UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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~~BELDEN INC.~~

~~(Name of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

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BELDEN INC.

(Name of Registrant as Specified In Its Charter)


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BELDEN LET’S BUILD THE FUTURE 2023 PROXY STATEMENT AND NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

Table of Contents

April ~~11, 2023~~

9, 2024

Dear Stockholder:

I am pleased to invite you to our ~~2023~~2024 Annual Stockholders’ Meeting. We will hold the meeting at ~~8:00 a.m.~~12:30 p.m. central time on Thursday, May ~~25, 2023~~23, 2024 at the Four Seasons Hotel Saint Louis, ~~Mississippi~~Laclede Room, 8⁶th Floor at 999 North 2nd Street, Saint Louis, Missouri.

On April ~~11, 2023,~~9, 2024, we began mailing our stockholders a notice containing instructions on how to access our ~~2023~~2024 Proxy Statement and ~~2022~~2023 Annual Report and how to vote online. The notice also included instructions on how to receive a paper copy of your annual meeting materials, including the notice of annual meeting, proxy statement and proxy card. If you received your annual meeting materials by mail, the notice of annual meeting, proxy statement and proxy card from our Board of Directors were enclosed. If you received your annual meeting materials via e-mail, the e-mail contained voting instructions and links to the annual report and the proxy statement on the Internet, which are both available at http://investor.belden.com/investor-relations/financial-information/latest-financials/default.aspx.

The agenda for this year’s annual meeting consists of the following items:


AGENDA ITEM		BOARD RECOMMENDATION

1.Election of the directors nominated by the Company’s Board of Directors		FOR ALL NOMINEES

2.Ratification of the appointment of Ernst & Young as the Company’s Independent Registered Public Accounting Firm for ~~2023~~ 2024		FOR

3.Advisory vote on executive compensation for ~~2022~~ 2023		FOR
~~4. Advisory vote on the frequency of future advisory votes on executive compensation~~	~~EVERY 1 YEAR~~

Please refer to the proxy statement for detailed information on the proposals and the annual meeting. Your participation is appreciated.


									Sincerely, Ashish Chand President and Chief Executive Officer

Table of Contents

BELDEN INC.

1 North Brentwood Boulevard, 15th Floor

Saint Louis, Missouri 63105

~~314‑854‑8000~~

314-854-8000

NOTICE OF ~~2023~~2024 ANNUAL STOCKHOLDERS’ MEETING

AGENDA

1.To elect the directors nominated by the Company’s Board of Directors, each for a term of one year

2.To ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for ~~2023~~2024

3.To hold an advisory vote on executive compensation for ~~2022~~2023

4. ~~To hold an advisory vote on the frequency of future advisory votes on executive compensation~~

5.To transact any other business as may properly come before the meeting (including adjournments and postponements)

WHO CAN VOTE

You are entitled to vote if you were a stockholder at the close of business on March ~~28, 2023~~26, 2024 (our record date).

FINANCIAL STATEMENTS

The Company’s ~~2022~~2023 Annual Report to Stockholders, which includes the Company’s Annual Report on Form ~~10‑K,~~10-K, is available on the same website as this Proxy Statement. If you were mailed this Proxy Statement, the Annual Report was included in the package. The Form ~~10‑K~~10-K includes the Company’s audited financial statements and notes for the year ended December 31, ~~2022,~~2023, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations.

By Authorization of the Board of Directors,

Brian E. Anderson

Senior Vice President – Legal, General Counsel and

Corporate Secretary

Saint Louis, Missouri

April ~~11, 2023~~

9, 2024

DATE:

Thursday, May 23, 2024

TIME:

~~DATE:~~

~~Thursday, May 25, 2023~~

12:30 p.m. CDT

PLACE:

~~TIME:~~

~~8:00 a.m. CDT~~

~~PLACE:~~

Four Seasons Hotel Saint Louis

~~Mississippi~~

Laclede Room, 8⁶th Floor

999 North 2nd Street

Saint Louis, Missouri 63102

VOTING

Please vote as soon as possible to record your vote promptly, even if you plan to attend the annual meeting. You have three options for submitting your vote before the annual meeting:

Phone

(if you request a full delivery of the proxy materials)

Internet

~~Internet~~

Mail

(if you request a full delivery of the proxy materials)

Table of Contents

PROXY STATEMENT FOR THE

~~2023~~

2024 ANNUAL MEETING OF STOCKHOLDERS OF

BELDEN INC.

To be held on Thursday, May ~~25, 2023~~

23, 2024

TABLE OF CONTENTS

GENERAL INFORMATION
1

ITEM III – ADVISORY VOTE ON EXECUTIVE COMPENSATION
45

INTERNET AVAILABILITY OF PROXY MATERIALS
1

ITEM IV – ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY

CONTACT INFORMATION FOR QUESTIONS
1

VOTES ON EXECUTIVE COMPENSATION
46

CORPORATE GOVERNANCE
2

OWNERSHIP INFORMATION
47

Biographies of Directors Seeking Reappointment
4

EQUITY COMPENSATION PLAN INFORMATION ON DECEMBER 31, 2022
47
ESG at Belden
9

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
47
Audit Committee
10

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

Compensation Committee
10

MANAGEMENT
47
Finance Committee
10

Beneficial Ownership Table of Directors, Nominees and Executive

Nominating and Corporate Governance Committee
10

Officers
48
Cybersecurity Committee
11

Beneficial Ownership Table of Stockholders Owning More Than Five

Corporate Governance Documents
11

Percent
49
Related Party Transactions and Compensation Committee Interlocks
11

OTHER MATTERS
50
Communications with Directors
11

FREQUENTLY ASKED QUESTIONS
50
Board Leadership Structure and Role in Risk Oversight
11

STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING
54
Non-Employee Director Stock Ownership Policy
12

APPENDIX I – ANNUAL CASH INCENTIVE PLAN PERFORMANCE

DIRECTOR COMPENSATION
13

FACTORS
I-1
ITEM I – ELECTION OF DIRECTORS
14

PUBLIC ACCOUNTING FIRM INFORMATION
15

ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023
15

Fees to Independent Registered Public Accountants for 2022 and 2021
15

Audit Committee’s Pre-approval Policies and Procedures
15

Report of the Audit Committee
16

EXECUTIVE COMPENSATION
17

Compensation Discussion and Analysis
17

A Note from the Belden Compensation Committee
17

I.   Introduction
18

II. Executive Summary
18

III. 2022 Say-on-Pay Review
18

IV. Compensation Objectives and Elements
19

A.   Objectives
19

B.   Elements
20

C.   Pay for Performance Philosophy
20

D.   Compensation Design
21

V. 2022 Compensation Analysis
21

A.   Base Salary Adjustments
21

B.   Annual Cash Incentive Plan Awards
22

C.   Long-Term Incentive Awards
26

VI. Compensation Policies and Other Considerations
28

Report of the Compensation Committee
30

Compensation and Risk
30

Pay versus Performance
30

Pay Ratio Disclosure
35

Pay for Performance
35

Compensation Tables
35

Summary Compensation Table
36

Grants of Plan-Based Awards
38

Outstanding Equity Awards at Fiscal Year-End
39

Option Exercises and Stock Vested
40

Pension Benefits
41

Nonqualified Deferred Compensation
42

Employment, Severance and Change-In-Control Arrangements
42

Potential Payments Upon Termination or Change-In-Control
42


GENERAL INFORMATION			1


INTERNET AVAILABILITY OF PROXY MATERIALS			1
CONTACT INFORMATION FOR QUESTIONS			1

CORPORATE GOVERNANCE			2


Biographies of Directors Seeking Reappointment			4
ESG at Belden			9
Audit Committee			10
Compensation Committee			10
Finance Committee			10
Nominating and Corporate Governance Committee			10
Cybersecurity Sub c ommittee			11
Corporate Governance Documents			11
Related Party Transactions and Compensation Committee Interlocks			11
Communications with Directors			11
Board Leadership Structure and Role in Risk Oversight			12
Non-Employee Director Stock Ownership Policy			12
DIRECTOR COMPENSATION			13
ITEM I – ELECTION OF DIRECTORS			14

PUBLIC ACCOUNTING FIRM INFORMATION			15


ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023			15
Fees to Independent Registered Public Accountants for 202 3 and 2022			15
Audit Committee’s Pre-approval Policies and Procedures			15
Report of the Audit Committee			16

EXECUTIVE COMPENSATION			17


Compensation Discussion and Analysis			17
A Note from the Belden Compensation Committee			17
I.Introduction			18
II.Executive Summary			18
III.20 2 3 Say-on-Pay Review			18
IV.Compensation Objectives and Elements			19
A.Objectives			19
B.Elements			20
C.Pay for Performance Philosophy			20
D.Compensation Design			21
V.2023 Compensation Analysis			21
A.Base Salary Adjustments			21
B.Annual Cash Incentive Plan Awards			22
C.Long-Term Incentive Awards			25
VI.Compensation Policies and Other Considerations			28
Report of the Compensation Committee			30
Compensation and Risk			30
Pay versus Performance			30
Pay Ratio Disclosure			35
Pay for Performance			35
Compensation Tables			35
Summary Compensation Table			36
Grants of Plan-Based Awards			38
Outstanding Equity Awards at Fiscal Year-End			39
Option Exercises and Stock Vested			41
Pension Benefits			43
Nonqualified Deferred Compensation			43
Employment, Severance and Change-In-Control Arrangements			43
Potential Payments Upon Termination or Change-In-Control			44


			2024 Proxy Statement			Page i

~~GENERAL INFORMATION~~

Table of Contents


GENERAL INFORMATION

INTERNET AVAILABILITY OF PROXY MATERIALS

Under rules of the United States Securities and Exchange Commission (SEC), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On April ~~11, 2023,~~9, 2024, we began mailing to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our annual report. The Notice of Internet Availability of Proxy Materials also instructs you on how to access your proxy card to vote through the Internet or by telephone.

This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the annual meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

CONTACT INFORMATION FOR QUESTIONS

Answers to certain frequently asked questions including the votes required for approval of the agenda items are included in this document beginning on page ~~50.~~51. For other questions, please see the following contact information:


For questions Regarding:			Contact:
~~For questions~~
~~Regarding:~~		~~Contact:~~

Annual meeting or Executive Compensation Questions		Belden Investor Relations, ~~314‑854‑8054~~ 317-219-9359
~~Executive Compensation Questions~~

Stock ownership	~~American Stock Transfer & Trust Company~~
(Stockholders of Record)		Equiniti Trust Company http://~~www.astfinancial.com~~ www.equiniti.com 800-468-9716
			~~800‑937‑5449 (within the U.S. and Canada)~~
		~~718‑921‑8124 (outside the U.S. and Canada)~~

Stock ownership (Beneficial Owners)		Contact your broker, bank or other nominee
~~(Beneficial Owners)~~
Voting
~~Voting~~	Belden Corporate Secretary, ~~314‑854‑8035~~ 314-854-8035

~~2023~~
			2024 Proxy Statement			Page 1

Table of Contents

CORPORATE GOVERNANCE

The Belden Board has ten members and four standing committees: Audit; Compensation; Finance; and Nominating and Corporate Governance. The Board also maintains a Cybersecurity subcommittee that reports to the Audit Committee. The Board had ~~five~~six meetings during ~~2022.~~2023. All directors attended 75% or more of the Board meetings and the Board committee meetings, taken together, on which they served. The maximum number of directors authorized under the Company's bylaws is currently eleven.

Name of Director

Audit

Compensation

Cybersecurity

Finance

Nominating and
Corporate Governance

David J. Aldrich⁽¹⁾

Member

Lance C. Balk

Chair

Member

Steven W. Berglund

Member

Member

Diane D. Brink

Chair

Chair

Judy L. Brown

Member

Chair

Nancy Calderon

Chair

Ashish Chand⁽²⁾

Jonathan C. Klein

Member

Member

Member

YY Lee⁽³⁾

Member

Gregory McCray

Member

Member

Meetings held in 2022

12

5

4

4

5

~~(1)~~

~~Chairman of the Board~~

Mr. Berglund will not stand for reappointment to the Board and will retire from the Board in May 2024. The Board and the Company thank Mr. Berglund for his leadership and distinguished service to Belden over the last eleven years.

~~(2)~~

~~Mr. Chand was appointed to the board upon his promotion to President and CEO of the Company on February 22, 2023.~~

Name of Director

Audit

Compensation

Cybersecurity

Finance

Nominating and

Corporate Governance

David J. Aldrich(1)

Member

Lance C. Balk

Chair

Member

Steven W. Berglund

Member

Diane D. Brink

Chair

Judy L. Brown

Member

Chair

Nancy Calderon

Chair

Ashish Chand

Jonathan C. Klein

Member

YY Lee

Member

Gregory McCray

Member

Meetings held in 2023

~~(3)~~(1)Chairman of the Board

~~Ms. Lee was appointed to the Board on March 31, 2023.~~

At its regular meeting in February ~~2023,~~2024, the Board determined that each of the non-employee directors seeking reappointment that was then on the board meets the independence requirements of the NYSE listing standards. ~~The Board has also determined that Ms. Lee meets the independence requirement of the NYSE listing standards.~~ As part of this process, the Board determined that each such member had no material relationship with the Company.


Page 2			2024 Proxy Statement

Table of Contents


BOARD MEMBER DEMOGRAPHICS – DIRECTORS SEEKING REAPPOINTMENT
~~Page 2~~


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


AVERAGE AGE 61 Years


BOARD MEMBER TENURE

0-5 YEARS

~~2023~~

AVERAGE

TENURE

Years

6-10 YEARS

11-19 YEARS

20+ YEARS


BOARD MEMBER SKILLS


			2024 Proxy Statement			Page 3

~~BOARD MEMBER DEMOGRAPHICS~~

Belden Inc. Board Diversity Matrix as of April 11, 2023

Total Number of Directors
10

Female
Male

Part I: Gender Identity

Directors
4
6

Part II: Demographic Background

African American or Black
0
1

Asian
1
1

White
3
4

LGBTQ
1

Table of Contents

~~BOARD MEMBER TENURE~~

~~BOARD MEMBER SKILLS~~

~~2023 Proxy Statement~~

~~Page 3~~

BIOGRAPHIES OF DIRECTORS SEEKING REAPPOINTMENT





DAVID J. ALDRICH, 66 67						LANCE C. BALK, 65 66

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


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~~Page 4~~			~~2023 Proxy Statement~~




~~STEVEN W. BERGLUND, 71~~	DIANE D. BRINK, 64 65	JUDY L. BROWN, 55
~~Director Since: 2013~~ ~~Board Committees: Audit, Cybersecurity~~ Mr. Berglund’s experience as a director, president and chief executive officer of Trimble Inc., a technology based firm providing positioning and location solutions, from March 1999 to January 2020 makes him highly qualified to serve on the Company’s Board. In January 2020, Mr. Berglund turned over the titles of president and chief executive officer to his successor and was named Trimble’s executive chairman. Prior to joining Trimble, Mr. Berglund was President of Spectra Precision, a group within Spectra Physics AB. Mr. Berglund’s business experience includes a variety of senior leadership positions with Spectra Physics, and manufacturing and planning roles at Varian Associates. He began his career as a process engineer at Eastman Kodak. Mr. Berglund attended the University of Oslo and the University of Minnesota where he received a B.S. in chemical engineering. He received his M.B.A. from the University of Rochester. Mr. Berglund is the Chairman of the Board of the Association of Equipment Manufacturers.
Director Since: 2017 Board Committees: Cybersecurity (Chair), Nominating and Corporate Governance (Chair) The Board recruited Ms. Brink based on her marketing and digital transformation expertise and experience as a senior marketing executive at a Fortune 100 technology company. Ms. Brink currently serves as a Senior Fellow and Adjunct Professor of Marketing at the Kellogg School of Management at Northwestern University. Prior to her retirement in 2015, Ms. Brink served in a variety of roles at IBM, most recently as Chief Marketing Officer, IBM Global Technology Services. In June 2021, Ms. Brink was appointed to the Board of Directors and Compensation Committee and as chair of the Nominating &and Corporate Governance Committee of indie Semiconductor, a publicly traded provider of semiconductor systems solutions for the automotive industry. InFrom January 2023 through March 2024, Ms. Brink ~~joined~~served on the Board of Directors, Audit Committee, and Compensation Committee (as Chair) of Altus Power, ~~Inc.~~ Inc.. Ms. Brink attended Stony Brook University, where she received a B.S. in computer science. She received her M.B.A. from Fordham University. Ms. Brink is a member of the Dean’s Council in the College of Engineering &and Applied Sciences at Stony Brook University.

