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- Departure of CFO (new) — CFO William Clancy is retiring effective December 31, 2026, creating a seven-month transition window for leadership succession.
VPG CFO Clancy retiring Dec 2026; CEO, senior execs receive enhanced equity compensation
Filed May 22, 2026 · Period ending May 18, 2026 · ~1 min read
Key Changes
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high
CFO William Clancy retiring effective Dec 31, 2026. Separation package includes base salary continuation through Jun 2028, COBRA coverage, fiscal 2026 bonus, and accelerated vesting of time-based RSUs plus partial vesting of performance RSUs based on grant year.
Item 5.02 verify on EDGAR → -
medium
CEO Ziv Shoshani's compensation enhanced starting fiscal 2026: annual equity awards at 225% of base salary and cash bonus target of 100% (max 150%) of base salary, both tied to performance goals.
Item 5.02 verify on EDGAR → -
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CBPO Yair Alcobi and COO Rafi Ouzan received formalized employment agreements with 100% salary equity awards, 65% target bonuses (105% max), and 18-month severance if terminated without cause.
Item 5.02 verify on EDGAR → -
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All six director nominees elected at 2026 annual meeting with support ranging from 79.8% to 99.8% of votes cast. Say-on-pay approved with 99.3% support; auditor ratified with 99.9% support.
Item 5.07 verify on EDGAR →
Summary
Vishay Precision Group disclosed CFO William Clancy's planned retirement effective December 31, 2026, giving the company seven months to identify a successor. His separation package is generous—base salary through mid-2028, health coverage, his 2026 bonus, and accelerated equity vesting—but the transition timeline provides adequate runway for an orderly handoff.
The CFO departure is the material event here; investors should monitor succession announcements in coming months. Concurrently, VPG formalized enhanced compensation structures for its CEO and senior leadership team.
CEO Shoshani now receives annual equity at 225% of salary and performance bonuses up to 150% of base, while the CBPO and COO received new employment agreements with 100% salary equity grants and bonus targets at 65% of base. These changes align executive pay more heavily with equity incentives, though the timing—alongside a CFO exit—may raise questions about retention or performance pressure. The 2026 annual meeting was routine: all directors elected, auditor ratified, and say-on-pay approved with strong support.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
CFO retiring Dec 2026; CEO, CAO, CBPO, and COO compensation agreements updated with enhanced equity and bonus structures.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Pursuant to the CAO Amendment, beginning with fiscal year 2026, Mr. Tal is entitled to an annual equity award under the Plan having a value of approximately 100% of his base salary (or a higher percentage as determined by the Compensation Committee).
Chief Accounting Officer Amir Tal's compensation was amended to include annual equity awards valued at approximately 100% of base salary, with potential for higher awards at the Compensation Committee's discretion. This aligns his compensation more closely with equity-based incentives.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company’s stockholders voted to elect Kobi Altman, Sejal Shah Gulati, Erez Lorber, Saul Reibstein, Ziv Shoshani and Nava Swersky Sofer to serve as directors of the Company for a one-year term expiring on the date of the Company’s 2027 Annual Meeting of Stockholders.
All six director nominees were elected for one-year terms. Support ranged from 75.4% to 94.2% of votes cast (total voting power). Sejal Shah Gulati received the lowest support at 15,656,082 For vs 3,951,832 Withheld (79.8% of votes cast), while Kobi Altman and Ziv Shoshani received the highest at approximately 99.8% of votes cast. The dual-class structure gives Class B shares ten votes each; Class B shares voted unanimously for all nominees.
Added in current filing · verify on EDGAR →
A total of 12,274,522 shares of the Company’s common stock and 1,022,887 shares of the Company’s Class B common stock were entitled to vote as of March 23, 2026, the record date for the Annual Meeting, of which 11,699,192 were present in person or by proxy at the Annual Meeting (representing 20,762,696 total votes).
The meeting achieved strong participation with 11,699,192 shares present (representing 20,762,696 total votes due to the 10-to-1 voting power of Class B shares). The dual-class structure concentrates voting control: Class B shares represent only 7.7% of shares outstanding but approximately 7.7% of outstanding shares of total voting power.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
The Company's stockholders ratified the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, as the Company's independent registered public accounting firm for the year ending December 31, 2026. The number of votes cast in the ratification of the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, was as follows: For | Against | Withheld | Broker Non-Votes | Common stock | 10,680,390 | 8,343 | 3,403 | - | Class B common stock | 10,070,560 | 0 | 0 | - | Total Voting Power | 20,750,950 | 8,343 | 3,403 | -
Shareholders ratified Brightman Almagor Zohar & Co. (Deloitte network) as the independent auditor for 2026 with 99.9% support (20,750,950 For vs 8,343 Against of total voting power). This represents overwhelming approval with minimal opposition.
Added in current filing · verify on EDGAR →
The Company’s stockholders, on an advisory basis, voted to approve the non-binding resolution relating to executive compensation, as follows: For | Against | Withheld | Broker Non-Votes | Common stock | 9,393,634 | 139,403 | 4,317 | 1,154,782 | Class B common stock | 10,070,560 | 0 | 0 | - | Total Voting Power | 19,464,194 | 139,403 | 4,317 | 1,154,782
The advisory say-on-pay proposal passed with 99.3% support (19,464,194 For vs 139,403 Against of total voting power). This reflects strong shareholder approval of executive compensation practices with minimal opposition.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify