect for each of our NEOs during 2025:

Named Executive Officer	2025 Base Salary	% Increase from 2024
Daniel Bernstein⁽¹⁾	$600,000	--
Farouq Tuweiq⁽²⁾	$600,000	60.0%
Lynn Hutkin⁽³⁾	$300,000	42.9%
Peter Bittner III	$300,000	--
Joseph Berry	$220,000	--
Kenneth Lai	$225,000	--

	1.	Mr. Bernstein’s base salary was $600,000 for the period from January 1, 2025 through May 31, 2025. Effective June 1, 2025, upon his appointment as Chairman of the Board of Directors, Mr. Bernstein is no longer entitled to a fixed base salary.
	2.	Mr. Tuweiq's base salary was $375,000 from January 1, 2025 through May 31, 2025. Effective June 1, 2025, in connection with Mr. Tuweiq’s promotion to the position of President and Chief Executive Officer, his base salary was increased to $600,000.
	3.	Ms. Hutkin's base salary was $210,000 from January 1, 2025 through May 31, 2025. Effective June 1, 2025, in connection with Ms. Hutkin's promotion to the position of Chief Financial Officer, her base salary was increased to $300,000.

Short-Term Incentive Compensation

“Total Incentive” Approach

The Compensation Committee is responsible for approving performance goals and related payout levels, setting each NEO’s target award opportunity and approving payouts under our Incentive Compensation Program, each as described in more detail below. Each year, the Compensation Committee will consider, select and review applicable measures for assessing performance, and will specify the methodology for calculating these measures, in each case, in a manner it deems equitable that is intended to achieve the purposes of the program and promote alignment of interests of our executives and stockholders. For 2025, the Compensation Committee assigned each NEO a target “Total Incentive” award opportunity (expressed as a percentage of base salary) based on competitive market data and the NEO’s position, responsibilities and role. Our “Total Incentive” approach focuses primarily on financial performance. The amount of our CEO and other NEOs’ incentive compensation awards are determined based on financial performance, with an individual modifier applied as appropriate. The awards are delivered through cash and equity awards. We refer to these performance incentives as our “Incentive Compensation Program”.

Incentive awards are determined as follows:

Target “Total Incentive” award Opportunity

Payout Percentage

(including Discretionary Modifier)

“Total Incentive”
Award Payout

Each NEO’s Target “Total Incentive” award Opportunity for 2025 was a percentage of base salary, as follows:

Named Executive Officer	2025 “Total Incentive” Target Award Opportunity (% of Base Salary)	2025 “Total Incentive” Target Award Opportunity ($)
Daniel Bernstein	150%⁽¹⁾	$450,000
Farouq Tuweiq	n/a⁽²⁾	$1,600,000
Lynn Hutkin	100%/125%⁽³⁾	$306,250
Peter Bittner III	125%	$375,000
Joseph Berry	125%	$275,000
Kenneth Lai	100%	$225,000

Mr. Bernstein’s 2025 “Total Incentive” target award opportunity was 150% of base salary for the period from January 1, 2025 through May 31, 2025. Effective June 1, 2025, upon his appointment as Chairman of the Board of Directors, Mr. Bernstein is no longer entitled to an incentive award on fixed base salary.

Per his employment agreement, Mr. Tuweiq 2025 “Total Incentive” target award opportunity is not expressed as a percentage and only as a dollar value.

Ms. Hutkin’s 2025 “Total Incentive” target award opportunity was based on an award opportunity percentage of 100% of base salary in effect from January 1, 2025 through May 31, 2025 and an award opportunity percentage of 125% of base salary in effect from June 1, 2025 through December 31, 2025.

Each NEO’s payout percentage is determined by the Compensation Committee based on achievement of the following performance measures relative to Bel’s 2025 operating plan and budget (except for Messrs. Bittner and Berry, whose performance measures were relative to the 2025 operating plan and budget of Bel Connectivity Solutions and Bel Magnetics Solutions, respectively), subject to adjustment with a modifier for individual performance. The Compensation Committee was responsible for establishing the specific quantitative and qualitative company/business unit and personal performance targets and objectives within the general performance criteria described below.

Company or, as Applicable, Business Unit Performance

Individual Performance Modifier

Performance was assessed using a matrix-based target derived by combining:

■ Adjusted net revenue⁽¹⁾ growth (of Company or, as applicable, business unit): measures annual top line growth, adjusted to exclude the effects of special items; and

■ Adjusted EBITDA⁽²⁾ margin (of Company or, as applicable, business unit): measures ability to maximize profitability and drive shareholder value.

These two performance measures were selected as they closely align compensation with performance measures that can be directly affected by management’s performance.

Modifies Company, or as applicable, business unit performance result based on individual performance

Performance is assessed based on individual, role specific performance goals where the Named Executive Officer is most able to influence the outcome, taking into account:

■ Strategic initiatives

■ Client outcomes

■ Leadership & talent

Adjusted net revenue is a non-GAAP financial measure. For purposes of the Incentive Compensation Program for 2025, we calculated adjusted net revenue by adjusting net sales for the Company or the particular business unit as set forth on or derived from our audited financial statements, to exclude the effects of expedite fee revenue and royalty income.

