DEF 14A of Belden Inc., Apr 8, 2025

DEF 14A of Belden Inc.

Filed Apr 8, 2025 · FY20240000913142-25-000009

Open on EDGAR

  1. Voting

    | | Compensation Tables | 39 | | | Summary Compensation Table | 40 | | | Grants of Plan-Based Awards | 42 | | | Outstanding Equity Awards at Fiscal Year-End | 43 | | | Option Exercises and Stock Vested | 45 | | | Pension Benefits | 46 | | | Nonqualified Deferred Compensation | 47 | | | Employment, Severance and Change-in-Control Arrangements | 47 | | | Potential Payments Upon Termination or Change-in-Control | 47 | | | Pay versus Performance | 50 | | | Pay Ratio Disclosure | 54 | | Ownership Information | | 55 | | | Equity Compensation Plan Information on December 31, 2024 | 55 | | | Stock Ownership of Certain Beneficial Owners and Management | 55 | | | Beneficial Ownership Table of Directors, Nominees and Executive Officers | 56 | | | Beneficial Ownership Table of Stockholders Owning More Than Five Percent | 57 | | Other Matters | | 58 | | | Frequently Asked Questions | 58 | | General Information | | 61 | | | Internet Availability of Proxy Materials | 61 | | | Contact Information for Questions | 61 | | | Stockholder Proposals for the 2026 Annual Meeting | 61 | | | Appendix I - ACIP Calculation | 63 | | | Appendix II – EPS Reconciliation | 64 |

  2. Snapshot of 2025 Director Nominees

    Snapshot of 2025 Director Nominees Our Board reflects a diversity of skills and backgrounds and includes a range of tenures that provide an effective balance of perspectives with new ideas and institutional knowledge.

  3. Snapshot of 2025 Director Nominees

    | | | | Director Since | | Committees | | | | | | Director Nominees | | Age | | Other Boards | A | C | CS | F | NCG | | | David J. Aldrich Chairman Former President, Chief Executive Officer, and Chairman of the Board of Skyworks Solutions, Inc. | 68 | 2007 | •Indie Semiconductor •Allegro Microsystems | | | | | | | | Lance C. Balk Former General Counsel, Six Flags Entertainment Corporation | 67 | 2000 | •None | | | | | | | | Diane D. Brink Senior Fellow and Adjunct Professor of Marketing, Kellogg School of Management at Northwestern University | 66 | 2017 | •Indie Semiconductor | | | | | | | | Judy L. Brown Former Senior Vice President, Corporate Affairs, Amgen Corporation | 56 | 2008 | •None | | | | | | | | Nancy Calderon Former Senior Partner of Board Leadership Center and Director of Global Delivery Center in India and its related holding companies, KPMG LLP | 66 | 2020 | •Northern Technologies International Corp. | | | | | | | | Ashish Chand President and Chief Executive Officer, Belden Inc. | 50 | 2023 | •None | | | | | | | | Jonathan C. Klein Co-founder and CEO, Hang Media | 67 | 2015 | •Brown Broadcasting Service | | | | | | | | YY Lee Former Chief Strategy Officer, Anaplan | 57 | 2023 | •Synaptic Incorporated •Commvault Systems Inc. | | | | | | | | Gregory McCray CEO, PBE Axell | 62 | 2022 | •ADTRAN •DigitalBridge | | | | | |

  4. Snapshot of 2025 Director Nominees

    | A - Audit | | C - Compensation | | CS - Cybersecurity* | F - Finance | | | NCG - Nominating and Corporate Governance | | | | | Independent | | * Subcommittee of Audit | | | | Chair | | | Member |

  5. Snapshot of 2025 Director Nominees

    | 4 | 2025 Proxy Statement | |

  6. Director Nominee Demographics and Skills

    Director Nominee Demographics and Skills

  7. Director Nominee Demographics and Skills

    | Age 62 Average Age |

  8. Director Nominee Demographics and Skills

    | | 3 40s-50s | | | 6 60s |

  9. Director Nominee Demographics and Skills

    | Tenure 10 Average Tenure |

  10. Director Nominee Demographics and Skills

    | • | 1 20+ Years | | 2 6-10 Years | | | 2 11-19 Years | | 4 0-5 Years |

  11. Biographies of Directors Seeking Reappointment

    Biographies of Directors Seeking Reappointment

  12. Biographies of Directors Seeking Reappointment

    | | David J. Aldrich Chairman of the Board of Directors Independent | | Lance C. Balk Former General Counsel, Six Flags Entertainment Corporation Independent | | Age: 68 Director Since: 2007 | Committee(s): Compensation | Age: 67 Director Since: 2000 | Committee(s): Compensation (Chair), Finance | | Professional Experience and Background From April 2000 to May 2014, Mr. Aldrich 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. Key Qualifications and Expertise 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. Other Public Company Boards Current: Indie Semiconductor (Chairman of the Board of Directors, Audit Committee and Compensation Committee); Allegro Microsystems (Audit Committee and Nominating and Corporate Governance Committee); Past 5 Years: Skyworks Solutions, Inc.; Mobix Labs Education 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. | | Professional Experience and Background 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. Key Qualifications and Expertise 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. Other Public Company Boards Current: None Past 5 Years: None Education 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. | |

  13. Biographies of Directors Seeking Reappointment

    | | 2025 Proxy Statement | 9 |

  14. Biographies of Directors Seeking Reappointment

    | | Diane D. Brink Senior Fellow and Adjunct Professor of Marketing, Kellogg School of Management at Northwestern University Independent | | Judy L. Brown Former Senior Vice President, Corporate Affairs, Amgen Independent | | Age: 66 Director Since: 2017 | Committee(s): Cybersecurity, Nominating and Corporate Governance (Chair) | Age: 56 Director Since: 2008 | Committee(s): Audit, Finance (Chair) | | Professional Experience and Background 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. Key Qualifications and Expertise 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. Other Public Company Boards Current: Indie Semiconductor (Compensation Committee, Nominating & Corporate Governance Committee) Past 5 Years: Altus Power, Inc. Education 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. | | Professional Experience and Background In 2004, Ms. Brown 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. Key Qualifications and Expertise 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. Other Public Company Boards Current: None Past 5 Years: None Education 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. | |

  15. Biographies of Directors Seeking Reappointment

    | 10 | 2025 Proxy Statement | |

  16. Biographies of Directors Seeking Reappointment

    | | Nancy Calderon Former Global Lead Partner, KPMG Independent | | Ashish Chand President and Chief Executive Officer, Belden Inc. | | Age: 66 Director Since: 2020 | Committee(s): Audit (Chair) | Age: 50 Director Since: 2023 | Committee(s): N/A | | Professional Experience and Background 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. Key Qualifications and Expertise The Board recruited Ms. Calderon for her deep executive management and audit experience. Other Public Company Boards Current: Northern Technologies International Corp. (Audit Committee (Chair) and Nominating and Corporate Governance Committee) Past 5 Years: Arcimoto Education 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. | | Professional Experience and Background 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. Key Qualifications and Expertise Dr. Chand provides strategic planning experience, general management experience, and an in-depth knowledge of the Company. Other Public Company Boards Current: None Past 5 Years: None Education 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. | |

  17. Biographies of Directors Seeking Reappointment

    | | 2025 Proxy Statement | 11 |

  18. Biographies of Directors Seeking Reappointment

    | | Jonathan C. Klein Co-Founder and CEO, Hang Media Independent | | Vivie "YY" Lee Former Chief Strategy Officer, Anaplan Independent | | Age: 67 Director Since: 2015 | Committee(s): Compensation, Cybersecurity (Chair), Nominating and Corporate Governance | Age: 57 Director Since: 2023 | Committee(s): Audit, Cybersecurity | | Professional Experience and Background 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. Key Qualifications and Expertise 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. Other Public Company Boards Current: None Past 5 Years: Clearview Media Acquisition Corp. Education Mr. Klein attended Brown University where he received a B.A. degree in history. | | Professional Experience and Background 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. Key Qualifications and Expertise 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 officer. Other Public Company Boards Current: Synaptics Incorporated (Director, Compensation Committee and Audit Committee); Commvault Systems Inc. (Compensation Committee (Chair) and Governance and Nominating Committee) Past 5 Years: None Education Ms. Lee attended Harvard University, graduating with an A.B. degree in Mathematics in 1990. | |

  19. Biographies of Directors Seeking Reappointment

    | 12 | 2025 Proxy Statement | |

  20. Biographies of Directors Seeking Reappointment

    | | Gregory J. McCray CEO, PBE Axell Independent | | Age: 62 Director Since: 2022 | Committee(s): Finance, Nominating and Corporate Governance | | Professional Experience and Background Since August 2024, Mr. McCray has served as the CEO of PBE Axell, a global company that provides communications systems, monitoring/tracking products, and proximity avoidance systems for industrial, transportation, and commercial markets. From May 2018 to May 2024, Mr. McCray served as the CEO of FDH Infrastructure Services LLC. 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. Key Qualifications and Expertise The Board recruited Mr. McCray for his extensive experience within the communications technology industry, including his experience as a current CEO. Other Public Company Boards Current: ADTRAN (Audit and Compensation Committee); DigitalBridge (Compensation and Nominating and Corporate Governance Committee) Past 5 Years: None Education 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. | |

  21. Biographies of Directors Seeking Reappointment

    | | 2025 Proxy Statement | 13 |

  22. Director Compensation

    Director Compensation The following table reflects the director annual compensation structure as of December 31, 2024:

  23. Director Compensation

    | Description Cash Components | As of 12/31/2024 | Recipient(s) | | Basic Retainer | $90,000 | All except Chand | | Audit Committee Chair | $20,000 | Calderon | | Other Committee Chair | $10,000 | Balk, Brink, Brown, and Klein | | Audit Committee Service | $10,000 | Brown and Lee | | Compensation Committee Service | $5,000 | Aldrich and Klein | | Cybersecurity Committee Service | $5,000 | Klein and Lee | | Finance Committee Service | $5,000 | Balk and McCray | | Nominating and Corporate Governance Committee Service | $5,000 | Klein and McCray | | Board Chair | $62,500 | Aldrich | | Equity Components | | | | Restricted Stock Unit Grant | $150,000 | All except Chand | | Additional Grant for Board Chair | $62,500 | Aldrich |

  24. Director Compensation

    The following table provides information on non-employee director compensation for 2024.

  25. Director Compensation

    | Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | All Other Compensation(3) ($) | Total ($) | | David Aldrich | 157,500 | 212,515 | — | 451 | 370,466 | | Lance C. Balk | 105,000 | 149,977 | — | 53,988 | 308,965 | | Steven W. Berglund(4) | 43,750 | 149,977 | — | 338 | 194,065 | | Diane D. Brink | 107,083 | 149,977 | — | 338 | 257,398 | | Judy L. Brown | 110,000 | 149,977 | — | 338 | 260,315 | | Nancy Calderon | 110,000 | 149,977 | — | 338 | 260,315 | | Jonathan Klein | 107,917 | 149,977 | — | 338 | 258,232 | | YY Lee | 102,917 | 149,977 | — | 505 | 253,399 | | Gregory McCray | 100,000 | 149,977 | — | 671 | 250,648 |

  26. Director Compensation

    (1)Amount of cash retainer and committee fees. (2)As required by the instructions for completing this column “Stock Awards,” amounts shown are the grant date fair value of stock awards granted during 2024. 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, 2024. Each independent director other than Messrs. Aldrich and Berglund received 1,554 RSUs on May 23, 2024 that vest in one year. On the same date, Mr. Aldrich received 2,202 RSUs that vest in one year, and Mr. Berglund received 1,554 shares of Company common stock. (3)Amount of interest earned on deferred director fees and dividends paid on vested stock awards. (4)Mr. Berglund retired from the Board following its May 2024 meeting.

  27. Compensation Discussion and Analysis

    | 2024 Compensation Analysis | 30 | | A. Base Salary Adjustments | 30 | | B. Annual Cash Incentive Plan Awards | 31 | | C. Long Term Incentive Awards | 34 | | Compensation Policies and Other Considerations | 36 |

  28. CEO

    | | 16% Base Salary | | | 28% Short-Term Incentive Compensation | | | 56% Long-Term Incentive Compensation |

  29. Other NEOs (Average)

    | | 31% Base Salary | | | 28% Short-Term Incentive Compensation | | | 41% Long-Term Incentive Compensation |

  30. Compensation Practices

    | | What We Do | | Set robust director and officer ownership guidelines, including six times annual base salary for the Chief Executive Officer Measure performance stock unit awards under the long-term incentive plan (“LTIP”) in 3 years and uses two performance metrics, including a relative measure (total stockholder return relative to the S&P 1500 Industrials Index) Set rigorous goals for the realization of target ACIP and LTIP compensation against objective measures Use perquisite-light compensation structure Employ double trigger change-in-control provisions for severance and for accelerated vesting in equity awards Maintain award caps for ACIP or LTIP (Chief Executive Officer’s maximum ACIP payout is capped at 200% of target) | |

  31. Compensation Practices

    | | What We Don't Do | | No option repricing or cash buyouts of underwater options No evergreen share authorizations and aggressive share recycling for equity plans No guaranteed ACIP or LTIP awards for officers No provision for any accrued dividend equivalents for Performance stock unit awards granted under the long-term incentive plan (“LTIP”) No change-in-control-related excise tax gross-ups | |

  32. B.Elements

    | 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 | | 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 | | Long-Term Incentive Compensation | | | •Performance Stock Units (“PSUs”) >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 >2024 PSUs may or may not result in the delivery of Belden shares in 2027 based on Company performance from 2024-2026 >Previously granted 2022 PSUs have the potential to be enhanced if Company achieves $7.50 or more of adjusted EPS by 2025 | •Restricted Stock Units (“RSUs”) >Objective: Supports retention and aligning stockholder and executive incentives >Represents 50% of target long-term incentive opportunity >Vest in annual tranches, with 25% vesting on the first anniversary of the grant date, 25% vesting on the second anniversary of the grant date, and 50% vesting on the third anniversary of the grant date. |

  33. B.Elements

    The Compensation Committee approves and grants annual long-term incentive awards at approximately the same time every year, with awards ordinarily granted at its February or March meeting. The Company's long term incentive awards do not currently feature options or stock appreciation rights - none were issued to NEOs in 2024. Outside of the annual grant cycle, we may make RSU, PSU or SAR awards in connection with a new hire package, retention grant or severance package. Long term incentive awards are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of equity or long term incentive award grant dates.

  34. Role of Compensation Consultant

    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 2024. 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. Meridian provided advice to the Compensation Committee and management in connection with the composition of comparator companies we use for benchmarking purposes and the design of our annual cash incentive and long-term incentive programs.

  35. Benchmarking and Survey Data

    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.

  36. Benchmarking and Survey Data

    | | 2025 Proxy Statement | 29 |

  37. Benchmarking and Survey Data

    The comparator group companies for 2024 were as follows:

  38. Benchmarking and Survey Data

    | A.O. Smith Corporation | CommScope Holding Company, Inc. | IDEX Corporation | Rogers Corp. | | Acuity Brands, Inc. | Curtiss-Wright Corporation | Itron Inc. | Viavi Solutions, Inc. | | Amphenol Corporation | Hexcel Corporation | ITT Inc. | Zurn Elkay Water Solutions | | Carlisle Companies Incorporated | Hubbell Incorporated | Regal Rexnord Corporation | |

  39. Benchmarking and Survey Data

    The Compensation Committee considers the comparator group competitive pay analysis and survey data as relevant, but non-determinative data points in making its pay decisions. The approach to pay decisions is not formulaic and the Committee, based on advice from the compensation consultant, exercises judgment in making them. Each year, the Compensation Committee reviews the performance evaluations and pay recommendations for the named executive officers and the other senior executives. The Compensation Committee, with input from the Board, meets in executive session without the CEO present to review the CEO’s performance and set his compensation. In its most recent review in February 2025, the Compensation Committee concluded that the total direct compensation of executive officers, with respect to compensation levels, as well as structure, are consistent with our compensation design and objectives.

  40. B.Annual Cash Incentive Plan Awards

    B.Annual Cash Incentive Plan Awards Executive officers participate in our annual cash incentive plan. Overall, we had 2,144 employees participate in the plan’s 2024 performance offering. Under the plan, participants earn cash awards based on the achievement of Company and individual performance goals. For 2024, the amount paid under the plan to all participants was approximately $32.649 million, or approximately 8.00% of adjusted net income before ACIP expense. This compares to approximately 4.74%, 7.17%, 10.86%, and 9.21%, in 2023, 2022, 2021, and 2020, respectively, as shown below:

  41. B.Annual Cash Incentive Plan Awards

    | (Dollar amounts in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | | Adjusted Net Income from Continuing Operations | $262,743 | $288,792 | $317,393 | $216,942 | $123,536 | | Tax effected ACIP Expense (assuming 30% rate)(a) | $22,854 | $14,359 | $24,497 | $26,427 | $12,538 | | Adjusted Net Income Before ACIP Expense (b) | $285,597 | $303,151 | $341,792 | $243,369 | $136,074 | | Reflected as a percentage (a divided by b) | 8.00% | 4.74% | 7.17% | 10.86% | 9.21% | | Form 8-K in which adjusted net income is reconciled to GAAP net income | February 6, 2025 | February 8, 2024 | February 8, 2023 | February 9, 2022 | February 10, 2021 |

  42. B.Annual Cash Incentive Plan Awards

    | A PARTICIPANT’S AWARD (OTHER THAN DR. CHAND’S) IS COMPUTED USING THE FOLLOWING FORMULA: | | | | | | | | | | Base Salary | | Target Percentage | | Financial Factor | | Personal Performance Factor | | ACIP Award |

  43. B.Annual Cash Incentive Plan Awards

    | 1 | Determine Target Percentages for each NEO |

  44. B.Annual Cash Incentive Plan Awards

    For 2024 each NEO’s ACIP Target Percentages were as follows: Dr. Chand –125%; Messrs. Anderson, Bhadra, and Parks and Ms. Tate – 70%.

  45. B.Annual Cash Incentive Plan Awards

    | 2 | Determine the Performance Targets for the Financial Factors |

  46. B.Annual Cash Incentive Plan Awards

    Performance targets for calculating the Financial Factors were based on net income, revenue, and EBITDA during each half of 2024. 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.

  47. B.Annual Cash Incentive Plan Awards

    | | 2025 Proxy Statement | 31 |

  48. B.Annual Cash Incentive Plan Awards

    | 2025 Strategic Plan Financial Goals | | ACIP/PSU Financial Factors | | 10-12% compound annual EPS growth | | Stretch Achievement Share Awards are measured by EPS performance | | Mid-single digit organic revenue growth | | All business of the Company have revenue targets | | Incremental EBITDA Margins of between 25 and 30% | | All businesses of the Company have EBITDA targets | | Free Cash Flow Margin of approximately 10% | | PSU conversion is based in part on free cash flow performance | | Net leverage of 1.5X | | Reduced net leverage often leads to enhanced shareholder returns |

  49. PERFORMANCE FACTOR DETERMINATION AND ADJUSTMENTS

    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. The performance factor definitions, thresholds, targets and actual results, as well as the applicable weighting and calculations for each NEO are contained in Appendix I, which is incorporated herein by this reference. The applicable 2024 Financial Factors for the NEOs are as follows:

  50. PERFORMANCE FACTOR DETERMINATION AND ADJUSTMENTS

    | 3 | Determine any Modifications to the Payout Based on the Personal Performance Factor |

  51. PERFORMANCE FACTOR DETERMINATION AND ADJUSTMENTS

    | 4 | Determine Annual Cash Incentive Plan Payouts |

  52. 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 half of each executive officer’s LTI grant made up PSUs that only convert into Belden shares if certain performance metrics are achieved, the plan emphasizes our Pay-for-Performance philosophy. In response to employee feedback and in an effort to more closely align the interests of Belden employees and shareholders, the mix of LTI awards offered to executives in 2024 was revised to replace stock appreciation rights, an award that only saw value if Belden's stock price increased following the issue date, with additional Restricted Stock Units. As a result, all executive officers participating in the LTI program in 2024 received 50% of their LTI award (discussed below) under the plan in the form of PSUs and 50% 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 2024, which we refer to as the “Long-Term Incentive Value”, or “LTI Value”.

  53. 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:

  54. LTI Value

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

  55. LTI Value

    An officer did not receive an equity award in 2024 if his or her 2023 Personal Performance Factor was less than 0.85. In 2024, Dr. Chand had an LTI Target of 400% of his base salary, Mr. Parks had a Target LTI percentage of 200% of his base salary, Mr. Anderson had a Target LTI percentage of 150% of his base salary, Mr. Bhadra and Ms. Tate had Target LTI percentages of 120% of their respective base salaries. 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, and 50% in the form of RSUs. To determine the number of PSUs and RSUs to be granted, we use a one-year average price of the stock (the “Average Belden Stock Price”). 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. RSUs = 50% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit. Half of the PSUs granted in 2024 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 for 2024 through 2026, 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.

  56. LTI Value

    | 34 | 2025 Proxy Statement | |

  57. LTI Value

    The PSUs granted in 2024 will be measured on the performance period from February 21, 2024 (the grant date) to December 31, 2026, in the case of the TSR-based PSUs, and January 1, 2024 to December 31, 2026, 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. To incentivize management to achieve the publicly stated stretch goal of achieving $8.00 or more of adjusted 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 its March 2023 meeting, the Committee granted additional 2022 PSUs to Dr. Chand 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. 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 vest over time, with 25% of the RSU award vesting on the first anniversary of the grant date, 25% of the RSU award granting on the second anniversary of the grant date, and 50% of the RSU award granting on the third anniversary of the grant date. At its February 2024 meeting, the Compensation Committee approved equity award grants in the form of 298,441 PSUs and 298,441 RSUs to 208 employees.

  58. 2024 Equity Awards to NEOs

    2024 Equity Awards to NEOs

  59. 2024 Equity Awards to NEOs

    | NEO | PSUs | RSUs | | Dr. Chand(1) | 29,928 | 29,928 | | Mr. Parks | 7,813 | 7,813 | | Mr. Anderson | 5,262 | 5,262 | | Mr. Bhadra(2) | 13,523 | 13,523 | | Ms. Tate(3) | 12,192 | 12,192 |

  60. 2024 Equity Awards to NEOs

    (1)In addition to RSUs awarded in the ordinary course in February 2024, Dr. Chand received an additional 44,856 RSUs on August 17, 2024 upon the conversion of a PSU award originally issued in 2021 under the Supplemental Incentive Plan described below. These additional RSUs will vest on August 17, 2025. (2)In addition to 3,984, PSUs and RSUs awarded to Mr. Bhadra in the ordinary course in February of 2024, on February 21, 2024, Mr. Bhadra was granted an additional 9,539 PSUs and 9,539 RSUs as part of the Supplemental Incentive Plan described below. (3)In addition to 3,577, PSUs and RSUs awarded to Ms. Tate in the ordinary course in February of 2024, on February 21, 2024, Ms. Tate was granted an additional 8,615 PSUs and 8,615 RSUs as part of the Supplemental Incentive Plan described below.

  61. 2024 Equity Awards to NEOs

    | | 2025 Proxy Statement | 35 |

  62. 2022-2024 PSU Grant

    2022-2024 PSU Grant The Company utilizes a three-year performance measurement period for its PSUs. The three-year performance measurement period for PSUs granted in 2022 ended on December 31, 2024. At its February 2025 meeting, the Compensation Committee certified a conversion ratio of 1.87 for the free cash flow PSUs granted in 2022, and a conversion ratio of 2.00 for the relative TSR PSUs granted in 2022, resulting in an aggregate performance factor of 1.935 and each NEO receiving 1.935 shares of Belden stock for each PSU in connection with this grant. Mr. Bhadra separately received 4,086 TSR PSUs upon his hiring that achieved a conversion ratio of 2.0, resulting in Mr. Bhadra receiving 2 shares of Belden stock for each PSU in connection with this grant. The threshold, target, maximum and actual performance are shown below:

  63. 2022-2024 PSU Grant

    | Factor | Threshold | Target | Maximum | Actual | | Relative TSR | 25th Percentile | 50th Percentile | 75th Percentile | 82nd Percentile | | Relative TSR (March 14 Grant) | 25th Percentile | 50th Percentile | 75th Percentile | 84nd Percentile | | Consolidated Free Cash Flow | $472 million | $590 million | $707 million | $693 million |

  64. 2022-2024 PSU Grant

    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.

  65. 2022-2024 PSU Grant

    | Shares Awarded upon Conversion of 2022 PSUs | | | | NEO | PSUs | Shares | | Dr. Chand | 9,650 | 18,721 | | Mr. Parks | 7,220 | 14,007 | | Mr. Anderson | 4,862 | 9,432 | | Mr. Bhadra | 4,086 | 8,172 | | Ms. Tate | 1,105 | 2,144 |

  66. 2022-2024 PSU Grant

    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. As noted above, Mr. Bhadra and Ms. Tate received these special long-term incentive awards in 2024.

  67. Tax and Accounting Considerations

    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 mandates 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.

  68. Equity Compensation Grant Practices

    Equity Compensation Grant Practices The Compensation Committee approves all grants of equity compensation, including stock appreciation rights, performance stock units and restricted stock units, to executive officers of the Company, as defined in Section 16 of the Exchange Act. All elements of executive officer compensation are reviewed by the Compensation Committee annually at a first quarter meeting. Generally, the Company’s awards of stock appreciation rights, performance stock units and/or restricted stock units are made at that meeting, but may be made at other meetings of the Compensation Committee. The Compensation Committee meeting date, or the next business day if the meeting falls on a non-business day, is the grant date for stock appreciation rights and restricted stock unit awards. The Company may also make awards in connection with acquisitions or promotions, or for

  69. Equity Compensation Grant Practices

    | | 2025 Proxy Statement | 37 |

  70. Equity Compensation Grant Practices

    retention purposes. Under the Company’s equity plan, the Compensation Committee may delegate to the Company’s CEO the authority to grant stock options to any employees of the Company other than executive officers of the Company as that term is defined in Section 16 of the Exchange Act. The Compensation Committee has exercised this authority and delegated to the CEO the ability to make limited equity grants in connection with promotion, retention and acquisitions, which he uses strategically but infrequently. Awards made by the CEO are reported to the Compensation Committee on a periodic basis.

  71. Severance, Termination and Retirement

    Severance, Termination and Retirement Each of the Company’s executive officers are participants in the Belden 2020 Executive Severance Plan (the “Severance Plan”), which establishes a specified severance program that will govern the benefits, if any, offered to an executive officer following the conclusion of his or her employment by the Company. We believe that the Company’s Severance Plan is essential in attracting and retaining the desired executive talent in a competitive market. In addition, the Severance Plan benefits the Company by providing for the upfront agreement of each executive on certain important provisions, including post-termination covenants and an agreement to provide a full release of claims against the Company. Information regarding benefits under the Severance Plan is provided following this Compensation Discussion and Analysis under the heading Potential Payments upon Termination or Change of Control.

  72. 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.

