Proxy Statement (Form DEF 14A)

Filed by the Registrant ☒
Filed by a party other than the Registrant ☐

Payment of filing fee (Check the appropriate box):

63 LANCASTER AVENUE

MALVERN, PENNSYLVANIA 19355

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Vishay Intertechnology, Inc., to be held at 9:00 a.m., U.S. eastetime, on Tuesday, May 20, 2025.

Vishay has adopted a virtual annual meeting in 2025. The annual meeting will be accessible to stockholders via the Internet at www.virtualshareholdermeeting.com/VSH2025. To participate, stockholders will need the control number included on the attached Notice of Annual Meeting of Stockholders, on your proxy card, or on your voting instruction form. Those without a control number may attend as guests of the meeting, but they will not have the option to vote their shares during the meeting or ask questions during the virtual event.

During the annual meeting, we will discuss each item of business described in the attached Notice of Annual Meeting of Stockholders and proxy statement.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Vishay. We hope you will be able to attend the virtual annual meeting. Whether or not you expect to attend the virtual annual meeting, and regardless of the number of shares you own, it is important that your shares are represented and voted at the annual meeting. Therefore, you are encouraged to sign, date, and retuthe enclosed proxy card in the retuenvelope provided, or follow the instructions to vote online, so that your shares will be represented and voted at the annual meeting.

Sincerely,

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held May 20, 2025.

The following materials, also included with this Notice, are available for viewing on the Internet:

Proxy Statement for the 2025 Annual Meeting of Stockholders

2024 Annual Report to Stockholders

To view these materials, visit ir.vishay.com.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Virtual Shareholder Meeting

ITEMS OF BUSINESS:

1. the election of three directors to hold office until 2028;

2. the ratification of our independent registered public accounting firm;

3. the advisory vote on executive compensation;

4. the advisory vote on the frequency of the advisory vote on executive compensation; and

5. such other business as may be brought properly before the meeting.

ADJOURNMENTS AND POSTPONEMENTS:

The stockholders of record at the close of business on March 24, 2025, will be entitled to vote at the virtual annual meeting or at any adjournment thereof.

VOTING:

Whether or not you expect to participate in the online meeting, please complete, date, and sign the enclosed proxy card and retuit without delay in the enclosed envelope which requires no additional postage if mailed in the United States. If you are enrolled in our electronic proxy materials delivery service and received these proxy materials via the Internet, you will need to follow the procedures for online voting to vote your shares.

By Order of the Board of Directors,

TABLE OF CONTENTS

SECTION
Compensation Tables		42
	Summary Compensation Table	42
	2024 Grants of Plan Based Awards	45
	Outstanding Equity Awards at Fiscal Year End	47
	2024 Stock Vested	48
	Pension and Retirement Benefits	48
	2024 Pension and Retirement Benefits Table	49
	Non-qualified Deferred Compensation	49
	2024 Non-qualified Deferred Compensation Table	50
	Potential Payments Upon Termination or a Change in Control	51
	Median Pay Ratio	56
	Pay Versus Performance	57
	2025 Executive Compensation	59
	Additional Information on Equity Compensation Plans	60
Proposal Three - Advisory Vote on Executive Compensation		61
Proposal Four - Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation		62
Certain Relationships and Related Transactions		63
About the Meeting		65
	Why did I receive these materials?	65
	What is a proxy?	65
	What is the record date and why is it important?	65
	What is the difference between "Stockholders of Record" and "Beneficial Owners"?	65
	May I attend the annual meeting? What do I need in order to attend the meeting?	65
	What proposals will I be voting on and how does the Board of Directors recommend I vote?	65
	Does Vishay have more than one class of stock outstanding?	65
	What are the voting rights of each class of stock?	66
	What constitutes a quorum?	66
	How are abstentions and broker non-votes considered?	66
	What vote is required to approve each proposal?	66
	Who paid to send me the proxy materials?	67
	How do I vote my shares? Can I vote electronically?	67
	Can I change my vote after I retumy proxy card?	68
	What will happen if I provide my proxy but do not vote on a proposal?	68
	What will happen if I do not provide my proxy?	68
	Who will verify the election results?	68
	Are there any stockholders who own more than 5% of Vishay's shares or voting power?	68
Other Matters		69
	Availability of Annual Report and Form 10-K to Stockholders	69
	Stockholder Proposals for 2026 Annual Meeting	69

E	Executive Committee
A	Audit Committee
NCG	Nominating and Corporate Governance Committee
CC	Compensation Committee
EA	Equity Award Committee
C	Committee Chair
M	Committee Member
(FE)	Financial Expert

Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors (the "Board") has determined to reappoint the public accounting firm of Ernst & Young LLP as the independent registered public accounting firm to audit our financial statements for the year ending December 31, 2025, as well as to audit the effectiveness of our internal control over financial reporting. Although stockholder approval for the appointment of Ernst & Young LLP is not required, we are continuing our practice of submitting the selection of the independent registered public accounting firm to our stockholders for their ratification.

DIRECTORS

The following table summarizes the current directors as of March 24, 2025:

(1)		Nominees for election at 2025 Annual Meeting.
(2)		Mr. Talbert's term on the Board will expire at the 2025 Annual Meeting.
(3)		Mr. Shoshani resigned from the Board on February 26, 2025, effective immediately before the election of directors at the 2025 Annual Meeting.
E:		Executive Committee
A:		Audit Committee
NCG:		Nominating and Corporate Governance Committee
CC:		Compensation Committee
EA:		Equity Award Committee
C:		Committee Chair
M:		Committee Member
(FE):		Financial Expert

