DEF 14A of Belden Inc., Apr 9, 2024

DEF 14A of Belden Inc.

Filed Apr 9, 2024 · FY20230000913142-24-000010

Open on EDGAR

  1. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE The Belden Board has ten members and four standing committees: Audit; Compensation; Finance; and Nominating and Corporate Governance. The Board also maintains a Cybersecurity subcommittee that reports to the Audit Committee. The Board had six meetings during 2023. All directors attended 75% or more of the Board meetings and the Board committee meetings, taken together, on which they served. The maximum number of directors authorized under the Company's bylaws is currently eleven. Mr. Berglund will not stand for reappointment to the Board and will retire from the Board in May 2024. The Board and the Company thank Mr. Berglund for his leadership and distinguished service to Belden over the last eleven years.

  2. CORPORATE GOVERNANCE

    | Name of Director | Audit | Compensation | Cybersecurity | Finance | Nominating and Corporate Governance | | David J. Aldrich(1) | | Member | | | | | Lance C. Balk | | Chair | | Member | | | Steven W. Berglund | Member | | Member | | | | Diane D. Brink | | | Chair | | Chair | | Judy L. Brown | Member | | | Chair | | | Nancy Calderon | Chair | | | | | | Ashish Chand | | | | | | | Jonathan C. Klein | | Member | Member | | Member | | YY Lee | Member | | | | | | Gregory McCray | | | | Member | Member | | Meetings held in 2023 | 11 | 5 | 5 | 4 | 6 |

  3. CORPORATE GOVERNANCE

    (1)Chairman of the Board At its regular meeting in February 2024, the Board determined that each of the non-employee directors seeking reappointment that was then on the board meets the independence requirements of the NYSE listing standards. As part of this process, the Board determined that each such member had no material relationship with the Company.

  4. CORPORATE GOVERNANCE

    | Page 2 | 2024 Proxy Statement | |

  5. CORPORATE GOVERNANCE

    | BOARD MEMBER DEMOGRAPHICS – DIRECTORS SEEKING REAPPOINTMENT |

  6. CORPORATE GOVERNANCE

    | Belden Inc. Board Diversity Matrix as of April 9, 2024 (Directors Seeking Reappointment) | | | | Total Number of Directors | 9 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 4 | 5 | | Part II: Demographic Background | | | | African American or Black | 0 | 1 | | Asian | 1 | 0 | | White | 3 | 4 | | LGBTQ | 1 | |

  7. CORPORATE GOVERNANCE

    | AVERAGE AGE 61 Years |

  8. CORPORATE GOVERNANCE

    | BOARD MEMBER TENURE |

  9. CORPORATE GOVERNANCE

    | 0-5 YEARS | AVERAGE TENURE 9 Years | | 6-10 YEARS | | | 11-19 YEARS | | | 20+ YEARS | |

  10. CORPORATE GOVERNANCE

    | BOARD MEMBER SKILLS |

  11. CORPORATE GOVERNANCE

    | | 2024 Proxy Statement | Page 3 |

  12. CORPORATE GOVERNANCE

    BIOGRAPHIES OF DIRECTORS SEEKING REAPPOINTMENT

  13. CORPORATE GOVERNANCE

    | | | | DAVID J. ALDRICH, 67 | LANCE C. BALK, 66 | | Director Since: 2007, Chairman Board Committees: Compensation The Board recruited Mr. Aldrich based on his experience in high technology signal transmission applications and for his experience as a Chief Executive Officer of a public company. From April 2000 to May 2014, he served as President, Chief Executive Officer, and Director of Skyworks Solutions, Inc. (“Skyworks”). In May 2014, Mr. Aldrich was named Chairman of the Board and Chief Executive Officer of Skyworks. From May 2016 to May 2018, Mr. Aldrich served as Executive Chairman of Skyworks. From May 2018 until his retirement in May 2021, Mr. Aldrich served as Chairman of the Skyworks board of directors. Skyworks is an innovator of high performance analog and mixed signal semiconductors enabling mobile connectivity. Mr. Aldrich also serves on the Board of Directors (as Chairman), Audit Committee and Compensation Committee of indie Semiconductor, the Board of Directors, Audit Committee, and Nominating and Corporate Governance Committee of Allegro Microsystems, and the Board of Directors, Compensation Committee, and Nominating Committee of Mobix Labs. Mr. Aldrich has been granted a temporary exception from the board limit contained in the Company's Governance Principles. He intents to reduce his memberships to three within the next year. Mr. Aldrich received a B.A. degree in political science from Providence College and an M.B.A. degree from the University of Rhode Island. | Director Since: 2000 Board Committees: Compensation (Chair), Finance The Board originally recruited Mr. Balk based on his expertise in advising multinational public and private companies on complex mergers and acquisitions and corporate finance transactions. He provides insight to the Board regarding business strategy, business acquisitions and capital structure. In September 2010, Mr. Balk was appointed as General Counsel of Six Flags Entertainment Corporation, a position he held until his retirement in February 2020. Previously, Mr. Balk served as Senior Vice President and General Counsel of Siemens Healthcare Diagnostics from November 2007 to January 2010. From May 2006 to November 2007, he served in those positions with Dade Behring, a leading supplier of products, systems and services for clinical diagnostics, which was acquired by Siemens Healthcare Diagnostics in November 2007. Previously, he had been a partner of Kirkland & Ellis LLP since 1989, specializing in securities law and mergers and acquisitions. Mr. Balk received a B.A. degree from Northwestern University and a J.D. degree and an M.B.A. degree from the University of Chicago. |

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    | Page 4 | 2024 Proxy Statement | |

  15. CORPORATE GOVERNANCE

    | | | | DIANE D. BRINK, 65 | JUDY L. BROWN, 55 | | Director Since: 2017 Board Committees: Cybersecurity (Chair), Nominating and Corporate Governance (Chair) The Board recruited Ms. Brink based on her marketing and digital transformation expertise and experience as a senior marketing executive at a Fortune 100 technology company. Ms. Brink currently serves as a Senior Fellow and Adjunct Professor of Marketing at the Kellogg School of Management at Northwestern University. Prior to her retirement in 2015, Ms. Brink served in a variety of roles at IBM, most recently as Chief Marketing Officer, IBM Global Technology Services. In June 2021, Ms. Brink was appointed to the Board of Directors and Compensation Committee and as chair of the Nominating and Corporate Governance Committee of indie Semiconductor, a publicly traded provider of semiconductor systems solutions for the automotive industry. From January 2023 through March 2024, Ms. Brink served on the Board of Directors, Audit Committee, and Compensation Committee (as Chair) of Altus Power, Inc.. Ms. Brink attended Stony Brook University, where she received a B.S. in computer science. She received her M.B.A. from Fordham University. Ms. Brink is a member of the Dean’s Council in the College of Engineering and Applied Sciences at Stony Brook University. | Director Since: 2008 Board Committees: Audit, Finance (Chair) In recruiting Ms. Brown, the Board sought a member with broad international perspective to pursue its global strategic goals and for her experience as a Chief Financial Officer of a public company. As an employee of Ernst & Young for more than nine years in the U.S. and Germany, Ms. Brown provided audit and advisory services to U.S. and European multinational public and private companies. She served in various financial and accounting roles for six years in the U.S. and Italy with Whirlpool Corporation, a leading manufacturer and marketer of appliances. In 2004, she was appointed Vice President and Controller of Perrigo Company, a global healthcare supplier of over-the-counter pharmaceutical products. She was promoted to Executive Vice President and Chief Financial Officer of Perrigo in 2006 and oversaw Finance, Information Technology and Corporate Affairs until her departure from Perrigo Company in February 2017. In April 2017, Ms. Brown was appointed Senior Vice President Global Business Solutions & Finance of Amgen Corporation, a global leader in biotechnology. There, Ms. Brown oversaw the company's Global Business Solutions, Internal Audit, Tax and Treasury organizations. From October 2018 through December 2022, Ms. Brown was Amgen’s Senior Vice President, Corporate Affairs, leading Amgen's strategic communications, philanthropy advocacy relations and ESG (Environmental, Societal and Governance) management. Additionally she served as the site head for Amgen's corporate headquarters in Thousand Oaks, California. Ms. Brown received a B.S. degree in Accounting from the University of Illinois; an M.B.A. degree from the University of Chicago; and attended the Aresty Institute of Executive Education of the Wharton School of the University of Pennsylvania. Ms. Brown also is a Certified Public Accountant. |

  16. CORPORATE GOVERNANCE

    | | 2024 Proxy Statement | Page 5 |

  17. CORPORATE GOVERNANCE

    | | | | NANCY CALDERON, 65 | ASHISH CHAND, 49 | | Director Since: 2020 Board Committees: Audit (Chair) The Board recruited Ms. Calderon for her deep executive management and audit experience. Ms. Calderon retired from KPMG LLP in September 2019 after a distinguished 33-year career. Most recently, Ms. Calderon served as KPMG's Global Lead Partner for a Fortune 50 Technology company since July 2012, senior partner of KPMG's Board Leadership Center since its inception in 2015, and as a director of KPMG's Global Delivery Center in India and its related holding companies since September 2011. Previously, she was KPMG's Americas Chief Administrative Officer and U.S. National Partner in Charge, Operations, from July 2008 to June 2012. Ms. Calderon sat on a number of KPMG committees, including the Americas Region Management Committee, Enterprise Risk Management, Privacy, Pension Steering and Investment, Social Media, and Knowledge Management. Ms. Calderon is presently a director of Northern Technologies International Corp., where she chairs the Audit Committee and serves on the Nominating and Corporate Governance Committee, Formerly she was on the board of Arcimoto, where she chaired the Audit Committee. Ms. Calderon attended the University of California at Berkeley and received a B.S. degree in accounting, and Golden Gate University where she received an M.S. degree in Taxation. | Director Since: 2023 President and Chief Executive Officer Dr. Chand serves as President and Chief Executive Officer of Belden Inc. Prior to his appointment as President and Chief Executive Officer, Dr. Chand served as Executive Vice President – Industrial Automation Solutions from June of 2019 until February 2023, and Managing Director of Belden Asia Pacific from August 2017. Dr. Chand has held roles across several functions, including sales and marketing and operations in both Asia and North America. Dr. Chand has played a pivotal role in developing and executing Belden’s long-term growth agenda, solutions and product strategy, and go-to-market efforts. Dr. Chand holds a B.A. in Economics from Loyola College, Chennai, India, an M.B.A. from XLRI Jamshedpur, India, and a Doctorate of Business Administration from the City University of Hong Kong. |

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    | Page 6 | 2024 Proxy Statement | |

  19. CORPORATE GOVERNANCE

    | | | | JONATHAN C. KLEIN, 65 | YY LEE, 56 | | Director Since: 2015 Board Committees: Compensation, Cybersecurity, Nominating and Corporate Governance The Board recruited Mr. Klein for his extensive experience within the broadcast industry, more specifically his experience with programming, production, and over-the-top distribution models. Mr. Klein is the co-founder and CEO of Hang Media, a sports streaming platform launched in 2021. From 2012 to 2022, Mr. Klein served as the CEO and Co-Founder of TAPP Media, an over-the-top subscription video platform which operates paid channels built around personalities. From 2018 to 2019, Mr. Klein served as the President of Vilynx Inc., an artificial intelligence company focused exclusively on media. From 2004 to 2010, he served as President of CNN, leading the U.S. network to its highest ratings and profitability. Previously he had been the Founder and CEO of the FeedRoom, a pioneering online video aggregation site, developing new online advertising concepts which have become industry standards today. From 1996 to 1998, he served as Executive Vice President of CBS News, overseeing prime time programming and strategic planning for in-house studio productions. Formerly, Mr. Klein served on the Board of Directors of Clearview Media Acquisition Corp. Mr. Klein attended Brown University where he received a B.A. degree in history. | Director Since: 2023 Board Committees: Audit The Board recruited Ms. Lee for her extensive experience within the software industry, including her experience in senior operational roles as a chief executive officer and chief operating offer. Ms. Lee most recently served as Chief Strategy Officer for Anaplan, a business planning software company specializing in subscription cloud-based business planning software, from 2018 until her retirement in 2021. From 2005 to 2017, Ms. Lee was employed by FirstRain, Inc., as Chief Operating Officer from 2005 to 2015, and as CEO from 2015 until FirstRain was acquired by Ignite Technologies in 2017. FirstRain is a provider of cloud analytics software. She previously held management and product leadership positions with Cadence Design Systems, Aqueduct Software, Synopsys, Inc., 8x8, Inc., and AT&T Bell Laboratories. Ms. Lee is presently a director of Synaptics Incorporated, where she sits on the Compensation Committee and Audit Committee, and Commvault Systems Inc., where she sits on the Compensation (as chair) and Governance and Nominating committees. Ms. Lee attended Harvard University, graduating with an A.B. degree in Mathematics in 1990. |

  20. CORPORATE GOVERNANCE

    | | 2024 Proxy Statement | Page 7 |

  21. CORPORATE GOVERNANCE

    | | | GREGORY J. MCCRAY, 61 | | Director Since: 2022 Board Committees: Finance, Nominating and Corporate Governance The Board recruited Mr. McCray for his extensive experience within the communications technology industry, including his experience as a current CEO. Since 2018, Mr. McCray has served as the CEO FDH Infrastructure Services LLC, an engineering firm that monitors, inspects, designs and performs engineering and analysis services for cellular and broadcast towers and other infrastructure assets. From March 2017 to August 2017, Mr. McCray served as CEO of Alphabet’s Access/Google Fiber business unit. From 2013 to 2016, Mr. McCray served as CEO of Aero Communications, a provider of installation, services and support to the communications industry. From 2003 to 2012, Mr. McCray served as CEO of Antenova Limited, a developer of high dielectric antenna components and RF modules for use in smartphones, tablets and other wireless devices. He previously held managerial and engineering roles at Lucent Technologies, AT&T, Bell Laboratories, and IBM. Mr. McCray is presently a director of ADTRAN, where he sits on the Audit and Compensation Committees, and DigitalBridge, where he sits on the Compensation and Nominating and Corporate Governance Committees. Mr. McCray attended Iowa State University of Science and Technology where he received a B.S. degree in Computer Engineering, and Purdue University where he received an M.S. degree in Systems Engineering. In March 2022, he was inducted into the Iowa State University Engineering Hall of Fame. |

  22. CORPORATE GOVERNANCE

    | Page 8 | 2024 Proxy Statement | |

  23. CORPORATE GOVERNANCE

    ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) AT BELDEN At Belden, we believe that responsible stewardship, managing our climate impacts, and driving sustainability through innovation is core to our business strategy. In 2023, we continued to deliver on our commitment to created shared value for all our stakeholders and executed on our ESG strategy across our priority topics. Our ESG initiatives are overseen by our Board of Directors through the Nominating and Corporate Governance Committee. Belden’s ESG Steering Committee implements our global ESG strategy under the leadership of our Senior Vice President - Legal, General Counsel and Corporate Secretary. For more information about our approach to ESG, please visit www.belden.com/resources/sustainability/environment. 2023 ESG HIGHLIGHTS: Environmental: Our primary strategy in reducing our greenhouse gas (GHG) emissions continues to be identifying internal opportunities for energy conservation and electrification. For 2023, we began to procure offsite green energy supply as an additional tool. We continued to execute on initiatives for waste diversion from landfill, recycling and repurposing of materials and environmental improvements to our product packaging. Additionally, we started an evaluation of our products and solutions for environmental improvement applicability with a goal of providing solutions that support our customers’ climate related goals. Social: Belden’s guiding mantra for the employee experience is “Belong. Believe. Be You.” By fostering this company culture, Belden has been recognized as a Great Place to Work in 17 countries – Belgium, China, Denmark, France, Germany, Hong Kong, Hungary, India, Mexico, the Netherlands, Singapore, Spain, Switzerland, Tunisia, the United Arab Emirates, the United Kingdom, and the United States. We have prioritized Diversity, Equity, and Inclusion (DEI) by redesigning our DEI strategy, relaunching our DEI Council, and training 98% of employees on the topic of unconscious bias. We have also championed employees’ wellness, be that physical, social, financial, or emotional, with 65% of employees participating in our Be Well program. Additionally, we have upheld high standards of ethics throughout our supply chain by expecting our suppliers to attest to our Supplier Code of Conduct and undertaking audits with at-risk suppliers. Governance: In order to further align with our ESG objectives, Belden’s ESG goals are incorporated into our executive compensation. Our executive team has performance objectives around executing our ESG strategy and achieving certain environmental and DEI goals. Our Board also champions the values of ESG. One of our members of the Board was honored by Governance Intelligence and the National Association of Corporate Directors (NACD) for her excellent work in corporate governance. Additionally, Belden takes a proactive and holistic approach to data privacy and security, ensuring our business, employee, and customer data is handled appropriately. Stakeholder Engagement: Belden is a signatory of the United Nations Global Compact (UNGC), as well as their Caring for Climate pact. Additionally, Belden’s CEO has pledged to the CEO Action for Diversity and Inclusion. In early 2023, Belden joined the Responsible Business Alliance (RBA), which is dedicated to responsible business practices throughout global supply chains. Belden has been measured by some of the most important ESG rating agencies. MSCI updated Belden’s rating to an AA in November 2023, designating the organization as a leader in the industry for managing ESG risks and opportunities. Additionally, Sustainalytics updated Belden’s ESG score to 18.9 in February 2024, labeling the organization as low risk. Belden’s scores from both of these organizations have maintained a positive trajectory over the last few years, showcasing Belden’s ESG efforts making an impactful difference.

  24. CORPORATE GOVERNANCE

    | | 2024 Proxy Statement | Page 9 |

  25. CORPORATE GOVERNANCE

    Audit Committee Membership: Nancy Calderon (Chair), Steve Berglund, Judy Brown and YY Lee The Audit Committee operates under a Board-approved written charter and each member meets the independence requirements of the NYSE’s listing standards. The Committee assists the Board in overseeing the Company’s accounting and financial reporting practices by, among other items: •selecting and reviewing the independent registered public accounting firm who will audit the Company’s financial statements; •meeting with its financial management and independent registered public accounting firm to review the financial statements, quarterly earnings releases and financial data of the Company; •reviewing the selection of the internal auditors who provide internal audit services; •reviewing the scope, procedures and results of the Company’s financial audits, internal audit procedures, and internal controls assessments and procedures under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”); •providing oversight responsibility for the process the Company uses in performing its periodic enterprise risk analysis; •providing oversight to the Company’s compliance and ethics programs and complaint reporting mechanisms; and •evaluating the Company’s key financial and accounting personnel. At its February 2024 meeting, the Board determined that each of Mses. Brown and Calderon qualifies as an Audit Committee Financial Expert as defined in the applicable SEC rules. As previously described, each member of the Audit Committee is independent. Compensation Committee Membership: Lance Balk (Chair), David Aldrich and Jon Klein The Compensation Committee determines, approves and reports to the Board on compensation for the Company’s elected officers and oversees senior management succession planning and human capital management. The Committee reviews the design, funding and competitiveness of the Company’s cash, equity-based and retirement programs. The Committee also assists the Company in developing compensation and benefit strategies to attract, develop and retain qualified employees. The Committee operates under a written charter approved by the Board and is composed only of independent directors. Finance Committee Membership: Judy Brown (Chair), Lance Balk and Greg McCray The Finance Committee provides oversight in the area of corporate finance and makes recommendations to the Board about the financial aspects of the Company. Examples of topics upon which the Finance Committee may provide guidance include capital structure, capital adequacy, credit ratings, capital expenditure planning, dividend policy and share repurchase programs. The Committee is governed by a written charter approved by the Board and is composed only of independent directors. Nominating and Corporate Governance Committee Membership: Diane Brink (Chair), Jon Klein and Greg McCray The Nominating and Corporate Governance Committee identifies, evaluates, and recommends nominees for the Board for each annual meeting (and to fill vacancies during interim periods); and evaluates the composition, organization and governance of the Board and its committees. The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders if such nominations are submitted to the Company prior to the deadline for proposals as noted above under the caption “Nomination of Director Candidates” on page 54. The Committee’s responsibilities with respect to its governance function include considering matters of corporate governance and reviewing (and recommending to the Board revisions to) the Company’s corporate governance principles and its code of conduct, which applies to all Company employees, officers and directors. The Committee also provides primary oversight for the Company’s ESG strategy. The Committee is governed by a written charter approved by the Board and is composed only of independent directors.

  26. CORPORATE GOVERNANCE

    | Page 10 | 2024 Proxy Statement | |

  27. CORPORATE GOVERNANCE

    Cybersecurity Subcommittee Membership: Diane Brink (Chair), Steve Berglund and Jon Klein The Cybersecurity subcommittee provides oversight of the Company’s cybersecurity posture. The subcommittee consists of three independent directors and reports up through the Audit Committee. The subcommittee receives regular reports from the Company’s Chief Information Officer and Director of Cybersecurity and meets no less frequently than quarterly. Management provides a report on cybersecurity to the full Board no less frequently than annually. The subcommittee receives regular updates from management regarding the Company’s information security training program as well as the annual third-party assessment of the Company’s cyber-security processes. Corporate Governance Documents Current copies of the Audit, Compensation, Finance and Nominating and Corporate Governance Committee charters, as well as the Company’s governance principles and code of conduct, are available on the Company’s website at http://investor.belden.com/governance/governance-documents/default.aspx. Printed copies of these materials are also available to stockholders upon request, addressed to the Corporate Secretary, Belden Inc., 1 North Brentwood Boulevard, 15th Floor, Saint Louis, Missouri 63105. Related Party Transactions and Compensation Committee Interlocks It is our policy to review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Annually, we obtain information from all directors and executive officers with respect to related party transactions to determine, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in any such transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in our proxy statement. We have determined that there were no material related party transactions during 2023. None of our executive officers served during 2023 as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of our Board of Directors or Compensation Committee. Communications with Directors The Company’s Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board (David Aldrich, Chairman of the Board and presiding director for non-management director meetings), any Board committee, or any chair of any such committee by U.S. mail, through calling the Company’s hotline or via e-mail. To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Company’s Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent “c/o Corporate Secretary, Belden Inc.” at 1 North Brentwood Boulevard, 15th Floor, Saint Louis, MO 63105. To communicate with any of our directors electronically or through the Company’s hotline, stockholders should go to our corporate website at http://investor.belden.com/investor-relations/corporate-governance/governance-documents/default.aspx. On this page, you will find a section titled “Contact the Belden Board”, on which are listed the Company’s hotline number (with access codes for dialing from outside the U.S.), the Internet address for our web-based hotline portal and an e-mail address that may be used for writing an electronic message to the Board, any individual directors, or any group or committee of directors. Please follow the instructions on our website to send your message. All communications received as set forth in the preceding paragraph will be opened by (or in the case of the hotline, initially reviewed by) our corporate ombudsman, the Corporate Secretary, for the sole purpose of determining whether the contents represent a message to our directors. The Belden ombudsman will not forward certain items which are unrelated to the duties and responsibilities of the Board, including: junk mail, mass mailings, product inquiries, product complaints, resumes and other forms of job inquiries, opinion surveys and polls, business solicitations, promotions of products or services, patently offensive materials, advertisements, and complaints that contain only unspecified or broad allegations of wrongdoing without appropriate supporting information. In the case of communications to the Board or any group or committee of directors, the corporate ombudsman’s office will send copies of the contents to each director who is a member of the group or committee to which the envelope or e-mail is addressed. In addition, it is the Company’s policy that each director attends the annual meeting absent exceptional circumstances. Each continuing director attended the Company’s 2023 annual meeting.

  28. CORPORATE GOVERNANCE

    | | 2024 Proxy Statement | Page 11 |

  29. CORPORATE GOVERNANCE

    Board Leadership Structure and Role in Risk Oversight Mr. Aldrich, who is independent of management and the Company, provides strong leadership experience, strategic vision, and an understanding of the risks associated with our business. Dr. Chand, President and CEO of the Company, provides strategic planning expertise, general management experience, and in-depth knowledge of the Company, and acts as an important liaison between management and the Company's non-employee directors. Our Board assesses on an ongoing basis the risks faced by the Company in executing its strategic plan. These risks include strategic, technological, competitive and operational risks. The Audit Committee oversees the process we use in performing our periodic enterprise risk management analysis (while the Board oversees the content of the analysis, management is responsible for the execution of the process and the development of the content). Non-Employee Director Stock Ownership Policy The Board’s policy requires that each non-employee director hold Company stock equal in value to five times his or her annual cash retainer (currently $450,000). Upon appointment, a member has five years to meet this requirement, but must meet interim goals during the five-year period of: 20% after one year; 40% after two years; 60% after three years; and 80% after four years. The value of unvested RSUs are included in making this determination at the higher of their grant date value or current market value. As of the record date for the annual meeting, each non-employee director other than Ms. Lee meets the full-period holding requirement.