  73. Compensation Tables

    Compensation Tables Starting on the next page are the following compensation tables: •Summary Compensation Table; •Grants of Plan-Based Awards; •Outstanding Equity Awards at Fiscal Year-End; •Option Exercises and Stock Vested; •Pension Benefits; •Nonqualified Deferred Compensation; •Employment, Severance and Change-in-Control Arrangements; and •Potential Payments Upon Termination or Change-in-Control.

  74. Summary Compensation Table

    Summary Compensation Table

  75. Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary(1) ($) (c) | Bonus ($) (d) | Stock Awards(2) ($) (e) | Option Awards(3) ($) (f) | Non-Equity Incentive Plan Compensation(4) ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) (h) | All Other Compensation(6) ($) (i) | Total ($) (j) | | Ashish Chand President and Chief Executive Officer | 2024 | 937,500 | — | 5,275,708 | — | 1,466,563 | — | 354,130 | 8,033,901 | | | 2023 | 847,102 | — | 9,767,895 | 950,346 | 823,500 | — | 369,390 | 12,758,233 | | | 2022 | 523,942 | — | 880,177 | 254,353 | 877,113 | — | 396,868 | 2,932,453 | | Jeremy Parks Senior Vice President, Finance, and Chief Financial Officer | 2024 | 605,034 | — | 1,377,276 | — | 559,818 | 618 | 137,087 | 2,679,833 | | | 2023 | 576,534 | — | 1,073,627 | 315,875 | 342,109 | 35,157 | 137,721 | 2,481,023 | | | 2022 | 530,425 | — | 668,247 | 190,281 | 685,314 | — | 182,143 | 2,256,410 | | Brian Anderson Senior Vice President - Legal, General Counsel and Corporate Secretary | 2024 | 543,296 | — | 927,585 | — | 483,724 | 57,891 | 53,148 | 2,065,644 | | | 2023 | 517,704 | — | 788,769 | 232,065 | 298,338 | 154,559 | 80,383 | 2,071,818 | | | 2022 | 476,300 | — | 443,463 | 128,143 | 615,384 | — | 49,574 | 1,712,864 | | Hiran Bhadra Senior Vice President, Strategy and Technology | 2024 | 512,304 | — | 2,525,298 | — | 486,863 | — | 42,636 | 3,567,101 | | Leah Tate Senior Vice President, Human Resources | 2024 | 459,965 | — | 2,276,966 | — | 433,113 | — | 62,700 | 3,232,744 | | | 2023 | 439,900 | — | 1,648,836 | 197,200 | 263,542 | — | 122,347 | 2,671,825 |

  76. Summary Compensation Table

    (1)Salaries are amounts actually received. (2)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 2024 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, 2024. 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. 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

    | 40 | 2025 Proxy Statement | |

  78. Summary Compensation Table

    | | Dr. Chand | Mr. Parks | Mr. Anderson | Mr. Bhadra | Ms. Tate | | 2024 | 8,119,766 | 2,119,745 | 1,427,633 | 3,951,852 | 3,563,332 | | 2023 | 12,035,737 | 1,827,418 | 1,342,613 | | 3,098,000 | | 2022 | 2,761,684 | 2,085,676 | 1,391,430 | | |

  79. 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, 2024 The amounts shown above include the maximum grant date fair value for the PSUs issued in 2024. (5)Represents amounts earned under the Company’s annual cash incentive plan as approved by the Compensation Committee at its February 2025 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 2024 consist of the following:

  80. 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 | | Ashish Chand | 354,130 | 79,245 | 6,478 | 5,650 | 3,229 | — | 9,528 | 250,000 | | Jeremy Parks | 137,087 | 42,621 | 5,150 | 4,900 | 4,940 | 11,591 | — | 67,884 | | Brian Anderson | 53,148 | 38,874 | 7,376 | 4,900 | 1,999 | — | — | — | | Hiran Bhadra | 42,636 | 36,263 | 6,373 | — | — | — | — | — | | Leah Tate | 62,700 | 32,558 | 4,322 | 5,250 | 430 | — | — | 20,139 |

  81. Summary Compensation Table

    Dr. Chand received a housing rental allowance of $250,000 in 2024. 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. Ms. Tate maintains her primary residence in Indianapolis, Indiana. She received a housing allowance in 2024 to secure living arrangements in the St. Louis, Missouri, area, where she spends a significant amount of time.

  82. Summary Compensation Table

    | | 2025 Proxy Statement | 41 |

  83. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  84. 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 | 593,750 | 1,187,500 | 2,375,000 | | | | | | | | | | 2/21/2024 | RSU | | | | | | | 29,928 | | | 2,431,650 | | | 2/21/2024 | PSU | | | | 11,223 | 29,928 | 59,856 | | | | 2,844,058 | | Jeremy Parks | | ACIP | 213,878 | 427,636 | 1,282,907 | | | | | | | | | | 2/21/2024 | RSU | | | | | | | 7,813 | | | 634,806 | | | 2/21/2024 | PSU | | | | 2,930 | 7,813 | 15,626 | | | | 742,469 | | Brian Anderson | | ACIP | 192,000 | 384,000 | 1,151,999 | | | | | | | | | | 2/21/2024 | RSU | | | | | | | 5,262 | | | 427,538 | | | 2/21/2024 | PSU | | | | 1,973 | 5,262 | 10,524 | | | | 500,048 | | Hiran Bhadra | | ACIP | 180,835 | 361,370 | 1,085,011 | | | | | | | | | | 2/21/2024 | RSU | | | | | | | 3,984 | | | 323,700 | | | 2/21/2024 | RSU | | | | | | | 9,539 | | | 775,044 | | | 2/21/2024 | PSU | | | | 1,494 | 3,984 | 7,968 | | | | 378,600 | | | 2/21/2024 | PSU | | | | 2,385 | 9,539 | 19,078 | | | | 1,047,955 | | Leah Tate | | ACIP | 151,510 | 303,021 | 909,063 | | | | | | | | | | 2/21/2024 | RSU | | | | | | | 3,577 | | | 290,631 | | | 2/21/2024 | RSU | | | | | | | 8,615 | | | 699,969 | | | 2/21/2024 | PSU | | | | 1,341 | 3,577 | 7,154 | | | | 339,922 | | | 2/21/2024 | PSU | | | | 2,154 | 8,615 | 17,230 | | | | 946,444 |

  85. 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 2024 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 2024 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. (2)The Compensation Committee granted performance stock unit awards (PSUs) at its February 21, 2024 meeting. The PSUs granted in 2024 will be measured on the performance period from February 21, 2024 (the grant date) to December 31, 2026, in the case of the TSR-based PSUs, and January 1, 2024 to December 31, 2026, in the case of the free cash flow-based PSUs. Any payout arising from the 2024 PSUs will be made in shares of Belden stock in 2027. The Committee granted an additional tranche of 2024 PSUs to each of Mr. Bhadra and Ms. Tate that will be measured on the total shareholder return between January 1, 2024, and December 31, 2026. Any payout from these Supplemental TSR-based PSUs will be made in shares of Belden stock in 2028. 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%. (3)The amounts in column (i) are the number of RSUs granted to each of the named executive officers in 2024. Generally, these awards vest as follows: 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grand date. The Committee granted additional RSUs to each of Mr. Bhadra and Ms. Tate in 2024 that cliff vest on the fourth anniversary of the grant date.