~~2023 Proxy Statement~~

~~Page 5~~




~~JUDY L. BROWN, 54~~		~~NANCY CALDERON, 64~~
Director Since: 2008 Board Committees: Audit, Finance (Chair) In recruiting Ms. Brown, the Board sought a member with broad international perspective to pursue its global strategic goals and for her experience as a Chief Financial Officer of a public company. As an employee of Ernst & Young for more than nine years in the U.S. and Germany, Ms. Brown provided audit and advisory services to U.S. and European multinational public and private companies. She served in various financial and accounting roles for six years in the U.S. and Italy with Whirlpool Corporation, a leading manufacturer and marketer of appliances. In 2004, she was appointed Vice President and Controller of Perrigo Company, a global healthcare supplier of over-the-counter pharmaceutical products. She was promoted to Executive Vice President and Chief Financial Officer of Perrigo in 2006 and oversaw Finance, Information Technology and Corporate Affairs until her departure from Perrigo Company in February 2017. In April 2017, Ms. Brown was appointed Senior Vice President Global Business Solutions & Finance of Amgen Corporation, a global leader in biotechnology. There, Ms. Brown oversaw the company's Global Business Solutions, Internal Audit, Tax and Treasury organizations. From October 2018 through December 2022, Ms. Brown was Amgen’s Senior Vice President, Corporate Affairs, leading Amgen's strategic communications, philanthropy advocacy relations and ESG (Environmental, Societal and Governance) management. Additionally she served as the site head for Amgen's corporate headquarters in Thousand Oaks, California. Ms. Brown received a B.S. degree in Accounting from the University of Illinois; an M.B.A. degree from the University of Chicago; and attended the Aresty Institute of Executive Education of the Wharton School of the University of Pennsylvania. Ms. Brown also is a Certified Public Accountant.

2024 Proxy Statement

Page 5

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NANCY CALDERON, 65						ASHISH CHAND, 49

Director Since: 2020 Board Committees: Audit (Chair) The Board recruited Ms. Calderon for her deep executive management and audit experience. Ms. Calderon retired from KPMG LLP in September 2019 after a distinguished 33-year career. Most recently, Ms. Calderon served as KPMG's Global Lead Partner for a Fortune 50 Technology company since July 2012, senior partner of KPMG's Board Leadership Center since its inception in 2015, and as a director of KPMG's Global Delivery Center in India and its related holding companies since September 2011. Previously, she was KPMG's Americas Chief Administrative Officer and U.S. National Partner in Charge, Operations, from July 2008 to June 2012. Ms. Calderon sat on a number of KPMG committees, including the Americas Region Management Committee, Enterprise Risk Management, Privacy, Pension Steering and Investment, Social Media, and Knowledge Management. Ms. Calderon is presently a director of Northern Technologies International Corp., where she chairs the Audit Committee and serves on the Nominating and Corporate Governance Committee, ~~and~~Formerly she was on the board of Arcimoto, where she ~~chairs~~chaired the Audit Committee. Ms. Calderon attended the University of California at Berkeley and received a B.S. degree in accounting, and Golden Gate University where she received an M.S. degree in Taxation.


~~Page 6~~			~~2023 Proxy Statement~~




~~ASHISH CHAND, 48~~		~~JONATHAN C. KLEIN, 64~~
Director Since: 2023 President and Chief Executive Officer Dr. Chand serves as President and Chief Executive Officer of Belden Inc. Prior to his appointment as President and Chief Executive Officer, Dr. Chand served as Executive Vice President – Industrial Automation Solutions from June of 2019 until February 2023, and Managing Director of Belden Asia Pacific from August 2017. Dr. Chand has held roles across several functions, including sales and marketing and operations in both Asia and North America. Dr. Chand has played a pivotal role in developing and executing Belden’s long-term growth agenda, solutions and product strategy, and go-to-market efforts. Dr. Chand holds a B.A. in Economics from ~~Loyal~~Loyola College, Chennai, India, an M.B.A. from XLRI Jamshedpur, India, and a Doctorate of Business Administration from the City University of Hong Kong.

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2024 Proxy Statement

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JONATHAN C. KLEIN, 65						YY LEE, 56

Director Since: 2015 Board Committees: Compensation, Cybersecurity, Nominating and Corporate Governance The Board recruited Mr. Klein for his extensive experience within the broadcast industry, more specifically his experience with programming, production, and over-the-top distribution models. Mr. Klein is the co-founder and CEO of Hang Media, a sports streaming platform launched in 2021. From 2012 to 2022, Mr. Klein served as the CEO and Co-Founder of TAPP Media, an over-the-top subscription video platform which operates paid channels built around personalities. From 2018 to 2019, Mr. Klein served as the President of Vilynx Inc., an artificial intelligence company focused exclusively on media. From 2004 to 2010, he served as President of CNN, leading the U.S. network to its highest ratings and profitability. Previously he had been the Founder and CEO of the FeedRoom, a pioneering online video aggregation site, developing new online advertising concepts which have become industry standards today. From 1996 to 1998, he served as Executive Vice President of CBS News, overseeing prime time programming and strategic planning for in-house studio productions. ~~In March 2021,~~ Formerly, Mr. Klein ~~was appointed to~~served on the Board of Directors of Clearview Media Acquisition Corp. Mr. Klein attended Brown University where he received a B.A. degree in history.

~~2023 Proxy Statement~~

~~Page 7~~




~~YY Lee, 55~~		~~Gregory J. McCray, 60~~
Director Since: 2023 Board Committees: Audit The Board recruited Ms. Lee for her extensive experience within the software industry, including her experience in senior operational roles as a chief executive officer and chief operating offer. Ms. Lee most recently served as Chief Strategy Officer for Anaplan, a business planning software company specializing in subscription cloud-based business planning software, from 2018 until her retirement in 2021. From 2005 to 2017, Ms. Lee was employed by FirstRain, Inc., as Chief Operating Officer from 2005 to 2015, and as CEO from 2015 until FirstRain was acquired by Ignite Technologies ~~Inc.,~~ in 2017. FirstRain is a provider of cloud analytics software. She previously held management and product leadership positions with Cadence Design Systems, Aqueduct Software, Synopsys, Inc., 8x8, Inc., and AT&T Bell Laboratories. Ms. Lee is presently a director of Synaptics Incorporated, where she sits on the Compensation Committee and Audit Committee, and Commvault Systems Inc., where she sits on the Compensation (as chair) and Governance and Nominating committees. Ms. Lee attended Harvard University, graduating with an A.B. degree in Mathematics in 1990.

2024 Proxy Statement

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GREGORY J. MCCRAY, 61

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


Page 8			2024 Proxy Statement


~~Page 8~~	~~2023 Proxy Statement~~

Table of Contents

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) AT BELDEN

At Belden, we believe that responsible stewardship, managing our climate impacts, and driving sustainability through innovation is core to our business strategy. In ~~2022,~~2023, we continued to deliver on our commitment to ~~creating~~created shared value for all our stakeholders and executed on our ESG strategy across our ~~strategic~~ priority ~~topics~~

topics.

Our ESG ~~matters~~initiatives are overseen by our Board of Directors through the Nominating and Corporate Governance Committee. Belden’s ESG Steering Committee implements our global ESG strategy under the leadership of our ~~SVP of Human Resources.~~Senior Vice President - Legal, General Counsel and Corporate Secretary. For more information about our approach to ESG, ~~and governance matters,~~ please ~~our~~ visit www.belden.com/resources/sustainability/environment.~~Sustainability page~~

at
~~https://www.belden.com/resources/sustainability~~.

~~2022~~

2023 ESG HIGHLIGHTS:

Environmental:

Our primary strategy in reducing our greenhouse gas (GHG) emissions iscontinues to ~~identify~~be identifying internal opportunities for energy conservation and ~~implement GHG reduction projects.~~electrification. For 2022, these projects included solar panel installation at our manufacturing plants, replacement of inefficient traditional lighting systems with LED lighting units, and utilization of cogeneration plants across our global sites of operation.2023, we began to procure offsite green energy supply as an additional tool. We ~~also executed~~continued to execute on initiatives for waste diversion from landfill, ~~and set up infrastructure for~~ recycling and repurposing of ~~materials.~~materials and environmental improvements to our product packaging. Additionally, we ~~undertook the first steps towards developing a line~~started an evaluation of ~~eco-friendly~~our products and ~~assembled~~solutions for environmental improvement applicability with a ~~cross-functional team to develop a rating system to measure~~goal of providing solutions that support our customers’ climate related goals.

Social:

Belden’s guiding mantra for the ~~eco-friendliness of our products.~~

~~Social:~~

~~Building on our commitment to our employees, in 2022 we introduced a universal parental leave policy that covers all our full-time employees throughout our global operations. To ensure~~employee experience is “Belong. Believe. Be You.” By fostering this company culture, Belden welcomes a diverse workforce, we also revised all global job descriptions with inclusive language and essential requirements for diversity considerations. We rolled out unconscious bias training and trained more than 70% of our global employees, which significantly exceeded our target, in addition to holding diversity, equity, and inclusivity (DEI) trainings for our Senior Leadership Team. In 2022, in addition to our Denmark, Germany, and India locations that we recertifiedhas been recognized as a Great Place to ~~Work®, we also earned accreditations for our Canada,~~Work in 17 countries – Belgium, China, Denmark, France, Germany, Hong Kong, Hungary, India, Mexico, the Netherlands, Singapore, Spain, Switzerland, Tunisia, the United Arab Emirates, the United Kingdom, and the United ~~States locations.~~

~~Governance:~~

~~Belden is proud~~States. We have prioritized Diversity, Equity, and Inclusion (DEI) by redesigning our DEI strategy, relaunching our DEI Council, and training 98% of employees on the topic of unconscious bias. We have also championed employees’ wellness, be that physical, social, financial, or emotional, with 65% of employees participating in our Be Well program. Additionally, we have upheld high standards of ethics throughout our supply chain by expecting our suppliers to ~~be incorporating ESG goals into~~attest to our ~~executive compensation in~~Supplier Code of Conduct and undertaking audits with at-risk suppliers.

Governance:

In order to further align ~~leader expectations~~ with our ESG ~~and sustainability objectives. Beginning in 2023,~~objectives, Belden’s ESG goals are incorporated into our executive compensation. Our executive team ~~will have~~has performance objectives ~~linked to short-term variable compensation and will be evaluated on the execution of~~around executing our ESG strategy and ~~our achievement of~~achieving certain environmental and ~~diversity and inclusion~~DEI goals. ~~Additionally, in 2022, we translated our Code~~Our Board also champions the values of ~~Conduct into fifteen languages and continued to foster our employees’ understanding~~ESG. One of our ~~Code through trainings towards~~members of the Board was honored by Governance Intelligence and the National Association of Corporate Directors (NACD) for her excellent work in corporate governance. Additionally, Belden takes a proactive and holistic approach to data privacy and security, ensuring our ~~goal~~business, employee, and customer data is handled appropriately.

Stakeholder Engagement:

Belden is a signatory of ~~100% non-production employees receiving training.~~

~~Stakeholder Engagement~~:

~~In 2022, our~~the United Nations Global Compact (UNGC), as well as their Caring for Climate pact. Additionally, Belden’s CEO has pledged to ~~advance DEI initiatives by joining~~ the CEO Action for Diversity and ~~Inclusion initiative~~Inclusion. In early 2023, Belden joined the Responsible Business Alliance (RBA), which is dedicated to ~~uphold our commitment~~responsible business practices throughout global supply chains.

Belden has been measured by some of the most important ESG rating agencies. MSCI updated Belden’s rating to ~~inclusivity within Belden~~an AA in November 2023, designating the organization as a leader in the industry for managing ESG risks and ~~beyond. In August 2022, Belden recommitted~~opportunities. Additionally, Sustainalytics updated Belden’s ESG score to ~~becoming~~18.9 in February 2024, labeling the organization as low risk. Belden’s scores from both of these organizations have maintained a ~~United Nations Global Compact~~

positive trajectory over the last few years, showcasing Belden’s ESG efforts making an impactful difference.

~~2023~~
			2024 Proxy Statement			Page 9

~~(UNGC) signatory; our Communication on Progress (COP) is publicly available on~~ ~~UNGC’s website. We also advanced our climate commitments by becoming signatories~~Table of ~~the~~ Contents~~United Nations Caring for Climate~~ ~~pact.~~

Audit Committee

Membership: Nancy Calderon (Chair), Steve Berglund,Judy Brown and YY Lee

The Audit Committee operates under a Board-approved written charter and each member meets the independence requirements of the NYSE’s listing standards. The Committee assists the Board in overseeing the Company’s accounting and financial reporting practices by, among other items:

•

~~selecting and reviewing the independent registered public accounting firm who will audit the Company’s financial statements;~~

•selecting and reviewing the independent registered public accounting firm who will audit the Company’s financial statements;•

~~meeting with its financial management and independent registered public accounting firm to review the financial statements, quarterly earnings releases and financial data of the Company;~~

•meeting with its financial management and independent registered public accounting firm to review the financial statements, quarterly earnings releases and financial data of the Company;•

~~reviewing the selection of the internal auditors who provide internal audit services;~~

•reviewing the selection of the internal auditors who provide internal audit services;•

reviewing the scope, procedures and results of the Company’s financial audits, internal audit procedures, and internal controls assessments and procedures under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”);

•reviewing the scope, procedures and results of the Company’s financial audits, internal audit procedures, and internal controls assessments and procedures under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”);•

~~providing oversight responsibility for the process the Company uses in performing its periodic enterprise risk analysis;~~

•providing oversight responsibility for the process the Company uses in performing its periodic enterprise risk analysis;•

~~providing oversight to the Company’s compliance and ethics programs and complaint reporting mechanisms; and~~

•providing oversight to the Company’s compliance and ethics programs and complaint reporting mechanisms; and•

~~evaluating the Company’s key financial and accounting personnel.~~

•evaluating the Company’s key financial and accounting personnel.

At its February ~~2023~~2024 meeting, the Board determined that each of Mses. Brown and Calderon qualifies as an Audit Committee Financial Expert as defined in the applicable SEC rules. As previously described, each member of the Audit Committee is independent. ~~The Board subsequently determined that Ms. Lee qualified as an Audit Committee Financial Expert.~~

Compensation Committee

Membership: Lance Balk (Chair), David Aldrich and Jon Klein

The Compensation Committee determines, approves and reports to the Board on compensation for the Company’s elected officers and oversees senior management succession planning and human capital management. The Committee reviews the design, funding and competitiveness of the Company’s cash, equity-based and retirement programs. The Committee also assists the Company in developing compensation and benefit strategies to attract, develop and retain qualified employees. The Committee operates under a written charter approved by the Board and is composed only of independent directors.

Finance Committee

Membership: Judy Brown (Chair), Lance Balk and Greg McCray

The Finance Committee provides oversight in the area of corporate finance and makes recommendations to the Board about the financial aspects of the Company. Examples of topics upon which the Finance Committee may provide guidance include capital structure, capital adequacy, credit ratings, capital expenditure planning, dividend policy and share repurchase programs. The Committee is governed by a written charter approved by the Board and is composed only of independent directors.

Nominating and Corporate Governance Committee

Membership: Diane Brink (Chair), Jon Klein and Greg McCray

The Nominating and Corporate Governance Committee identifies, evaluates, and recommends nominees for the Board for each annual meeting (and to fill vacancies during interim periods); and evaluates the composition, organization and governance of the Board and its committees. The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders if such nominations are submitted to the Company prior to the deadline for proposals as noted above under the caption “Nomination of Director Candidates” on page 54.

The Committee’s responsibilities with respect to its governance function include considering matters of corporate governance and reviewing (and recommending to the Board revisions to) the Company’s corporate governance principles and its code of conduct, which applies to all Company employees, officers and directors. The Committee also provides primary oversight for the Company’s ESG strategy. The Committee is governed by a written charter approved by the Board and is composed only of independent directors.


Page 10			~~2023~~2024 Proxy Statement

Table of Contents

Cybersecurity Subcommittee

Membership: Diane Brink (Chair), Steve Berglund and Jon Klein

The Cybersecurity subcommittee provides oversight of the Company’s cybersecurity posture. The subcommittee consists of three independent directors and reports up through the Audit Committee. The subcommittee receives regular reports from the Company’s Chief Information Officer and Director of Cybersecurity and meets no less frequently than quarterly. Management provides a report on cybersecurity to the full Board no less frequently than annually. The subcommittee receives regular updates from management regarding the Company’s information security training program as well as the annual third-party assessment of the Company’s cyber-security processes.

Corporate Governance Documents

Current copies of the Audit, Compensation, Finance and Nominating and Corporate Governance Committee charters, as well as the Company’s governance principles and code of conduct, are available on the Company’s website at http://investor.belden.com/~~investor-relations/corporate-governance/~~governance/governance-documents/default.aspx. Printed copies of these materials are also available to stockholders upon request, addressed to the Corporate Secretary, Belden Inc., 1 North Brentwood Boulevard, 15th Floor, Saint Louis, Missouri 63105.

Related Party Transactions and Compensation Committee Interlocks

It is our policy to review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Annually, we obtain information from all directors and executive officers with respect to related party transactions to determine, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in any such transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in our proxy statement. We have determined that there were no material related party transactions during ~~2022.~~

2023.

None of our executive officers served during ~~2022~~2023 as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of our Board of Directors or Compensation Committee.

Communications with Directors

The Company’s Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board (David Aldrich, Chairman of the Board and presiding director for non-management director meetings), any Board committee, or any chair of any such committee by U.S. mail, through calling the Company’s hotline or via e-mail.

To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Company’s Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent “c/o Corporate Secretary, Belden Inc.” at 1 North Brentwood Boulevard, 15th Floor, Saint Louis, MO 63105. To communicate with any of our directors electronically or through the Company’s hotline, stockholders should go to our corporate website at http://investor.belden.com/investor-relations/corporate-governance/governance-documents/default.aspx. On this page, you will find a section titled “Contact the Belden Board”, on which are listed the Company’s hotline number (with access codes for dialing from outside the U.S.), the Internet address for our web-based hotline portal and an e-mail address that may be used for writing an electronic message to the Board, any individual directors, or any group or committee of directors. Please follow the instructions on our website to send your message.

All communications received as set forth in the preceding paragraph will be opened by (or in the case of the hotline, initially reviewed by) our corporate ombudsman, the Corporate Secretary, for the sole purpose of determining whether the contents represent a message to our directors. The Belden ombudsman will not forward certain items which are unrelated to the duties and responsibilities of the Board, including: junk mail, mass mailings, product inquiries, product complaints, resumes and other forms of job inquiries, opinion surveys and polls, business solicitations, promotions of products or services, patently offensive materials, advertisements, and complaints that contain only unspecified or broad allegations of wrongdoing without appropriate supporting information.

In the case of communications to the Board or any group or committee of directors, the corporate ombudsman’s office will send copies of the contents to each director who is a member of the group or committee to which the envelope or e-mail is addressed.

In addition, it is the Company’s policy that each director attends the annual meeting absent exceptional circumstances. Each continuing director ~~that was then a director, other than Mr. Berglund,~~ attended the Company’s ~~2022~~2023 annual meeting.


			2024 Proxy Statement			Page 11

Table of Contents

Board Leadership Structure and Role in Risk Oversight

Mr. Aldrich, who is independent of management and the Company, provides strong leadership experience, strategic vision, and an understanding of the risks associated with our business. ~~Mr.~~Dr. Chand, President and CEO of the Company, provides strategic planning

~~2023 Proxy Statement~~

~~Page 11~~

expertise, general management experience, and in-depth knowledge of the Company, and acts as an important liaison between management and the Company's non-employee directors.

Our Board assesses on an ongoing basis the risks faced by the Company in executing its strategic plan. These risks include strategic, technological, competitive and operational risks. The Audit Committee oversees the process we use in performing our periodic enterprise risk management analysis (while the Board oversees the content of the analysis, management is responsible for the execution of the process and the development of the content).

Non-Employee Director Stock Ownership Policy

The Board’s policy requires that each non-employee director hold Company stock equal in value to five times his or her annual cash retainer (currently ~~$425,000)~~$450,000). Upon appointment, a member has five years to meet this requirement, but must meet interim goals during the five-year period of: 20% after one year; 40% after two years; 60% after three years; and 80% after four years. The value of unvested RSUs are included in making this determination at the higher of their grant date value or current market value. As of the record date for the annual meeting, each non-employee director other than ~~Mr. McCray and~~ Ms. Lee meets the full-period holding requirement.


Page 12			2024 Proxy Statement

Table of Contents


DIRECTOR COMPENSATION
~~Page 12~~			~~2023 Proxy Statement~~

~~DIRECTOR COMPENSATION~~

The following table reflects the director annual compensation structure as of December 31, ~~2022:~~

2023:

Description

Cash Components

As of 12/31/~~2022~~

2023

Recipient(s)

~~Cash Components~~

Basic Retainer

85,000

~~85,000~~

All except Chand

Audit Committee Chair

20,000

~~20,000~~

Calderon

Other Committee Chair

10,000

~~10,000~~

Balk, Brink⁽¹⁾(1) and Brown

Audit Committee Service

10,000

~~10,000~~

Berglund, Brown, and Lee

Compensation Committee Service

5,000

~~5,000~~

Aldrich and Klein

Cybersecurity Committee Service

5,000

~~5,000~~

Berglund, Klein and ~~Klein~~

Lee

Finance Committee Service

5,000

~~5,000~~

Balk and McCray

Nominating and Corporate Governance Committee Service

5,000

~~5,000~~

Klein and McCray

Board Chair

50,000

~~50,000~~

Aldrich

Equity Components

Restricted Stock Unit Grant

150,000

~~145,000~~

All except Chand

Additional Grant for Board Chair

50,000

~~50,000~~

Aldrich

(1)	Ms. Brink receives a Committee Chair payment for her service as chair of both the Cybersecurity Committee and the Nominating and Corporate Governance Committee

The following table provides information on non-employee director compensation for ~~2022.~~2023. Ms. Lee ~~did not serve~~joined the Board in May 2023.


Director	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Option Awards ($)	All Other Compensation(3) ($)	Total ($)

David Aldrich	140,000	199,999	—	936	340,935
Lance C. Balk	100,000	150,021	—	45,976	295,997
Steven W. Berglund	105,000	150,021	—	701	255,722
Diane D. Brink	105,000	150,021	—	688	255,709
Judy L. Brown	105,000	150,021	—	715	255,736
Nancy Calderon	105,000	150,021	—	1180	256,201
Jonathan Klein	100,000	150,021	—	701	250,722
YY Lee	71,250	364,934	—	0	436,184
Gregory McCray	95,000	150,021	—	698	245,719

(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 ~~2022.~~

2023. The assumptions used in calculating these amounts are described in Note 21: Share-Based Compensation, to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Each independent director other than Mr. Aldrich received 1,690 RSUs on May 25, 2023 that vest in one year. On the same date, Mr. Aldrich received 2,253 RSUs that vest in one year. In addition to the 1,690 RSUs received on May 25, Ms. Lee received 2,500 RSUs that vest in thirds on each of the first three anniversaries of his appointment to the board on March 31, 2023.

Director

Fees Earned
or Paid in
Cash⁽¹⁾ ($)

Stock
Awards⁽²⁾ ($)

Option
Awards ($)

All Other
Compensation⁽³⁾ ($)

Total
($)

David Aldrich

140,000

195,012

—

905

335,917

Lance C. Balk

100,000

144,990

—

26,096

271,086

Steven W. Berglund

100,000

144,990

—

676

245,666

Diane D. Brink

105,000

144,990

—

666

250,656

Judy L. Brown

105,000

144,990

—

684

250,674

Nancy Calderon

100,833

144,990

—

661

246,484

Brian Cressey

39,583

144,990

—

776

185,349

Jonathan Klein

100,000

144,990

—

676

245,666

George Minnich

43,750

144,990

—

19,744

208,484

Gregory McCray

87,083

287,765

—

—

374,848

(3)Amount of interest earned on deferred director fees and dividends paid on vested stock awards.

~~(1)~~
			2024 Proxy Statement~~Amount of cash retainer and committee fees.~~			Page 13

~~(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 2022. 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, 2022. Each independent director other than Mr. Aldrich received 2,655 RSUs on May 25, 2022 that vest in one year. On the same date, Mr. Aldrich received 3,571 RSUs that vest in one year. Messrs. Cressey and Minnich received 2,655 shares of common stock on May 25, 2022. In addition to the 2,655 RSUs received on May 25, Mr. McCray received 2,500 RSUs that vest in thirds on each of the first three anniversaries of his appointment to the board on February 1, 2022.

Table of Contents

~~(3)~~
ITEM I – ELECTION OF DIRECTORS
~~Amount of interest earned on deferred director fees and dividends paid on vested stock awards.~~

~~2023 Proxy Statement~~

~~Page 13~~

~~ITEM I – ELECTION OF DIRECTORS~~

The Company currently has ten directors – Mses. Brink, Brown, Calderon and Lee and Messrs. Aldrich, Balk, Berglund, Chand, Klein, and McCray. The term of each director will expire at this annual meeting and the Board proposes that each of Mses. Brink, Brown, Calderon and Lee and Messrs. Aldrich, Balk, ~~Berglund,~~ Chand, Klein, and McCray be reelected for a new term of one year and until their successors are duly elected and qualified. Each nominee has consented to serve if elected. If any of them becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.


THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE NOMINATED SLATE OF DIRECTORS.


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Table of Contents

PUBLIC ACCOUNTING FIRM INFORMATION

~~ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023~~


ITEM II – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023

It is anticipated that Ernst & Young LLP (“EY”) will be selected as our independent registered public accounting firm for the year ending December 31, ~~2023,~~2024, and the Board of Directors has directed that management submit the anticipated appointment for ratification by the stockholders at the annual meeting. EY has served as our registered public accounting firm since the 2004 merger of Belden Inc. and Cable Design Technologies Corporation, and prior to that served as Belden 1993 Inc.’s registered public accounting firm since it became a public company in 1993. A representative of the firm will be present at the annual meeting, will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions.

We are not required to obtain stockholder ratification of the appointment of EY as our independent registered public accounting firm. However, we are submitting the appointment to stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain EY. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if they determine that such a change would be in our best interests and the best interests of our stockholders.

Fees to Independent Registered Public Accountants for ~~2022~~2023 and ~~2021~~

2022

The following table presents fees for professional services rendered by EY for the audit of the Company’s annual financial statements and internal control over financial reporting for 2022 and 2021 as well as other permissible tax services.

	2022			2021
			2023

Audit Fees

Audit Fees

Audit Fees	$	3,014,000		$	2,520,700
Tax Fees	$	108,842		$	64,076
Tax Fees
Tax Fees
Total EY fees	$	3,122,842		$	2,584,776
Total EY fees
Total EY fees

“Audit fees” primarily represent amounts paid or expected to be paid for audits of the Company’s financial statements and internal control over financial reporting under SOX 404, reviews of SEC Forms ~~10‑Q,~~10-Q, Form ~~10‑K~~10-K and the proxy statement, statutory audit requirements at certain non-U.S. locations, and comfort letter procedures related to debt issuances.

“Tax fees” for ~~2022~~2023 and ~~2021~~2022 are for domestic and international compliance totaling ~~$26,141~~$29,138 and ~~$24,327,~~$26,141, respectively, and tax planning totaling $79,314 and $82,701, ~~and $39,749,~~ respectively.

In approving such services, the Audit Committee did not rely on the pre-approval waiver provisions of the applicable rules of the SEC.

Audit Committee’s Pre-Approval Policies and Procedures

Audit Fees: For ~~2022,~~2023, the Committee reviewed and pre-approved the audit services and estimated fees for the year. Throughout the year, the Committee received project updates and approved or ratified amounts that significantly exceeded the original estimates, if any.

Audit-Related and Non-Audit Services and Fees: Annually, and otherwise as necessary, the Committee reviews and pre-approves all audit-related and non-audit services and the estimated fees for such services. For recurring services, such as tax compliance and statutory filings, the Committee reviews and pre-approves the services and estimated total fees for such matters by category and location of service.

For non-recurring services, such as special tax projects, due diligence, or other tax services, the Committee reviews and pre-approves the services and estimated fees by individual project. Up to an approved threshold amount, the Committee has delegated approval authority to the Committee Chair.

For both recurring and non-recurring services, the projected fees are updated quarterly and the Committee considers and, if appropriate, approves any amounts exceeding the original estimates.

Should an engagement need pre-approval before the next Committee meeting, the Committee has delegated to the Committee Chair authority to grant such approval up to an approved spending threshold. Thereafter, the entire Committee will review such approval at its next quarterly meeting.

~~2023~~
			2024 Proxy Statement			Page 15

Table of Contents

Report of the Audit Committee

The Audit Committee assists the Board in overseeing various matters, including: (i) the integrity of the Company’s financial statements; (ii) all material aspects of the Company’s financial reporting, internal accounting control and audit functions; (iii) the qualifications and independence of the independent auditors; and (iv) the performance of the Company’s internal audit function and independent auditors.

The Audit Committee’s oversight includes reviewing with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures. Management has the responsibility for the implementation of these activities and is responsible for the Company’s internal controls, financial reporting process, compliance with laws and regulations and the preparation and presentation of the Company’s financial statements.

Ernst & Young LLP (“EY”), the Company’s registered public accounting firm for ~~2022,~~2023, is responsible for performing an independent audit of the consolidated financial statements and an audit of the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (U.S.) (“PCAOB”) and issuing reports with respect to these matters, including expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles.

In connection with the Company’s December 31, ~~2022~~2023 financial statements, the Committee: (i) has reviewed and discussed the audited financial statements with management (including management’s assessment of the effectiveness of the Company’s internal control over financial reporting and EY’s audit of the Company’s internal control over financial reporting for ~~2022)~~2023); (ii) has discussed with EY the matters required to be discussed by the applicable requirements of the PCAOB and SEC; and (iii) has received and discussed with EY the written disclosures and letter from EY required by the PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with EY its independence from the Company.

As part of such discussions, the Committee has considered whether the provision of services provided by EY, not related to the audit of the consolidated financial statements and internal control over financial reporting referred to above or to the reviews of the interim consolidated financial statements included in the Company’s quarterly reports on Form ~~10‑Q,~~10-Q, is compatible with maintaining EY’s independence. (Above is a report on audit fees, tax fees, and other fees the Company paid EY for services performed in ~~2022~~2023 and ~~2021.~~2022.) The Committee has concluded that EY’s provision of non-audit services to the Company and its subsidiaries is compatible with its independence.

Based on these reviews and discussions, the Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form ~~10‑K~~10-K for ~~2022.~~

2023.


			Audit Committee

			Nancy Calderon (Chair)
			Steven Berglund
			Judy L. Brown
			YY Lee



THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR ~~2023.~~ 2024.


Page 16			2024 Proxy Statement


~~Page 16~~	~~2023 Proxy Statement~~

Table of Contents

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Note: Throughout this section, the Company utilizes adjusted results and other non-GAAP measures to describe Company performance. For a reconciliation of each non-GAAP measure to its most closely comparable GAAP measure, please see the Form ~~8‑K~~8-K filed with the SEC by the Company on February 8, ~~2023.~~

2024.

A NOTE FROM THE BELDEN COMPENSATION COMMITTEE

Valued Belden Stockholders:

The Committee would like to thank Belden’s stockholders for another year of loyal support in ~~2022.~~2024. For the ~~eleventh~~twelfth consecutive year, our Say-on-Pay proposal was supported by over 94% of the voted shares. This level of support is commensurate with what we believe to be a stockholder-friendly compensation design. Our shareholder engagement efforts allow us to better understand the individual points of view of our top holders. We believe that all of our stockholders benefit from this continuous dialogue.

~~2022~~

2023 was a significant year for Belden in many ~~ways.~~ways, and the Company was able to deliver a record adjusted earnings per share of $6.83. The Company made material progress on the execution of important strategic measures designed to make the Company stronger well into the future, including the successful divestiture of the Company’s Tripwire cybersecurity business. The Company also made significant progress ongreat strides in its ~~organic growth strategies and~~ continuing evolution tointo a complete solutions provider while ~~successfully~~ managing continuing inflationary pressures, ~~and~~ unpredictable supply chain ~~challenges.~~challenges, and an unanticipated channel destocking in the second half of 2023. As a result of ~~these items~~the actions taken by the Company in 2023 and the actions expected to be taken in ~~2023,~~2024, the Company is well-positioned for success in the future and well-positioned to continue to make ~~investments in its future, both~~ organic and inorganic strategic investments, while keeping leverage ~~low.~~

low, even in the face of an uncertain demand environment.

As the Compensation Committee, it is our duty to ensure that the Belden compensation program is appropriately designed to reward excellent performance, but it is also our duty to hold management accountable for suboptimal performance. We believe the program is functioning properly in this regard. The Company performed exceptionally well ~~in 2022, as demonstrated by~~through the ~~achievement~~first half of a2023, but results failed to meet expectations during second half of the year. Even so, the Company was able to deliver record ~~full year~~ adjusted earnings per share of $6.42. However, even in the face of excellent overall performance, the Company did not achieve all of its stated goals in 2022. As a result of the Company’s decision to increase inventory levels in order to mitigate supply chain concerns of its customers, the Company did not meet its established working capital turn targets for 2022.and expanded margins. The compensation program held management accountable to the originally stated goals even inas is it became clear during the ~~face~~second half of ~~excellent overall financial performance.~~the year that the originally stated goals would not be achieved as a result of channel destocking and macroeconomic factors. As a result, ~~of the Company’s strong overall performance,~~ annual cash incentive plan payouts, which utilize a one year measuring period, are ~~higher~~lower than target ~~amounts, but less than the maximum possible payout~~ amounts. Performance stock units granted to executives and other senior managers ~~in 2020~~ will convert into shares of Belden ~~common~~ stock for the ~~second~~third consecutive ~~year.~~

year, continuing to strengthen the alignment of Belden’s executives and its shareholders.

In June of 2022, the Compensation Committee created the Stretch Achievement Share Award program to incentivize management to publicly establish and reach an adjusted earnings-per-share goal of $8.00 or more by 2025, more than a 67% increase over the Company’s $4.78 adjusted earnings per share in 2021. Pursuant to the terms of the Stretch Achievement Share Award program, if the Company exceeds certain adjusted earnings per share targets, recipients of 2022 performance stock units ~~in February of 2022~~ will receive additional shares of Belden common stock equal to a conversion factor between 0.5 and 1.0 multiplied by the number of shares of Company common stock received by the recipient upon conversion, if any, of the 2022 PSUs. We believe that this special incentive opportunity will drive performance levels not reached in the 120-year history of Belden and we hope that you will agree that its cost will pale in comparison to the value such performance will create for stockholders.

In February of 2023, certain newly promoted Belden managers, including the Company’s President and CEO, were granted additional 2022 PSUs, which are eligible for the Stretch Achievement Share Award enhancement, in order to put those managers in the position they would have been in had they been in their current roles in June of 2022, and to ensure that those managers are properly incentivized to deliver optimal long-term results for shareholders.

Discipline on our executive compensation is what our stockholders expect and deserve. We believe that after reviewing the materials that follow, you will continue to agree that we are performing our duty of aligning pay with performance and aligning the interests of our executives with those of our stockholders. Therefore, we request your support for Belden’s ~~2023~~2024 Say-on-Pay proposal. If at any time you would like to discuss the compensation program, we are available to address your questions. Thank you for your consideration.

The Belden Inc. Compensation Committee


LANCE BALK, CHAIR			DAVID ALDRICH			JONATHAN KLEIN

~~2023~~
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I.Introduction

In this section, we discuss our compensation program as it pertains to the ~~individual~~two individuals who acted as our chief executive officer during ~~2022,~~2023, our chief financial officer during ~~2022,~~2023, and our three other most highly compensated executive officers who were serving at the end of ~~2022.~~2023. We refer to these ~~five~~six persons throughout as the “named executive officers” or our “NEOs”.

For ~~2022,~~2023, our named executive officers were:


~~Roel Vestjens~~ Ashish Chand			President and Chief Executive Officer

Jeremy Parks			Senior Vice President, Finance, and Chief Financial Officer

Brian Anderson			Senior Vice President, Legal – General Counsel and Corporate Secretary
~~Ashish Chand~~
Brian Lieser			Executive Vice President, Industrial Automation Solutions
~~Anshuman Mehrotra~~
Leah Tate			~~Executive~~Senior Vice President, ~~Broadband~~Human Resources

Roel Vestjens			Former President and 5G Chief Executive Officer

II.Executive Summary

As noted by our Compensation Committee above, ~~2022~~2023 was ~~an outstanding~~a notable year in a number of ways. The business as a whole ~~experienced exceptional~~faced unanticipated headwinds in the second half of 2023 that caused the Company to fall short of our expectations, but nevertheless posted strong financial performance ~~to expectations during 2022,~~– including record adjusted earnings per ~~share.~~share for the second consecutive year. Some of the financial highlights of the consolidated business, included the following (see the Company’s Form 8-K filed on February 8, ~~2023~~2024 for a reconciliation of GAAP financial measures to non-GAAP measures):

•

~~Adjusted Revenues of $2.606 billion, with adjusted EBITDA margin of 17.0%;~~

•Adjusted Revenues of $2.512 billion, with adjusted EBITDA margin of 17.4%;•

~~Adjusted EBITDA of $444 million;~~

•Adjusted EBITDA of $438.1 million;•

~~Adjusted EPS of $6.41, a Company record; and~~

•Adjusted EPS of $6.83, a Company record; and

•Free cash flow of $216.7 million.

•

~~Free cash flow of $220 million.~~

The Company’s ~~2022~~2023 overall financial results and the individual performance of our NEOs are discussed under Annual Cash Incentive Plan Awards beginning on page 22.

Our compensation program design takes into account several stockholder friendly features, including:

•

~~Performance stock unit awards granted under the long term incentive plan (“LTIP”) with the following features:~~

•Performance stock unit awards granted under the long term incentive plan (“LTIP”) with the following features:•

~~Performance measurement period of three years.~~

•Performance measurement period of three years.•

~~Two factor performance metrics.~~

•Two factor performance metrics.•

~~Use of a relative measure (total stockholder return relative to the S&P 1500 Industrials Index).~~

•Use of a relative measure (total stockholder return relative to the S&P 1500 Industrials Index).•

~~No provision for any accrued dividend equivalents.~~

•No provision for any accrued dividend equivalents.•

~~Rigorous goals for the realization of target ACIP and LTIP compensation set against objective measures.~~

•Rigorous goals for the realization of target ACIP and LTIP compensation set against objective measures.•

~~Perquisite-light compensation structure with no change-in-control-related excise tax gross-ups.~~

•Perquisite-light compensation structure with no change-in-control-related excise tax gross-ups.•

~~Replacement of employment contracts with a uniform executive severance plan.~~

•Replacement of employment contracts with a uniform executive severance plan.•

~~Double trigger change-in-control provisions for severance and for accelerated vesting in equity awards.~~

•Double trigger change-in-control provisions for severance and for accelerated vesting in equity awards.•

~~No history of option repricing or cash buyouts of underwater options.~~

•No history of option repricing or cash buyouts of underwater options.•

~~Equity plans do not have evergreen share authorizations and do not allow for aggressive share recycling.~~

•Equity plans do not have evergreen share authorizations and do not allow for aggressive share recycling.•

~~Robust director and officer ownership guidelines, including six times annual base salary for the Chief Executive Officer.~~

•Robust director and officer ownership guidelines, including six times annual base salary for the Chief Executive Officer.•

~~No guaranteed ACIP or LTIP awards for officers. Both plans also contain award caps. The Chief Executive Officer’s maximum ACIP payout is capped at 200% of target.~~

•No guaranteed ACIP or LTIP awards for officers. Both plans also contain award caps. The Chief Executive Officer’s maximum ACIP payout is capped at 200% of target.

III. ~~2022~~2023 Say-on-Pay Review

For the ~~eleventh~~twelfth consecutive year, our executive compensation program was endorsed by a vast majority of our stockholders. With over 94% of our shares voting on the issue, we received ~~98.02%~~98.53% of voted shares in favor of the proposal, with only ~~1.93%~~1.38% opposing and 0.05% abstaining. We believe this is a reflection of the transparency of our program, which is clearly aligned with the interests of our stockholders. Based on this strong endorsement, and the view of our Compensation


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Committee that the program is performing properly, we did not make any material changes to the basic structure of the ~~program. However,~~program in ~~order to incentive management to achieve the publicly~~

2023.


~~Page 18~~	~~2023 Proxy Statement~~

communicated stretch goal of achieving $8.00 earnings per share during or prior to 2025, the Compensation Committee granted Stretch Achievement Share Awards that may be achieved if the Company achieves a least $7.50 in earnings per share during or before 2025. As a result of this modification, each performance stock unit granted in 2022 has the potential to convert into four Belden shares if all measurement criteria are maximized.IV.

~~IV.~~ Compensation Objectives and Elements

A.Objectives

Belden’s executive compensation program is designed to support the interests of stockholders by rewarding executives for achievement of the Company’s specific business objectives, which for the NEOs in ~~2022~~2023 included net income, ~~from continuing operations,~~ EBITDA, and revenue, ~~operating working capital turns and inventory turns.~~either for the Company as a whole or related to the business unit that an NEO manages. The overarching principles of the program are:

•Maximizing stockholder value by allocating a significant percentage of compensation to performance-based pay that is dependent upon achievement of the Company’s performance goals, without encouraging excessive or unnecessary risk taking;

•Aligning executives’ interests with stockholder interests by providing significant stock-based compensation and expecting executives to have a long-term perspective by holding the stock they earn in compliance with our ownership guidelines;

•Attracting and retaining talented executives by providing competitive compensation opportunities; and

•Rewarding overall corporate results while recognizing individual contributions and behaviors consistent with our values.


			2024 Proxy Statement•			Maximizing stockholder value by allocating a significant percentage of compensation to performance-based pay that is dependent upon achievement of the Company’s performance goals, without encouraging excessive or unnecessary risk taking; Page 19

•

Aligning executives’ interests with stockholder interests by providing significant stock-based compensation and expecting executives to have a long-term perspective by holding the stock they earn in compliance with our ownership guidelines;

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B.Elements•

~~Attracting and retaining talented executives by providing competitive compensation opportunities; and~~

•

~~Rewarding overall corporate results while recognizing individual contributions and behaviors consistent with our values.~~

~~2023 Proxy Statement~~

~~Page 19~~

~~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.

~~Performance Stock Units (“PSUs”)~~

~~Annual Cash Compensation~~

~~Long-Term Incentive Compensation~~

~~Stock Appreciation Rights (“SARs”)~~

~~Annual Cash Incentive Plan (“ACIP”) Opportunity~~

~~Base Salary~~

~~Restricted Stock Units (“RSUs”)~~

▪	~~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~~

▪	~~Objective: Rewards for the Company’s stock price appreciation~~

▪	~~Represents 25% of target long-term incentive opportunity~~

▪	~~Vests equally over three years and has 10-year term~~

▪	~~Has no value when market price is below the grant date price~~

▪	~~Objective: Compensates individuals based on job type and level within the Company~~

▪	~~Eligible for merit-based increases in connection with annual performance review~~

▪	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

▪	~~2022~~2023 PSUs may or may not result in the delivery of Belden shares in ~~2025~~2026 based on Company performance from ~~2022-2024,~~2023-2025, and 2022-2025 in the case of Stretch Achievement Share Awards

▪	~~Potential~~2022 PSUs have the potential to be enhanced if Company achieves $7.50 or more of EPS by 2025

Performance Stock Units (“PSUs”)

Stock Appreciation Rights (“SARs”)

▪

Objective: Rewards for the Company’s stock price appreciation

▪Represents 25% of target long-term incentive opportunity

▪Vests equally over three years and has 10-year term

▪Has no value when market price is below the grant date price

Long-Term Incentive Compensation

Restricted
Stock Units (“RSUs”)

▪Objective: Supports retention and aligning stockholder and executive incentives

▪	Represents 25% of target long-term incentive opportunity

▪

Cliff vest three years after grant date

Annual Cash Incentive Plan (“ACIP”) Opportunity

▪Objective: Rewards achievement of the Company’s performance targets and individual performance; zeros out if performance is below certain thresholds

▪Based on target ACIP amount, which is a percentage of base salary

▪If earned, paid annually following the computation and release of year-end financial results

Annual Cash Compensation

Base Salary

▪Objective: Compensates individuals based on job type and level within the Company

▪Eligible for merit-based increases in connection with annual performance review

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.

C.Pay for Performance Philosophy

Our ability to execute on our strategic plan relies on implementation of our talent management program. We continually seek to hire and retain high performing and high potential managers to both drive performance today and build a dependable bench of successors for the future. The principles of the program are as follows:

•

~~We believe that providing the highest reward to those who deliver the highest levels of performance creates an environment where everyone is motivated to continually improve and strive for their best;~~

•We believe that providing the highest reward to those who deliver the highest levels of performance creates an environment where everyone is motivated to continually improve and strive for their best;

•We set objective performance measures and hold ourselves accountable for delivery of the results and our own performance;

•We believe that performance is both what you do and how you do it, so we measure specific delivery of results and how effectively we have lived our values in the current calendar year;

•We use our annual performance and compensation review process to assess performance in the year and allocate greater reward to those who deliver the highest performance relative to other members of a particular team; and

•We provide honest and timely feedback to each other on performance and opportunities to continuously improve, so that everyone has the opportunity to be the very best at what they do.


Page 20			2024 Proxy Statement•			~~We set objective performance measures and hold ourselves accountable for delivery of the results and our own performance;~~

•

~~We believe that performance is both what you do and how you do it, so we measure specific delivery of results and how effectively we have lived our values in the current calendar year;~~

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•

We use our annual performance and compensation review process to assess performance in the year and allocate greater reward to those who deliver the highest performance relative to other members of a particular team; and

•

~~We provide honest and timely feedback to each other on performance and opportunities to continuously improve, so that everyone has the opportunity to be the very best at what they do.~~


~~Page 20~~	~~2023 Proxy Statement~~

We believe that this philosophy has provided an appropriate balance to drive continuous improvement while retaining high performers through challenging times. More importantly, we believe the incentives we provide for achievement without rewarding under-performance contributes to our industry-leading employee engagement while aligning the interests of our managers closely with those of our customers and investors.

D. Compensation Design

Role of Compensation Consultant

Following an analysis based on rules promulgated by the NYSE, the Compensation Committee retained Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant during ~~2022.~~2023. Meridian reported directly to the Committee. The Committee generally relies on the independent compensation consultant to provide it with comparison group benchmarking data and information as to market practices and trends, and to provide advice on key Committee decisions.

In ~~2022,~~2023, Meridian provided advice to the Compensation Committee and management in connection with the composition of peer companies we use for benchmarking purposes and the design of our annual cash incentive and long-term incentive programs.

Benchmarking and Survey Data

In determining total compensation levels for our NEOs, the Compensation Committee reviews market trends in executive compensation and a competitive analysis prepared by the independent compensation consultant, which compares our executive compensation to both the companies in the comparator group described below and to broader market survey data. The Compensation Committee also considers other available market survey data on executive compensation philosophy, strategy and design. The Company’s compensation philosophy is to target base salaries at the 50th percentile of the competitive market. Individual executives may have base salaries above or below the target based on their individual performances, internal equity and experience. As discussed above, at-risk incentive compensation components have the potential to reward our executives at levels above industry medians, but only when the Company is outperforming the industry.

The Compensation Committee chose our comparator group from companies in the primary industry segments in which the Company operates and competes for talent.

The comparator group companies for ~~2022~~2023 were as follows:



A.O. Smith Corporation	CommScope Holding Company, Inc.			IDEX Corporation		~~Roper Technologies, Inc.~~ 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		~~Zurn Water Solutions~~
~~Carlisle Companies Incorporated~~	~~Hubbell Incorporated~~	~~Rogers Corp.~~

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 ~~2023,~~2024, 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.

V. ~~2022~~2023 Compensation Analysis

A.Base Salary Adjustments

Salaries of executive officers are ordinarily reviewed annually and at the time of a promotion or other change in responsibilities. Increases in salary are based on a review of the individual’s performance against objective performance measures, the competitive market, the individual’s experience and internal equity. For executives who earn a composite individual performance score of 0.91 or more, base salaries may be adjusted using a merit salary increase matrix, discussed below. An executive who scores less than 0.91 and fails to improve his or her performance may be subject to disciplinary action, including dismissal.


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The executive is scored on our merit salary increase matrix that is annually reviewed by the Committee and, if appropriate, revised to reflect the competitive market, based on the salary survey data noted above. The executive’s salary is classified based on three

~~2023 Proxy Statement~~

~~Page 21~~

categories: below market, market and above market. Company-wide, the ranking system, which assigns personal performance factors ranging from 0.5 to 1.5, is designed to take the form of a normal distribution.

~~2022~~

2023 Merit Increase Guidelines for Named Executive Officers

Personal Performance Factor

Current Salary

Current

Salary as a % of

Midpoint

0.50–0.90

0.91–1.10

1.11–1.50

~~Current Salary~~

Above Market

106% and Above

~~Midpoint~~

0%-4.5%

~~0.50–0.90~~

~~0.91–1.10~~

~~1.11–1.50~~

3.5%-8.0%

Market

95%-105%

0%-5.5%

4%-10.0%

~~Above~~

Below Market

Below 95%

~~Above 105%~~

4.5%-9.0%

~~0%-3%~~

~~2%-6%~~

7.5%-16.0%

~~Market~~

~~95%-105%~~

~~0%-4%~~

~~4%-9%~~

~~Below Market~~

~~Below 95%~~

~~3%-6%~~

~~6%-11%~~

The timing and amount of any salary adjustment will be based on the executive’s annual overall performance ranking and whether the executive falls “below,” “at” or “above” market as compared to the median of the applicable market data noted above.

For example, an executive with an overall ranking of “1.25” who is “above market” will receive a lower salary increase than an executive with a ranking of “1.25” who is “below market”.

The named executive officers’ salaries as of December 31, ~~2022~~2023 are provided in the following table.

Name

Annual Base Salary at
December 31, 2022

Mr. Vestjens

$
1,000,000

Mr. Parks

$
543,900

Mr. Anderson

$
488,400

Mr. Chand

$
531,463

Mr. Mehrotra

$
420,000


Name						Annual Base Salary at December 31, 2023

Dr. Chand						$900,000

Mr. Parks						$587,412

Mr. Anderson						$527,472

Mr. Lieser						$440,000

Ms. Tate						$448,200

B.Annual Cash Incentive Plan Awards

Executive officers participate in our annual cash incentive plan. Overall, we had ~~1,672~~2,047 employees participate in the plan’s ~~2022~~2023 performance offering. Under the plan, participants earn cash awards based on the achievement of Company and individual performance goals. For ~~2022,~~2023, the amount paid under the plan to all participants was approximately ~~$34.996~~$20.513 million or approximately ~~7.14%~~4.74% of adjusted net income before ACIP expense. This compares to approximately 7.1%, 10.9%, 9.2%, ~~3.9%,~~ and ~~3.4%,~~3.9% in 2022, 2021, 2020, ~~2019,~~ and ~~2018,~~2019, respectively, as shown below:

(Dollar amounts
in thousands)

2022

2021

2020

2019

2018

Adjusted Net Income from
   Continuing Operations

$
317,393

$
216,942

$
123,536

$
209,974

$
289,645

Tax effected ACIP Expense
   (assuming 30% rate) (a)

$
24,497

$
26,427

$
12,538

$
8,562

$
10,128

Adjusted Net Income
   Before ACIP Expense (b)

$
341,792

$
243,369

$
136,074

$
218,536

$
299,773

Reflected as a percentage
   (a divided by b)

7.17
%

10.86
%

9.21
%

3.92
%

3.38
%
Form 8-K in which adjusted
   net income is reconciled to
   GAAP net income

February 8, 2023

February 9, 2022

February 10, 2021

February 4, 2020

February 20, 2019


(Dollar amounts in thousands)	2023			2022			2021			2020			2019

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

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


~~Page 22~~	~~2023 Proxy Statement~~

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

In 2012, based on the fact that the Chief Executive Officer’s personal performance factor (“PPF”) had consistently been equal to or greater than 1.0, the Compensation Committee removed the component from the calculation of the Chief Executive Officer’s ACIP award. The Committee desired to avoid any perception that the PPF was simply serving as a


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second multiplier to the CEO’s award. Given his direct reporting relationship to the Board, the Committee is comfortable that ~~Mr. Vestjens~~Dr. Chand is fully accountable without the need of the additional lever to adjust his ACIP award downward or upward.

Target Percentages

For ~~2022,~~2023, each NEO’s ACIP Target Percentages were as follows: ~~Mr. Vestjens–130%~~Dr. Chand 75%, ~~Mr. Chand–75%,~~increasing to 120% upon his appointment as President and CEO on February 22, 2023; Messrs. Anderson and Parks – 70%,; Mr. ~~Mehrotra–70%~~Lieser – 50%, increasing to 75% upon his appointment as Executive Vice President, ~~Broadband & 5G~~Industrial Automation Solutions on ~~September 1, 2022.~~

February 22, 2023; and Ms. Tate – 70%. Mr. Vestjens was not eligible to participate in the Annual Cash Incentive Plan in 2023 as a result of his resignation in February 2023.

Financial Factors

Performance targets for calculating the Financial Factors were based on net income, ~~from continuing operations,~~ revenue, ~~EBITDA, operating working capital turns~~ and ~~inventory turns.~~EBITDA. In addition, as discussed further below, the performance stock units (“PSUs”) had performance targets based on relative total stockholder return and free cash flow. In an effort to reinforce and enhance Belden’s “One Belden” philosophy, every ACIP eligible Belden associate’s financial factor includes, at least in part, the consolidated Belden financial factor that measures the Company’s performance as a whole. As illustrated below, in order to ensure that we are rewarding performance that drives stockholder value, ACIP financial factors and long-term equity incentive plan performance targets flow from and support the strategic financial goals we communicate to our investors.


2023 Strategic Plan Financial Goals						ACIP/PSU Financial Factors

Performance Factor Determination and Adjustments

The performance factors we use that make up the Financial Factor support our short- and long-range business objectives and strategy. We have selected multiple factors because we believe no one metric is sufficient to capture the performance we are seeking to achieve and any one metric in isolation may not promote appropriate management performance. Management and the Board believe that income from continuing operations and EBITDA are the financial metrics most clearly aligned with the enhancement of stockholder value. Therefore, they are weighted heavily in our consolidated and platform targets. Additionally, revenue growth has been highlighted by our stockholders as a key component of value creation. Consistent with our Lean manufacturing philosophy, continuous improvement in inventory and working capital turnover remains a high corporate priority.

In setting performance goals, we consider our annual and long-range business plans and factors such as our past variance to targeted performance, economic and industry conditions, and our industry performance. We set challenging, realistic goals that will motivate performance within the top quartile of our comparator group. We recognize that the metrics may need to change over time to reflect new priorities and, accordingly, review these performance metrics at the beginning of each performance period.

In ~~2022,~~2023, threshold, target and maximum levels for the performance factors that make up the Financial Factors were set to challenge management to achieve upper quartile performance, including with respect to consolidated revenue, consolidated net income, and consolidated EBITDA.

Officers with company-wide responsibilities ~~(Messrs. Vestjens,~~(Dr. Chand, Messrs. Parks and ~~Anderson)~~Anderson, and Ms. Tate) were measured using consolidated performance. ~~Mr.~~Dr. Chand, during his tenure as Executive Vice President of Industrial Automation Solutions, was compensated based on the performance of the Industrial Automation segment. Mr. ~~Mehrotra,~~Lieser, who ~~had company-wide~~has responsibilities ~~during his tenure as Senior Vice President, Sales and Marketing and now has specific responsibilities related to~~focused


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on the Company’s ~~Broadband & 5G business as the Executive Vice President of~~

~~2023 Proxy Statement~~

~~Page 23~~

~~Broadband & 5G,~~Industrial Automation Solutions platform, was compensated ~~on a mixture of consolidated and Broadband & 5G performance~~ based on ~~portion of~~ the ~~year he spent in each position.~~Industrial Automations Solutions platform performance as well. The applicable factors and weighting percentages are set at the beginning of each performance period as depicted below and illustrated in further detail on Appendix I.

Dr. Chand


Factor			Weight

Consolidated Belden Net Income			33.33%

Consolidated Belden EBITDA			25%

Consolidated Belden Revenues			25%

Industrial Automation EBITDA			8.33%

Industrial Automation Revenue			4.16%

Consolidated Belden Financial Factor			4.16%

Messrs. ~~Vestjens,~~ Parks and Anderson,

Ms. Tate


Factor	Weight

Consolidated Belden Net Income		40%

Consolidated Belden EBITDA	~~25%~~	30%

Consolidated ~~Revenue~~ Belden Revenues	~~25%~~	30%
~~Consolidated Working Capital Turns~~

Mr. Lieser


Factor	~~25%~~	Weight
~~Consolidated Net Income from Continuing Operations~~
Industrial Automation EBITDA	~~25%~~

~~Mr. Chand~~

~~Factor~~	~~Weight~~		50%

Industrial Automation Revenue					25%
~~Industrial Automation Solutions EBITDA~~
Consolidated Belden Financial Factor				~~50%~~	25%
~~Industrial Automation Solutions Revenue~~				~~25%~~
~~Industrial Automation Solutions Inventory Turns~~		~~25%~~

~~Mr. Mehrotra~~

~~Factor~~	~~Weight~~

~~Consolidated EBITDA~~		~~16.67%~~
~~Consolidated Revenue~~		~~16.67%~~
~~Consolidated Working Capital Turns~~		~~16.67%~~
~~Consolidated Net Income from Continuing Operations~~		~~16.67%~~
~~Broadband and 5G EBITDA~~		~~16.67%~~
~~Broadband & 5G Revenues~~		~~8.33%~~
~~Broadband & 5G Operating Working Capital Turns~~		~~8.33%~~

Consistent with the terms of the annual cash incentive plan, the performance factors were adjusted to reflect certain unusual events that occurred during the year. The Compensation Committee and the Audit Committee meet jointly to analyze and approve the adjustments recommended by management. The Committees agree that it was appropriate to adjust the financial performance targets for these matters to properly capture our operating results and to eliminate the potential for managers delaying strategic decisions beneficial to the Company in the long term (e.g., restructuring) because of the impact of those decisions on short-term financial metrics or ~~benefitting~~benefiting from favorable one-time adjustments or unbudgeted events (such as acquisitions).

For each individual financial performance factor, threshold, target and maximum amounts are set by the Compensation Committee. Actual performance at the threshold level is reflected with a Financial Factor score of 0.5, actual performance at the target level is reflected with a Financial Factor score of 1.0 and actual performance at or above the maximum level is reflected with a Financial Factor score of 2.0. Performance between the threshold and target and between the target and maximum are interpolated on a linear basis. Actual performance below the threshold would result in a component score of 0 and the failure to achieve at least threshold performance on the consolidated net income/segment EBITDA component would result in an overall Financial Factor of 0. Because Financial Factors are capped at 2.0 and because, as described below, he does not have a Personal Performance Factor, the CEO’s ACIP payout cannot mathematically be higher than 200% of his or her target payout.


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Table of Contents

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 ~~2022~~2023 Financial Factors for the NEOs are as follows:


Named Executive Officer	Financial Factor

Dr. Chand			0.81

Mr. ~~Vestjens~~ Parks		~~1.50~~	0.80

Mr. ~~Parks~~ Anderson		~~1.50~~	0.80

Mr. ~~Anderson~~ Lieser		~~1.50~~	0.92
~~Mr. Chand~~
Ms. Tate		~~1.63~~	0.80
~~Mr. Mehrotra~~		~~1.26~~

Personal Performance Factor

In addition to the Financial Factor, the ACIP payout for each named executive officer, other than ~~Mr. Vestjens,~~the CEO, is modified based on a Personal Performance Factor (“PPF”). As discussed above, the Committee feels that the consolidated Financial Factor is the best reflection of the CEO’s personal performance and, thus, the CEO does not have a separate PPF. The other NEO’s objectives are agreed upon between the NEO and the CEO. At the end of the year, the parties measure progress relative to the objectives, as well as an assessment of how effectively the individual has lived the Company’s values during the year. The CEO scores each NEO’s PPF on a scale of 0.50 to 1.50.

The personal performance goals reflected in the Personal Performance Factor measure the attainment of short- and long-term goals that often are in furtherance of achieving objectives set out in our three-year strategic plan. Personal performance goals can be qualitative in nature and the determination of the NEO’s degree of attainment of them generally requires the judgment of ~~Mr. Vestjens.~~the CEO. The values scoring is, by definition, subjective based on the manager’s observations throughout the year, as well as feedback collected from others inside and outside of the organization.

As a general rule, the higher in the organizational structure that one sits, the more global in scope are his or her personal objectives. Mr. Parks, as the CFO, had objectives in the areas of talent management, information technology and investor relations performance, but also focused other objectives on areas specific to the finance function, e.g., accounting, tax and capital structure. As global functional leads ~~Messrs.~~Mr. Anderson and ~~Mehrotra~~Ms. Tate had objectives that connected them to the corporate priorities of stockholder value enhancement, sales growth, and stakeholder and customer satisfaction with an increased emphasis on environmental, social and governance concerns. As Executive Vice ~~Presidents~~President of Belden’s Industrial Automation Solutions ~~and Broadband & 5G businesses, respectively,~~ the ~~objectives of~~ Mr. ~~Chand and Mr. Mehrotra~~Lieser’s objectives were supportive of goals of the ~~businesses they manage. Their~~Industrial Automation Solutions business. His objectives related to the areas of growth, both organic and inorganic, talent management with an emphasis on diversity, equity and inclusion and operational excellence through the continued institution of Lean enterprise principles. In 2023, all officers and their direct reports ~~will have~~also had metrics in their personal performance factors related to the Company’s ESG objectives.

The ~~2022~~2023 Personal Performance Factors for the NEOs, other than ~~Mr. Vestjens,~~Dr. Chand, as approved by the Committee ranged from ~~1.13~~0.97 to ~~1.35.~~

1.05.

Annual Cash Incentive Plan Payouts

Based on the preceding discussion, each NEO’s annual cash incentive plan award is as shown in the table below. The awards were paid out following adoption of the Financial Factors and Personal Performance Factors by the Committee in February 2024. As a result of his resignation in February 2023, Mr. Vestjens did not receive an annual cash incentive plan award in 2023.

	~~2022~~
		2023 ACIP Award

NEO					($)
~~NEO~~
Dr. Chand			~~($)~~		823,500

Mr. ~~Vestjens~~ Parks				~~1,950,000~~	342,109

Mr. ~~Parks~~ Anderson				~~685,314~~	298,338

Mr. ~~Anderson~~ Lieser				~~615,384~~	292,468
~~Mr. Chand~~
Ms. Tate				~~877,113~~	263,542
~~Mr. Mehrotra~~				~~425,953~~

~~2023 Proxy Statement~~

~~Page 25~~

C.Long Term Incentive Awards

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


			2024 Proxy Statement			Page 25

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officer’s LTI grant made up of SARs that have value only if Belden’s stock price increases and PSUs that only convert into Belden shares if certain performance metrics are achieved, the plan emphasizes our Pay-for-Performance. For ~~2022,~~2023, executive officers received 50% of their LTI award (discussed below) under the plan in the form of PSUs, 25% in the form of SARs and 25% in the form of RSUs.

Individual performance, the competitive market, executive experience and internal equity were factors used to determine the total dollar value of SARs, RSUs and PSUs granted to each executive officer in ~~2022,~~2023, which we refer to as the “Long-Term Incentive Value”, or “LTI Value”.

LTI Value

Each executive is assigned a target LTI value (expressed as a % of base salary) based on the factors described above. We then use the following matrix to determine actual grant size as a % of target:

PPF

0.85 – 1.15

1.16 – 1.50

Percentage of Target LTI

70% – 120%

100% – 190%

An officer did not receive an equity award in ~~2022~~2023 if his or her ~~2021~~2022 Personal Performance Factor was less than 0.85. In ~~2022, Mr. Vestjens~~2023, Dr. Chand had an LTI Target of 400% of his base salary, ~~Messrs. Chand and~~Mr. Parks ~~each~~ had a Target LTI percentage of 160% of his base salary, Messrs. Anderson and Lieser had LTI percentages of 150% of their respective base salaries, ~~Mr. Anderson~~and Ms. Tate had a Target LTI Percentage of 120% of ~~his~~her base ~~salary,~~salary. Mr. Vestjens resigned prior to the award of LTI Compensation in 2023 and, ~~Mr. Mehrotra had~~as a result, did not have an LTI ~~Target Percentage of 100% of his base salary.~~

Target.

To illustrate the LTI Value matrix, assume a base salary of $400,000 and a Target LTI percentage of 50%. The Target LTI Value is $200,000. Assuming the officer’s PPF is 1.0, he or she would receive equity valued between $140,000 and $240,000. If the same officer’s PPF is 1.20, he or she would receive equity valued between $200,000 and $380,000. The exact amount granted within the range for each individual is at the discretion of the individual’s immediate supervisor (the “LTI Award”).

As previously discussed, the NEOs received 50% of their LTI Award in the form of PSUs, 25% in the form of SARs and 25% in the form of RSUs. We use the Black-Scholes-Merton (“Black-Scholes”) option pricing formula to calculate SAR values. Instead of using the grant date stock price as the input in the Black-Scholes formula, we use a one-year average price of the stock (the “Average Belden Stock Price”). That same price is utilized to determine the number of PSUs granted.

In summary, the LTI Award is allocated into the number of units resulting from the following formulas:

PSUs = 50% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit.

SARs = 25% of the LTI Award divided by the Black-Scholes value of a Belden SAR, rounded to the nearest unit.

RSUs = 25% of the LTI Award divided by the Average Belden Stock Price, rounded to the nearest unit.

Half of the PSUs granted in ~~2022~~2023 will be measured based on total stockholder return (TSR) relative to the S&P 1500 Industrials Index. The other half of the PSUs will be measured based on cumulative consolidated free cash flow, as adjusted for certain restructuring expenses in connection with acquisition integration and other changes to the Company. The PSU agreements state that following the three-year performance period, a conversion factor ranging from 0 to 2.0 will be applied to each award. The sum of the results of that formula, rounded to the nearest whole unit, is the gross number of Belden shares the officer will receive. The actual number of shares to be distributed will be net of any required withholding taxes.

The PSUs granted in ~~2022~~2023 will be measured on the performance period from ~~February 22, 2022~~March 7, 2023 (the grant date) to December 31, ~~2024,~~2025, in the case of the TSR-based PSUs, and January 1, ~~2022~~2023 to December 31, ~~2024,~~2025, in the case of the free cash flow-based PSUs.

Conversion will be effected based on threshold, target and maximum levels.

For the PSUs based on relative TSR, threshold performance results in a conversion factor of 0.25, target performance results in a conversion factor of 1.00 and maximum performance results in a conversion factor of 2.00. Performance between threshold and target and between target and maximum are interpolated on a linear basis.

For the PSUs based on consolidated free cash flow, threshold performance results in a conversion factor of 0.50, target performance results in a conversion factor of 1.00 and maximum performance results in a conversion factor of 2.00. Performance between threshold and target and between target and maximum are interpolated on a linear basis. PSUs drive performance against targets during the three-year performance period, as PSUs will not convert to Belden shares if performance thresholds are not achieved.


