VISHAY INTERTECHNOLOGY INC (VSH)
Sector: Information Technology
2026 Annual Meeting Analysis
VISHAY INTERTECHNOLOGY INC · Meeting: May 18, 2026
Directors FOR
1
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Four Class II Directors to Hold Office Until the 2029 Annual Meeting of Stockholders
Against Analysis
Mr. Cody has served since 2018, so his tenure fully overlaps the 3-year underperformance period during which Vishay's stock returned -2.9% while the company's own disclosed compensation peer group returned a median of +68.4% — a gap of 71.3 percentage points, far exceeding the 20-point trigger threshold for companies with negative absolute returns; the 5-year record (-11.6% vs. peer median +45.4%, a gap of 57.0pp) also exceeds the threshold, so the 5-year mitigant does not rescue the vote.
Dr. Ludomirski has served since 2003, so his tenure fully overlaps the 3-year underperformance period; Vishay's stock returned -2.9% over three years while the company's own compensation peer group returned a median of +68.4%, a gap of 71.3 percentage points well above the 20-point trigger; the 5-year record is similarly poor (-11.6% vs. peer median +45.4%), so the 5-year mitigant does not apply.
Mr. Zilberman has served since 2017, so his tenure fully overlaps the 3-year underperformance period; Vishay's stock returned -2.9% over three years while the company's own compensation peers returned a median of +68.4%, a gap of 71.3 percentage points far exceeding the 20-point trigger; the 5-year record (-11.6% vs. peer median +45.4%) also exceeds the threshold, meaning the 5-year mitigant does not apply.
For Analysis
Mr. Malvisi joined the board in 2023, meaning his tenure is less than 36 months and he joined after the underperformance period was already underway; the policy exempts directors who joined within 24 months and provides mitigating context for those who joined during an already-underperforming period, so a No vote is not warranted here.
Three of the four Class II nominees (Cody, Ludomirski, Zilberman) are recommended AGAINST due to severe and sustained stock underperformance: Vishay's 3-year total return of -2.9% trails the company's own disclosed compensation peer group median of +68.4% by 71.3 percentage points, well above the 20-point trigger applicable to companies with negative absolute returns; the 5-year record is equally poor, so the mitigant does not apply. John Malvisi is recommended FOR because he joined in 2023 and his tenure does not meaningfully overlap the underperformance period, providing mitigating context under the policy.
Say on Pay
✓ FORCEO
Joel Smejkal
Total Comp
$10,335,059
Prior Support
98%+%
CEO Joel Smejkal received total compensation of approximately $10.3 million, which is within a reasonable range for a CEO of a $2.8 billion technology company; the pay structure is appropriately designed with a meaningful portion in variable compensation — roughly 90% of total pay comes from equity awards and performance-based bonuses, well above the 50-60% variable pay threshold required by our policy; although Vishay's stock has underperformed peers significantly over three years, the incentive structure did reflect this — the 2023 performance stock awards paid out at zero (rTSR of 66.4% versus a target of 134.5%), demonstrating that the pay-for-performance linkage is functioning as intended, and prior-year Say on Pay support was over 98%, indicating strong shareholder endorsement of the compensation program.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
0 yrs
Audit Fees
$5,500,000
Non-Audit Fees
$1,000,000
Deloitte & Touche LLP is a new engagement for fiscal year 2026, replacing Ernst & Young LLP after a competitive process conducted by the Audit Committee; as a brand-new auditor, there are no tenure concerns; non-audit fees (audit-related $300K + tax $600K + other $100K = $1,000,000) represent approximately 18% of core audit fees ($5,500,000), well below the 50% threshold; Deloitte is a Big 4 firm fully appropriate for a $2.8B public company with global operations.
Overall Assessment
The 2026 Vishay annual meeting presents a mixed ballot: three of four director nominees are recommended AGAINST due to severe multi-year stock underperformance relative to the company's own peer group (a 71-percentage-point gap over three years with no recovery at the five-year horizon), while the new auditor ratification and Say on Pay proposals both warrant support given clean fee ratios, a new-auditor fresh start, and a compensation structure that demonstrably withheld incentive pay when performance targets were missed. Shareholders should note that the Zandman family controls approximately 44% of total voting power, which substantially limits the practical impact of independent shareholder votes against the director nominees.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing