Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Certain New Financial Officers
On February 27, 2024, Vishay Intertechnology, Inc.'s (the "Company" or "Vishay") Board of Directors appointed David E. McConnell
as its Executive Vice President – Chief Financial Officer (principal financial officer) and David L. Tomlinson to the newly created role of Senior Vice President – Chief Accounting Officer (principal accounting officer), each effective March 1,
2024.
Mr. McConnell, 57, has held various positions of increasing responsibility since joining Vishay in 1992, including Senior Vice
President – Corporate Treasurer and Risk Management since January 2016, and responsibility for corporate treasury since 2011. Mr. McConnell’s experience includes numerous roles in corporate, regional, and divisional finance. Prior to joining
Vishay, Mr. McConnell worked at Ernst & Young LLP serving large, multinational clients in various industries. Mr. McConnell is a Certified Public Accountant in Pennsylvania.
Mr. Tomlinson, 49, has held various positions of increasing responsibility since joining Vishay in 2003, including Senior Vice
President – Corporate Controller since November 2009. Prior to joining Vishay, Mr. Tomlinson was an audit manager at PricewaterhouseCoopers LLP serving large, multinational clients in various industries. Mr. Tomlinson is a Certified Public
Accountant in Pennsylvania.
Except as disclosed herein, Mr. McConnell was not appointed to his new position pursuant to any arrangement or understanding
between him and any other person.
Except as disclosed herein, Mr. Tomlinson was not appointed to his new position pursuant to any arrangement or understanding
between him and any other person.
There are no family relationships between Mr. McConnell and any director, executive officer, or any person nominated or chosen
by the Company to become a director or executive officer. Mr. McConnell is not a party to, and does not have any direct or indirect material interest in, any current or proposed transaction requiring disclosure under Item 404(a) of Regulation
S–K.
There are no family relationships between Mr. Tomlinson and any director, executive officer, or any person nominated or chosen
by the Company to become a director or executive officer. Mr. Tomlinson is not a party to, and does not have any direct or indirect material interest in, any current or proposed transaction requiring disclosure under Item 404(a) of Regulation
S–K.
On February 27, 2024, Vishay issued a press release announcing these appointments and the planned
departure described below under the heading “Departure of Chief Financial Officer.” This press release is filed as Exhibit 99.1 to this Current Report on Form 8–K.
Departure of the Chief Financial Officer
On February 27, 2024, the Board of Directors of Vishay Intertechnology, Inc. was notified that Lori Lipcaman would be stepping
down from her position as Executive Vice President – Chief Financial Officer effective March 1, 2024. Ms. Lipcaman will remain with the Company in an advisory capacity until March 31, 2024, to ensure a smooth transition.
Ms. Lipcaman is entitled to severance benefits consistent in all material respects with those described in her employment
agreement. Specifically, these severance benefits consist of three years of base salary continuation, an annual bonus for 2023 based on actual performance, the vesting of outstanding time–based equity grants and the survival of outstanding
performance–based equity grants (which will vest or be forfeited based on actual performance through the end of the applicable performance periods). These severance benefits are conditioned upon Ms. Lipcaman signing a release of claims and
complying with pre–existing restrictive covenants.
Officer Compensation Matters
On February 27, 2024, the Compensation Committee of the Board of Directors approved the execution of employment agreements with
Mr. McConnell and Michael O’Sullivan, who was appointed Executive Vice President – Chief Administrative and Legal Officer effective January 1, 2024. The Compensation Committee also approved certain amendments to conform the employment
agreements of Joel Smejkal, President and Chief Executive Officer; Jeff Webster, Executive Vice President – Chief Operating Officer; Roy Shoshani, Executive Vice President – Chief Technical Officer; and Peter Henrici, Executive Vice President
– Corporate Development, to the agreements of Messrs. McConnell and O’Sullivan. Finally, concurrent with his appointment, the Company also entered into an employment agreement with Mr. Tomlinson (collectively, the employment agreements with
Messrs. Smejkal, Webster, Shoshani, Henrici, McConnell, O’Sullivan and Tomlinson, as amended, are herein referred to as the “Employment Agreements.”)
The base salaries for 2024 were established as follows (with approximate U.S. dollar equivalents based on the average exchange
rate for 2023):
Marc Zandman
|
ILS 4,387,800 (approximately $1,190,000)(1)
|
Joel Smejkal
|
$936,000
|
Jeff Webster
|
ILS 1,887,000 (approximately $510,000)(1) |
David McConnell
|
$399,000 |
Roy Shoshani
|
$552,000 |
Michael O'Sullivan
|
$447,000 |
Peter Henrici
|
$431,000 |
David Tomlinson
|
$373,000
|
|
|
|
(1) Salary will be paid in Israeli shekels
|
The
Employment Agreements of Mr. McConnell, O'Sullivan and Tomlinson create certain minimum target annual cash bonus opportunities. The amendments to the Employment Agreements of the other executives adjust their target annual cash bonus
opportunities for 2024 and establish the adjusted amounts as minimum target opportunities for future years. Therefore, pursuant to the Employment Agreements, each executive’s minimum target opportunity for his annual cash bonus beginning in
2024, as a percentage of base salary, is as follows (although, subject to these minimums, the actual target opportunity for future years will be determined by the Compensation Committee (or by the Company, in the case of Mr. Tomlinson)):
Joel Smejkal
|
130%
|
Jeff Webster
|
100% |
David McConnell
|
80% |
Roy Shoshani
|
100% |
Michael O'Sullivan
|
50% |
Peter Henrici
|
55% |
David Tomlinson
|
50%
|
The amendment to Mr. Shoshani's Employment Agreement deletes his monthly housing allowance. The amendment to Mr. Henrici's Employment Agreement reflects his previously announced appointments, effective January 1, 2023, to the roles of
Executive Vice President – Corporate Development and Corporate Secretary. The amendments make no other material changes to the Employment Agreements of Messrs. Smejkal, Webster, Shoshani and Henrici.
The
remaining terms and conditions of the employment agreements of Messrs. McConnell, O'Sullivan and Tomlinson reflect the following terms, which are substantially similar to the existing employment agreements of Messrs. Smejkal, Webster,
Shoshani and Henrici.