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    | Page 12 | 2024 Proxy Statement | |

  31. CORPORATE GOVERNANCE

    | DIRECTOR COMPENSATION |

  32. CORPORATE GOVERNANCE

    | Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | All Other Compensation(3) ($) | Total ($) | | David Aldrich | 140,000 | 199,999 | — | 936 | 340,935 | | Lance C. Balk | 100,000 | 150,021 | — | 45,976 | 295,997 | | Steven W. Berglund | 105,000 | 150,021 | — | 701 | 255,722 | | Diane D. Brink | 105,000 | 150,021 | — | 688 | 255,709 | | Judy L. Brown | 105,000 | 150,021 | — | 715 | 255,736 | | Nancy Calderon | 105,000 | 150,021 | — | 1180 | 256,201 | | Jonathan Klein | 100,000 | 150,021 | — | 701 | 250,722 | | YY Lee | 71,250 | 364,934 | — | 0 | 436,184 | | Gregory McCray | 95,000 | 150,021 | — | 698 | 245,719 |

  33. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION Compensation Discussion and Analysis Note: Throughout this section, the Company utilizes adjusted results and other non-GAAP measures to describe Company performance. For a reconciliation of each non-GAAP measure to its most closely comparable GAAP measure, please see the Form 8-K filed with the SEC by the Company on February 8, 2024. A NOTE FROM THE BELDEN COMPENSATION COMMITTEE Valued Belden Stockholders: The Committee would like to thank Belden’s stockholders for another year of loyal support in 2024. For the twelfth consecutive year, our Say-on-Pay proposal was supported by over 94% of the voted shares. This level of support is commensurate with what we believe to be a stockholder-friendly compensation design. Our shareholder engagement efforts allow us to better understand the individual points of view of our top holders. We believe that all our stockholders benefit from this continuous dialogue. 2023 was a significant year for Belden in many ways, and the Company was able to deliver a record adjusted earnings per share of $6.83. The Company made great strides in its continuing evolution into a complete solutions provider while managing continuing inflationary pressures, unpredictable supply chain challenges, and an unanticipated channel destocking in the second half of 2023. As a result of the actions taken by the Company in 2023 and the actions expected to be taken in 2024, the Company is well-positioned for success in the future and well-positioned to continue to make organic and inorganic strategic investments, while keeping leverage low, even in the face of an uncertain demand environment. As the Compensation Committee, it is our duty to ensure that the Belden compensation program is appropriately designed to reward excellent performance, but it is also our duty to hold management accountable for suboptimal performance. We believe the program is functioning properly in this regard. The Company performed exceptionally well through the first half of 2023, but results failed to meet expectations during second half of the year. Even so, the Company was able to deliver record adjusted earnings per share and expanded margins. The compensation program held management accountable to the originally stated goals even as is it became clear during the second half of the year that the originally stated goals would not be achieved as a result of channel destocking and macroeconomic factors. As a result, annual cash incentive plan payouts, which utilize a one year measuring period, are lower than target amounts. Performance stock units granted to executives and other senior managers will convert into shares of Belden stock for the third consecutive year, continuing to strengthen the alignment of Belden’s executives and its shareholders. In June of 2022, the Compensation Committee created the Stretch Achievement Share Award program to incentivize management to publicly establish and reach an adjusted earnings-per-share goal of $8.00 or more by 2025, more than a 67% increase over the Company’s $4.78 adjusted earnings per share in 2021. Pursuant to the terms of the Stretch Achievement Share Award program, if the Company exceeds certain adjusted earnings per share targets, recipients of 2022 performance stock units will receive additional shares of Belden common stock equal to a conversion factor between 0.5 and 1.0 multiplied by the number of shares of Company common stock received by the recipient upon conversion, if any, of the 2022 PSUs. We believe that this special incentive opportunity will drive performance levels not reached in the 120-year history of Belden and we hope that you will agree that its cost will pale in comparison to the value such performance will create for stockholders. In February of 2023, certain newly promoted Belden managers, including the Company’s President and CEO, were granted additional 2022 PSUs, which are eligible for the Stretch Achievement Share Award enhancement, in order to put those managers in the position they would have been in had they been in their current roles in June of 2022, and to ensure that those managers are properly incentivized to deliver optimal long-term results for shareholders. Discipline on our executive compensation is what our stockholders expect and deserve. We believe that after reviewing the materials that follow, you will continue to agree that we are performing our duty of aligning pay with performance and aligning the interests of our executives with those of our stockholders. Therefore, we request your support for Belden’s 2024 Say-on-Pay proposal. If at any time you would like to discuss the compensation program, we are available to address your questions. Thank you for your consideration. The Belden Inc. Compensation Committee

  34. B.Elements

    | | | | ▪Objective: Supports retention and achievement of Company’s total stockholder return and free cash flow objectives; at risk if performance is below certain thresholds ▪Represents 50% of target long-term incentive opportunity ▪2023 PSUs may or may not result in the delivery of Belden shares in 2026 based on Company performance from 2023-2025, and 2022-2025 in the case of Stretch Achievement Share Awards ▪2022 PSUs have the potential to be enhanced if Company achieves $7.50 or more of EPS by 2025 | | | Performance Stock Units (“PSUs”) | | | | | | | | | | Stock Appreciation Rights (“SARs”) | | | | | | | ▪Objective: Rewards for the Company’s stock price appreciation ▪Represents 25% of target long-term incentive opportunity ▪Vests equally over three years and has 10-year term ▪Has no value when market price is below the grant date price | | Long-Term Incentive Compensation | | | | | | Restricted Stock Units (“RSUs”) | | | | | | | ▪Objective: Supports retention and aligning stockholder and executive incentives ▪Represents 25% of target long-term incentive opportunity ▪Cliff vest three years after grant date | | | Annual Cash Incentive Plan (“ACIP”) Opportunity | | | | | | | ▪Objective: Rewards achievement of the Company’s performance targets and individual performance; zeros out if performance is below certain thresholds ▪Based on target ACIP amount, which is a percentage of base salary ▪If earned, paid annually following the computation and release of year-end financial results | | Annual Cash Compensation | | | | | | Base Salary | | | | | | | ▪Objective: Compensates individuals based on job type and level within the Company ▪Eligible for merit-based increases in connection with annual performance review |

  35. D.Compensation Design

    D.Compensation Design Role of Compensation Consultant Following an analysis based on rules promulgated by the NYSE, the Compensation Committee retained Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant during 2023. Meridian reported directly to the Committee. The Committee generally relies on the independent compensation consultant to provide it with comparison group benchmarking data and information as to market practices and trends, and to provide advice on key Committee decisions. In 2023, Meridian provided advice to the Compensation Committee and management in connection with the composition of peer companies we use for benchmarking purposes and the design of our annual cash incentive and long-term incentive programs. Benchmarking and Survey Data In determining total compensation levels for our NEOs, the Compensation Committee reviews market trends in executive compensation and a competitive analysis prepared by the independent compensation consultant, which compares our executive compensation to both the companies in the comparator group described below and to broader market survey data. The Compensation Committee also considers other available market survey data on executive compensation philosophy, strategy and design. The Company’s compensation philosophy is to target base salaries at the 50th percentile of the competitive market. Individual executives may have base salaries above or below the target based on their individual performances, internal equity and experience. As discussed above, at-risk incentive compensation components have the potential to reward our executives at levels above industry medians, but only when the Company is outperforming the industry. The Compensation Committee chose our comparator group from companies in the primary industry segments in which the Company operates and competes for talent. The comparator group companies for 2023 were as follows:

  36. B.Annual Cash Incentive Plan Awards

    B.Annual Cash Incentive Plan Awards Executive officers participate in our annual cash incentive plan. Overall, we had 2,047 employees participate in the plan’s 2023 performance offering. Under the plan, participants earn cash awards based on the achievement of Company and individual performance goals. For 2023, the amount paid under the plan to all participants was approximately $20.513 million or approximately 4.74% of adjusted net income before ACIP expense. This compares to approximately 7.1%, 10.9%, 9.2%, and 3.9% in 2022, 2021, 2020, and 2019, respectively, as shown below:

  37. B.Annual Cash Incentive Plan Awards

    | (Dollar amounts in thousands) | 2023 | 2022 | 2021 | 2020 | 2019 | | Adjusted Net Income from Continuing Operations | $288,792 | $317,393 | $216,942 | $123,536 | $209,974 | | Tax effected ACIP Expense (assuming 30% rate) (a) | $14,359 | $24,497 | $26,427 | $12,538 | $8,562 | | Adjusted Net Income Before ACIP Expense (b) | $303,151 | $341,792 | $243,369 | $136,074 | $218,536 | | Reflected as a percentage (a divided by b) | 4.74% | 7.17% | 10.86% | 9.21% | 3.92% | | Form 8-K in which adjusted net income is reconciled to GAAP net income | February 8, 2024 | February 8, 2023 | February 9, 2022 | February 10, 2021 | February 4, 2020 |

  38. B.Annual Cash Incentive Plan Awards

    A participant’s award (other than Dr. Chand’s) is computed using the following formula:

  39. ACIP Award = Base Salary X Target Percentage X Financial Factor X Personal Performance Factor

    second multiplier to the CEO’s award. Given his direct reporting relationship to the Board, the Committee is comfortable that Dr. Chand is fully accountable without the need of the additional lever to adjust his ACIP award downward or upward. Target Percentages For 2023, each NEO’s ACIP Target Percentages were as follows: Dr. Chand 75%, increasing to 120% upon his appointment as President and CEO on February 22, 2023; Messrs. Anderson and Parks – 70%; Mr. Lieser – 50%, increasing to 75% upon his appointment as Executive Vice President, Industrial Automation Solutions on February 22, 2023; and Ms. Tate – 70%. Mr. Vestjens was not eligible to participate in the Annual Cash Incentive Plan in 2023 as a result of his resignation in February 2023. Financial Factors Performance targets for calculating the Financial Factors were based on net income, revenue, and EBITDA. In addition, as discussed further below, the performance stock units (“PSUs”) had performance targets based on relative total stockholder return and free cash flow. In an effort to reinforce and enhance Belden’s “One Belden” philosophy, every ACIP eligible Belden associate’s financial factor includes, at least in part, the consolidated Belden financial factor that measures the Company’s performance as a whole. As illustrated below, in order to ensure that we are rewarding performance that drives stockholder value, ACIP financial factors and long-term equity incentive plan performance targets flow from and support the strategic financial goals we communicate to our investors.

  40. ACIP Award = Base Salary X Target Percentage X Financial Factor X Personal Performance Factor

    | 2023 Strategic Plan Financial Goals | ACIP/PSU Financial Factors | | | |

  41. ACIP Award = Base Salary X Target Percentage X Financial Factor X Personal Performance Factor

    Consistent with the terms of the annual cash incentive plan, the performance factors were adjusted to reflect certain unusual events that occurred during the year. The Compensation Committee and the Audit Committee meet jointly to analyze and approve the adjustments recommended by management. The Committees agree that it was appropriate to adjust the financial performance targets for these matters to properly capture our operating results and to eliminate the potential for managers delaying strategic decisions beneficial to the Company in the long term (e.g., restructuring) because of the impact of those decisions on short-term financial metrics or benefiting from favorable one-time adjustments or unbudgeted events (such as acquisitions). For each individual financial performance factor, threshold, target and maximum amounts are set by the Compensation Committee. Actual performance at the threshold level is reflected with a Financial Factor score of 0.5, actual performance at the target level is reflected with a Financial Factor score of 1.0 and actual performance at or above the maximum level is reflected with a Financial Factor score of 2.0. Performance between the threshold and target and between the target and maximum are interpolated on a linear basis. Actual performance below the threshold would result in a component score of 0 and the failure to achieve at least threshold performance on the consolidated net income/segment EBITDA component would result in an overall Financial Factor of 0. Because Financial Factors are capped at 2.0 and because, as described below, he does not have a Personal Performance Factor, the CEO’s ACIP payout cannot mathematically be higher than 200% of his or her target payout.

  42. ACIP Award = Base Salary X Target Percentage X Financial Factor X Personal Performance Factor

    Personal Performance Factor In addition to the Financial Factor, the ACIP payout for each named executive officer, other than the CEO, is modified based on a Personal Performance Factor (“PPF”). As discussed above, the Committee feels that the consolidated Financial Factor is the best reflection of the CEO’s personal performance and, thus, the CEO does not have a separate PPF. The other NEO’s objectives are agreed upon between the NEO and the CEO. At the end of the year, the parties measure progress relative to the objectives, as well as an assessment of how effectively the individual has lived the Company’s values during the year. The CEO scores each NEO’s PPF on a scale of 0.50 to 1.50. The personal performance goals reflected in the Personal Performance Factor measure the attainment of short- and long-term goals that often are in furtherance of achieving objectives set out in our three-year strategic plan. Personal performance goals can be qualitative in nature and the determination of the NEO’s degree of attainment of them generally requires the judgment of the CEO. The values scoring is, by definition, subjective based on the manager’s observations throughout the year, as well as feedback collected from others inside and outside of the organization. As a general rule, the higher in the organizational structure that one sits, the more global in scope are his or her personal objectives. Mr. Parks, as the CFO, had objectives in the areas of talent management, information technology and investor relations performance, but also focused other objectives on areas specific to the finance function, e.g., accounting, tax and capital structure. As global functional leads Mr. Anderson and Ms. Tate had objectives that connected them to the corporate priorities of stockholder value enhancement, sales growth, and stakeholder and customer satisfaction with an increased emphasis on environmental, social and governance concerns. As Executive Vice President of Belden’s Industrial Automation Solutions the Mr. Lieser’s objectives were supportive of goals of the Industrial Automation Solutions business. His objectives related to the areas of growth, both organic and inorganic, talent management with an emphasis on diversity, equity and inclusion and operational excellence through the continued institution of Lean enterprise principles. In 2023, all officers and their direct reports also had metrics in their personal performance factors related to the Company’s ESG objectives. The 2023 Personal Performance Factors for the NEOs, other than Dr. Chand, as approved by the Committee ranged from 0.97 to 1.05. Annual Cash Incentive Plan Payouts Based on the preceding discussion, each NEO’s annual cash incentive plan award is as shown in the table below. The awards were paid out following adoption of the Financial Factors and Personal Performance Factors by the Committee in February 2024. As a result of his resignation in February 2023, Mr. Vestjens did not receive an annual cash incentive plan award in 2023.

  43. C.Long Term Incentive Awards

    C.Long Term Incentive Awards Our long-term equity incentive plan is designed to align the financial interests of our executives and our stockholders by providing executives with a continuing stake in the long-term success of the company. With at least 75% of each executive

  44. C.Long Term Incentive Awards

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  45. C.Long Term Incentive Awards

    officer’s LTI grant made up of SARs that have value only if Belden’s stock price increases and PSUs that only convert into Belden shares if certain performance metrics are achieved, the plan emphasizes our Pay-for-Performance. For 2023, executive officers received 50% of their LTI award (discussed below) under the plan in the form of PSUs, 25% in the form of SARs and 25% in the form of RSUs. Individual performance, the competitive market, executive experience and internal equity were factors used to determine the total dollar value of SARs, RSUs and PSUs granted to each executive officer in 2023, which we refer to as the “Long-Term Incentive Value”, or “LTI Value”. LTI Value Each executive is assigned a target LTI value (expressed as a % of base salary) based on the factors described above. We then use the following matrix to determine actual grant size as a % of target:

  46. C.Long Term Incentive Awards

    | PPF | 0.85 – 1.15 | 1.16 – 1.50 | | Percentage of Target LTI | 70% – 120% | 100% – 190% |

  47. C.Long Term Incentive Awards

    An officer did not receive an equity award in 2023 if his or her 2022 Personal Performance Factor was less than 0.85. In 2023, Dr. Chand had an LTI Target of 400% of his base salary, Mr. Parks had a Target LTI percentage of 160% of his base salary, Messrs. Anderson and Lieser had LTI percentages of 150% of their respective base salaries, and Ms. Tate had a Target LTI Percentage of 120% of her base salary. Mr. Vestjens resigned prior to the award of LTI Compensation in 2023 and, as a result, did not have an LTI Target. To illustrate the LTI Value matrix, assume a base salary of $400,000 and a Target LTI percentage of 50%. The Target LTI Value is $200,000. Assuming the officer’s PPF is 1.0, he or she would receive equity valued between $140,000 and $240,000. If the same officer’s PPF is 1.20, he or she would receive equity valued between $200,000 and $380,000. The exact amount granted within the range for each individual is at the discretion of the individual’s immediate supervisor (the “LTI Award”). As previously discussed, the NEOs received 50% of their LTI Award in the form of PSUs, 25% in the form of SARs and 25% in the form of RSUs. We use the Black-Scholes-Merton (“Black-Scholes”) option pricing formula to calculate SAR values. Instead of using the grant date stock price as the input in the Black-Scholes formula, we use a one-year average price of the stock (the “Average Belden Stock Price”). That same price is utilized to determine the number of PSUs granted. In summary, the LTI Award is allocated into the number of units resulting from the following formulas: PSUs = 50% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit. SARs = 25% of the LTI Award divided by the Black-Scholes value of a Belden SAR, rounded to the nearest unit. RSUs = 25% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit. Half of the PSUs granted in 2023 will be measured based on total stockholder return (TSR) relative to the S&P 1500 Industrials Index. The other half of the PSUs will be measured based on cumulative consolidated free cash flow, as adjusted for certain restructuring expenses in connection with acquisition integration and other changes to the Company. The PSU agreements state that following the three-year performance period, a conversion factor ranging from 0 to 2.0 will be applied to each award. The sum of the results of that formula, rounded to the nearest whole unit, is the gross number of Belden shares the officer will receive. The actual number of shares to be distributed will be net of any required withholding taxes. The PSUs granted in 2023 will be measured on the performance period from March 7, 2023 (the grant date) to December 31, 2025, in the case of the TSR-based PSUs, and January 1, 2023 to December 31, 2025, in the case of the free cash flow-based PSUs. Conversion will be effected based on threshold, target and maximum levels. For the PSUs based on relative TSR, threshold performance results in a conversion factor of 0.25, target performance results in a conversion factor of 1.00 and maximum performance results in a conversion factor of 2.00. Performance between threshold and target and between target and maximum are interpolated on a linear basis. For the PSUs based on consolidated free cash flow, threshold performance results in a conversion factor of 0.50, target performance results in a conversion factor of 1.00 and maximum performance results in a conversion factor of 2.00. Performance between threshold and target and between target and maximum are interpolated on a linear basis. PSUs drive performance against targets during the three-year performance period, as PSUs will not convert to Belden shares if performance thresholds are not achieved.

  48. C.Long Term Incentive Awards

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  49. C.Long Term Incentive Awards

    To incentivize management to achieve the publicly stated stretch goal of achieving $8.00 or more of earnings-per-share prior to the end of 2025, the Compensation Committee awarded Stretch Achievement Share Awards to the recipients of PSU awards in 2022. In connection with promotions earned between the original grant date of the Stretch Achievement Share Awards and March of 2023, the Committee granted additional 2022 PSUs to Dr. Chand, Mr. Lieser and Ms. Tate. If the Company’s earnings-per-share exceeds the stated threshold of $7.50, the Stretch Achievement Share Awards will result in 2022 PSU recipients receiving an additional number of shares calculated by multiplying the number of shares resulting from the conversion, if any, of 2022 PSUs multiplied by a conversion factor between 0.5 and 1.0 based on the Company’s earnings-per-share (EPS) achievement, as measured based on audited full-year financial results. For example, if a recipient was granted 100 PSUs in 2022 and the 2022 PSUs convert to Belden shares at a conversion ratio of 1.0 and Belden achieves $8.00 of earnings-per-share, the recipient would receive 200 Belden shares (1.00 x 100 + (1.00 x 100)). Shares awarded in connection with the Stretch Achievement Share Awards, if any, will be distributed in the first quarter of 2026, unless the Company achieves $8.00 of earnings-per-share in 2024, in which case Stretch Achievement Share Awards will be distributed in the first quarter of 2025. SARs provide a material incentive for executives to increase the Company’s share price during their ten-year term, and they serve as a retention tool because they take three years to fully vest. RSUs provide executives with an interest in the company designed to align the interest of the executives and stockholders, and they also serve as a retention tool because they cliff vest only after the passage of time, normally three years. At its March 2023 meeting, the Compensation Committee approved equity award grants in the form of 114,361 SARs, 106,467 PSUs and 53,234 RSUs to 168 employees. 2023 Equity Awards to NEOs(1)

  50. C.Long Term Incentive Awards

    | NEO | SARs(2) | PSUs | RSUs | | Dr. Chand(3) | 24,096 | 42,651 | 11,218 | | Mr. Parks | 8,009 | 7,457 | 3,729 | | Mr. Anderson | 5,884 | 5,479 | 2,739 | | Mr. Lieser(4) | 4,418 | 7,490 | 2,057 | | Ms. Tate(5) | 5,000 | 7,681 | 2,328 |

  51. C.Long Term Incentive Awards

    (1)Mr. Vestjens did not receive any Equity Awards in 2023 as a result of his resignation in February 2023. (2)The Committee granted the listed SARs to the NEOs at the closing price of Belden stock on March 7, 2023 ($85.77), the grant date of the awards. (3)In addition to PSUs awarded in the ordinary course in March of 2023, Dr. Chand was granted an additional 20,216 2022 PSUs on March 7, 2023 in connection with his promotion to President and Chief Executive Officer. (4)In addition to PSUs awarded in the ordinary course in March of 2023, Mr. Lieser was granted an additional 3,377 2022 PSUs on March 7, 2023 in connection with his promotion to the position of Executive Vice President, Industrial Automation Solutions. (5)In addition to PSUs awarded in the ordinary course in March of 2023, Ms. Tate was granted an additional 3,026 2022 PSUs on March 7, 2023 in connection with her promotion to the position Senior Vice President – Human Resources. 2021-2023 PSU Grant The Company utilizes a three-year performance measurement period for its PSUs. The three-year performance measurement period for PSUs granted in 2021 ended on December 31, 2023. At its February 2024 meeting, the Compensation Committee certified a conversion ratio of 1.89 for the free cash flow PSUs granted in 2021, and a conversion ratio of 2.00 for the relative TSR PSUs granted in 2021, resulting in an aggregate performance factor of 2.00 and each NEO receiving 2.00 shares of Belden stock for each PSU in connection with this grant. The threshold, target, maximum and actual performance are shown below:

  52. C.Long Term Incentive Awards

    | Factor | Threshold | Target | Maximum | Actual | | Relative TSR | 25th Percentile | 50th Percentile | 75th Percentile | 79th Percentile | | Consolidated Free Cash Flow | 297,000,000 | 495,000,000 | 693,000,000 | 672,000,000 |

  53. C.Long Term Incentive Awards

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  54. C.Long Term Incentive Awards

    Free cash flow is defined as net cash provided by operating activities, adjusted for certain acquisition and divestiture related costs and capital expenditures, plus the proceeds from the disposal of tangible assets.

  55. C.Long Term Incentive Awards

    | Shares Awarded upon Conversion of 2021 PSUs | | | | NEO | PSUs | Shares | | Dr. Chand | 10,764 | 20,936 | | Mr. Parks | 8,993 | 17,491 | | Mr. Anderson | 6,662 | 12,958 | | Mr. Lieser | 2,763 | 5,374 | | Ms. Tate | 1,434 | 2,789 | | Mr. Vestjens | 40,147 | 0 |

  56. C.Long Term Incentive Awards

    From time to time, the Compensation Committee has granted a special long-term incentive award comprised of 50% time-vested RSUs and 50% performance-based PSUs (the “Supplemental Incentive Plan”) to certain executive officers. Awards under the Supplemental Incentive Program consist of 50% time-vested RSUs and 50% performance-based PSUs. In each case, the time-vested RSUs will cliff-vest on the four-year anniversary of the grant date. The performance-based PSUs will be earned based on relative TSR performance compared to the S&P 1500 Industrials index from the grant date to the third anniversary of the grant date, with any earned awards subject to an additional one-year vesting period. The Compensation Committee has selectively granted this type of special stock award and generally confines equity grants to the regular compensation program for its executives.

