VISHAY INTERTECHNOLOGY INC appointed Mr. Joel Smejkal as new CEO

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


CEO Retirement and Succession Plan


On February 22, 2022, Vishay Intertechnology, Inc. issued a press release announcing the decision of Dr. Gerald Paul, President and Chief Executive Officer, to retire effective December 31, 2022 and announcing the succession plan.


Dr. Paul intends to stand for re-election as a Class I Director at the 2022 annual meeting of stockholders, and, if elected, he will resign from the Board effective December 31, 2022. The Board intends to appoint his successor as CEO to the Board of Directors effective January 1, 2023.


The Board of Directors, upon the recommendation of its independent Nominating and Corporate Governance Committee, has appointed Mr. Joel Smejkal, age 55, to succeed Dr. Paul as President and Chief Executive Officer. In addition, on that Committee's recommendation, the Board has appointed Mr. Jeff Webster, age 51, to the position of Chief Operating Officer, reporting to the Chief Executive Officer. Both Messrs. Smejkal and Webster will assume their new roles on January 1, 2023.


Joel Smejkal has served as Executive Vice President, Corporate Business Development since July 1, 2020. He has held various positions of increasing responsibility since joining Vishay in 1990, including Executive Vice President, Business Head Passive Components (2017-2020) and Senior Vice President Global Distribution Sales (2012-2016). His experience with Vishay includes worldwide and divisional leadership roles in engineering, marketing, operations, and sales.


Jeff Webster has served as Executive Vice President, Business Head Passive Components since July 1, 2020. He has held various positions of increasing responsibility since joining Vishay in 2000, including Senior Vice President Global Quality (2014-2019) and Vice President Global Quality - Actives (2000-2014).


During the transition period, the Company's Compensation Committee intends to review and adjust the compensation arrangements and employment agreements of Messrs. Smejkal and Webster as appropriate considering their new positions. The Company intends to file a copy or summary of the material terms of such arrangements and agreements promptly following their adoption.


Except as disclosed herein, Mr. Smejkal was not appointed to his new position pursuant to any arrangement or understanding between Mr. Smejkal and any other person. There are no family relationships between Mr. Smejkal and the directors or other executive officers of the Company.


Except as disclosed herein, Mr. Webster was not appointed to his new position pursuant to any arrangement or understanding between Mr. Webster and any other person. There are no family relationships between Mr. Webster and the directors or other executive officers of the Company.


A copy of the press release is attached as Exhibit 99.1 to this report.


Retirement of Director and Appointment of New Chair of Audit Committee


On February 22, 2022, Director Thomas C. Wertheimer notified the Board of Directors of his decision to retire from the Board effective immediately prior to the commencement of the 2022 annual meeting of stockholders, and not to stand for re-election at that meeting. Mr. Wertheimer will continue to serve on the Board of Directors, as Chair of its Audit Committee and as a member of its Compensation Committee, through the end of his term. Vishay expresses its gratitude and appreciation for the many years of exemplary service that Mr. Wertheimer provided to Vishay and its stockholders. Mr. Wertheimer has not expressed any disagreements with Vishay with respect to any matter relating to Vishay's operations, policies, or practices.


Upon the recommendation of the Board's Nominating and Corporate Governance Committee, the Board of Directors appointed Mr. Jeffrey H. Vanneste, a current Board member and member of the Audit Committee, as Chair of the Audit Committee effective upon Mr. Wertheimer's retirement. Mr. Vanneste qualifies as an Audit Committee financial expert under rules of the Securities and Exchange Commission.


Base Salaries


On February 22, 2022, the Compensation Committee of Vishay's Board of Directors approved the 2022 base salaries for Vishay's executive officers.


The base salaries for 2022 are set forth below, with approximate U.S. dollar equivalents based on the average exchange rate for 2021:


Name 2022 Base Salary 


Marc Zandman

ILS 4,096,583 (approximately $1,270,000) (1)


Dr. Gerald Paul

€1,135,850 (approximately $1,340,000) (2)


Lori Lipcaman

€475,555 (approximately $560,000) (2)


Johan Vandoorn

€534,091 (approximately $630,000) (2)


Joel Smejkal 

$596,190


David Valletta 

$582,332


Clarence Tse

TWD 20,019,720 (approximately $710,000) (3)


Jeff Webster

ILS 1,689,857 (approximately $520,000) (1)


Andreas Randebrock

€344,801 (approximately $410,000) (2)


(1) Salary will be paid in Israeli shekels


(2) Salary will be paid in euro


(3) Salary will be paid in new Taiwan dollars