		Dr. Renee B. Boothhas served since 1999 as President of Leadership Solutions, Inc., a boutique human resources consulting firm specializing in leadership assessment, selection, development and motivation. Prior to founding Leadership Solutions, Inc., Dr. Booth was the EasteRegional Practice Leader for the Human Capital Group of Watson Wyatt Worldwide. Dr. Booth also served as Senior Vice President, Corporate Human Resources of financial services company ADVANTA Corporation, and spent more than a decade in senior positions with Hay Management Consultants. Dr. Booth is a Board of Trustee member at the Franklin Institute in Philadelphia where she serves on the Executive Committee and as Chair of the Education Committee and was past Chair of the Compensation Committee. She previously served as a Board member of Kenexa, a human capital solutions provider, which was acquired by IBM and where she was Chair of the Compensation Committee. Dr. Booth received a B.A. in psychology from the University of Maryland and a M.S. and Ph.D. in industrial/organizational psychology from the Pennsylvania State University.Dr. Booth brings to the Board extensive organizational experience with leadership assessment and development. Additionally, Dr. Booth's current and prior positions as a director provide important expertise with human capital matters.
		Dr. Michiko Kurahashihas served since 2020 as an adjunct professor at New York University educating executives, graduate students, and undergraduates in the current trends in marketing, communications, public relations, and digital marketing technology applicable to a wide range of businesses and industries. From 2016 to 2020, Dr. Kurahashi was Chief Marketing Officer at AXIS Capital (NYSE: AXS), a global commercial insurer and reinsurer. In that role, Dr. Kurahashi launched the firm's new "One AXIS" brand, implemented AI-driven marketing initiatives and streamlined marketing processes. Prior to that, Dr. Kurahashi was Head of Marketing at CIT Bank, an online bank, and held senior marketing and communication positions at global financial institutions including UBS AG and HSBC Private Bank. Throughout her career, Dr. Kurahashi has won numerous industry awards for her work. Dr. Kurahashi received a B.A. in sociology from the University of Michigan - Ann Arbor; a M.A. in social stratification theory and a Ph.D. in quantitative research, labor markets from Cornell University.Dr. Kurahashi's deep knowledge of corporate brand strategy and digital marketing expertise provides the Board with a key strategic and operational perspective in a continuously changing marketplace.
		Joel Smejkalwas appointed President and Chief Executive Officer and elected to the Vishay Board and to the Executive Committee, effective January 1, 2023. Mr. Smejkal has held various positions of increasing responsibility since joining Vishay in 1990 including Executive Vice President - Corporate Business Development (2020 - 2022), Executive Vice President and Business Head Passive Components (2017 - 2020) and Senior Vice President Global Distribution Sales (2012 - 2016). Mr. Smejkal's experience with Vishay includes worldwide and divisional leadership roles in engineering, marketing, operations and sales. He was a product developer of 18 U.S. Patents for the Power Metal Strip® resistor technology and brings significant business development, marketing and sales experience.

•	An annualized cash retainer of $70,000, paid in two semi-annual installments;
•	An additional $12,000 for each member of the Audit Committee, other than the Chair who receives $30,000;
•	An additional $10,000 for each member of the Compensation Committee, other than the Chair who receives $20,000;
•	An additional $5,000 for each member of the Nominating and Corporate Governance Committee, other than the Chair who receives $15,000; and
•	An annual grant of Restricted Stock Units ("RSUs") on the first stock trading day of the year, determined as a total incentive value of $180,000 divided by the closing stock price of the last trading day of the previous fiscal year, cliff vesting in 3 years or ratably upon earlier cessation of service (other than for cause). Vesting of these awards will accelerate in the event of a change-in-control.

GOVERNANCE OF THE COMPANY

What is corporate governance?

Corporate governance is the process by which companies govethemselves.

At Vishay, day-to-day business activities are carried out by our employees under the direction and supervision of our CEO. The Board of Directors oversees these activities. In doing so, each director is required to use his or her business judgment in the best interests of Vishay and our stockholders. The Board's primary responsibilities include:

•	Review of Vishay's performance, strategies, and major decisions;
•	Oversight of Vishay's compliance with legal and regulatory requirements and the integrity of its financial statements;
•	Oversight of management, including review of the CEO's performance and succession planning for key management roles;
•	Oversight of risk management; and
•	Oversight of compensation for the CEO, key executives and the Board, as well as oversight of compensation policies and programs for all employees.

Additional description of the Board's responsibilities is included in our Corporate Governance Principles, which is available to stockholders on our website and in print upon request, as described below.

Where can I find more information about the corporate governance practices of Vishay?

Various corporate governance related documents are available on our website. These include:

•	Corporate Governance Principles
•	Code of Business Conduct and Ethics
•	Code of Ethics for Financial Officers
•	Audit Committee Charter
•	Nominating and Corporate Governance Committee Charter
•	Compensation Committee Charter
•	Amended and Restated Executive Stock Ownership Guidelines
•	Director Stock Ownership Guidelines
•	Clawback Policy
•	Hedging-Pledging Policy
•	Nominating and Corporate Governance Committee Policy Regarding Qualification of Directors
•	Related Party Transactions Policy
•	Sustainability Report

To view these documents, access ir.Vishay.comand click on "Corporate Governance." Any of these documents can be obtained in print by any stockholder upon written request to Vishay's investor relations department.

We intend to post any amendments to, or any waivers from, a provision of our Code of Business Conduct and Ethics or Code of Ethics for Financial Officers on our website.

The Nominating and Corporate Governance Committee, with the help of counsel, has reviewed the applicable legal standards for Board and committee member independence and the Company's standards of independence and applied the criteria to determine "audit committee financial expert status". The Committee has also reviewed a summary of the answers to annual questionnaires completed by each director. On the basis of this review the Committee has communicated its findings to the full Board and the Board has affirmatively concluded that Dr. Renee B. Booth, Michael J. Cody, Dr. Michiko Kurahashi, Dr. Abraham Ludomirski, John Malvisi, Timothy Talbert, and Raanan Zilberman qualify as independent directors. Each of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee of the Board is composed entirely of independent directors.

How often did the Board meet during 2024?

The Board of Directors met eight times during the year ended December 31, 2024. Regularly scheduled executive sessions of the Board's independent directors were also held. In 2024, each director attended at least 75% of the aggregate number of meetings of the Board of Directors and any committee on which such director served. Vishay's policy on director attendance at annual meetings of stockholders is included in Vishay's Corporate Governance Principles which may be found on our website at ir.Vishay.com.

(1)	The Executive Committee meets informally throughout the year to discuss various business issues. Informal meetings are not included in the number of meetings disclosed above.
(2)	Most actions by the Equity Award Committee are executed by unanimous written consent.

What is the Board's role in risk oversight?

Management continually monitors the material risks facing the Company, including financial risk, strategic risk, operational risk, cybersecurity risk, and legal and compliance risk. The Board of Directors is responsible for exercising oversight of management's identification and management of, and planning for, those risks. Although the Board is ultimately responsible for risk oversight at the Company, the Board has delegated to certain committees oversight responsibility for those risks that are directly related to their area of focus.