  57. VI.Compensation Policies and Other Considerations

    VI.Compensation Policies and Other Considerations Stock Ownership Guidelines To align their interests with those of the Company’s stockholders, the Company’s executive officers must hold stock with value of at least three times their annual base salary (six times in the case of the CEO). Officers have five years from the date they are appointed as an officer or promoted to acquire the appropriate shareholdings. In addition, officers must make interim progress toward the ownership requirement during the five-year period – 20% after one year, 40% after two years, 60% after three years and 80% after four years. For purposes of determining ownership, unvested RSUs and the value of vested but unexercised, in-the-money options and SARs are included. For calculation purposes, the Company uses the higher of the current trading price or the acquisition price. As of March 26, 2024 (our record date for the annual meeting), each of the named executive officers either met his interim or five-year stock ownership guideline. In accordance with Company policy, an officer is prohibited from selling Belden stock until the officer meets the applicable guideline. Tax and Accounting Considerations Section 162(m) of the Internal Revenue Code of 1986, as amended, precludes the Company from taking a federal income tax deduction for compensation paid in excess of $1 million to our “covered employees” (which included the CEO and our three other most highly-compensated executive officers, other than the Chief Financial Officer, for years prior to 2018 and now includes all NEOs, including the CFO). Prior to 2018, this limitation did not apply to “performance-based” compensation. While the Compensation Committee has generally attempted to maximize the tax deductibility of executive compensation, the Compensation Committee believes that the primary purpose of our compensation program is to support the Company’s business strategy and the long-term interests of our shareholders. Therefore, the Compensation Committee has maintained the flexibility to award compensation that may not be tax deductible if doing so furthers the objectives of our executive compensation program. Under the December 2017 U.S. tax reform, the exception to Section 162(m) for performance-based compensation was repealed for tax years beginning after December 31, 2017, subject to certain transition and grandfathering rules. Despite these new limits on the deductibility of performance-based compensation, the Compensation Committee continues to believe that a significant portion of our named executive officers’ compensation should be tied to the Company’s performance. Therefore, it is not anticipated that the changes to Section 162(m) will significantly impact the design of our compensation program going forward. Annual non-equity based incentive compensation and PSUs for our Named Executive Officers are unguaranteed, subject to maximum payout amounts based on the achievement of the performance objectives established by the Compensation Committee annually. These objectives are selected by the Compensation Committee from among the performance metrics in the annual incentive plan for non-equity based compensation and the long term incentive plan for the PSUs. The Compensation Committee may exercise discretion to adjust the award based on an assessment of Company and individual performance. Also, our compensation plans comply with the requirements of Internal Revenue Code Section 409A, which requires that nonqualified deferred compensation arrangements must meet specific requirements. In accordance with FASB ASC Topic 718, for financial statement purposes, we expense all equity-based awards over the period earned based upon their estimated fair value at grant date.

  58. Pay versus Performance

    Pay versus Performance In accordance with its rulemaking responsibilities related to the Dodd-Frank Act, the Securities and Exchange Commission has adopted a rule that requires annual disclosure of the pay versus performance information and table provided below.

  59. Pay versus Performance

    | | | | | | | | Average summary compensation table total to non-PEO named executive officers ($) (d) | Average compensation actually paid to non-PEO named executive officers ($) (e) | Value of Initial fixed $100 investment based on: | | | | | Year (a) | Summary Compensation Table total For PEO (Chand) | Summary Compensation table total for PEO (Vestjens) ($) (b) | Summary Compensation table total for PEO (Stroup) ($) (b) | Compensation actually paid To NEO(Chand) | Compensation actually paid to NEO (Vestjens) ($) (c) | Compensation actually paid to NEO (Stroup) ($) (c) | | | Total shareholder return ($) (f) | Peer group total shareholder return ($) (g) | Net Income ($) (h) | Adjusted Earnings Per Share ($) (i) | | 2023 | 12,758,233 | 168,897 | — | 9,672,571 | (13,167,871) | — | 2,627,627 | 2,492,083 | 143 | 154 | 242,556,000 | 6.83 | | 2022 | — | 6,936,527 | — | — | 15,372,798 | — | 2,101,935 | 3,772,922 | 132 | 128 | 254,822,000 | 6.41 | | 2021 | — | 6,831,323 | — | — | 11,850,022 | — | 2,870,217 | 3,781,899 | 121 | 136 | 64,317,000 | 4.75 | | 2020 | — | 2,648,191 | 8,385,634 | — | 1,531,547 | 3,901,946 | 1,985,910 | 1,188,948 | 77 | 112 | (55,058,000) | 2.75 |

  60. Pay versus Performance

    (1)Dr. Chand and Mr. Roel Vestjens each shared as our PEO for a portion of 2023. Mr. Vestjens was our principal executive officer (PEO) for the full year in each of 2022 and 2021. For 2020, Mr. Vestjens and Mr. John Stroup each served as PEO for a portion of the year. In 2023, our Non-PEO named executive officers were Messrs. Parks, Anderson and Lieser, and Ms. Tate. In 2022, our non-PEO named executive officers were Messrs. Parks and Anderson, Dr. Chand, and Mr., Anshu Mehrotra. In 2021, our non-PEO named executive officers were Messrs. Parks, Anderson, and Mehrotra, Dr. Chand, and Mr. Henk Derksen. In 2020, our non-PEO named executive officers were Messrs. Derksen and Anderson, Dr. Chand, and Mr. Dean McKenna. (2)For each of 2023, 2022, 2021, and 2020 (each, a “Covered Year”), in determining both the compensation “actually paid” to our PEO(s) and the average compensation actually paid to our non-PEO named executive officers for purposes of this Pay Versus Performance table (“PVP Table”), we deducted from or added back to the total amounts of compensation reported in column (b) or (d), as applicable, for such Covered Year, the following amounts:

  61. Pay versus Performance

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  62. Pay versus Performance

    | Item and Value Added (Deducted) | 2023 | 2022 | 2021 | 2020 | | For Dr. Chand | | | | | | - change in actuarial present value of pension benefits | $0 | - | - | - | | | | - | - | - | | + service cost of pension benefits | $0 | - | - | - | | + prior service cost of pension benefits | $0 | - | - | - | | - SCT “Stock Awards” column value | $9,767,895 | - | - | - | | | | - | - | - | | - SCT “Option Awards” column value | $950,346 | - | - | - | | + Covered year-end fair value of outstanding equity awards granted in Covered Year | $6,883,385 | - | - | - | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years | $40,982 | - | - | - | | | | - | - | - | | + vesting date fair value of equity awards granted and vested in Covered Year | $0 | - | - | - | | +/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year | $691,788 | - | - | - | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $0 | - | - | - | | + includable dividends/earnings paid or accrued on equity awards during Covered Year | $16,424 | - | - | - | | For Mr. Vestjens | | | | | | - change in actuarial present value of pension benefits | $0 | $0 | $0 | $0 | | + service cost of pension benefits | $0 | $0 | $0 | $0 | | + prior service cost of pension benefits | $0 | $0 | $0 | $0 | | - SCT “Stock Awards” column value | $0 | $3,026,712 | $3,077,646 | $1,133,356 | | - SCT “Option Awards” column value | $0 | $874,650 | $895,635 | $197,989 | | + Covered year-end fair value of outstanding equity awards granted in Covered Year | $0 | $11,481,543 | $7,506,516 | $968,550 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years | $0 | $943,557 | $930,622 | $(663,721) | | + vesting date fair value of equity awards granted and vested in Covered Year | $0 | $0 | $0 | $0 | | +/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year | $586,309 | $(35,512) | $546,513 | ($95,009) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $(13,923,078) | $0 | $0 | $0 | | + includable dividends/earnings paid or accrued on equity awards during Covered Year | $0 | $7,770 | $8,329 | $4,881 | | For Mr. Stroup | | | | | | - change in actuarial present value of pension benefits | - | - | - | $448,473 | | | - | - | - | | | + service cost of pension benefits | - | - | - | $178,758 | | + prior service cost of pension benefits | - | - | - | $0 | | - SCT “Stock Awards” column value | - | - | - | $6,835,918 | | | - | - | - | | | - SCT “Option Awards” column value | - | - | - | $0 | | + Covered year-end fair value of outstanding equity awards granted in Covered Year | - | - | - | $4,312,695 |

  63. Pay versus Performance

    | | 2024 Proxy Statement | Page 31 |

  64. Pay versus Performance

    | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years | - | - | - | $(1,384,045) | | | - | - | - | | | + vesting date fair value of equity awards granted and vested in Covered Year | - | - | - | $0 | | +/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year | - | - | - | $(322,304) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | - | - | - | $0 | | + includable dividends/earnings paid or accrued on equity awards during Covered Year | - | - | - | $15,599 | | For Non-PEO Named Executive Officers (Average): | | | | | | - change in actuarial present value of pension benefits | $47,279 | $0 | $6,839 | $78,767 | | + service cost of pension benefits | $8,116 | $10,348 | $18,682 | $22,350 | | + prior service cost of pension benefits | $0 | $0 | $0 | $0 | | - SCT “Stock Awards” column value | $1,298,887 | $624,214 | $1,314,184 | $826,883 | | - SCT “Option Awards” column value | $229,846 | $167,466 | $138,351 | $153,156 | | + year-end fair value (from prior year-end to Covered year-end) of equity awards granted in Covered Year | $1,080,900 | $2,243,314 | $2,135,122 | $693,974 | | +/- change in fair value of outstanding equity awards granted in prior years | $85,230 | $311,697 | $396,261 | $(441,802) | | + vesting date fair value of equity awards granted and vested in Covered Year | $0 | $0 | $0 | $0 | | +/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year | $262,632 | $(57,911) | $38,593 | $(17,327) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $0 | $0 | $221,889 | $0 | | + includable dividends/earnings paid or accrued on equity awards during Covered Year | $3,741 | $4,479 | $4,286 | $4,649 |

  65. Pay versus Performance

    (3)For each Covered Year, our total shareholder return was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on NYSE on December 31, 2019 through and including the last day of the fiscal year covered (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period ($77.25 per share and $55.79 per share, respectively), divided by (b) our closing share price at the beginning of the Measurement Period ($55.79 per share). Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. (4)For the purposes of this Pay Versus Performance disclosure, our peer group is the S&P Composite 1500 Industrials Index (the “Peer Group”). For each covered year, our Peer Group cumulative shareholder return was calculated based on a deemed fixed investment of $100 through the measurement period. (5)The Company selected measure is Adjusted Earnings Per Share, as presented in the Company’s 2023 Annual Report on Form 10-K, filed on February 8, 2024. (6)As a result of SEC Guidance released in November of 2023, the Compensation Actually Received figures related to 2022 have been revised to account for the change in value of PSUs between the end of their measurement period, in this instance December 31, 2022, and their February 2023 distribution date. The following charts provide, across the covered years, a comparison between our cumulative total shareholder return and cumulative shareholder return of the Peer Group, and (2) illustrations of the relationships between (A) the executive compensation actually paid to the PEO and the average of the executive compensation paid to our non-PEO named

  66. Pay versus Performance

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  67. Pay versus Performance

    executive officers (in each case as set forth in the PVP table above, and (B) each of the performance measures set forth in columns (f), (h), and (i) of the PVP Table above.