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To incentivize management to achieve the publicly stated stretch goal of achieving $8.00 or more of earnings-per-share prior to the end of 2025, the Compensation Committee awarded Stretch Achievement Share Awards to the recipients of PSU awards in 2022. In connection with promotions earned between the original grant date of the Stretch Achievement Share Awards and March of 2023, the Committee granted additional 2022 PSUs to Dr. Chand, Mr. Lieser and Ms. Tate. If the Company’s earnings-per-share exceeds the stated threshold of $7.50, the Stretch Achievement Share Awards will result in 2022 PSU recipients receiving an additional number of shares calculated by multiplying the number of shares resulting from the ~~participants~~conversion, if any, of 2022 ~~PSU grant~~PSUs multiplied by a conversion factor between 0.5 and 1.0 based on the Company’s earnings-per-share (EPS) achievement, as measured based on audited full-year financial results. For example, if a recipient was granted 100 PSUs in 2022 and the 2022 PSUs convert to Belden shares at a conversion ratio of 1.0 and Belden achieves $8.00 of earnings-per-share, the recipient would receive 200 Belden shares (1.00 x 100 + (1.00 x 100)). Shares awarded in connection with the Stretch Achievement Share Awards, if any, will be distributed in the first quarter of 2026, unless the Company achieves $8.00 of earnings-per-share ~~prior to 2025,~~in 2024, in which case Stretch Achievement Share Awards will be distributed in the first quarter of 2025.

SARs provide a material incentive for executives to increase the Company’s share price during their ten-year term, and they serve as a retention tool because they take three years to fully vest.

RSUs provide executives with an interest in the company designed to align the interest of the executives and stockholders, and they also serve as a retention tool because they cliff vest only after the passage of time, normally three years.

At its ~~February 2022~~March 2023 meeting, the Compensation Committee approved equity award grants in the form of ~~159,230~~114,361 SARs, ~~99,600~~106,467 PSUs and ~~66,392~~53,234 RSUs to ~~155~~168 employees. ~~In June, 2022, the Stretch Achievement Share Awards were granted to the recipients of February 2022 PSU grants.~~

~~2022~~

2023 Equity Awards to NEOs

NEO

SARs⁽¹⁾

PSUs

RSUs

Mr. Vestjens

39,793

33,184

16,592

Mr. Parks

8,657

7,220

3,610

Mr. Anderson

5,830

4,862

2,431

Mr. Chand

11,572

9,650

4,825

Mr. Mehrotra⁽²⁾

4,417

3,683

4,342

(1)	~~The Committee granted the listed SARs to the NEOs at the closing price of Belden stock on February 22, 2022 ($53.79), the grant date of the awards.~~

~~(2)~~

~~In addition to RSUs awarded in the ordinary course in February of 2022, Mr. Mehrotra was granted 2,500 RSUs upon his appointment as Executive Vice President, Broadband & 5G in August 2022.~~


NEO	SARs(2)	PSUs	RSUs

Dr. Chand(3)	24,096	42,651	11,218

Mr. Parks	8,009	7,457	3,729

Mr. Anderson	5,884	5,479	2,739

Mr. Lieser(4)	4,418	7,490	2,057

Ms. Tate(5)	5,000	7,681	2,328

~~2020‑~~

(1)Mr. Vestjens did not receive any Equity Awards in 2023 as a result of his resignation in February 2023.

(2)The Committee granted the listed SARs to the NEOs at the closing price of Belden stock on March 7, 2023 ($85.77), the grant date of the awards.

(3)In addition to PSUs awarded in the ordinary course in March of 2023, Dr. Chand was granted an additional 20,216 2022 PSUs on March 7, 2023 in connection with his promotion to President and Chief Executive Officer.

(4)In addition to PSUs awarded in the ordinary course in March of 2023, Mr. Lieser was granted an additional 3,377 2022 PSUs on March 7, 2023 in connection with his promotion to the position of Executive Vice President, Industrial Automation Solutions.

(5)In addition to PSUs awarded in the ordinary course in March of 2023, Ms. Tate was granted an additional 3,026 2022 PSUs on March 7, 2023 in connection with her promotion to the position Senior Vice President – Human Resources.

2021-2023 PSU Grant

The Company utilizes a three-year performance measurement period for its PSUs. The three-year performance measurement period for PSUs granted in ~~2020~~2021 ended on December 31, ~~2022.~~2023. At its February ~~2023~~2024 meeting, the Compensation Committee certified a conversion ratio of ~~2.00~~1.89 for the free cash flow PSUs granted in ~~2020,~~2021, and a conversion ratio of 2.00 for the relative TSR PSUs granted in ~~2020,~~2021, resulting in an aggregate performance factor of 2.00 and each NEO receiving 2.00 shares of Belden stock for each PSU in connection with this grant. The threshold, target, maximum and actual performance are shown below:

Factor

Threshold

Target

Maximum

Actual

Factor

Threshold

Target

Maximum

Actual

Relative TSR

25^th

Percentile

50^th

Percentile

75^th

Percentile

79^th Percentile

Relative TSR

25th

Percentile

50th

Percentile

75th

Percentile

79th Percentile

Consolidated Free Cash Flow

208,000,000

346,000,000

484,000,000

536,000,000

Consolidated Free Cash Flow

297,000,000

495,000,000

693,000,000

672,000,000

~~2023~~
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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. ~~The threshold, target and maximum levels for free cash flow were reset in 2020 in response to COVID-19.~~

Shares Awarded upon Conversion of 2020 PSUs

Shares Awarded upon Conversion of 2021 PSUs					Shares Awarded upon Conversion of 2021 PSUs
NEO	PSUs		Shares		NEO	PSUs	Shares
Mr. Vestjens		7,857		15,714
Dr. Chand					Dr. Chand	10,764	20,936
Mr. Parks		—		—	Mr. Parks	8,993	17,491
Mr. Anderson		4,622		9,244	Mr. Anderson	6,662	12,958
Mr. Chand		6,748		13,496
Mr. Mehrotra		—		—
Mr. Lieser					Mr. Lieser	2,763	5,374
Ms. Tate					Ms. Tate	1,434	2,789
Mr. Vestjens					Mr. Vestjens	40,147	0

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.

VI.Compensation Policies and Other Considerations

Stock Ownership Guidelines

To align their interests with those of the Company’s stockholders, the Company’s executive officers must hold stock with value of at least three times their annual base salary (six times in the case of the CEO). Officers have five years from the date they are appointed as an officer or promoted to acquire the appropriate shareholdings. In addition, officers must make interim progress toward the ownership requirement during the five-year period – 20% after one year, 40% after two years, 60% after three years and 80% after four years. For purposes of determining ownership, unvested RSUs and the value of vested but unexercised, in-the-money options and SARs are included. For calculation purposes, the Company uses the higher of the current trading price or the acquisition price. As of March ~~28, 2023~~26, 2024 (our record date for the annual meeting), each of the named executive officers either met his interim or five-year stock ownership guideline. In accordance with Company policy, an officer is prohibited from selling Belden stock until the officer meets the applicable guideline.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended, precludes the Company from taking a federal income tax deduction for compensation paid in excess of $1 million to our “covered employees” (which included the CEO and our three other most highly-compensated executive officers, other than the Chief Financial Officer, for years prior to 2018 and now includes all NEOs, including the CFO). Prior to 2018, this limitation did not apply to “performance-based” compensation. While the Compensation Committee has generally attempted to maximize the tax deductibility of executive compensation, the Compensation Committee believes that the primary purpose of our compensation program is to support the Company’s business strategy and the long-term interests of our shareholders. Therefore, the Compensation Committee has maintained the flexibility to award compensation that may not be tax deductible if doing so furthers the objectives of our executive compensation program.

Under the December 2017 U.S. tax reform, the exception to Section 162(m) for performance-based compensation was repealed for tax years beginning after December 31, 2017, subject to certain transition and grandfathering rules. Despite these new limits on the deductibility of performance-based compensation, the Compensation Committee continues to believe that a significant portion of our named executive officers’ compensation should be tied to the Company’s performance. Therefore, it is not anticipated that the changes to Section 162(m) will significantly impact the design of our compensation program going forward.

Annual non-equity based incentive compensation and PSUs for our Named Executive Officers are unguaranteed, subject to maximum payout amounts based on the achievement of the performance objectives established by the Compensation Committee annually. These objectives are selected by the Compensation Committee from among the performance metrics in the annual incentive plan for non-equity based compensation and the long term incentive plan for the PSUs. The Compensation Committee may exercise discretion to adjust the award based on an assessment of Company and individual performance. Also, our compensation plans comply with the requirements of Internal Revenue Code Section 409A, which requires that nonqualified deferred compensation arrangements must meet specific requirements.

In accordance with FASB ASC Topic 718, for financial statement purposes, we expense all equity-based awards over the period earned based upon their estimated fair value at grant date.


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Executive Compensation Recovery

In accordance with the Sarbanes-Oxley Act of 2002, the CEO and the CFO must forfeit certain bonuses and profits if the Company is required to restate its financial statements as a result of misconduct. In addition, if the Board of Directors determines that any other executive officer has engaged in fraudulent or intentional misconduct that results in the Company restating its financial statements because of a material inaccuracy, the Company, as permitted by law, will seek to recover any cash incentive compensation or other equity-based compensation (including proceeds from the exercise of a stock option or SAR) received by the officer from the Company during the 12-month period following the first public issuance or filing with the SEC of the financial statement required to be restated. ~~The Company is revisiting its clawback policies following~~Following the issuance of final rules by the SEC implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).

, the Company adopted its Policy for the Recovery of Erroneously Awarded Compensation on November 30, 2023.

Insider Trading; Hedging and Pledging of Company Stock

Company policy requires executive officers and directors to consult the Company’s legal department prior to engaging in transactions involving Belden stock. In order to protect the Company from exposure under insider trading laws, executive officers and directors are encouraged to enter into pre-programmed trading plans under Securities Exchange Act Rule ~~10b5‑1.~~10b5-1. The Company will not approve hedging or monetization transactions including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities. Executive officers and directors are prohibited from utilizing margin accounts to engage in transactions in Belden stock and from pledging Belden stock for any purpose. Such restrictions do not apply to non-executive officer employees.

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 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.

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.

Aircraft

The Company owns and from time-to-time leases corporate aircraft to provide flexibility to executive officers and other associates to allow more efficient use of executive time for Company matters. The Nominating and Corporate Governance Committee reviews management’s use of corporate aircraft throughout the year to confirm that it is consistent with this philosophy and in full compliance with the regulations promulgated by the Federal Aviation Administration, the Internal Revenue Service and the Securities and Exchange Commission.

Benefits and Perquisites

The named executive officers receive retirement and health care benefits on a consistent basis with other Belden employees. As described in Pension Benefits and Nonqualified Deferred Compensation, excess defined benefit and defined contribution plans are offered to eligible U.S. employees. In order to attract and retain talented officers, we have provided certain other compensation to our NEOs. It is our practice to not provide tax gross-ups for any perquisites provided to executive officers other than in extraordinary circumstances.

~~2023~~
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Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis section of this proxy statement. Based on such review and discussion, the Compensation Committee recommended to the Board of Belden that the Compensation Discussion and Analysis be included in the proxy statement.


			Compensation Committee

			Lance Balk (Chair)
	David Aldrich
	Jonathan Klein

Compensation and Risk

We consider the variable, pay-for-performance components of our compensation programs to assess the level of risk-taking these elements may create. The variable components of our compensation programs offered to management (including our executives) are our annual cash incentive plan and long-term incentive awards program. We believe the way we select and set performance goals and targets with multiple levels of performance; using gradually sloped payout curves that do not provide large payouts for small incremental improvements; and confirming the achievement of performance before issuing the awards, all reduce the potential for management’s excessive risk-taking or poor judgment. Consistent with sound risk management, we limit the annual cash incentive award by capping the financial factor component at two times the target, as well as capping the awards themselves at the lesser of three times target or $5 million. The long-term incentive is limited through the use of a fixed percentage of the participant’s base salary. In addition, we require that executive officers adhere to stock ownership guidelines to promote a long-term focus and have adopted a compensation recovery policy in the event of fraudulent or intentional misconduct that leads to a restatement of our financial results.

We also consider our variable compensation programs offered to other associates. These are primarily incentive programs offered to sales and marketing associates. We believe the way we administer these programs reduces the potential of their causing a material adverse impact on the Company through excessive risk-taking. We have customer contract practices with respect to operating margins, customer creditworthiness, and channel management that are designed to reduce poor judgment in connection with entering into sales contracts having unreasonable terms. Sales targets are not designed to provide large payouts that are either based on small incremental improvement or overly aggressive goals that could induce excessive risk-taking by the salesperson. These programs are monitored throughout the performance period to ensure they are being properly administered. The results are subject to multiple levels of approval, including through the involvement of internal and external audit resources.

Pay versus Performance

									Average
									summary			Average			Value of Initial fixed $100
									compensation			compensation			investment based on:
	Summary		Summary						table total			actually paid						Peer
	Compensation		Compensation						to non-PEO			to non-PEO						group
	table total		table total		Compensation		Compensation		named			named			Total			total							Adjusted
	for		for		actually paid		actually paid		executive			executive			shareholder			shareholder			Net				Earnings
	PEO (Vestjens)		PEO (Stroup)		to NEO (Vestjens)		to NEO (Stroup)		officers			officers			return			return			Income				Per Share
Year	($)		($)		($)		($)		($)			($)			($)			($)			($)				($)
(a)	(b)		(b)		(c)		(c)		(d)			(e)			(f)			(g)			(h)				(i)

								Average summary compensation table total to non-PEO named executive officers ($) (d)
Year (a)
Year (a)
Year (a)																													Summary Compensation Table total For PEO (Chand)		Summary Compensation table total for PEO (Vestjens) ($) (b)	Summary Compensation table total for PEO (Stroup) ($) (b)	Compensation actually paid To NEO(Chand)	Compensation actually paid to NEO (Vestjens) ($) (c)	Compensation actually paid to NEO (Stroup) ($) (c)	Total shareholder return ($) (f)	Peer group total shareholder return ($) (g)	Net Income ($) (h)	Adjusted Earnings Per Share ($) (i)
2023																											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		—		15,432,523					2,101,935			3,822,182			132			128				254,822,000				6.41		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	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	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

~~(1)~~

~~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 2022, our non-PEO named executive officers were Messrs. Parks, Anderson, Chand, and Mehrotra. In 2021, our non-PEO named executive officers were Messrs. Parks, Anderson, Chand, Mehrotra, and Mr. Henk Derksen. In 2020, our non-PEO named executive officers were Messrs. Derksen, Anderson, Chand, and Mr. Dean McKenna.

(1)Dr. Chand and Mr. Roel Vestjens each shared as our PEO for a portion of 2023. Mr. Vestjens was our principal executive officer (PEO) for the full year in each of 2022 and 2021. For 2020, Mr. Vestjens and Mr. John Stroup each served as PEO for a portion of the year. In 2023, our Non-PEO named executive officers were Messrs. Parks, Anderson and Lieser, and Ms. Tate. In 2022, our non-PEO named executive officers were Messrs. Parks and Anderson, Dr. Chand, and Mr., Anshu Mehrotra. In 2021, our non-PEO named executive officers were Messrs. Parks, Anderson, and Mehrotra, Dr. Chand, and Mr. Henk Derksen. In 2020, our non-PEO named executive officers were Messrs. Derksen and Anderson, Dr. Chand, and Mr. Dean McKenna.

