Sector: Information Technology
VISHAY PRECISION GROUP INC · Meeting: May 19, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
VPG's 3-year stock return of +20.8% outperforms the disclosed peer group median by +22.0 percentage points, well below the 50-point underperformance threshold needed to trigger a vote against; no overboarding, attendance, or independence issues identified.
Long-tenured independent chairman with strong financial credentials (CPA, audit committee financial expert); TSR trigger does not apply as VPG outperforms peer median by +22pp over 3 years, and no overboarding or attendance concerns are present.
Independent director with relevant business and digital marketing experience; has served since 2022 and the TSR trigger does not apply given VPG's positive peer-relative performance; no overboarding or attendance issues identified.
Joined the board in 2024, well within the 24-month new-director exemption period, so the TSR trigger does not apply; brings relevant technology and CEO-level operating experience.
Joined the board in 2024, within the 24-month new-director exemption period, so the TSR trigger does not apply; brings relevant technology commercialization and venture capital expertise.
Joined the board in 2025, well within the 24-month new-director exemption period, so the TSR trigger does not apply; is a credentialed CPA with extensive CFO experience supporting audit committee service.
All six nominees pass the policy screens: VPG's 3-year stock return of +20.8% outperforms the disclosed compensation peer group median by +22 percentage points, which is well below the 50-point threshold required to trigger votes against directors under the strong-positive-TSR tier; the two directors who joined in 2024 and the one who joined in 2025 are within the 24-month new-director exemption window; no overboarding, attendance failures, or independence concerns were identified for any nominee.
CEO
Ziv Shoshani
Total Comp
$2,279,041
Prior Support
99%%
CEO total compensation of $2,279,041 is reasonable for a technology company of VPG's approximately $655 million market cap, consisting primarily of base salary ($743,235) and equity awards ($1,300,661), with no cash bonus paid because both performance targets (adjusted EBITDA and adjusted operating margin) fell below the 80% minimum threshold — demonstrating that the pay-for-performance structure actually worked as intended. The compensation mix is sound: roughly 57% of total pay is in equity awards with real performance conditions, annual cash bonuses were fully withheld due to missed targets, and prior-year say-on-pay support exceeded 99%. The company has a formal clawback policy adopted in November 2023 in compliance with Dodd-Frank requirements.
Auditor
Brightman Almagor Zohar & Co. (a firm in the Deloitte global network)
Tenure
7 yrs
Audit Fees
$2,063,000
Non-Audit Fees
$64,000
Non-audit fees (tax fees of $64,000) represent only about 3.1% of audit fees ($2,063,000), far below the 50% threshold that would raise independence concerns; auditor tenure of approximately 7 years is well below the 25-year tenure trigger; no material restatements were identified; Brightman Almagor Zohar & Co. is a member of the Deloitte global network, appropriate for a company of VPG's size and complexity.
The 2026 VPG annual meeting ballot is straightforward and presents no significant governance concerns: all six director nominees pass the TSR and qualifications screens, the auditor relationship is clean with minimal non-audit fees and a modest tenure of seven years, and the executive pay program demonstrated genuine pay-for-performance alignment by withholding all annual cash bonuses when the company missed its financial targets. All three proposals receive a FOR determination.
8 companies disclosed in 2026 proxy filing