  68. Pay versus Performance

    | | 2024 Proxy Statement | Page 33 |

  69. Pay versus Performance

    The following table lists the six performance measures that we believe represent the most important financial performance measures that we use to link compensation actually paid to our named executive officers in 2023 to our performance:

  70. Pay versus Performance

    | Performance Measure | | | 2023 Consolidated Net Income | $242,556,000 | | 2023 Consolidated EBITDA | $438,100,000 | | 2023 Consolidated Revenue | $2,512,084 | | Relative Total Shareholder Return (S&P Industrial 1500 Index) (2021-2023) | 79% | | Consolidated Free Cash Flow (2021-2023) | $216,692 | | 2023 Adjusted Earnings Per Share | $6.83 |

  71. Pay versus Performance

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  72. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with its rulemaking responsibilities related to the Dodd-Frank Act, the Securities and Exchange Commission has adopted a rule that requires annual disclosure of the ratio of the median Company employee’s total annual compensation to the total annual compensation of the Company’s principal executive officer. The Company’s principal executive officers during 2023 were Roel Vestjens, Former President and Chief Executive Officer, and Ashish Chand, President and Chief Executive Officer. Belden’s median employee was determined by reviewing the cash compensation paid to all Belden employees worldwide¸ excluding certain de minimis jurisdictions under item 402(u) of Regulation S-K, but including Belden employees based in countries where the cost of living and average salaries in the market are substantially lower than the United States, from December 1, 2021 through November 30, 2022. Neither Belden’s overall employee population nor its employee compensation arrangements changed materially in 2023 in a way that Belden believes would result in a significant change to its pay ratio disclosure. As a result, the same median employee identified by Belden in 2023 serves as the median employee for the purposes of the 2024 pay ratio disclosure. Once the median employee was identified, the calculation of annual total compensation for that median employee was determined in the same manner as the “Total Compensation” shown for Mr. Vestjens and Dr. Chand in the Summary Compensation Table contained herein. Compensation elements that were included in the annual total compensation for the median employee include: cash compensation received in 2023, matching payments related to Company retirement plans, and any other compensation received in 2022. Belden’s median employee was located in a jurisdiction other than the United States. As a result, his or her compensation was converted to US dollars based on the average exchange rate between the local currency and USD in 2023. The median total annual compensation of Belden associates, excluding Mr. Vestjens and Dr. Chand, in 2023 was $40,821.04. As disclosed herein, Mr. Vestjens’ and Dr. Chand’s total reported 2023 compensation was $12,927,130. Accordingly, Belden’s principal executive officers’ reported 2023 compensation was approximately 316.68 times that of the median of the total annual compensation of all employees other than the principal executive officers.

  73. Pay for Performance

    Pay for Performance In reviewing the Compensation Tables that follow, it is important to note that equity-based compensation is reported based on the fair value at the grant date as determined under GAAP. As a result, it is not fully illustrative of compensation actually received. As a result of the manner in which PSUs, RSUs and SARs are structured, it takes years to determine whether a particular year’s compensation will end up resulting in the realization of more or less than the amount reported. It is subject to a number of factors, but is most sensitive to the price of Belden stock. The bottom line is that the Belden Compensation Program is effective in aligning pay and performance in that the reported level of compensation is only realized when performance is at a level satisfactory to the investor community.

  74. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  75. SUMMARY COMPENSATION TABLE

    | Name and Principal Position (a) | Year (b) | Salary(1) ($) (c) | Bonus(2) ($) (d) | Stock Awards(3) ($) (e) | Option Awards(4) ($) (f) | Non- Equity Incentive Plan Compen- sation(5) ($) (g) | Change in Pension Value and Nonqualified Deferred Compen- sation Earnings(6) ($) (h) | All Other Compen- sation(7) ($) (i) | Total ($) (j) | | Ashish Chand | 2023 | 847,102 | — | 9,767,895 | 950,346 | 823,500 | — | 369,390 | 12,758,233 | | President and | 2022 | 523,942 | — | 880,177 | 254,353 | 877,113 | — | 396,868 | 2,932,453 | | Chief Executive Officer | 2021 | 494,285 | — | 3,723,987 | 240,138 | 865,219 | — | 280,777 | 5,604,406 | | Jeremy Parks | 2023 | 576,534 | — | 1,073,627 | 315,875 | 342,109 | 35,157 | 137,721 | 2,481,023 | | Senior Vice | 2022 | 530,425 | — | 668,247 | 190,281 | 685,314 | — | 182,143 | 2,256,410 | | President, Finance, and Chief Financial Officer | 2021 | 459,375 | 271,259 | 1,197,960 | 200,624 | 735,735 | — | 119,343 | 2,984,296 | | Brian Anderson | 2023 | 517,704 | — | 788,769 | 232,065 | 298,338 | 154,559 | 80,383 | 2,071,818 | | Senior Vice President - Legal, | 2022 | 476,300 | — | 443,463 | 128,143 | 615,384 | — | 49,574 | 1,712,864 | | General Counsel and Corporate Secretary | 2021 | 440,000 | — | 510,708 | 148,629 | 720,720 | 34,195 | 40,062 | 1,894,314 | | Brian Lieser | 2023 | 431,388 | — | 1,684,318 | 174,246 | 292,468 | — | 703,421 | 3,285,841 | | Executive Vice President, Industrial Automation | | | | | | | | | | | Leah Tate | 2023 | 439,900 | — | 1,648,836 | 197,200 | 263,542 | — | 122,347 | 2,671,825 | | Senior Vice President, Human Resources | | | | | | | | | | | Roel Vestjens | 2023 | 148,148 | — | — | — | — | — | 20,749 | 168,897 | | Former President and | 2022 | 946,875 | — | 3,026,712 | 874,650 | 1,950,000 | — | 138,290 | 6,936,527 | | Chief Executive Officer | 2021 | 778,125 | — | 3,077,646 | 895,635 | 1,996,313 | — | 83,604 | 6,831,323 |

  76. SUMMARY COMPENSATION TABLE

    (1)Salaries are amounts actually received. (2)Reflects cash bonus paid to Mr. Parks upon hiring. (3)Reflects the aggregate grant date fair value with respect to awards of stock for each named officer computed in accordance with FASB ASC Topic 718. See Grants of Plan-Based Awards Table for 2023 stock awards to the named officers. The assumptions used in calculating these amounts are described in Note 21: Share-Based Compensation, to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Some of the amounts listed in column (e) represent the grant date fair value of performance share units (“PSUs”) based on the assumption that the Company would meet its performance goals at the target level, resulting in one share of Belden stock, being issued to the officer for each PSU. Performance over the relevant three-year measurement period at maximum levels or greater (in the case of PSUs based on free cash flow) or at or greater than the 75th percentile (in the case of PSUs based on relative TSR) could result in the issuance of two shares of Belden stock for each PSU. Additionally, PSUs granted in connection with the Stretch Achievement Share Awards on March 7, 2023 were valued based on the Company’s expected performance over the award period as of the date of the grant, taking into account the portion of the award period that has already elapsed. Accordingly, the 2022 PSU awards granted in 2023 were valued assuming that each SASA award would convert into double the shares of Belden common stock issued upon conversion of the 2022 PSUs. During each performance period, the Company periodically analyzes performance and makes appropriate adjustments to the amount of stock-based compensation expense it records. Based on this structure, the maximum grant date fair values of the stock awards for each NEO (in dollars), are as follows:

  77. SUMMARY COMPENSATION TABLE

    | | Dr. Chand | Mr. Parks | Mr. Anderson | Mr. Lieser | Ms. Tate | Ms. Vestjens | | 2023 | 12,035,737 | 1,827,418 | 1,342,613 | 3,192,208 | 3,098,000 | — | | 2022 | 2,761,684 | 2,085,676 | 1,391,430 | | | 9,496,763 | | 2021 | 5,999,239 | 1,684,526 | 871,155 | | | 5,249,799 |

  78. SUMMARY COMPENSATION TABLE

    (4)Reflects the aggregate grant date fair value with respect to awards of options or SARs for each named officer computed in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are described in Note 21: Share-Based Compensation, to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 The amounts shown above include the maximum grant date fair value for the PSUs issued in 2023.

  79. SUMMARY COMPENSATION TABLE

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  80. SUMMARY COMPENSATION TABLE

    (5)Represents amounts earned under the Company’s annual cash incentive plan as approved by the Compensation Committee at its February 2024 meeting. (6)The amounts in this column reflect the increase in the actuarial present value of the accumulated benefits under the Company’s defined benefit plans in which the named executives participate. None of the named executives received above-market or preferential earnings on deferred compensation. (7)The amounts (in dollars) shown in column (i) for 2023 consist of the following:

  81. SUMMARY COMPENSATION TABLE

    | | Total | Company’s Contributions In Its Defined Contribution Plan | Life Insurance and Long Term Disability Benefits | Tax Preparation Costs | Restricted Stock Dividends | Airfare | Tax Gross Up/ Equalization | Housing Allowance | Moving Expenses | | Ashish Chand | 369,390 | 85,240 | 5,867 | 15,765 | 2,603 | — | 9,915 | 250,000 | | | Jeremy Parks | 137,721 | 22,500 | 4,650 | — | 1,496 | 41,191 | — | 67,884 | — | | Brian Anderson | 80,383 | 58,639 | 6,886 | 2,375 | 12,483 | — | — | — | — | | Brian Lieser | 703,421 | 41,939 | 7,014 | 38,990 | 778 | — | 580,856 | 18,011 | 15,833 | | Leah Tate | 122,347 | 48,746 | 4,066 | — | 485 | — | — | 69,049 | — | | Roel Vestjens | 20,749 | 8,889 | 810 | 11,050 | – | — | — | — | — |

  82. SUMMARY COMPENSATION TABLE

    Dr. Chand received a housing rental allowance of $250,000 in 2021 and 2022 that remained in place in 2023. Mr. Parks maintains his primary residence in Buffalo, New York. He receives reimbursement of airfare related to travel to and from St. Louis, Missouri, where he spends a significant amount of time, and a housing allowance to secure living arrangements in the St. Louis area. Mr. Lieser received tax gross up payments in connection with his expatriate assignment in Germany prior to his appointment as Senior Vice President, Industrial Automation Solutions. Ms. Tate maintains her primary residence in Indianapolis, Indiana. She received a housing allowance in 2023 to secure living arrangements in the St. Louis, Missouri, area, where she spends a significant amount of time.

  83. SUMMARY COMPENSATION TABLE

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  84. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  85. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) (i) | All Other Option Awards: Number of Securities Underlying Options(4) (#) (j) | Exercise or Base Price of Option Awards(5) ($ per Share) (k) | Grant Date Fair Value of Stock and Option Awards ($) (l) | | Name (a) | Grant Date (b) | Award Type | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Ashish Chand | | ACIP | 506,250 | 1,012,500 | 2,025,000 | | | | | | | | | | 3/07/2023 | RSU | | | | | | | 11,218 | | | 962,168 | | | 3/07/2023 | PSU | | | | 8,413 | 22,435 | 44,870 | | | | 2,267,842 | | | 3/07/2023 | PSU | | | | 7,581 | 20,216 | 80,864 | | | | 3,268,942 | | | 3/07/2023 | SAR | | | | | | | | 24,096 | 85.77 | 950,346 | | Jeremy Parks | | ACIP | 205,594 | 411,188 | 1,233,565 | | | | | | | | | | 3/07/2023 | RSU | | | | | | | 3,729 | | | 319,836 | | | 3/07/2023 | PSU | | | | 2,796 | 7,457 | 14,914 | | | | 753,791 | | | 3/07/2023 | SAR | | | | | | | | 8,009 | 85.77 | 315,875 | | Brian Anderson | | ACIP | 184,615 | 369,230 | 1,107,690 | | | | | | | | | | 3/07/2023 | RSU | | | | | | | 2,739 | | | 234,924 | | | 3/07/2023 | PSU | | | | 2,055 | 5,479 | 10,958 | | | | 553,845 | | | 3/07/2023 | SAR | | | | | | | | 5,884 | 85.77 | 232,065 | | Brian Lieser | | ACIP | 245,667 | 311,668 | 935,000 | | | | | | | | | | 3/07/2023 | RSU | | | | | | | 2,057 | | | 176,429 | | | 3/07/2023 | PSU | | | | 1,542 | 4,113 | 8,226 | | | | 415,763 | | | 3/07/2024 | PSU | | | | 1,266 | 3,377 | 13,508 | | | | 546,063 | | | 3/07/2023 | SAR | | | | | | | | 4,418 | 85.77 | 174,246 | | Leah Tate | | ACIP | 156,870 | 313,740 | 941,220 | | | | | | | | | | 3/07/2023 | RSU | | | | | | | 2,328 | | | 199,673 | | | 3/07/2023 | PSU | | | | 1,746 | 4,655 | 9,310 | | | | 470,551 | | | 3/07/2024 | PSU | | | | 1,135 | 3,026 | 12,104 | | | | 489,306 | | | 3/07/2023 | SAR | | | | | | | | 5,000 | 85.77 | 197,200 |