  86. Grants of Plan-Based Awards

    | 42 | 2025 Proxy Statement | |

  87. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  88. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name (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 | 1,103 | | | 89.23 | 2/25/2025 | | | 22,428 | 2,525,617 | | | 1,477 | | | 74.91 | 2/22/2027 | | | 4,825 | 543,343 | | | 2,312 | | | 72.73 | 2/28/2028 | | | 11,218 | 1,263,259 | | | 4,373 | | | 45.11 | 2/16/2031 | | | 29,928 | 3,370,192 | | | 3,857 | 3,857 | | 53.79 | 2/22/2032 | | | 44,856 | 5,051,234 | | | 8,032 | 16,064 | | 85.77 | 3/07/2033 | | | 9,650 | 1,086,687 | | | | | | | | | | 20,216 | 2,276,524 | | | | | | | | | | 22,435 | 2,526,405 | | | | | | | | | | 29,928 | 3,370,192 | | Jeremy Parks | 10,962 | | | 45.11 | 2/16/2031 | | | 3,610 | 406,522 | | | 5,772 | 2,885 | | 53.79 | 2/22/2032 | | | 3,729 | 419,923 | | | 2,670 | 5,339 | | 85.77 | 3/07/2033 | | | 7,813 | 879,822 | | | | | | | | | | 7,220 | 813,044 | | | | | | | | | | 7,457 | 839,733 | | | | | | | | | | 7,813 | 879,822 | | Brian Anderson | 6,854 | | | 74.91 | 2/22/2027 | | | 2,431 | 273,755 | | | 7,257 | | | 72.73 | 2/28/2028 | | | 2,739 | 308,439 | | | 6,368 | | | 51.14 | 2/11/2030 | | | 5,262 | 592,554 | | | 8,121 | | | 45.11 | 2/16/2031 | | | 4,862 | 547,510 | | | 3,887 | 1,943 | | 53.79 | 2/22/2032 | | | 5,479 | 616,990 | | | 1,962 | 3,922 | | 85.77 | 3/07/2033 | | | 5,262 | 592,554 | | Hiran Bhadra | 3,232 | 1,615 | | 54.89 | 3/14/2032 | | | 2,043 | 230,062 | | | 1,414 | 2,827 | | 85.77 | 3/07/2033 | | | 1,974 | 222,292 | | | | | | | | | | 3,984 | 448,638 | | | | | | | | | | 9,539 | 1,074,187 | | | | | | | | | | 4,086 | 460,124 | | | | | | | | | | 3,949 | 444,697 | | | | | | | | | | 3,984 | 448,638 | | | | | | | | | | 9,539 | 1,074,187 | | Leah Tate | | 441 | | 53.79 | 2/22/2032 | | | 553 | 62,273 | | | | 3,333 | | 85.77 | 3/07/2033 | | | 2,328 | 262,156 | | | | | | | | | | 3,577 | 402,806 | | | | | | | | | | 8,615 | 970,135 | | | | | | | | | | 1,105 | 124,434 | | | | | | | | | | 3,026 | 340,758 | | | | | | | | | | 4,655 | 524,200 | | | | | | | | | | 3,577 | 402,806 | | | | | | | | | | 8,615 | 970,135 |

  89. Outstanding Equity Awards at Fiscal Year-End

    (1)Shows vested SARs. (2)Shows unvested SARs. (3)For Dr. Chand, his 3,857 unexercisable SARs expiring on February 22, 2032 vested on February 22, 2025. His 16,064 unexercisable SARs expiring on March 7, 2033, vest as follows: 8,032 on March 7, 2025; and 8,032 on March 7, 2026.

  90. Outstanding Equity Awards at Fiscal Year-End

    | | 2025 Proxy Statement | 43 |

  91. Outstanding Equity Awards at Fiscal Year-End

    For Mr. Parks, his 2,885 unexercisable SARs expiring on February 22, 2032 vested on February 22, 2025. His 5,339 unexercisable SARs expiring on March 7, 2033 will vest as follows: 2,670 on March 7, 2025; and 2,669 on March 7, 2026. For Mr. Anderson, his 1,943 unexercisable SARs expiring on February 22, 2032, vested on February 22, 2025. His 3,992 unexercisable SARs expiring on March 7, 2033 vest as follows: 1,931 on March 7, 2025; and 1,931 on March 7, 2026. For Mr. Bhadra, his 1,615 unexercisable SARs expiring on March 14, 2022 vested on March 14, 2025. His 2,827 unexercisable SARs expiring on March 7, 2033 will vest as follows: 1,414 on March 7, 2025; and 1,413 on March 7, 2026. For Ms. Tate, her 441 unexercisable SARs expiring on February 22, 2032 vested on February 22, 2025. Her 3,333 unexercisable SARs expiring on March 7, 2033 will vest as follows: 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 22, 2022, March 7, 2023, and February 21, 2024 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 9,650 PSUs and his 20,216 PSUs granted on March 7, 2023 were reviewed at the first quarter 2025 Compensation Committee meeting, and based on the conversion ratio, converted into 57,940 shares. His 22,435 PSUs granted on March 7, 2023, will be reviewed by the Compensation Committee at its first quarter 2026 meeting. His 29,928 PSUs granted on February 21, 2024, will be reviewed by the Compensation Committee at its first quarter 2027 meeting. His 4,825 RSUs vested on February 22, 2025. His 11,218 RSUs will vest on March 7, 2026. His 29,928 RSUs granted on February 21, 2024, will vest as follows: 7,482 on February 21, 2025, 7,482 on February 21, 2026, and 14,964 on February 21, 2026. His 44,856 Supplemental Plan RSUs and 22,428 Supplemental Incentive Plan RSUs will vest on August 17, 2025. Mr. Parks’ 7,220 PSUs were reviewed by the Compensation Committee at its first quarter 2025 Compensation Committee meeting, and based on the conversion ratio, converted into 14,007 shares. His 7,457 PSUs will be reviewed at the first quarter 2026 Compensation Committee meeting. His 7,813 PSUs will be reviewed at the first quarter 2027 Compensation Committee meeting. His 3,610 RSUs vested on February 22, 2025. His 3,729 RSUs will vest on March 7, 2026. His 7,813 RSUs will vest as follows: 1,953 on February 21, 2025, 1,953 on February 21, 2026, and 3,907 on February 21, 2027. Mr. Anderson’s 4,862 PSUs were reviewed by the Compensation Committee at its first quarter 2025 Compensation Committee meeting, and based on the conversion ratio, converted into 9,432 shares. His 5,479 PSUs will be reviewed at the first quarter 2026 Compensation Committee meeting. his 5,262 PSUs will be reviewed at the first quarter 2027 Compensation Committee meeting. His 2,431 RSUs vested on February 22, 2025. His 2,739 RSUs will vest on March 7, 2026. His 5,262 RSUs will vest as follows: 1,315 on February 21, 2025, 1,316 on February 21, 2026, and 2,631 on February 21, 2027. Mr. Bhadra's 4,086 PSUs were reviewed by the Compensation Committee at its first quarter 2025 Compensation Committee meeting, and based on the conversion ratio, converted into 7,927 shares. His 3,949 PSUs granted on March 7, 2023 will be reviewed at the first quarter 2026 Compensation Committee meeting. His 3,984 PSUs will be reviewed at the first quarter 2027 Compensation Committee meeting. His 1,382 RSUs vested on February 16, 2024. His 2,043 RSUs vested on February 21, 2025. His 1,974 RSUs will vest on March 7, 2026. His 3,984 RSUs granted on February 21, 2024, will vest as follows: 996 on February 21, 2025, 996 on February 21, 2026, and 1,992 on February 21, 2026. His 9,539 Supplemental Incentive Plan RSUs and 9,539 Supplemental Incentive Plan PSUs granted on February 21, 2024, will vest as described in the discussion of the Supplemental Incentive Plan above. Ms. Tate’s 1,105 PSUs and her 3,026 PSUs granted on March 7, 2023, were reviewed by the Compensation Committee at its first quarter 2025 Compensation Committee meeting, and based on the conversion ratio, converted into 11,174 shares. Her 4,655 PSUs will be reviewed at the first quarter 2026 Compensation Committee Meeting. Her 3,577 PSUs granted on February 21, 2024, will be reviewed at the Compensation Committee's first quarter 2027 meeting. Her 717 RSUs vested on February 16, 2024. Her 553 RSUs vested on February 22, 2025. Her 2,328 RSUs will vest on March 7, 2026. Her 3,577 RSUs will vest as follows: 895 will on February 21, 2025, 894 on February 21, 2026, and 1,788 will vest on February 21, 20267. Her 8,615 Supplemental Incentive Plan RSUs and 8,615 Supplemental Incentive Plan PSUs granted on February 21, 2024, will vest as described in the discussion of the Supplemental Incentive Plan above. (6)The market value represents the product of the number of shares and the closing market price of Belden shares on December 31, 2024 ($112.61). The value of PSU awards assumes a conversion at a 1.0 ratio.

  92. Outstanding Equity Awards at Fiscal Year-End

    | 44 | 2025 Proxy Statement | |

  93. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  94. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise(1)(2)(3) (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | Ashish Chand | 44 | 7,823 | 26,318 | 2,129,875 | | Jeremy Parks | — | — | 25,725 | 2,088,042 | | Brian Anderson | 4,812 | 951,104 | 16,289 | 1,318,243 | | Hiran Bhadra | — | — | — | — | | Leah Tate | 2,400 | 390,670 | 3,506 | 283,735 |

  95. 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 1, 2024 – $84.19; February 17, 2024 – $82.58; February 21, 2024 – $80.09. 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: Dr. Chand – 5,382 RSUs on February 16, 2024; Mr. Parks – 4,496 RSUs on February 16, 2024 and 3,738 RSUs on February 17, 2024; Mr. Anderson – 3,331 RSUs on February 16, 2024; and Ms. Tate – 717 RSUs on February 21, 2024. Giving effect to the actual tax withholding that occurred, Dr. Chand acquired 2,654 shares on February 16, 2024; Mr. Parks acquired 1,984 shares on February 16, 2024 and 1,650 shares on February 17, 2024; Mr. Anderson acquired 1,840 shares on February 16, 2024; and Ms. Tate acquired 410 shares on February 16, 2024. PSUs granted in 2021 converted into the following number of Belden shares, giving effect to tax withholding: Dr. Chand - 10,188 shares on February 21, 2024; Mr. Parks - 7,731 shares on February 21, 2024; Mr. Anderson – 7,158 shares on February 21, 2024; and Ms. Tate – 1,544 shares on February 21, 2024. (1)During 2024, Dr. Chand exercised the following SARs resulting in the receipt of the following shares:

  96. Option Exercises and Stock Vested

    | Date | Number of SARS | Market Price | Exercise Price | Pre-tax proceeds | Resulting shares | Value at 12/31/24 | | 03/06/2024 | 537 | $87.14 | $72.57 | $7,823 | 44 | $4,955 |

  97. Option Exercises and Stock Vested

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

  98. Option Exercises and Stock Vested

    | Date | Number of SARS | Market Price | Exercise Price | Pre-tax proceeds | Resulting shares | Value at 12/31/24 | | 08/16/2024 | 5,535 | $101.24 | $89.23 | $66,475 | 359 | $3,002 | | 08/20/2024 | 6,769 | $103.82 | $52.89 | $344,728 | 1,830 | $206,076 | | 09/23/2024 | 10,448 | $113.47 | $61.79 | $539,900 | 2,623 | $295,376 |

  99. Option Exercises and Stock Vested

    (3)During 2024, Ms. Tate exercised the following SARs, resulting in the receipt of the resulting shares:

  100. Option Exercises and Stock Vested

    | Date | Number of SARS | Market Price | Exercise Price | Pre-tax proceeds | Resulting shares | Value at 12/31/24 | | 11/01/2024 | 1,163 | $115.89 | $61.79 | $62,916 | 386 | $43,467 | | 11/01/2024 | 1,528 | $115.89 | $51.14 | $98,934 | 608 | $68,469 | | 11/01/2024 | 1,748 | $115.89 | $45.11 | $123,719 | 761 | $85,696 | | 11/01/2024 | 884 | $115.89 | $53.79 | $54,895 | 337 | $37,950 | | 11/01/2024 | 1,667 | $115.89 | $85.77 | $50,206 | 308 | $34,684 |

  101. Option Exercises and Stock Vested

    | | 2025 Proxy Statement | 45 |

  102. Pension Benefits

    Pension Benefits

  103. 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 | 240,867 | — | | | Excess Plan | | — | — | | Brian Anderson | Pension Plan | 16.6 | 347,704 | — | | | Excess Plan | | 296,730 | — | | Hiran Bhadra | Pension Plan | — | — | — | | | Excess Plan | | — | — | | Leah Tate | Pension Plan | — | — | — | | | Excess Plan | | — | — |

  104. 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. Bhadra and Ms. Tate do not participate in the plans because they joined the Company after the plans were closed to new participants in 2010. Dr. Chand does not participate in the plans because he 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 ($168,600 for 2024) 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 ($345,000 for 2024). 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 5.47% discount rate, an interest credit rate of 5.50%, and an expected retirement age of 65.

