BELDEN INC
For the period ended May 22, 2025. Filed Apr 8, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 8, 2025
Contents
B. Elements
Below is an illustration of Belden’s compensation program. Individual compensation packages and the mix of base salary, annual cash incentive opportunity and long-term equity incentive compensation for each NEO vary depending upon the executive’s level of responsibilities, potential, performance and tenure with the Company. Each of the elements shown below is designed for a specific purpose, with the overall goal of achieving a high and sustainable level of Company and individual performance. The percentage of total compensation that is performance-based and therefore at risk generally increases as an officer’s level of responsibilities increases.
| 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. |
Additionally, the Company provides competitive retirement and benefit programs to our NEOs on the same basis as other employees and limited perquisites as described under Compensation Policies and Other Considerations.
| 28 | 2025 Proxy Statement |
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.
C. P
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