  86. GRANTS OF PLAN-BASED AWARDS

    (1)The amounts in column (c) represent the cash payment under the Company’s annual cash incentive plan (“ACIP”) that would have been made if the threshold performance for 2023 was met, including a personal performance factor of 0.5; the amounts in column (d) represent the cash payment under ACIP that would have been made if the target performance for 2023 was met; and the amounts in column (e) represent the maximum cash payment under ACIP, the lesser of three times target or $5 million. For Dr. Chand, the maximum cash payment under ACIP is two times target because the company financial factor is capped at 2.0 and because a personal performance factor is not utilized for him. For Dr. Chand and Mr. Lieser, Threshold, Target, and Maximum amounts are pro-rated to account for their promotions to their current positions in February 2023. (2)The Compensation Committee granted performance stock unit awards (PSUs) at its March 7, 2023 meeting. The PSUs granted in 2023 will be measured on the performance period from March 7, 2023 (the grant date) to December 31, 2025, in the case of the TSR-based PSUs, and January 1, 2023 to December 31, 2025, in the case of the free cash flow-based PSUs. Any payout arising from the 2023 PSUs will be made in shares of Belden stock in 2026. The conversion factor from PSUs to shares is based on the Company’s total stockholder return over the performance period measured relative to the S&P 1500 Industrials Index (the “Index”), weighted 50%, and the company’s consolidated free cash flow over the performance period, weighted 50%. Additionally, following the promotion of Dr. Chand, Mr. Lieser and Ms. Tate, the Committee granted additional 2022 PSUs on March 7, 2023, to each of them in an effort to put them in the same situation they would have been in had they been in their current position when the Stretch Achievement Share Awards were originally issued in 2022. The 2022 PSU’s will be measured on the performance period from February 22, 2022 through December 31, 2024 in the case of the TSR -based PSUs and January 1, 2022 – December 31, 2024, in the case of free cash flow-based PSUs. The 2022 PSUs, including those granted in March 2023, are eligible to be enhanced by the Company’s Stretch Achievement Share Award Program in the event the Company achieves at least $7.50 in EPS prior to the end of 2025. For the purposes of Column (h), the 2022 PSUs are deemed to have achieved the maximum possible enhancement under the Stretch Achievement Share Award program. (3)The amounts in column (i) are the number of RSUs granted to each of the named executive officers in 2023. These awards cliff vest following the third anniversary of the grant date. (4)The amounts in column (j) are the number of SARs granted to each of the named executive officers in 2023. These awards vest in equal amounts over three years on the first, second and third anniversaries of the grant date and expire on the tenth anniversary of the grant date. (5)The exercise price for awarded SARs was the closing price of the Belden shares on the grant date.

  87. GRANTS OF PLAN-BASED AWARDS

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  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name (a) (a) | Number of Securities Underlying Unexercised Options(1) (#) Exercisable (b) | Number of Securities Underlying Unexercised Options(2)(3) (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price(4) ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) # (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(6) ($) (j) | | Ashish Chand | 537 | | | 72.57 | 3/04/2024 | | | 5,382 | 415,760 | | | 1,103 | | | 89.23 | 2/25/2025 | | | 22,428 | 1,732,563 | | | 1,477 | | | 74.91 | 2/22/2027 | | | 4,825 | 372,731 | | | 2,312 | | | 72.73 | 2/28/2028 | | | 11,218 | 866,591 | | | | 4,373 | | 45.11 | 2/16/2031 | | | 10,764 | 831,519 | | | | 7,714 | | 53.79 | 2/22/2032 | | | 22,428 | 1,732,563 | | | | 24,096 | | 85.77 | 3/07/2033 | | | 9,650 | 745,463 | | | | | | | | | | 20,216 | 1,561,686 | | | | | | | | | | 22,435 | 1,733,104 | | Jeremy Parks | 7,308 | 3,654 | | 45.11 | 2/16/2031 | | | 4,496 | 347,316 | | | 2,886 | 5,771 | | 53.79 | 2/22/2032 | | | 3,738 | 288,761 | | | | 8,009 | | 85.77 | 3/07/2033 | | | 3,610 | 278,873 | | | | | | | | | | 3,729 | 288,065 | | | | | | | | | | 8,993 | 694,709 | | | | | | | | | | 7,220 | 557,745 | | | | | | | | | | 7,457 | 576,053 | | Brian Anderson | 5,535 | | | 89.23 | 2/25/2025 | | | 3,331 | 259,320 | | | 6,769 | | | 52.89 | 2/24/2026 | | | 2,431 | 187,795 | | | 6,854 | | | 74.91 | 2/22/2027 | | | 2,739 | 211,588 | | | 7,257 | | | 72.73 | 2/28/2028 | | | 6,662 | 514,640 | | | 10,448 | | | 61.79 | 2/28/2029 | | | 4,862 | 375,590 | | | 6,368 | | | 51.14 | 2/11/2030 | | | 5,479 | 423,253 | | | 5,414 | 2,707 | | 45.11 | 2/16/2031 | | | | | | | 1,944 | 3,886 | | 53.79 | 2/22/2032 | | | | | | | | 5,884 | | 85.77 | 3/07/2033 | | | | | | Brian Lieser | 570 | | | 72.57 | 3/04/2024 | | | 1,382 | 106,760 | | | 944 | | | 89.23 | 2/25/2025 | | | 6,986 | 539,669 | | | 1,450 | | | 52.89 | 2/24/2026 | | | 1,049 | 81,035 | | | 1,210 | | | 74.91 | 2/22/2027 | | | 2,057 | 158,903 | | | 1,225 | | | 72.73 | 2/28/2028 | | | 2,763 | 213,442 | | | 3,466 | | | 61.79 | 2/28/2029 | | | 6,986 | 539,669 | | | 1,788 | | | 51.14 | 2/11/2030 | | | 2,098 | 162,071 | | | 1,123 | 1,122 | | 45.11 | 2/16/2031 | | | 3,377 | 260,873 | | | 839 | 1,677 | | 53.79 | 2/22/2032 | | | 4,113 | 317,729 | | | | 4,418 | | 85.77 | 3/07/2033 | | | | | | Leah Tate | 1,163 | | | 61.79 | 2/28/2029 | | | 717 | 55,388 | | | 1,528 | | | 51.14 | 2/11/2030 | | | 553 | 42,719 | | | 1,166 | 582 | | 45.11 | 2/16/2031 | | | 2,328 | 179,838 | | | 442 | 883 | | 53.79 | 2/22/2032 | | | 1,434 | 110,777 | | | | 5,000 | | 85.77 | 3/07/2033 | | | 1,105 | 85,361 | | | | | | | | | | 3,026 | 233,759 | | | | | | | | | | 4,655 | 359,599 | | Roel Vestjens | — | — | | — | — | — | — | — | — |

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)Shows vested SARs. (2)Shows unvested SARs.

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2024 Proxy Statement | Page 39 |

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (3)For Dr. Chand, his 4,373 unexercisable SARs expiring on February 16, 2031 vested on February 16, 2024. His 7,714 unexercisable SARs expiring February 22, 2032, vest as follows: 3,857 on February 22, 2024; and 3,857 on February 22, 2025. His 24,096 unexerciseable SARs expiring on March 7, 2033, vest as follows: 8,032 on March 7, 2024; 8,032 on March 7, 2025; and 8,032 on March 7, 2026. For Mr. Parks, his 3,654 unexercisable SARs expiring on February 16, 2031 vested on February 16, 2024. His 5,771 unexercisable SARs expiring on February 22, 2032 vest as follows: 2,886 on February 22, 2024; and 2,885 on February 22, 2025.His 8,009 unexercisable SARs expiring on March 7, 2033 will vest as follows: 2,670 on March 7, 2024; 2,670 on March 7, 2025; and 2,669 on March 7, 2026. For Mr. Anderson, his 2,707 unexercisable SARs expiring on February 16, 2031 vested on February 16, 2024. His 3,386 unexercisable SARs expiring on February 22, 2032, vest as follows: 1,943 on February 22, 2024; and 1,943 on February 22, 2025. His 5,884 unexercisable SARs expiring on March 7, 2033 vest as follows: 1,932 on March 7, 2024; 1,931 on March 7, 2025; and 1,931 on March 7, 2026. For Mr. Lieser, his 1,122 unexercisable SARs expiring on February 16, 2031 vested on February 16, 2024. His 1,677 unexercisable SARs expiring on February 22, 2033 will vest as follows: 839 on February 22, 2024 and 838 on February 22, 2025. His 4,418 unexercisable SARs expiring on March 7, 2033 will vest as follows: 1,473 on March 7, 2024; 1,473 on March 7, 2025; and 1,472 on March 7, 2026. For Ms. Tate, her 582 unexercisable SARs expiring on February 16, 2031 vested on February 16, 2024. Her 883 unexercisable SARs expiring on February 22, 2032 will vest as follows: 442 on February 22, 2024; and 441 on February 22, 2025. Her 5,000 unexercisable SARs expiring on March 7, 2033 will vest as follows: 1,667 on March 7, 2024; 1,667 on March 7, 2025; and 1,666 on March 7, 2026. (4)The exercise price of SAR awards granted is the closing price of Belden shares on the grant date. (5)On each of February 16, 2021, February 22, 2022, and March 7, 2023 the NEOs were granted PSUs. Each tranche of PSUs carries a three year measurement period. Based on the Company’s performance during this period on total stockholder return relative to the S&P 1500 Industrials Index, weighted 50%, and on consolidated free cash flow, weighted 50%, a conversion factor from 0 to 2.0 will be generated. If the conversion factor is greater than 0, the PSUs will be converted to a whole number of shares and delivered to the NEOs upon conversion. Dr. Chand’s 10,764 PSUs were reviewed at the first quarter 2024 Compensation Committee meeting, and based on the conversion ratio, converted into 20,936 shares. His 9,650 PSUs granted on February 22, 2022 and his 20,216 PSUs granted on March 7, 2023 will be reviewed by the Compensation Committee at its first quarter 2025 meeting. His 22,435 PSUs will be reviewed by the Compensation Committee at its first quarter 2026 meeting. His 5,382 RSUs vested on February 16, 2024. His 4,825 RSUs will vest on February 22, 2025. His 11,218 RSUs will vest on March 7, 2026. His 22,428 Supplemental Incentive Plan PSUs and 22,428 Supplemental Incentive Plan RSUs will vest as described in the discussion of the Supplemental Incentive Plan above. Mr. Parks’ 8,993 PSUs were reviewed by the Compensation Committee at its first quarter 2024 Compensation Committee meeting, and based on the conversion ratio, converted into 17,491 shares. His 7,220 PSUs will be reviewed at the first quarter 2025 Compensation Committee meeting. His 7,457 PSUs will be reviewed at the first quarter 2026 Compensation Committee meeting. His 4,496 RSUs vested on February 16, 2024. His 3,739 RSUs granted on February 17, 2021, vested on February 17, 2024. His 3,610 RSUs will vest on February 22, 2025. His 3,729 RSUs will vest on March 7, 2026. Mr. Anderson’s 6,662 PSUs were reviewed by the Compensation Committee at its first quarter 2024 Compensation Committee meeting, and based on the conversion ratio, converted into 12,958 shares. His 4,862 PSUs will be reviewed at the first quarter 2025 Compensation Committee meeting. His 5,479 PSUs will be reviewed at the first quarter 2026 Compensation Committee meeting. His 3,331 RSUs vested on February 16, 2024. His 2,431 RSUs will vest on February 22, 2025. His 2,739 RSUs will vest on March 7, 2026. Mr. Lieser’s 2,783 PSUs were reviewed by the Compensation Committee at its first quarter 2024 Compensation Committee meeting, and based on the conversion ratio, converted into 4,161 shares. His 2,098 PSUs granted on February 22, 2022 and his 3,377 PSUs granted on March 7, 2023 will be reviewed at the first quarter 2025 Compensation Committee meeting. His 4,113 PSUs will be reviewed at the first quarter 2026 Compensation Committee meeting. His 1,382 RSUs vested on February 16, 2024. His 1,049 RSUs will vest on February 22, 2025. His 2.057 RSUs will vest on March 7, 2026. His 6,986 Supplemental Incentive Plan RSUs and 6,986 Supplemental Incentive Plan PSUs granted on August 30, 2021, will vest as described in the discussion of the Supplemental Incentive Plan above. Ms. Tate’s 1,434 PSUs were reviewed by the Compensation Committee at its first quarter 2024 Compensation Committee meeting, and based on the conversion ratio, converted into 2,789 shares. Her 1,105 PSUs granted on February 22, 2022 and her 3,026 PSUs granted on March 7, 2023, will be reviewed at the first quarter 2025 Compensation Committee meeting. Her 4,655 PSUs will be reviewed at the first quarter 2026 Compensation Committee meeting. Her 717 RSUs vested on February 16, 2024. Her 553 RSUs will vest on February 22, 2025. Her 2,328 RSUs will vest on March 7, 2026. (6)The market value represents the product of the number of shares and the closing market price of Belden shares on December 29, 2023 ($77.25). The value of PSU awards assumes a conversion at a 1.0 ratio.