  105. Pension Benefits

    | 46 | 2025 Proxy Statement | |

  106. Nonqualified Deferred Compensation(1)

    Nonqualified Deferred Compensation(1)

  107. Nonqualified Deferred Compensation(1)

    | Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Ashish Chand | 82,660 | 63,720 | 7,802 | — | 444,190 | | Jeremy Parks | 43,300 | 27,096 | 3,071 | — | 188,192 | | Brian Anderson | 27,498 | 22,349 | 12,722 | — | 654,905 | | Hiran Bhadra | 251,841 | 20,738 | 9,305 | — | 558,136 | | Leah Tate | 121,701 | 17,033 | 10,275 | — | 569,555 |

  108. Nonqualified Deferred Compensation(1)

    (1)Each of Dr. Chand, Messrs. Parks, Anderson and Bhadra, and Ms. Tate, participated in the Belden Supplemental Excess Defined Contribution Plan in 2024. Amounts reflected in column (c), but not those in column (d), have been reflected in column (i) of the Summary Compensation Table.

  109. 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.

  110. 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.

  111. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for PEO (Chand) ($) (b) | Summary Compensation Table Total for PEO (Vestjens) ($) (b) | Summary Compensation Table Total for PEO (Stroup) ($) (b) | Compensation Actually Paid to PEO (Chand) ($) (c) | Compensation Actually Paid to PEO (Vestjens) ($) (c) | Compensation Actually Paid to PEO (Stroup) ($) (c) | 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 $100 Investment Based on: | | Net Income ($) (h) | Adjusted Earnings Per Share ($) (i) | | | | | | | | | | | Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($) (g) | | | | 2024 | 8,033,901 | — | — | 20,967,970 | — | — | 2,886,331 | 5,696,926 | 208 | 180 | 198,414,000 | 6.36 | | 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 |

  112. Pay Versus Performance

    (1)Dr. Ashish Chand served as our PEO during the entirety of 2024. 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 and Anderson, Mr. Brian 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 2024, 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:

  113. Pay Versus Performance

    | Item and Value Added (Deducted) | 2024 | 2023 | 2022 | | 2021 | | 2020 | | | For Dr. Chand | | | | | | | | | | - change in actuarial present value of pension benefits | $0 | $0 | | — | | — | | — | | | | | | — | | — | | — | | + service cost of pension benefits | $0 | $0 | | — | | — | | — | | + prior service cost of pension benefits | $0 | $0 | | — | | — | | — | | - SCT “Stock Awards” column value | $5,275,708 | $9,767,895 | | — | | — | | — | | - SCT “Option Awards” column value | $0 | $950,346 | | — | | — | | — | | + Covered year-end fair value of outstanding equity awards granted in Covered Year | $8,842,507 | $6,883,385 | | — | | — | | — |

  114. Pay Versus Performance

    | 50 | 2025 Proxy Statement | |

  115. Pay Versus Performance

    | Item and Value Added (Deducted) | 2024 | 2023 | 2022 | 2021 | 2020 | | +/- 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 | $8,958,775 | $40,982 | — | — | — | | + vesting date fair value of equity awards granted and vested in Covered Year | $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 | $381,726 | $691,788 | — | — | — | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $0 | $0 | — | — | — | | + includable dividends/earnings paid or accrued on equity awards during Covered Year | $26,769 | $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 | | +/- 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 | $14,627 | $47,279 | $0 | $6,839 | $78,767 |

  116. Pay Versus Performance

    | | 2025 Proxy Statement | 51 |

  117. Pay Versus Performance

    | Item and Value Added (Deducted) | 2024 | 2023 | 2022 | 2021 | 2020 | | + service cost of pension benefits | $14,474 | $8,116 | $10,348 | $18,682 | $22,350 | | + prior service cost of pension benefits | $0 | $0 | $0 | $0 | $0 | | - SCT “Stock Awards” column value | $1,776,781 | $1,298,887 | $624,214 | $1,314,184 | $826,883 | | - SCT “Option Awards” column value | $0 | $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 | $2,841,574 | $1,080,900 | $2,243,314 | $2,135,122 | $693,974 | | +/- change in fair value of outstanding equity awards granted in prior years | $1,595,379 | $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 | $0 | | +/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year | $146,991 | $262,632 | $(57,911) | $38,593 | $(17,327) | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $0 | $0 | $0 | $221,889 | $0 | | + includable dividends/earnings paid or accrued on equity awards during Covered Year | $3,585 | $3,741 | $4,479 | $4,286 | $4,649 |

  118. 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 ($112.61 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 2024, 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 Form 8-K, filed on February 6, 2025. A full reconciliation of GAAP EPS to Adjusted EPS can be found in Appendix 2 of this Proxy Statement. (6)As a result of SEC Guidance released in November of 2023, the Compensation Actually Paid 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 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.

  119. Pay Versus Performance

    | 52 | 2025 Proxy Statement | |

  120. Compensation Actually Paid v. Shareholder Return

    Compensation Actually Paid v. Shareholder Return

  121. Compensation Actually Paid v. Shareholder Return

    | | CEO Compensation "Actually Paid" | | Other NEO Compensation "Actually Paid" | | | Total Shareholder Return | | Peer Group Shareholder Return |

  122. Compensation Actually Paid v. Net Income

    Compensation Actually Paid v. Net Income

  123. Compensation Actually Paid v. Net Income

    | | CEO Compensation "Actually Paid" | | Other NEO Compensation "Actually Paid" | | Net income |

  124. Compensation Actually Paid v. Net Income

    | | 2025 Proxy Statement | 53 |

  125. Compensation Actually Paid v. Adjusted EPS

    Compensation Actually Paid v. Adjusted EPS

  126. Compensation Actually Paid v. Adjusted EPS

    | | CEO Compensation "Actually Paid" | | Other NEO Compensation "Actually Paid" | | Adjusted EPS |

  127. Compensation Actually Paid v. Adjusted EPS

    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 2024 to our performance:

  128. Compensation Actually Paid v. Adjusted EPS

    | Performance Measure | | | 2024 Consolidated Net Income | $198,414,000 | | 2024 Consolidated EBITDA | $410,772,000 | | 2024 Consolidated Revenue | $2,460,979,000 | | Relative Total Shareholder Return (S&P Industrial 1500 Index) (2022-2024) | 82nd Percentile | | Consolidated Free Cash Flow (2022-2024) | $223,089,000 | | 2024 Adjusted Earnings Per Share | $6.36 |

  129. 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 officer during 2024 was 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 or 2024 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 2025 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 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 2024, matching payments related to Company retirement plans, and any other compensation received in 2024. 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 2024. The median total annual compensation of Belden associates, excluding Dr. Chand, in 2024 was $51,812.09. As disclosed herein, Dr. Chand’s total reported 2024 compensation was $8,033,901. Accordingly, Belden’s principal executive officer's reported 2024 compensation was approximately 155.06 times that of the median of the total annual compensation of all employees other than the principal executive officers.

  130. Pay Ratio Disclosure

    | 54 | 2025 Proxy Statement | |