The Audit Committeereviews our policies and guidelines with respect to risk assessment and risk management, including our material financial risk exposures and cybersecurity risk, and oversees the steps management has taken to monitor and control those exposures.

The Compensation Committeeconsiders risk issues when establishing and administering our compensation programs for executive officers and other key personnel.

The Nominating and Corporate Governance Committeeoversees corporate governance risks, including matters relating to the composition and organization of the Board and recommends to the Board how its effectiveness can be improved by changes in its composition and organization.

Each of these committees routinely reports to the Board on the management of these specific risk areas. To permit the Board and its committees to perform their respective risk oversight roles, individual members of management who supervise the Company's risk management report directly to the Board or the relevant committee of the Board responsible for overseeing the management of specific risks, as applicable.

The Board believes that full and open communication between management and the Board is essential for effective risk management and oversight. Members of the Company's senior management regularly attend Board and committee meetings and are available to address any questions or concerns raised on matters related to risk management. The Board and its committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board.

How does the Board select nominees for the Board?

In selecting candidates for nomination at the annual meeting of our stockholders, the Nominating and Corporate Governance Committee begins by determining whether the incumbent directors whose terms expire at the meeting desire and are qualified to continue their service on the Board. We are of the view that the repeated service of qualified incumbents promotes stability and continuity in the boardroom, giving us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure and contributing to the Board's ability to work as a collective body. Accordingly, it is the policy of the Committee, absent special circumstances, to nominate qualified incumbent directors who continue to satisfy the Committee's criteria for membership on the Board, who the Committee believes will continue to make important contributions to the Board, and who consent to stand for re-election and, if re-elected, to continue their service on the Board. If there are Board positions for which the Committee will not be re-nominating a qualified incumbent, the Committee will solicit recommendations for nominees from persons who the Committee believes are likely to be familiar with qualified candidates, including members of the Board and senior management.

The Committee may also engage an independent search firm to assist in identifying qualified candidates. Where such a search firm is engaged, the Committee will set the fees and scope of engagement. The Committee will review and evaluate each candidate who it believes merits serious consideration, taking into account all available information concerning the candidate, the qualifications for Board membership established by the Committee, the existing composition and mix of talent and expertise on the Board and other factors that it deems relevant. In conducting its review and evaluation, the Committee may solicit the views of management and other members of the Board and may, if deemed helpful, conduct interviews of proposed candidates. The Committee will evaluate candidates recommended by stockholders in the same manner as candidates recommended by other persons, except that the Committee may consider, as one of the factors in its evaluation of stockholder recommended candidates, the size and duration of the interest of the recommending stockholder or stockholder group in the equity of Vishay and whether the stockholders or stockholder group intend to continue holding its interest through the annual meeting date.

What qualifications must a director have?

Candidates for nomination to our Board are selected by the Nominating and Corporate Governance Committee in accordance with the Committee's charter, our Certificate of Incorporation, our Amended and Restated Bylaws (as amended, the "Bylaws") and our Corporate Governance Principles. Under our Nominating and Corporate Governance Committee Policy Regarding Qualifications of Directors, which can be found on our website, we require that all candidates for director (including the continued service of existing members) be persons of integrity and sound ethical character; be able to represent all stockholders fairly; have no interests that materially conflict with those of Vishay and our stockholders; have demonstrated professional achievement; have meaningful management, advisory or policy making experience; have a general appreciation of the major business issues facing the Company; and have adequate time to devote to serve on the Board of Directors. When considering nominees, the Nominating and Corporate Governance Committee may also consider whether the candidate possesses the qualifications, experience and skills it considers appropriate in the context of the Board's overall composition and needs. A limited exception to some of these requirements, other than the requirements of integrity and ethics and the absence of material conflict, may be made for a holder of substantial voting power. Additionally, directors may not stand for re-election after the age of 75 unless the Board makes an affirmative determination that, because of the importance and value of the continued service of a director, the retirement policy should be waived, and in no event may a director stand for re-election after the age of 85. This policy does not apply to any person who controls more than 20% of the voting power of the Company. We also require that a majority of directors be independent; at least three of the directors have the financial literacy necessary for service on the Audit Committee and at least one of these directors qualifies as an Audit Committee financial expert; at least some of the independent directors have served as senior executives of public or substantial private companies; and at least some of the independent directors have general familiarity with the industries in which we operate. Additionally, while the Company does not have a formal policy with respect to the consideration of diversity in identifying director candidates, the benefits of board diversity are considered in the nominations process, including diversity of background and experience. A detailed description of the qualifications required of candidates for director, as well as the specific qualities or skills we believe should be possessed by one or more directors, can be found on our website under our Nominating and Corporate Governance Committee Policy Regarding Qualifications of Directors.

To assist it with its evaluation of the director nominees for election at the 2025 Annual Meeting, the Nominating and Corporate Governance Committee took into account all of the factors listed above. In the section "Directors", under the heading "Nominees for Terms Expiring 2028", we provide an overview of each nominee's principal occupation, together with the qualifications, key attributes and skills that the Nominating and Corporate Governance Committee and the Board believes will best serve the interests of the Board, the Company and our stockholders.

Can I recommend a nominee for director?

Yes. The Nominating and Corporate Governance Committee will consider recommendations for director nominations submitted by stockholders entitled to vote generally in the election of directors. Submissions must be made in accordance with the Committee's procedures, as outlined below and set forth on our website. For each annual meeting of our stockholders, the Committee will accept for consideration only one recommendation from any stockholder or affiliated group of stockholders. The Committee will only consider candidates who satisfy our minimum qualifications for director, as summarized in this proxy statement and as set forth on our website. In considering a stockholder recommendation, the Committee will take into account, among other factors, the size and duration of the recommending stockholder's ownership interest in Vishay and whether the stockholder intends to continue holding that interest through the annual meeting date. Stockholders should be aware, as discussed above, that it is our general policy to re-nominate qualified incumbent directors and that, absent special circumstances, the Committee will not consider other candidates when a qualified incumbent director consents to stand for re-election.