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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  94. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  95. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise(1) (2)(3)(4) (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | Ashish Chand | 7,123 | 1,341,788 | 9,022 | 794,379 | | Jeremy Parks | — | — | 2,159 | 193,317 | | Brian Anderson | 35 | 5,592 | 14,657 | 1,284,747 | | Brian Lieser | 1,140 | 155,765 | 2,875 | 253,588 | | Leah Tate | — | — | 2,101 | 185,343 | | Roel Vestjens | 18,149 | 2,789,232 | 10,833 | 947,928 |

  96. OPTION EXERCISES AND STOCK VESTED

    The dates on which certain executive officers had stock awards vest and the applicable fair market values on those days are as follows: February 12, 2023 – $88.93; February 17, 2023 – $89.54; February 22, 2023 – $87.15; May 23, 2023 – $85.36; and July 3, 2023 – $95.93; When the vesting date falls on a trading day, the fair market value is the average of the high and low trading prices of Belden shares on that day. When the vesting date falls on a non-trading day, the fair market value is the average of (a) the average of the high and low trading prices of Belden shares on the trading day immediately preceding the vesting date and (b) the average of the high and low trading prices of Belden shares on the trading day immediately following the vesting date. The number of RSUs that vested were as follows: Mr. Vestjens – 3,929 on February 11, 2023; Dr. Chand – 3,374 RSUs on February 11, 2020 and 964 RSUs on July 1, 2023; Mr. Anderson – 11,039 RSUs on May 23, 2023, 765 RSUs on July 1, 2023; and 3,011 RSUs on July 2, 2023; Mr. Lieser – 974 RSUs on February 11, 2020 and 322 RSUs on July 1, 2023; and Ms. Tate – 555 RSUs on February 11, 2023 and 254 RUS on July 1, 2023. Giving effect to the actual tax withholding that occurred, Mr. Vestjens acquired 2,153 shares on February 13, 2023; Dr. Chand acquired 2,160 shares on February 13, 2023 and 486 shares on July 3, 2023; Mr. Parks acquired 2,159 shares on February 17, 2023; Mr. Anderson acquired 6,099 shares on May 23, 2023 and 2,085 shares on July 3. 2023; Mr. Lieser acquired 649 shares on February 13, 2023 and 170 shares on July 3, 2023; and Ms. Tate acquired 366 shares on February 13, 2023 and 181 shares on July 3, 2023. PSUs granted in 2020 converted into the following number of Belden shares, giving effect to tax withholding: Dr. Chand - 6,376 shares on February 22, 2023, Mr. Vestjens – 8,680 shares on February 22, 2023; Mr. Anderson – 6,473 shares on February 22, 2023; Mr. Lieser 2,056 shares on February 22, 2023; and Ms. Tate – 1,554 shares on February 22, 2023. (1)During 2023, Dr. Chand exercised the following SARs and sold the following shares pursuant to his 10b5-1 plan:

  97. OPTION EXERCISES AND STOCK VESTED

    | Date | Number of SARS | Market Price | Exercise Price | Pre-tax proceeds | Resulting shares | Net Proceeds | | 06/20/2023 | 9,580 | $94.67 | $61.79 | $314,990 | 1,671 | 153,527 | | 06/20/2023 | 738 | $94.67 | $52.89 | $30,834 | 163 | 15,976 | | 06/20/2023 | 9,297 | $94.67 | $51.14 | $404,698 | 2,149 | 197,444 | | 06/20/2023 | 8,748 | $94.67 | $45.11 | $433,551 | 2,303 | 211,593 | | 06/20/2023 | 3,858 | $94.67 | $53.79 | $157,715 | 837 | 76,901 |

  98. OPTION EXERCISES AND STOCK VESTED

    (2)During 2023, Mr. Anderson exercised the following SARs, resulting in the receipt of the resulting shares:

  99. OPTION EXERCISES AND STOCK VESTED

    | Date | Number of SARS | Market Price | Exercise Price | Pre-tax proceeds | Resulting shares | Value at 12/31/23 | | 05/23/2023 | 434 | $85.46 | $72.57 | $5,592 | 35 | $3,002 |

  100. OPTION EXERCISES AND STOCK VESTED

    (3)During 2023, Mr. Lieser exercised the following SARs, resulting in the receipt of the resulting shares:

  101. OPTION EXERCISES AND STOCK VESTED

    | Date | Number of SARS | Market Price | Exercise Price | Pre-tax proceeds | Resulting shares | Value at 12/31/23 | | 02/09/2023 | 1,076 | $88.44 | $50.01 | $41,351 | 311 | $26,674 | | 02/14/2023 | 750 | $90.50 | $52.89 | $28,209 | 204 | $17,497 | | 02/14/2023 | 895 | $90.50 | $51.14 | $35,229 | 255 | $21,871 | | 02/14/2023 | 1,123 | $90.50 | $45.11 | $50,976 | 370 | $31,735 |

  102. OPTION EXERCISES AND STOCK VESTED

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  103. OPTION EXERCISES AND STOCK VESTED

    (4)During 2023, Mr. Vestjens exercised the following SARs and received the following shares. Any disposition of the resulting shares occurred following his resignation from Belden.

  104. OPTION EXERCISES AND STOCK VESTED

    | Date | Number of SARS | Market Price | Exercise Price | Pre-tax proceeds | Resulting shares | | 02/27/2023 | 6,697 | $84.885 | 72.57 | 82,474 | 536 | | 02/27/2023 | 12,337 | $84.885 | 74.91 | 123,062 | 800 | | 02/27/2023 | 13,606 | $84.885 | 72.73 | 165,381 | 1,076 | | 02/27/2023 | 14,847 | $84.885 | 61.79 | 342,891 | 2,231 | | 02/27/2023 | 10,825 | $84.885 | 51.14 | 365,290 | 2,377 | | 02/27/2023 | 32,625 | $84.885 | 45.11 | 1,297,659 | 8,445 | | 02/27/2023 | 13,265 | $84.885 | 53.79 | 412,475 | 2,684 |

  105. OPTION EXERCISES AND STOCK VESTED

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  106. PENSION BENEFITS

    PENSION BENEFITS

  107. PENSION BENEFITS

    | Name (a) | Plan Name(1) (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit(2) ($) (d) | Payments During Last Fiscal Year ($) (e) | | Ashish Chand | Pension Plan | — | — | — | | | Excess Plan | | — | — | | Jeremy Parks | Pension Plan | 12.4 | 240,249 | — | | | Excess Plan | | — | — | | Brian Anderson | Pension Plan | 15.6 | 326,826 | — | | | Excess Plan | | 259,717 | — | | Brian Lieser | Pension Plan | — | — | — | | | Excess Plan | | — | — | | Leah Tate | Pension Plan | — | — | — | | | Excess Plan | | — | — | | Roel Vestjens | Pension Plan | — | — | — | | | Excess Plan | | — | — |

  108. PENSION BENEFITS

    (1)Mr. Anderson participates in the Belden Wire & Cable Company Pension Plan (“Pension Plan”) and the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (“Excess Plan”). Mr. Parks participated in the Pension Plan and the Excess Plan prior to his separation from the Company in 2020. He is not eligible to participate in the plan following his return to the Company in 2021 because the Plans are closed to new participants. Mr. Lieser and Ms. Tate do not participate in the plans because they joined the Company after the plans were closed to new participants in 2010. Mr. Vestjens and Dr. Chand do not participate in the plans because they relocated to the U.S. after the Plans were closed to new participants in 2010. The Pension Plan is a cash balance plan. The account of each participant increases on an annual basis by 4% of the participant’s eligible compensation up to the Social Security wage limit ($160,200 for 2023) and by 8% of the participant’s eligible compensation in excess of the Social Security wage limit up to the limit on compensation that may be taken into account by a plan qualified under the Internal Revenue Code ($330,000 for 2023). The Excess Plan provides the benefit to the participant that would have been available under the Pension Plan if there were not a limit on compensation that may be taken into account by a plan qualified under the Internal Revenue Code. In general, eligible compensation for a participant includes base salary plus any amount earned under the annual cash incentive plan. Upon retirement, participants in the Pension Plan may elect a lump sum distribution or a variety of annuity options. Upon retirement, participants in the Excess Plan will receive a lump sum distribution. (2)The computation of the value of accumulated benefit for each individual incorporates a 5.08% discount rate, an interest credit rate of 10.0%, and an expected retirement age of 65.

  109. NONQUALIFIED DEFERRED COMPENSATION(1)

    NONQUALIFIED DEFERRED COMPENSATION(1)

  110. NONQUALIFIED DEFERRED COMPENSATION(1)

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Ashish Chand | 80,953 | 62,740 | 4,380 | — | 290,007 | | Jeremy Parks | — | — | 2,167 | — | 114,724 | | Brian Anderson | 131,639 | 36,139 | 10,278 | — | 592,337 | | Brian Lieser | 103,285 | 19,439 | 4,795 | — | 297,462 | | Leah Tate | 141,885 | 26,246 | 6,725 | — | 420,546 | | Roel Vestjens | — | — | 13,041 | — | 690,407 |

  111. NONQUALIFIED DEFERRED COMPENSATION(1)

    (1)Each of Dr. Chand, Messrs. Parks, Anderson and Lieser, and Ms. Tate, participated in the Belden Supplemental Excess Defined Contribution Plan in 2023. Mr. Vestjens participated in the Belden Supplemental Defined Contribution Plan prior to his resignation. Amounts reflected in column (c), but not those in column (d), have been reflected in column (i) of the Summary Compensation Table.

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The Belden Executive Severance Program provides for the potential payment of severance and other benefits upon certain terminations of employment. In addition, pursuant to the terms of the Company’s equity incentive plans, upon certain termination events, each executive will be entitled to acceleration of his outstanding and unvested equity awards. Termination not for cause not in connection with a change in control Pursuant to the Severance Program and the terms of the Company’s equity incentive plans, in the event a named executive officer is terminated without “cause,” as defined below, the executive will be entitled to receive: •severance payments equal to the sum of the officer’s current base salary plus his annual target bonus, payable in equal semi-monthly installments over a twelve-month period; •if the executive is the Company’s Chief Executive Officer, severance payments equal to the sum of the officer’s current base salary plus his target bonus, multiplied by 1.5, payable in equal semi-monthly installments over an eighteen-month period; •any unpaid bonus earned with respect to the portion of the current fiscal year completed as of the date of termination based on the actual performance under the applicable annual cash incentive plan, payable when awards are generally paid for senior executives for such year; and •a lump sum payment equal to the full monthly premium (i.e., the executive’s and the Company’s) for coverage under the Company group health care plan (including group dental and vision coverage) based on the executive’s coverage elections in effect immediate prior to the termination multiplied by 12 (or, in the case of the Company’s Chief Executive Officer, multiplied by 18). Pursuant to the Severance Program, “cause” is defined to include: •willful and continued failure to perform his duties following appropriate opportunities to cure the deficiencies; •conviction or plea of nolo contendere of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud; •material violation of the Company’s Code of Conduct; and •engagement in an act that materially damages or materially prejudices the Company or its affiliates or the officer’s engagement in activities materially damaging to the property, business or reputation of the Company or its affiliates.