Not independent
Tenure on this board
15.9 yrs
6 nominees · 3 ballot items.
Election of six directors; Ratification of independent registered public accounting firm; Advisory (non-binding) vote to approve executive compensation.
Election of six directors to hold office until the 2027 annual meeting.
Ratify Brightman Almagor Zohar & Co. as the Company’s independent registered public accounting firm for fiscal year 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of Brightman Almagor Zohar & Co. as VPG’s independent registered public accounting firm for fiscal year 2026. Management seeks ratification as a matter of good corporate governance and to provide shareholders an opportunity to voice approval of the auditor. The Audit Committee has overseen the relationship, reviewed the auditors’ independence and approved non-audit services under a pre-approval policy; Brightman Almagor Zohar & Co. has audited the company since 2019 and billed audit fees of $2,063,000 for 2025. While auditor ratification is a routine item (and not required legally), many institutional investors treat ratification as a signal about audit quality and independence. The Board recommends voting FOR because the Audit Committee concluded the auditor’s performance and independence were satisfactory, the firm is familiar with VPG’s operations and international accounting considerations, and pre-approval controls are in place to manage non-audit services. Potential considerations for investors include auditor tenure and concentration of fees, but the Audit Committee concluded non-audit fees did not impair independence and pre-approval policies were followed.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory (non-binding) approval of the company's executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks shareholder endorsement to validate its pay philosophy that ties compensation to both short-term and long-term performance through annual cash bonuses and multi-year performance- and time-vested RSUs. The Compensation Committee points to prior high shareholder support (over 99% in 2025) and to program features that mitigate excessive risk (caps on bonuses, multi-year vesting, performance metrics like adjusted EBITDA, adjusted operating margin, cumulative adjusted net earnings and cumulative adjusted free cash) as justification for the recommendation. Investors should evaluate whether the performance targets are sufficiently rigorous and transparent, whether equity grants and bonus caps align with peers, and how the company's recent performance (notably adjusted EBITDA and adjusted operating margin below 80% thresholds in 2025 resulting in no cash bonuses) validates or challenges the compensation structure. The Board recommends voting FOR, noting it will consider stockholder feedback though the vote is non-binding.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Portolan Capital Management, LLC | 7.7% | 1,019,868 | $44M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.0% | 662,634 | $29M |
| 3 | T. Rowe Price Investment Management, Inc. | 4.4% | 585,697 | $25M |
| 4 | NEEDHAM INVESTMENT MANAGEMENT LLC | 4.4% | 580,000 | $25M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 518,030 | $22M |
| 6 | BlackRock, Inc. | 3.6% | 477,563 | $21M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 3.3% | 437,173 | $19M |
| 8 | ROYCE ASSOCIATES LP | 3.0% | 405,673 | $18M |
| 9 | Harvey Partners, LLC | 3.0% | 401,571 | $17M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.0% | 396,968 | $17M |
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