A stockholder wishing to recommend to the Nominating and Corporate Governance Committee a candidate for election as director must submit the recommendation in writing, addressed to the Committee, care of our Corporate Secretary, at Vishay Intertechnology, Inc., 63 Lancaster Avenue, Malvern, PA 19355. Submissions must be made by mail, courier, or personal delivery. E-mailed submissions will not be considered. Submissions recommending candidates for election at an annual meeting of stockholders must generally be received no later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual meeting of stockholders. In the event that the date of an annual meeting of stockholders is changed by more than 30 days following the first anniversary date of the annual meeting of stockholders for the prior year, the submission must be made a reasonable time in advance of the mailing of our proxy statement for the current year. Each nominating recommendation must be accompanied by the information called for by our "Procedures for Securityholders' Submission of Nominating Recommendations". This includes specified information concerning the stockholder or group of stockholders making the recommendation and the proposed nominee, any relationships between the recommending stockholder or stockholders and the proposed nominee and the qualifications of the proposed nominee to serve as director. The recommendation must also be accompanied by the consent of the proposed nominee to serve if nominated and elected and the agreement of the nominee to be contacted by the Committee, if the Committee decides in its discretion to do so.

How do stockholders and others communicate with the Board?

Vishay stockholders may communicate with the Board of Directors, any committee of the Board or any individual director, and any interested party may communicate with the independent directors of the Board as a group, by delivering such communications either in writing addressed or by e-mail to:

		By Mail				By e-mail
		Corporate Secretary Vishay Intertechnology, Inc. 63 Lancaster Avenue Malvern, PA 19355				boardofdirectors@Vishay.com Communications should not exceed 1,000 words

All communications must be accompanied by the following information: (i) if the person submitting the communication is a securityholder, a statement of the type and amount of the securities of Vishay that the person holds; (ii) if the person submitting the communication is not a securityholder and is submitting the communication to the independent directors as an interested party, the nature of the person's interest in Vishay; (iii) any special interest, meaning an interest not in the capacity as a securityholder of Vishay, of the person in the subject matter of the communication; and (iv) the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications addressed to directors may, at the direction of the directors, be shared with Vishay's management.

PROPOSAL ONE

ELECTION OF DIRECTORS

Our stockholders will be asked to consider three nominees for election to our Board to serve as Class I directors for a term expiring at the annual meeting of stockholders in 2028, and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. The nominees are:

Class I nominees:
	Dr. Renee B. Booth
	Dr. Michiko Kurahashi
	Joel Smejkal

Each nominees' current positions and offices, tenure as a Vishay director, their respective committee memberships, and their qualifications are set forth under "Directors" beginning on page 4. All of the nominees are current Vishay directors. The Nominating and Corporate Governance Committee reviewed the qualifications of each of the nominees and recommended to our Board that each nominee be submitted to a vote of our stockholders at the 2025 Annual Meeting. The Board approved the Committee's recommendation at its meeting on February 26, 2025.

Each of the nominees has agreed to be named and to serve if elected. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected.

If any nominee for director becomes unavailable for election, the proxies will be voted for such substitute nominee(s) as the Board of Directors may propose. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

The Board of Directors recommends that you vote "FOR ALL" the nominees for election as Class I directors.

REPORT OF THE AUDIT COMMITTEE

Management is responsible for maintaining effective internal control over financial reporting, for assessing the effectiveness of internal control over financial reporting, and for preparing our consolidated financial statements. Our independent registered public accounting firm is responsible for, among other things, performing an independent audit of our consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) ("PCAOB") and issuing a report thereon. Our independent registered public accounting firm is also responsible for auditing the effectiveness of our internal control over financial reporting in accordance with standards of the PCAOB, and issuing a report thereon. It is the responsibility of the Audit Committee to monitor and oversee these processes.

In fulfilling its oversight duties, the Audit Committee reviewed and discussed the following with management and our independent registered public accounting firm, Ernst & Young LLP: (a) the audited financial statements for the fiscal year ended December 31, 2024; (b) the effectiveness of our internal control over financial reporting; and (c) discussed with the independent registered public accounting firm matters required to be discussed under PCAOB standards. These required communications addressed, among other topics, overall audit strategy, timing of the audit, and significant risks identified and any changes thereto; the independent registered public accounting firm's responsibility under the standards of the PCAOB; going concern; significant and critical accounting policies and practices; critical accounting estimates; significant unusual transactions; difficult or contentious matters subject to consultation outside of the audit team; new accounting pronouncements; material alternative accounting treatments; corrected misstatements; uncorrected misstatements considered by management to be immaterial; significant deficiencies and material weaknesses in internal control over financial reporting; other information in documents containing audited financial statements; management's Section 302 disclosures about changes in internal control; additional information included in management's report on internal control; fraud and illegal acts; information relevant to the audit; fees and related SEC disclosures; significant issues discussed with management in connection with the auditor's retention; significant difficulties encountered in performing an audit; disagreements with management; management's consultations with other accountants; other material written communications with management; and AICPA ethics ruling regarding third-party service providers. The Audit Committee received from the independent registered public accounting firm written disclosures regarding the firm's independence required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with the independent registered public accounting firm, the firm's independence. The Audit Committee also considered the compatibility of non-audit services provided to Vishay by Ernst & Young LLP, and the fees and costs billed or to be billed for these services, with the maintenance of the independent registered public accounting firm's independence. The Committee has concluded that the provision of the non-audit services by Ernst & Young LLP in 2024 did not impair the independent registered public accounting firm's independence. (The fees and costs billed by the independent registered public accounting firm for audit and non-audit services in 2024 and 2023 are shown under Proposal Two.) Under the Audit and Non-Audit Services Pre-Approval Policy that was adopted by the Audit Committee in May 2003 (which was amended and restated in October 2010), the Audit Committee must pre-approve all audit and non-audit services provided to Vishay by the independent registered public accounting firm. The policy sets forth the procedures and conditions for pre-approval of these services. All of the audit and non-audit services provided by the independent registered public accounting firm since adoption of the Audit and Non-Audit Services Pre-Approval Policy were pre-approved by the Committee in accordance with such policy.

Based upon the above review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC. The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025, but the Committee has determined in accordance with our historical practices to submit the appointment for ratification by stockholders (see Proposal Two).

Respectfully submitted,

The Audit Committee of the Board of Directors

John Malvisi, Chairman

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be "soliciting material" or "filed" with the SEC and shall not be deemed to be incorporated by reference into any such filing.

PROPOSAL TWO

The Audit Committee of the Board of Directors is responsible for the selection of our independent registered public accounting firm. The Committee has determined to reappoint the public accounting firm of Ernst & Young LLP as independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2025, as well as to audit the effectiveness of our internal control over financial reporting. Although stockholder approval for the appointment of the independent registered public accounting firm is not required, we are continuing our practice of submitting the selection of the independent registered public accounting firm to stockholders for their ratification.