(2)For each of 2023, 2022, 2021, and 2020 (each, a “Covered Year”), in determining both the compensation “actually paid” to our PEO(s) and the average compensation actually paid to our non-PEO named executive officers for purposes of this Pay Versus Performance table (“PVP Table”), we deducted from or added back to the total amounts of compensation reported in column (b) or (d), as applicable, for such Covered Year, the following amounts:


Page 30			~~(2)~~2024 Proxy Statement			For each of 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:

Table of Contents


Item and Value Added (Deducted)	2023	2022	2021	2020
For Dr. Chand
- change in actuarial present value of pension benefits	$0	-	-	-
		-	-	-
+ service cost of pension benefits	$0	-	-	-

+ prior service cost of pension benefits	$0	-	-	-

- SCT “Stock Awards” column value	$9,767,895	-	-	-
		-	-	-
- SCT “Option Awards” column value	$950,346	-	-	-

+ Covered year-end fair value of outstanding equity awards granted in Covered Year	$6,883,385	-	-	-

+/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years	$40,982	-	-	-
		-	-	-
+ vesting date fair value of equity awards granted and vested in Covered Year	$0	-	-	-

+/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year	$691,788	-	-	-

- prior year-end fair value of prior-year equity awards forfeited in Covered Year	$0	-	-	-

+ includable dividends/earnings paid or accrued on equity awards during Covered Year	$16,424	-	-	-

For Mr. Vestjens
- change in actuarial present value of pension benefits	$0	$0	$0	$0

+ service cost of pension benefits	$0	$0	$0	$0

+ prior service cost of pension benefits	$0	$0	$0	$0

- SCT “Stock Awards” column value	$0	$3,026,712	$3,077,646	$1,133,356

- SCT “Option Awards” column value	$0	$874,650	$895,635	$197,989

+ Covered year-end fair value of outstanding equity awards granted in Covered Year	$0	$11,481,543	$7,506,516	$968,550

+/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years	$0	$943,557	$930,622	$(663,721)

+ vesting date fair value of equity awards granted and vested in Covered Year	$0	$0	$0	$0

+/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year	$586,309	$(35,512)	$546,513	($95,009)

- prior year-end fair value of prior-year equity awards forfeited in Covered Year	$(13,923,078)	$0	$0	$0

+ includable dividends/earnings paid or accrued on equity awards during Covered Year	$0	$7,770	$8,329	$4,881

For Mr. Stroup

- change in actuarial present value of pension benefits	-	-	-	$448,473
	-	-	-
+ service cost of pension benefits	-	-	-	$178,758

+ prior service cost of pension benefits	-	-	-	$0
- SCT “Stock Awards” column value	-	-	-	$6,835,918
	-	-	-
- SCT “Option Awards” column value	-	-	-	$0
+ Covered year-end fair value of outstanding equity awards granted in Covered Year	-	-	-	$4,312,695


~~Page 30~~			~~2023~~2024 Proxy Statement			Page 31

Item and Value Added (Deducted)
2022
2021
2020
For Mr. Vestjens

- change in actuarial present value of pension benefits
$0
$0
$0
+ service cost of pension benefits
$0
$0
$0
+ prior service cost of pension benefits
$0
$0
$0
- SCT “Stock Awards” column value
$3,026,712
$3,077,646
$1,133,356
- SCT “Option Awards” column value
$874,650
$895,635
$197,989
+ Covered year-end fair value of outstanding equity awards granted in Covered Year
$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
$943,557
$930,622
$(663,721)
+ vesting date fair value of equity awards granted and vested in Covered Year
$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
$(35,512)
$546,513
($95,009)
- prior year-end fair value of prior-year equity awards forfeited in Covered Year
$0
$0
$0
+ includable dividends/earnings paid or accrued on equity awards during Covered Year
$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
$0
$6,839
$78,767
+ service cost of pension benefits
$10,348
$18,682
$22,350
+ prior service cost of pension benefits
$0
$0
$0
- SCT “Stock Awards” column value
$624,214
$1,314,184
$826,883
- SCT “Option Awards” column value
$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
$2,243,314
$2,135,122
$693,974
+/- change in fair value of outstanding equity awards granted in prior years
$311,697
$396,261
$(441,802)
+ vesting date fair value of equity awards granted and vested in Covered Year
$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
$(57,911)
$38,593
$(17,327)
- prior year-end fair value of prior-year equity awards forfeited in Covered Year
$0
$221,889
$0
+ includable dividends/earnings paid or accrued on equity awards during Covered Year
$4,479
$4,286
$4,649

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~~(3)~~

~~For each Covered Year, our total shareholder return~~¹ 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 NYSEon 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 ($71.90 per share and $


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

¹(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 NYSEon December 31, 2019 through and including the last day of the fiscal year covered (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period ($77.25 per share and $55.79 per share, respectively), divided by (b) our closing share price at the beginning of the Measurement Period ($55.79 per share). Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

~~Note to Draft~~: Must use essentially the same methodology used to calculate company and peer group TSR for purposes of the Regulation S-K Item 201(e) performance graph required to be included in annual reports (the “Performance Graph”).

~~2023 Proxy Statement~~

~~Page 31~~

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 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.

~~(4)~~(5)The Company selected measure is Adjusted Earnings Per Share, as presented in the Company’s 2023 Annual Report on Form 10-K, filed on February 8, 2024.

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)~~(6)As a result of SEC Guidance released in November of 2023, the Compensation Actually Received figures related to 2022 have been revised to account for the change in value of PSUs between the end of their measurement period, in this instance December 31, 2022, and their February 2023 distribution date.

~~The Company selected measure is Adjusted Earnings Per Share, as presented in the Company’s 2023 Annual Report on Form 10-K, filed on February 24, 2023.~~

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


Page 32			2024 Proxy Statement

Table of Contents

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.


~~Page 32~~			~~2023~~2024 Proxy Statement			Page 33

~~2023 Proxy Statement~~

~~Page 33~~

Table of Contents

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 ~~2022~~2023 to our performance:

Performance Measure

2022 Consolidated Net Income

$
285,400,000

2022 Consolidated EBITDA

$
443,600,000

2022 Consolidated Revenue

$
2,606,000,000

Relative Total Shareholder Return (S&P Industrial 1500 Index) (2020-2022)

79%

Consolidated Free Cash Flow (2020-2022)

$
536,000,000

2022 Adjusted Earnings Per Share

$
6.41


Performance Measure

2023 Consolidated Net Income			$242,556,000

2023 Consolidated EBITDA			$438,100,000

2023 Consolidated Revenue			$2,512,084

Relative Total Shareholder Return (S&P Industrial 1500 Index) (2021-2023)			79%

Consolidated Free Cash Flow (2021-2023)			$216,692

2023 Adjusted Earnings Per Share			$6.83


Page 34			~~2023~~2024 Proxy Statement

Table of Contents

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~~officers during ~~2022 was~~2023 were Roel Vestjens, Former President and Chief Executive Officer, and Ashish Chand, President and Chief Executive Officer.

Belden’s median employee was determined by reviewing the cash compensation paid to all Belden employees worldwide¸ excluding certain de minimis jurisdictions under item 402(u) of Regulation S-K, but including Belden employees based in countries where the cost of living and average salaries in the market are substantially lower than the United States, from December 1, 2021 through November 30, 2022.

Neither Belden’s overall employee population nor its employee compensation arrangements changed materially in 2023 in a way that Belden believes would result in a significant change to its pay ratio disclosure. As a result, the same median employee identified by Belden in 2023 serves as the median employee for the purposes of the 2024 pay ratio disclosure.

Once the median employee was identified, the calculation of annual total compensation for that median employee was determined in the same manner as the “Total Compensation” shown for Mr. Vestjens and Dr. Chand in the Summary Compensation Table contained herein. Compensation elements that were included in the annual total compensation for the median employee include: cash compensation received in ~~2022,~~2023, matching payments related to Company retirement plans, and any other compensation received in 2022. Belden’s median employee was located in a jurisdiction other than the United States. As a result, his or her compensation was converted to US dollars based on the average exchange rate between the local currency and USD in ~~2022.~~

2023.

The median total annual compensation of Belden associates, excluding Mr. Vestjens and Dr. Chand, in ~~2022~~2023 was ~~$39,532.45.~~$40,821.04. As disclosed herein, Mr. Vestjens’ and Dr. Chand’s total reported ~~2022~~2023 compensation was ~~$6,936,527.~~$12,927,130. Accordingly, ~~Mr. Vestjens~~Belden’s principal executive officers’ reported ~~2022~~2023 compensation was approximately ~~175.46~~316.68 times that of the median of the total annual compensation of all employees other than ~~Mr. Vestjens.~~

the principal executive officers.

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.

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; and

•Potential Payments Upon Termination or Change-in-Control.


			2024 Proxy Statement•			~~Summary Compensation Table;~~ Page 35

•

~~Grants of Plan-Based Awards;~~

Table of Contents

•

~~Outstanding Equity Awards at Fiscal Year-End;~~

•

~~Option Exercises and Stock Vested;~~

•

~~Pension Benefits;~~

•

~~Nonqualified Deferred Compensation; and~~

•

~~Potential Payments Upon Termination or Change-in-Control.~~

~~2023 Proxy Statement~~

~~Page 35~~

SUMMARY COMPENSATION TABLE

Change

in Pension

Non-

Value and

Equity

Nonqualified

Incentive

Deferred

Plan

Compen-

All Other

Stock

Option

Compen-

sation

Compensa-

Salary⁽¹⁾

Bonus⁽²⁾

Awards⁽³⁾

Awards⁽⁴⁾

sation⁽⁵⁾

Earnings⁽⁶⁾

tion⁽⁷⁾

Total
Name and Principal

Year

($)

($)

($)

($)

($)

($)

($)

($)
Position (a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Roel Vestjens

2022

946,875

—

3,026,712

874,650

1,950,000

—

138,290

6,936,527
President and

2021

778,125

—

3,077,646

895,635

1,996,313

—

83,604

6,831,323
Chief Executive Officer

2020

424,594

—

1,133,356

197,989

858,000

—

34,252

2,648,191

Jeremy Parks

2022

530,425

—

668,247

190,281

685,314

—

182,143

2,256,410
Senior Vice

2021

459,375

271,259

1,197,960

200,624

735,735

—

119,343

2,984,296
President, Finance,

and Chief Financial Officer

Brian Anderson

2022

476,300

—

443,463

128,143

615,384

—

49,574

1,712,864
Senior Vice President, Legal

2021

440,000

—

510,708

148,629

720,720

34,195

40,062

1,894,314
General Counsel and Corporate Secretary

2020

305,008

50,000

713,275

116,471

258,342

124,468

27,815

1,595,379
Ashish Chand

2022

523,942

—

880,177

254,353

877,113

—

396,868

2,932,453
Executive Vice President,

2021

494,285

—

3,723,987

240,138

865,219

—

280,777

5,604,406
Industrial Automation

2020

395,738

—

784,956

170,042

287,930

—

802,029

2,440,695
Anshu Mehrotra

2022

415,000

—

504,967

97,086

425,954

—

63,004

1,506,011
Executive Vice President,

2021

385,608

400,000

1,138,266

102,362

655,200

—

20,076

2,701,512
Broadband & 5G

~~(1)~~

~~Salaries are amounts actually received.~~

~~(2)~~

~~Reflects cash bonuses paid to Messrs. Parks and Mehrotra upon hiring and Mr. Anderson upon the successful divestiture of the Company’s Live Media Business.~~


Name and Principal Position (a)	Year (b)	Salary(1) ($) (c)	Bonus(2) ($) (d)	Stock Awards(3) ($) (e)	Option Awards(4) ($) (f)	Non- Equity Incentive Plan Compen- sation(5) ($) (g)	Change in Pension Value and Nonqualified Deferred Compen- sation Earnings(6) ($) (h)	All Other Compen- sation(7) ($) (i)	Total ($) (j)

Ashish Chand	2023	847,102	—	9,767,895	950,346	823,500	—	369,390	12,758,233

President and	2022	523,942	—	880,177	254,353	877,113	—	396,868	2,932,453

Chief Executive Officer	2021	494,285	—	3,723,987	240,138	865,219	—	280,777	5,604,406

Jeremy Parks	2023	576,534	—	1,073,627	315,875	342,109	35,157	137,721	2,481,023

Senior Vice	2022	530,425	—	668,247	190,281	685,314	—	182,143	2,256,410

President, Finance, and Chief Financial Officer	2021	459,375	271,259	1,197,960	200,624	735,735	—	119,343	2,984,296

Brian Anderson	2023	517,704	—	788,769	232,065	298,338	154,559	80,383	2,071,818

Senior Vice President - Legal,	2022	476,300	—	443,463	128,143	615,384	—	49,574	1,712,864

General Counsel and Corporate Secretary	2021	440,000	—	510,708	148,629	720,720	34,195	40,062	1,894,314

Brian Lieser	2023	431,388	—	1,684,318	174,246	292,468	—	703,421	3,285,841

Executive Vice President, Industrial Automation
Leah Tate	2023	439,900	—	1,648,836	197,200	263,542	—	122,347	2,671,825

Senior Vice President, Human Resources
Roel Vestjens	2023	148,148	—	—	—	—	—	20,749	168,897
Former President and	2022	946,875	—	3,026,712	874,650	1,950,000	—	138,290	6,936,527
Chief Executive Officer	2021	778,125	—	3,077,646	895,635	1,996,313	—	83,604	6,831,323

~~(3)~~(1)Salaries are amounts actually received.

~~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 2022 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, 2022.


~~Page 36~~	~~2023 Proxy Statement~~

(2)Reflects cash bonus paid to Mr. Parks upon hiring.

(3)Reflects the aggregate grant date fair value with respect to awards of stock for each named officer computed in accordance with FASB ASC Topic 718. See Grants of Plan-Based Awards Table for 2023 stock awards to the named officers. The assumptions used in calculating these amounts are described in Note 21: Share-Based Compensation, to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Some of the amounts listed in column (e) represent the grant date fair value of performance share units (“PSUs”) based on the assumption that the Company would meet its performance goals at the target level, resulting in one share of Belden stock, being issued to the officer for each PSU. Performance over the relevant three-year measurement period at ~~140% of target~~maximum levels or greater (in the case of PSUs based on free cash flow) or at or greater than the 75th percentile (in the case of PSUs based on relative TSR) could result in the issuance of two shares of Belden stock for each PSU. Additionally, PSUs granted in connection with the Stretch Achievement Share Awards on March 7, 2023 were valued based on the Company’s expected performance over the award period as of the date of the grant, taking into account the portion of the award period that has already elapsed. Accordingly, the 2022 PSU awards granted in 2023 were valued assuming that each SASA award would convert into double the shares of Belden common stock issued upon conversion of the 2022 PSUs. During each performance period, the Company periodically analyzes performance and makes appropriate adjustments to the amount of stock-based compensation expense it records. Based on this structure, the maximum grant date fair values of the stock awards for each NEO (in dollars), ~~including those associated with restating the performance thresholds associated 2020 PSUs,~~ are as follows:


	Dr. Chand	Mr. Parks	Mr. Anderson	Mr. Lieser	Ms. Tate	Ms. Vestjens

2023	12,035,737	1,827,418	1,342,613	3,192,208	3,098,000	—

2022	2,761,684	2,085,676	1,391,430			9,496,763

2021	5,999,239	1,684,526	871,155			5,249,799

(4)

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

Mr.
Vestjens

Mr.
Parks

Mr.
Anderson

Mr.
Chand

Mr.
Mehrotra

2022

9,496,763

2,085,676

1,391,430

2,761,684

1,223,050

2021

5,249,799

1,684,526

871,155

5,999,239

1,386,500

2020

1,839,291

—

1,139,927

1,306,644

—

~~(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, 2022 The amounts shown above include the maximum grant date fair value for the PSUs issued in 2022.

~~(5)~~
Page 36			~~Represents amounts earned under the Company’s annual cash incentive plan as approved by the Compensation Committee at its February 2022 meeting.~~ 2024 Proxy Statement

~~(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.

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~~(7)~~(5)Represents amounts earned under the Company’s annual cash incentive plan as approved by the Compensation Committee at its February 2024 meeting.

~~The amounts (in dollars) shown in column (i) for 2022 consist of the following:~~

Life

Company’s

Insurance

Contributions

and Long

In Its Defined

Term

Tax

Restricted

LTI

Contribution

Disability

Preparation

Stock

Cash

Housing

Total

Plan

Benefits

Costs

Dividends

Airfare

Bonus

Allowance

Roel Vestjens

138,290

118,718

4,863

7,500

7,209

—

—

—

Jeremy Parks

182,143

43,252

2,733

—

748

67,526

—

67,884

Brian Anderson

49,574

40,141

4,327

4,800

306

—

—

—

Ashish Chand

396,868

52,728

5,418

—

1,159

—

87,563

250,000

Anshu Mehrotra

63,004

34,434

5,052

—

1,209

3,184

—

19,125

(6)The amounts in this column reflect the increase in the actuarial present value of the accumulated benefits under the Company’s defined benefit plans in which the named executives participate. None of the named executives received above-market or preferential earnings on deferred compensation.

(7)The amounts (in dollars) shown in column (i) for 2023 consist of the following:


	Total	Company’s Contributions In Its Defined Contribution Plan	Life Insurance and Long Term Disability Benefits	Tax Preparation Costs	Restricted Stock Dividends	Airfare	Tax Gross Up/ Equalization	Housing Allowance	Moving Expenses

Ashish Chand	369,390	85,240	5,867	15,765	2,603	—	9,915	250,000

Jeremy Parks	137,721	22,500	4,650	—	1,496	41,191	—	67,884	—

Brian Anderson	80,383	58,639	6,886	2,375	12,483	—	—	—	—

Brian Lieser	703,421	41,939	7,014	38,990	778	—	580,856	18,011	15,833

Leah Tate	122,347	48,746	4,066	—	485	—	—	69,049	—

Roel Vestjens	20,749	8,889	810	11,050	–	—	—	—	—

Dr. Chand received a housing rental allowance of $250,000 in 2021 and 2022 that remained in place in 2023.

Mr. Parks maintains his primary residence in Buffalo, New York. He receives reimbursement of airfare related to travel to and from St. Louis, Missouri, where he spends a significant amount of time, and a housing allowance to secure living arrangements in the St. Louis area.