Adjusted EBITDA is a non-GAAP financial measure. For purposes of the Incentive Compensation Program for 2025, we calculated Adjusted EBITDA by adjusting net earnings for the Company or the particular business unit, as set forth on or derived from our audited financial statements, for interest expense, income tax expense and depreciation and amortization, in the manner set forth in our earnings releases.

The Compensation Committee established the following matrix by which to assess adjusted net revenue and Adjusted EBITDA margin performance relative to baselines set forth in the applicable 2025 Company, or as applicable, business unit operating plan and budget. Each NEO had the potential to earn between 0% and 200% of the “Total Incentive” target award opportunity based on achieved performance against pre-set performance goals, with 25% of target earned for threshold performance and 100% of target earned for target performance.

Based on this matrix, after consideration of Company, or as applicable business unit performance against pre-set performance goals for 2025, the Compensation Committee determined each NEO’s Payout Percentage as follows:

Named Executive Officer	Calculated Payout %
Daniel Bernstein	125%
Farouq Tuweiq	125%
Lynn Hutkin	125%
Peter Bittner III	100%
Joseph Berry	45%
Kenneth Lai	115%

Payout Modifications

After consideration of the matrix-based results and the individual performance factors noted below, the Compensation Committee approved the following adjusted final payout percentage for Mr. Berry only. The Compensation Committee did not modify the payouts for any other Named Executive Officers.

Named Executive Officer

Final

Payout % Based on Modified Target Opportunity

Individual Performance Considerations

Joseph Berry

75.0%

Mr. Berry’s contributions during the year included driving the successful closure of Bel’s manufacturing facility in Pingguo, China and transfer of those operations to other sites.

Impact of Individual Performance on 2025 “Total Incentive” Payout

Accordingly, based on the above, our Board, in accordance with the foregoing recommendations of our Compensation Committee, approved the following “Total Incentive” award payouts for 2025 to the following NEOs:

								Form of 2025 “Total Incentive” Award Payout⁽¹⁾
Named Executive Officer	2025 Target “Total Incentive” Award Opportunity		Final Payout Percentage			“Total Incentive” Award		Cash⁽²⁾ (of total)		Deferred Equity⁽³⁾ (of total)
Daniel Bernstein	$	450,000		125	%	$	562,500	$	281,250	$	281,250
Farouq Tuweiq	$	1,600,000		125	%	$	2,000,000	$	1,000,000	$	1,000,000
Lynn Hutkin⁽⁵⁾	$	306,250		125	%	$	382,813	$	246,094	$	136,719
Peter Bittner III	$	375,000		100	%	$	375,000	$	225,000	$	150,000
Joseph Berry	$	275,000		75	%	$	206,250	$	123,750	$	82,500
Kenneth Lai	$	225,000		115	%	$	258,750	$	194,063	$	64,688

“Total Incentive” award payouts for 2025 were paid or provided to each NEO partly in cash and partly in the form of time-based restricted stock awards for Class B Common Stock (“RSAs”), with the Compensation Committee determining the respective payout allocation for each participant. The Compensation Committee reserves the right to change the mix and medium of such payouts in future years.

The cash portion of the 2025 “Total Incentive” award earned for 2025 is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 32.

	3.	The amounts listed above were granted on March 15, 2026 in the form of RSAs, and are expected to be reflected in the “Stock Awards” column of the Summary Compensation Table covering 2026 to be disclosed by the Company in 2027. The dollar value of the deferred equity portion of the “Total Incentive” award was converted to shares based on the Bel Fuse Inc. Class B Common Stock price of $196.80, which represents the average closing price of Bel Fuse Inc. Class B Common Stock for the period of March 9, 2026 to March 13, 2026 (five business days prior to the March 15, 2026 grant date). The RSAs vest in equal one-third installments on each of the first, second and third anniversaries of the grant date subject to continued service on each vesting date (with certain exceptions for voluntary retirements).
	4.	The Target “Total Incentive” award opportunity and “Total Incentive” award payout for Mr. Bernstein were prorated for 2025 based upon his base salary in effect from January 1, 2025 through May 31, 2025. See "2025 Compensation Elements" above for details.

Target “Total Incentive” award opportunity and “Total Incentive” award payout for Ms. Hutkin were prorated for 2025 based upon her base salary in effect throughout the year. See "2025 Compensation Elements" above for details.

The applicable measures for assessing performance will be considered, reviewed and selected by the Compensation Committee on an annual basis. For 2025, the Incentive Compensation Program included the following:

●

For each participant, the Compensation Committee assigned (i) either Company-based measures or business-unit based measures, and (ii) the respective weightings that each performance measure was assigned on the matrix for the respective participant. For 2025, the applicable performance measures consist of measures related to (i) target net revenue (measured in dollars), and (ii) target non-GAAP Adjusted EBITDA Margin (measured as a percentage of net sales). For purposes of the program, non-GAAP Adjusted EBITDA Margin will be calculated using the methodology for deriving Adjusted EBITDA as set forth in the Company’s fiscal year 2025 earnings release, applied to the Company or to the particular business unit as applicable for the particular program participant. The Compensation Committee will specify the methodology for calculating the measures for purposes of the program in a manner it deems equi

SEC Form DEF 14A filed by Bel Fuse Inc.