Ernst & Young LLP has served as our independent registered public accounting firm continuously since 1968. The Audit Committee believes that the knowledge of the Company's business gained by Ernst & Young LLP through this period of service is valuable. Pursuant to the SEC rules, the lead partner must be rotated after five years, which provides the Company and our stockholders the benefit of new thinking and approaches.

Representatives of the firm of Ernst & Young LLP are expected to be present at the 2025 Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.

Under the Audit and Non-Audit Services Pre-Approval Policy that was adopted by the Audit Committee in May 2003 (which was amended and restated in October 2010), the Audit Committee must pre-approve all audit and non-audit services provided to Vishay by the independent registered public accounting firm. The policy sets forth the procedures and conditions for pre-approval of these services. The Audit Committee has pre-approved generally the engagement of the independent registered public accounting firm for services relating to our filings with the SEC (including comfort letters and consents for securities offerings), acquisition or disposition related diligence activities, internal control review and compliance, interpretation and compliance with accounting and accounting-related disclosure rules and standards, certain attest services, domestic and international tax planning and compliance, and risk management.

The following table sets forth the aggregate fees billed by Ernst & Young LLP for audit and non-audit services rendered to Vishay in 2024 and 2023. These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. The nature of the services provided in each category is described following the table.

Audit fees.These fees generally consist of professional services rendered for the audits of the consolidated financial statements of Vishay and its internal control over financial reporting, quarterly reviews, statutory audits, and assistance with and review of documents filed with the SEC.

Audit-related fees. These fees generally consist of assurance and other services related to the performance of the audit or review of Vishay's financial statements or that are traditionally performed by the independent registered public accounting firm such as issuance of consents and comfort letters, and consultations concerning financial accounting and reporting standards.

Tax fees. These fees generally relate primarily to tax compliance, including review and preparation of corporate and expatriate tax returns, assistance with tax audits, review of the tax treatment for certain expenses, extra-territorial tax analysis, and tax due diligence relating to acquisitions. They also include fees for state and local tax planning and consultations with respect to various domestic and international tax matters.

All other fees. These fees generally consist of reviews for compliance with various government regulations, risk management and treasury reviews and assessments and audits of various contractual arrangements.

Vishay did not make use in 2024 of the rule that waives pre-approval requirements for non-audit services in certain cases if the fees for these services constitute less than 5% of the total fees paid to the independent registered public accounting firm during the year.

The Audit Committee and the Board of Directors recommend that you vote "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025.

Class B shares are transferable only to certain permitted transferees while the common stock is freely transferable. Class B shares are convertible on a one-for-one basis at any time into shares of common stock. Transfers of Class B shares other than to permitted transferees result in the automatic conversion of the Class B shares into common stock. Voting is not cumulative. The percentage of total voting power below represents voting power with respect to all shares of common stock and Class B common stock, as a single class, calculated on the basis of ten votes per share of Class B common stock and one vote per share of common stock.

The following table shows the number of shares of Vishay common stock and Class B common stock beneficially owned by (a) each director and director nominee, (b) each Named Executive Officer, (c) the directors, director nominees, and executive officers of Vishay as a group, and (d) any person owning more than 5% of Vishay common stock or the Class B common stock. Unless otherwise noted, the information is stated as of the record date, and the beneficial owners exercise sole voting or dispositive power over their shares. The percentages of class and voting power amounts set forth in the table below are based on the number of shares outstanding and eligible to vote as of the record date,rather than based on the percentages set forth in stockholders' Schedules 13G or 13D, as applicable, filed with the SEC.

* Represents less than 1% of the outstanding shares of such class or the total voting power, as the case may be.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, as amended, requires our directors and executive officers and persons who beneficially own more than ten percent of our common stock to report their ownership of and transactions in our stock in filings with the SEC. Vishay believes, based solely on a review of our records and other publicly available information, that our directors and executive officers and persons who beneficially own more than ten percent of our common stock complied with all applicable Section 16(a) reporting requirements during the year ended December 31, 2024.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was at any time during 2024 an officer or employee of Vishay or any of the Company's subsidiaries nor was any such person a former officer of Vishay or any of the Company's subsidiaries. In addition, no Compensation Committee member is an executive officer of another entity at which one of the Company's executive officers serves on the board of directors.

EXECUTIVE COMPENSATION

Information Concerning Executive Officers

This Executive Compensation section describes the overall compensation practices at Vishay and specifically describes the total compensation of our Named Executive Officers.

The Named Executive Officers of Vishay for fiscal 2024 along with their respective ages and positions with Vishay were as follows:

			Jeff Websterserved as Chief Operating Officer from January 1, 2023 to January 13, 2025. Mr. Webster held various positions of increasing responsibility since joining Vishay in 2000 including Executive Vice President and Business Head Passive Components (2020 - 2022), Senior Vice President Global Quality (2014 - 2019), and Vice President Global Quality - Actives (2000 - 2014). Prior to joining Vishay, Mr. Webster worked for Intersil. Mr. Webster's experience includes roles in quality, operations, and R&D.
			David McConnell was appointed Executive Vice President - Chief Financial Officer effective March 1, 2024. Mr. McConnell 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.

Compensation Discussion and Analysis

Overview

The Compensation Committee of the Board of Directors establishes and approves all compensation for all executive officers and administers Vishay's incentive and equity-based compensation plan.

SEC disclosure rules require tabular presentation regarding the compensation of the registrant's principal executive officer ("PEO"), principal financial officer ("PFO"), including any person who previously served as the registrant's PEO or PFO during the relevant year, and the registrant's three mostly highly compensated executive officers other than the PEO and PFO. While the Compensation Committee determines compensation for all executive officers, this Compensation Discussion and Analysis is focused on the five individuals listed in the Summary Compensation Table on page 42 (our "Named Executive Officers").

The Compensation Committee, in consultation with its independent compensation consultant, our Chief Executive Officer, and our Executive Chairman, undertakes an annual review of the compensation arrangements of Vishay's other executive officers.

Performance Philosophy

The Company's compensation philosophy is intended to integrate with its philosophy of evaluating operating performance. The Company utilizes several measures and metrics to evaluate its performance, as further described in "Performance Measures and Metrics" below, and in turn, the Compensation Committee utilizes similar measures in evaluating executive officer compensation.

The Compensation Committee believes that the elements of compensation for the Company's senior executives reward intrinsically sound management decisions and do not encourage risk-taking to enhance short-term profitability at the expense of the long-term health and viability of the enterprise. While the design of our executive compensation program is primarily performance-based, we do not believe that it encourages excessive risk-taking. The Compensation Committee believes that the Company's senior executives have taken a prudent approach to corporate risk management. In addition, the Company has in place a risk management program designed to identify, evaluate and control risks. Through this program, we take a company-wide view of risks and have a network of systems and oversight to ensure that risks are not viewed in isolation and are appropriately controlled and reported, including a system of reporting to the full Board and its Committees. We believe that our compensation programs work within this system.

In response to current trends in executive compensation practices, as well as SEC rules encouraging more explicit focus on risks arising from compensation policies, Vishay has commenced a practice of more deliberately focusing on the risks, if any, arising from its executive compensation arrangements, and modifying such arrangements to the extent necessary to minimize any such risks.

The factors considered by the Compensation Committee in evaluating the risks arising from compensation arrangements, which have been incorporated into the terms and conditions of such compensation arrangements, include, in no particular weighting or order of prominence:

Furthermore, with respect to Mr. Zandman:

•	a meaningful portion of compensation is deferred until retirement or termination of employment under our non-qualified deferred compensation plan; and
•	phantom stock units are only settled upon retirement or termination of employment, thus providing an incentive for the creation of long-term stockholder value.

Each of these factors is intended to encourage an appropriate long-term focus, and to align the long-term interests of senior management with those of our stockholders.

To further align the interests of the Company's executives with our stockholders, the Board adopted amended and restated Executive Stock Ownership Guidelines in 2023 (the "Executive Stock Ownership Guidelines") applicable to the Company's Chief Executive Officer, Chief Financial Officer and all executive vice presidents (the "Covered Executives"), which provide:

•	The Chief Executive Officer is required to own shares of the Company's common stock having an aggregate fair market value equal to or greater than three (3) times his base salary as of the Measurement Date (market close on the first trading day in March of each calendar year). Each Covered Executive, other than the Chief Executive Officer, is required to own shares of the Company's common stock having an aggregate fair market value equal to or greater than one (1) time the Covered Executive's base salary as of the Measurement Date (market close on the first trading day in March of each calendar year); and
•	Individuals who are Covered Executives as of the Adoption Date will have until the first trading day in March of 2026 to attain the specified level of equity ownership. Any individual who becomes a Covered Executive later will have until the first Measurement Date that occurs at least five years from the date he or she became a Covered Executive to attain the specified level of equity ownership.
•	Following the 5-year phase-in period, Covered Executives who do not meet the required ownership threshold will be generally prohibited from selling stock acquired through equity awards.
•	The following will be considered "owned" for the purposes of the Executive Stock Ownership Guidelines:
	•	all shares underlying time-based equity awards, whether or not vested;
	•	only vested shares underlying performance-based equity awards; and
	•	shares held outright or beneficially owned by the Covered Executive, his or her spouse and minor children, or a trust for the benefit of these individuals
•	An executive promoted into a role with a higher level of required stock ownership will have until the first Measurement Date that occurs at least five years after such promotion to achieve the requisite level of stock ownership.

Performance Measures and Metrics

The bonuses for the Company's Named Executive Officers, other than Mr. Zandman, are based in part on adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") margin and adjusted gross profit margin. Gross profit margin is computed as gross profit as a percentage of net revenues. Gross profit is generally net revenues less costs of products sold, but also deducts certain other period costs, particularly losses on purchase commitments and inventory write-downs. Losses on purchase commitments and inventory write-downs have the impact of reducing gross profit margin in the period of the charge, but result in improved gross profit margins in subsequent periods by reducing costs of products sold as inventory is used. Adjusted gross profit margin excludes the gross profit margin of the Newport wafer fab acquired in 2024. Although the term "EBITDA" is not defined by U.S. generally accepted accounting principles ("GAAP"), the measure is derived using various line items measured in accordance with GAAP. The Company has historically gauged its overall performance in accordance with what it terms "adjusted net earnings" and Mr. Zandman's incentive compensation continues to be based on this metric. The Company uses this term to mean net earnings determined in accordance with GAAP adjusted for various items that management believes are not indicative of the intrinsic operating performance of the Company's business, as detailed below. Non-GAAP measures such as "adjusted net earnings", "EBITDA", "adjusted EBITDA", "adjusted gross profit margin", "EBITDA margin", and "adjusted EBITDA margin" do not have uniform definitions and may not be comparable to similarly titled measures used by other companies. Reconciling items to arrive at adjusted net earnings represent significant charges or credits that are important to understanding our intrinsic operations. Reconciling items to calculate "adjusted EBITDA" represent those same items used in computing "adjusted net earnings", as relevant. Furthermore, the presented calculation of "adjusted EBITDA" is substantially similar to, but not identical to, a measure used in the calculation of financial ratios required for covenant compliance under Vishay's revolving credit facility. Adjusted net earnings, for the three-year period ending December 31, 2024, is also used in connection with performance-based RSUs for our Named Executive Officers granted in 2022.

EBITDA, adjusted EBITDA, and adjusted EBITDA margin for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):

		YEARS ENDED DECEMBER 31,
		2024				2023				2022
GAAP net earnings (loss) attributable to Vishay stockholders		$	(31,150	)		$	323,820			$	428,810
Net earnings attributable to noncontrolling interests		1,395					1,693				1,673
Net earnings (loss)		$	(29,755	)		$	325,513			$	430,483
Interest expense			27,480			$	25,131			$	17,129
Interest income			(25,479	)			(31,353	)			(7,560	)
Income taxes			27,366				141,889				163,022
Depreciation and amortization			210,645				184,373				163,991
EBITDA		$	210,257			$	645,553			$	767,065
Reconciling items
Impairment of goodwill		$	66,487			$	-			$	-
Restructuring and severance costs			40,614				-				-
Loss on early extinguishment of debt			-				18,874				-
Impact of the COVID-19 pandemic			-				-				7,207
Adjusted EBITDA		$	317,358			$	664,427			$	774,272
Adjusted EBITDA margin**			10.8	%			19.5	%			22.1	%
** Adjusted EBITDA as a percentage of net revenues

Adjusted gross profit margin for the year ended December 31, 2024 was as follows (in thousands):

										2024
GAAP net revenues										$	2,937,587
Newport net revenues											30,155
Net revenues excluding Newport										$	2,907,432
Gross profit										$	626,292
Newport gross profit (loss)											(34,787	)
Adjusted gross profit										$	661,079
Adjusted gross profit margin**											22.5	%
** Adjusted gross profit as a percentage of net revenues

		YEARS ENDED DECEMBER 31,
		2024				2023				2022
Net cash provided by continuing operating activities		$	173,702			$	365,703			$	484,288
Proceeds from sale of property and equipment			3,015				1,156				1,198
Less: Capital expenditures			(320,079	)			(329,410	)			(325,308	)
Free cash		$	(143,362	)		$	37,449			$	160,178

Base Salary

The minimum base salary levels for the Named Executive Officers are fixed in their respective employment agreements. The Compensation Committee determined the minimum base salaries, based upon the executives' salary level, present responsibilities, expectations with respect to future responsibilities and a comparison to peer group executive salaries. The Compensation Committee selected the group of peer group companies on the advice of its compensation consultant. Compensation practices in the peer group were only one of the factors considered by the Compensation Committee. The base salaries of the Named Executive Officers are denominated in the individual's local currency. A portion of the change in the salaries for these Executive Officers expressed in terms of U.S. dollars reflects the fluctuations of the dollar against the currencies of the home jurisdiction of these executives.

Annual Incentive Compensation

Mr. Zandman is eligible to eaan annual cash bonus equal to 1.0% of adjusted net earnings, capped at three times his base salary. The other Named Executive Officers are eligible to eaan annual cash bonus with a target and maximum amounts as shown in the table below.

The achievement of the adjusted EBITDA margin and adjusted gross profit margin were determined based on the following:

•	90% of target	=	50% of target amount
•	100% of target	=	100% of target amount
•	110% of target	=	150% of target amount
•	120% of target	=	200% of target amount

The performance of the Named Executive Officers, other than Mr. Zandman, is reviewed by the Chief Executive Officer, the Executive Chairman, and the Compensation Committee following the end of the year, and each executive is assigned a performance score for several categories.

The bonuses earned in 2024 were as follows:

		Joel Smejkal(4)												Jeff Webster(5)												David McConnell(6)												Roy Shoshani(7)
		President and CEO												EVP - Chief Operating Officer												EVP - Chief Financial Officer												EVP - Chief Technical Officer
		ACHIEVED				TARGET				MAXIMUM				ACHIEVED				TARGET				MAXIMUM				ACHIEVED				TARGET				MAXIMUM				ACHIEVED				TARGET				MAXIMUM
Adjusted EBITDA Margin(1)			0.0	%			39.0	%			78.0	%			0.0	%			30.0	%			60.0	%			0.0	%			24.0	%			48.0	%			0.0	%			30.0	%			60.0	%
Adjusted Gross Profit Margin(2)			0.0	%			26.0	%			52.0	%			0.0	%			20.0	%			40.0	%			0.0	%			16.0	%			32.0	%			0.0	%			20.0	%			40.0	%
Transformation Scorecard(3)			65.0	%			32.5	%			65.0	%			18.3	%			25.0	%			50.0	%			40.0	%			20.0	%			40.0	%			50.0	%			25.0	%			50.0	%
Individual Scorecard			65.0	%			32.5	%			65.0	%			10.0	%			25.0	%			50.0	%			37.6	%			20.0	%			40.0	%			50.0	%			25.0	%			50.0	%
Total Percentage of Base Salary			130.0	%			130.0	%			260.0	%			28.3	%			100.0	%			200.0	%			77.6	%			80.0	%			160.0	%			100.0	%			100.0	%			200.0	%

With respect to RSUs and PBRSUs granted to our Named Executive Officers other than Mr. Zandman, time-based vesting conditions will be deemed satisfied, and performance-based vesting conditions will remain in effect, upon the executive's death, disability, termination without cause, or resignation with "good reason" (at any time with respect to pre-2023 awards, or within one year following a change in control of Vishay, with respect to 2023 and later awards that are assumed or continued in connection with a change in control) or resignation for any reason following the attainment of age 62 (except where cause exists). In the event of voluntary termination by the executive before age 62 (without "good reason") or termination for cause, the executive's outstanding RSUs (including PBRSUs) will be forfeited. See page 51 for further information on the vesting conditions of Mr. Zandman's RSUs and PBRSUs.

The PBRSU awards granted in 2021 and 2022 fully vested in 2024 and 2025, respectively. The performance measure for both years was based on the aggregate adjusted net earnings and free cash flow for the three year period. The calculation of adjusted net earnings and free cash flow is described under the heading "Performance Measures and Metrics". For the 2021-2023 period (vesting in 2024) the target was $800 million. For the 2022-2024 period (vesting in 2025), the target was $800 million. The actual achievement for the 2021-2023 period was 198% of the performance target, and the actual achievement for the 2022-2024 period was 116% of the performance target, in each case resulting in payout of 100% of the PBRSUs for the applicable year.

Phantom stock units

A phantom stock unit is the right to receive a share of common stock upon termination of employment. Pursuant to his employment agreement, Mr. Zandman receives an annual grant of 5,000 phantom stock units during his tenure with the Company. The grants are made under the 2023 Plan.

While the phantom stock units remain outstanding, Mr. Zandman receives dividend equivalents in the form of additional phantom stock units each time the Company pays a dividend on its common stock.

Similar to the deferred cash compensation described below, the Compensation Committee considers the grant of phantom stock units in the nature of a retirement benefit and is intended to strengthen the alignment of executive and stockholder interests in the long-term appreciation of Vishay's equity value.

No other Named Executive Officer currently receives phantom stock units.

The Compensation Committee also considers the award of extra-contractual equity-based compensation, when appropriate. However, no such additional equity awards were granted to any Named Executive Officer in 2024.

Retirement benefits

The Compensation Committee believes that providing adequate post-retirement benefits commensurate with position is helpful to retaining qualified individuals for long-term employment. Vishay maintains pension and retirement programs for, or makes certain government retirement programs available to, most of its employees around the world, including its Named Executive Officers.

As part of the amendments to the employment agreement for Mr. Zandman in 2010, the Compensation Committee determined to extend the severance benefits to also include any termination (other than for cause) after age 62. This provision was added in light of the long-standing tenure of Mr. Zandman and to ensure a smooth transition upon his retirement.

Perquisites

We provide executive officers with perquisites and other personal benefits that Vishay and the Compensation Committee believe are reasonable and consistent with our overall compensation program. These perquisites are not intended, however, to constitute a material portion of the executive's compensation package. In general, the perquisites, while not integral to the performance of an executive's duties, must bear some relationship to the executive's employment and be of perceived benefit to Vishay. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to Named Executive Officers.

Other Considerations Regarding Executive Compensation

Israeli benefits

Mr. Zandman is and Mr. Webster was employed by Vishay Israel Ltd., an Israeli subsidiary of Vishay Intertechnology, Inc., and are residents of Israel. As a result, Mr. Zandman is and Mr. Webster was entitled to certain benefits that are generally available to employees in Israel on a non-discriminatory basis, but are not afforded to the other Named Executive Officers. These include Company contributions to the following benefits or benefit-funds:

•	advanced training fund, 7.5% of base salary;
•	severance fund, 8.33% of base salary;
•	disability insurance, 2.5% of base salary; and
•	pension fund, 5% of base salary.

These benefits are required by Israeli law or employment practices generally, and were taken into account by the Compensation Committee in formulating the overall compensation package for our executive officers.

Mr. Shoshani is an employee of Siliconix Incorporated, which has maintained a profit sharing plan for substantially all of its U.S. employees for several years, based on the net income of Siliconix Incorporated and its consolidated subsidiaries. These benefits were taken into account by the Compensation Committee in formulating the overall compensation package for Mr. Shoshani. Siliconix Incorporated did not make a profit sharing payment for 2024.

Foreign currency considerations

Mr. Zandman, as a resident of Israel, has his base salary denominated (and paid) in new Israeli shekels. Mr. Webster was employed by Vishay Israel Ltd., and his employment agreement provided for his base salary to be denominated (and paid) in new Israeli shekels. Ms. Lipcaman was employed by Vishay Europe GmbH, and her employment agreement provided for her base salary to be denominated (and paid) in euro. The amounts reported in U.S. dollars as compensation for these executives fluctuate based on changes in exchange rates. The dollar amounts shown in the Summary Compensation Table were determined using the 2024 annual average exchange rates.

Tax deductibility of executive compensation

Certain covenants

Under the terms of their employment arrangements, the Named Executive Officers are subject to customary non-competition, non-solicitation, non-disparagement and confidentiality covenants. The non-competition and non-solicitation covenants for executives remain in force through the first or second anniversary of the date of termination of the executive's employment with the Company depending on the executive's position.

Clawback Policy

In accordance with the applicable provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related NYSE listing standard, the Company adopted a new clawback policy on August 15, 2023 designed to recoup erroneously awarded incentive compensation paid to executive officers in the event of an accounting restatement (the "Clawback Policy"). The Clawback Policy replaces and supersedes the Company's prior clawback policy effective November 19, 2019, with respect to incentive-based compensation received on or after October 2, 2023. Under the Clawback Policy, if any restatement of the Company's financial statements is required, all incentive-based compensation tied to a financial reporting measure that was received by subject executive officers in the three prior completed fiscal years will be recalculated based on the updated financial statements. Incentive compensation deemed to have been erroneously awarded shall be subject to recoupment. Pursuant to the terms of the Clawback Policy, the Compensation Committee maintains discretion to determine the appropriate means of recoupment.

Executive Compensation Advisory Vote

Our Board included an advisory stockholder vote on executive compensation (commonly referred to as "say-on-pay") in its 2024 proxy materials. The Compensation Committee appreciates that over 94% of the votes cast on such proposal approved the executive compensation discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and the narrative executive compensation disclosure contained in our 2024 Proxy Statement. Our Compensation Committee interprets the results of this vote as an endorsement of existing programs and therefore, we have not made material changes to our approach to executive officer compensation based on such vote.

REPORT OF THE COMPENSATION COMMITTEE

To Our Stockholders:

We have reviewed and discussed with management the Compensation Discussion and Analysis. Based on that review and discussion, we have recommended to the Board of Directors and the Board has approved, that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Respectfully submitted,

The Compensation Committee of the Board of Directors

Timothy V. Talbert, Chairman

Dr. Renee B. Booth

Dr. Michiko Kurahashi

Dr. Abraham Ludomirski

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be "soliciting material" or "filed" with the SEC and shall not be deemed to be incorporated by reference into any such filing.

COMPENSATION TABLES

Summary Compensation Table

				SALARY			STOCK AWARDS			NON-EQUITY INCENTIVE PLAN COMP.			CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMP. EARNINGS			ALL OTHER COMP.
				(1)			(2)(3)			(4)			(5)(6)(7)			(8)			TOTAL
NAME AND PRINCIPAL POSITION		YEAR		($)			($)			($)			($)			($)			($)
(a)		(b)		(c)			(e)			(g)			(h)			(i)			(j)
Marc Zandman		2024		$	1,184,803		$	1,197,986		$	656,520		$	47,402		$	421,822		$	3,508,533
Executive Chairman of the Board,		2023			1,156,007			1,845,859			3,421,960			-			480,537			6,904,363
Chief Business Development Officer,		2022			1,220,383			1,448,072			3,661,149			-			569,748			6,899,352
and President - Vishay Israel Ltd.
Joel Smejkal(9)		2024			936,000			3,267,964			1,216,800			-			30,416			5,451,180
President and Chief Executive Officer		2023			900,000			2,518,241			1,321,198			-			33,611			4,773,050
Jeff Webster(10)		2024			509,532			1,033,003			143,943			-			122,246			1,808,724
Executive Vice President and		2023			502,022			1,418,821			651,623			11,461			115,729			2,699,656
Chief Operating Officer
David McConnell(11)		2024			399,000			637,640			309,624			-			28,862			1,375,126
Executive Vice President and
Chief Financial Officer
Roy Shoshani(12)		2024			552,000			956,478			552,000			-			42,150			2,102,628
Executive Vice President and		2023			465,000			854,006			682,619			-			123,900			2,125,525
Chief Technical Officer
Lori Lipcaman(13)		2024			85,877			-			-			1,211			1,585,908			1,672,996
Former Executive Vice President and		2023			514,873			920,667			621,965			366,494			30,710			2,454,709
Chief Financial Officer		2022			499,848			332,192			499,848			-			29,202			1,361,090