Mr. ~~Chand~~Lieser received ~~a housing rental allowance of $250,000~~tax gross up payments in ~~2021 and 2022 that remains~~connection with his expatriate assignment in ~~place in 2023. Mr. Chand,~~Germany prior to his appointment to Belden’s senior leadership team, elected to receive a portion of his 2020 Long Term Incentive Plan compensation in the form of a cash bonus that vests based on the performance of the business over the 2020-2022 time period. His LTI Cash election in 2020 resulted in the receipt of an $87,563 payment in 2022.

~~Mr. Mehrotra~~as Senior Vice President, Industrial Automation Solutions.

Ms. Tate maintains ~~his~~her primary residence in ~~Chicago, Illinois. He receives reimbursement of airfare related~~Indianapolis, Indiana. She received a housing allowance in 2023 to ~~travel to and from Syracuse, NY,~~secure living arrangements in the St. Louis, Missouri, area, where heshe spends a significant amount of ~~time, and a housing allowance to secure a corporate apartment in the Syracuse area.~~

time.

~~2023~~
			2024 Proxy Statement			Page 37

Table of Contents

GRANTS OF PLAN-BASED AWARDS


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#) (3) (i)	All Other Option Awards: Number of Securities Underlying Options(4) (#) (j)	Exercise or Base Price of Option Awards(5) ($ per Share) (k)	Grant Date Fair Value of Stock and Option Awards ($) (l)
Name (a)	Grant Date (b)	Award Type	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)

Ashish Chand		ACIP	506,250	1,012,500	2,025,000
	3/07/2023	RSU							11,218			962,168
	3/07/2023	PSU				8,413	22,435	44,870				2,267,842
	3/07/2023	PSU				7,581	20,216	80,864				3,268,942
	3/07/2023	SAR								24,096	85.77	950,346
Jeremy Parks		ACIP	205,594	411,188	1,233,565
	3/07/2023	RSU							3,729			319,836
	3/07/2023	PSU				2,796	7,457	14,914				753,791
	3/07/2023	SAR								8,009	85.77	315,875
Brian Anderson		ACIP	184,615	369,230	1,107,690
	3/07/2023	RSU							2,739			234,924
	3/07/2023	PSU				2,055	5,479	10,958				553,845
	3/07/2023	SAR								5,884	85.77	232,065
Brian Lieser		ACIP	245,667	311,668	935,000
	3/07/2023	RSU							2,057			176,429
	3/07/2023	PSU				1,542	4,113	8,226				415,763
	3/07/2024	PSU				1,266	3,377	13,508				546,063
	3/07/2023	SAR								4,418	85.77	174,246
Leah Tate		ACIP	156,870	313,740	941,220
	3/07/2023	RSU							2,328			199,673
	3/07/2023	PSU				1,746	4,655	9,310				470,551
	3/07/2024	PSU				1,135	3,026	12,104				489,306
	3/07/2023	SAR								5,000	85.77	197,200

(1)

The amounts in column (c) represent the cash payment under the Company’s annual cash incentive plan (“ACIP”) that would have been made if the threshold performance for 2023 was met, including a personal performance factor of 0.5; the amounts in column (d) represent the cash payment under ACIP that would have been made if the target performance for 2023 was met; and the amounts in column (e) represent the maximum cash payment under ACIP, the lesser of three times target or $5 million. For Dr. Chand, the maximum cash payment under ACIP is two times target because the company financial factor is capped at 2.0 and because a personal performance factor is not utilized for him. For Dr. Chand and Mr. Lieser, Threshold, Target, and Maximum amounts are pro-rated to account for their promotions to their current positions in February 2023.

All

Other

Stock

Awards:

All Other

Grant

Number

Option

Exercise

Date Fair

of

Awards:

or Base

Value of

Estimated Future Payouts Under

Estimated Future Payouts

Shares

Number of

Price of

Stock

Non-Equity Incentive Plan

Under Equity Incentive Plan

of

Securities

Option

and

Awards(1)

Awards(2)

Stock or

Underlying

Awards(5)

Option

Grant

Award

Threshold

Target

Maximum

Threshold

Target

Maximum

Units

Options(4)

($ per

Awards

Name

Date

Type

($)

($)

($)

(#)

(#)

(#)

(#) (3)

(#)

Share)

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

Roel Vestjens

ACIP

650,000

1,300,000

2,600,000

2/22/2022

RSU

16,592

892,484

2/22/2022

PSU

12,444

33,184

132,736

2,134,229

2/22/2022

SAR

39,793

53.79

874,650

Jeremy Parks

ACIP

190,365

380,730

1,142,190

2/22/2022

RSU

3,610

194,182

2/22/2022

PSU

2,708

7,220

28,880

474,065

2/22/2022

SAR

8,657

53.79

190,281

Brian Anderson

ACIP

170,940

341,880

1,025,640

2/22/2022

RSU

2,431

130,763

2/22/2022

PSU

1,823

4,862

19,448

312,699

2/22/20022

SAR

5,830

53.79

128,143

Ashish Chand

ACIP

199,299

398,597

1,195,792

2/22/2022

RSU

4,825

259,537

2/22/2022

PSU

��
3,619

9,650

38,600

620,640

2/22/2022

SAR

11,572

53.79

254,353

Anshu Mehrotra

ACIP

150,500

301,000

903,000

2/22/2022

RSU

1,842

99,081

8/22/2022

RSU

2,500

168,950

2/22/2022

PSU

1,382

3,684

14,736

236,936

2/22/2022

SAR

4,417

53.79

97,086

(2)The Compensation Committee granted performance stock unit awards (PSUs) at its March 7, 2023 meeting. The PSUs granted in 2023 will be measured on the performance period from March 7, 2023 (the grant date) to December 31, 2025, in the case of the TSR-based PSUs, and January 1, 2023 to December 31, 2025, in the case of the free cash flow-based PSUs. Any payout arising from the 2023 PSUs will be made in shares of Belden stock in 2026. The conversion factor from PSUs to shares is based on the Company’s total stockholder return over the performance period measured relative to the S&P 1500 Industrials Index (the “Index”), weighted 50%, and the company’s consolidated free cash flow over the performance period, weighted 50%. Additionally, following the promotion of Dr. Chand, Mr. Lieser and Ms. Tate, the Committee granted additional 2022 PSUs on March 7, 2023, to each of them in an effort to put them in the same situation they would have been in had they been in their current position when the Stretch Achievement Share Awards were originally issued in 2022. The 2022 PSU’s will be measured on the performance period from February 22, 2022 through December 31, 2024 in the case of the TSR -based PSUs and January 1, 2022 – December 31, 2024, in the case of free cash flow-based PSUs. The 2022 PSUs, including those granted in March 2023, are eligible to be enhanced by the Company’s Stretch Achievement Share Award Program in the event the Company achieves at least $7.50 in EPS prior to the end of 2025. For the purposes of Column (h), the 2022 PSUs are deemed to have achieved the maximum possible enhancement under the Stretch Achievement Share Award program.

(3)The amounts in column (i) are the number of RSUs granted to each of the named executive officers in 2023. These awards cliff vest following the third anniversary of the grant date.

(4)The amounts in column (j) are the number of SARs granted to each of the named executive officers in 2023. These awards vest in equal amounts over three years on the first, second and third anniversaries of the grant date and expire on the tenth anniversary of the grant date.

(5)The exercise price for awarded SARs was the closing price of the Belden shares on the grant date.

~~(1)~~
Page 38			2024 Proxy StatementThe 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 2022 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 2022 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 Mr. Vestjens, 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 the performance stock unit awards (PSUs) at its February 22, 2022 meeting. The PSUs granted in 2022 will be measured on the performance period from February 22, 2022 (the grant date) to December 31, 2024, in the case of the TSR-based PSUs, and January 1, 2022 to December 31, 2024, in the case of the free cash flow-based PSUs. Any payout will be made in shares of Belden stock in 2025. 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%. Taking into account the Stretch Achievement Share Award, PSU awards granted into 2022 may convert into Belden shares at up to a 4:1 ratio.

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~~(3)~~

~~The amounts in column (i) are the number of RSUs granted to each of the named executive officers in 2022. These awards cliff vest following the third anniversary of the grant date.~~

~~(4)~~

The amounts in column (j) are the number of SARs granted to each of the named executive officers in 2022. These awards vest in equal amounts over three years on the first, second and third anniversaries of the grant date and expire on the tenth anniversary of the grant date.

~~(5)~~

~~The exercise price for awarded SARs was the closing price of the Belden shares on the grant date.~~


~~Page 38~~	~~2023 Proxy Statement~~

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

		Option Awards										Stock Awards
Name		Number of			Number of		Equity		Option		Option	Number			Market		Equity		Equity
(a)		Securities			Securities		Incentive Plan		Exercise		Expiration	of Shares			Value of		Incentive Plan		Incentive Plan
		Underlying			Underlying		Awards:		Price(4)		Date	or Units			Shares or		Awards:		Awards:
(a)		Unexercised			Unexercised		Number of		($)		(f)	of Stock			Units of		Number of		Market
		Options(1)			Options(2)(3)		Securities		(e)			That			Stock		Unearned		or Payout
		(#)			(#)		Underlying					Have Not			That		Shares,		Value of			Option Awards								Stock Awards
		Exercisable			Unexercisable		Unexercised					Vested			Have Not		Units or		Unearned
		(b)			(c)		Unearned					(#)			Vested		Other		Shares, Units
							Options					(g)			($)		Rights That		or Other
							(#)								(h)		Have Not		Rights That
							(d)										Vested(5)		Have Not
																	#		Vested(6)
																	(i)		($)
																			(j)

Name (a) (a)																					Name (a) (a)	Number of Securities Underlying Unexercised Options(1) (#) Exercisable (b)	Number of Securities Underlying Unexercised Options(2)(3) (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price(4) ($) (e)	Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(5) # (i)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(6) ($) (j)
Ashish Chand																					Ashish Chand	537								72.57		3/04/2024								5,382		415,760
	1,103																							1,103									89.23			2/25/2025							22,428		1,732,563
	1,477																							1,477									74.91			2/22/2027							4,825		372,731
	2,312																							2,312									72.73			2/28/2028							11,218		866,591
				4,373																									4,373						45.11			2/16/2031						10,764		831,519
				7,714																									7,714						53.79			2/22/2032						22,428		1,732,563
				24,096																									24,096						85.77			3/07/2033						9,650		745,463
														20,216																																	20,216	1,561,686
														22,435																																	22,435	1,733,104
Jeremy Parks																					Jeremy Parks	7,308	3,654					45.11		2/16/2031									4,496	347,316
	2,886																							2,886		5,771					53.79		2/22/2032								3,738		288,761
				8,009																									8,009						85.77			3/07/2033						3,610		278,873
														3,729																																	3,729	288,065
														8,993																																	8,993	694,709
														7,220																																	7,220	557,745
														7,457																																	7,457	576,053
Brian Anderson																					Brian Anderson	5,535								89.23		2/25/2025								3,331		259,320
	6,769																							6,769									52.89			2/24/2026							2,431		187,795
	6,854																							6,854									74.91			2/22/2027							2,739		211,588
	7,257																							7,257									72.73			2/28/2028							6,662		514,640
	10,448																							10,448									61.79			2/28/2029							4,862		375,590
	6,368																							6,368									51.14			2/11/2030							5,479		423,253
	5,414
			1,944
			1,944
			1,944
					5,884
					5,884
					5,884
Brian Lieser
Brian Lieser
Brian Lieser																						570								72.57		3/04/2024								1,382		106,760
	944																							944									89.23			2/25/2025							6,986		539,669
	1,450																							1,450									52.89			2/24/2026							1,049		81,035
	1,210																							1,210									74.91			2/22/2027							2,057		158,903
	1,225																							1,225									72.73			2/28/2028							2,763		213,442
	3,466																							3,466									61.79			2/28/2029							6,986		539,669
	1,788																							1,788									51.14			2/11/2030							2,098		162,071
	1,123																							1,123		1,122					45.11		2/16/2031								3,377		260,873
	839																							839		1,677					53.79		2/22/2032								4,113		317,729
				4,418
Leah Tate
Leah Tate
Leah Tate																						1,163								61.79		2/28/2029								717		55,388
	1,528																							1,528									51.14			2/11/2030							553		42,719
	1,166																							1,166		582					45.11		2/16/2031								2,328		179,838
	442																							442		883					53.79		2/22/2032								1,434		110,777
				5,000																									5,000						85.77			3/07/2033						1,105		85,361
														3,026																																	3,026	233,759
														4,655																																	4,655	359,599
Roel Vestjens			6,697			—				72.570	3/4/2024		—			—		3,929		282,495	Roel Vestjens	—					—
			8,356			—				89.230	2/25/2025							2,406		172,991
			12,337			—				74.910	2/22/2027							20,073		1,443,249
			13,606			—				72.730	2/28/2028							16,592		1,192,965
			14,847			—				61.790	2/28/2029							7,857		564,918
			7,217			3,608				51.140	2/11/2030							40,147		2,886,569
			16,313			32,624				45.110	2/16/2031							33,184		2,385,930
			—			39,793				53.790	2/22/2032
Jeremy Parks			3,654			7,308		—		45.110	2/16/2031		—			—		4,496		323,262
			—			8,657				53.790	2/22/2032							7,477		537,596
																		3,610		259,559
																		8,993		646,597
																		7,220		519,118
Brian Anderson			434			—				72.570	3/4/2024		—			—		11,039		793,704
			5,535			—				89.230	2/25/2025							2,311		166,161
			6,769			—				52.890	2/24/2026							765		55,004
			6,854			—				74.910	2/22/2027							3,011		216,491
			7,257			—				72.730	2/28/2028							3,331		239,499
			10,448			—				61.790	2/28/2029							2,431		174,789
			4,246			2,122				51.140	2/11/2030							4,622		332,322
			2,707			5,414				45.110	2/16/2031							6,662		478,998
			—			5,830				53.790	2/22/2032							4,862		349,578
Ashish Chand			537			—		—		72.570	3/4/2024		—			—		3,374		242,591
			1,103			—				89.230	2/25/2025							964		69,312
			738			—				52.890	2/24/2026							5,382		386,966
			1,477			—				74.910	2/22/2027							22,428		1,612,573
			2,312			—				72.730	2/28/2028							4,825		346,918
			9,580			—				61.790	2/28/2029							6,748		485,181
			6,198			3,099				51.140	2/11/2030							10,764		773,932
			4,347			8,747				45.110	2/16/2031							22,428		1,612,573
			—			11,572				53.790	2/22/2032							9,650		693,835
Anshu Mehrotra			1,865			3,728		—		45.110	2/16/2031		—			—		12,093		869,487
			—			4,417				53.790	2/22/2032							2,294		164,939
																		1,842		132,440
																		2,500		179,750
																		4,588		329,877
																		3,683		264,808

~~(1)~~

~~Shows vested SARs.~~

(1)Shows vested SARs.

(2)Shows unvested SARs.

~~(2)~~
			2024 Proxy Statement~~Shows unvested SARs.~~			Page 39

Table of Contents

(3)

For Mr. Vestjens, his 3,608 unexercisable SARs expiring on February 11, 2030 vested on February 11, 2023. 16,312 of his 32,624 unexercisable SARs expiring on February 16, 2031,vested on February 16, 2023. 13,264 of his 39,793 unexercisable SARs expiring February 22, 2032 vested on February 22, 2023. The remaining 16,312 SARs expiring on February 16, 2031 and the remaining 26,529 unexercisable SARs expiring on February 22, 2032, were forfeited upon his resignation from Belden on February 22, 2023.

For ~~Mr. Parks,~~Dr. Chand, his ~~7,308~~4,373 unexercisable SARs expiring on February 16, 2031 ~~vest as follows: 3,654 on February 16, 2023; and 3,654~~vested on February 16, 2024. His ~~8,657~~7,714 unexercisable SARs expiring February 22, 2032, vest as follows: 3,857 on February 22, 2024; and 3,857 on February 22, 2025. His 24,096 unexerciseable SARs expiring on March 7, 2033, vest as follows: 8,032 on March 7, 2024; 8,032 on March 7, 2025; and 8,032 on March 7, 2026.

For Mr. Parks, his 3,654 unexercisable SARs expiring on February 16, 2031 vested on February 16, 2024. His 5,771 unexercisable SARs expiring on February 22, 2032 vest as follows: 2,886 on February 22, ~~2023; 2,886 on February 22,~~ 2024; and 2,885 on February 22, ~~2025.~~

2025.His 8,009 unexercisable SARs expiring on March 7, 2033 will vest as follows: 2,670 on March 7, 2024; 2,670 on March 7, 2025; and 2,669 on March 7, 2026.

For Mr. Anderson, his ~~2,122~~2,707 unexercisable SARs expiring on February ~~11, 2030~~16, 2031 vested ~~on February 11, 2023. His 5,414 unexercisable SARs expiring February 16, 2024, vest as follows: 2,707 on February 16, 2023; and 2,707~~ on February 16, 2024. His ~~5,830 unexercisable SARs expiring February 22, 2032 vest as follows: 1,944 on February 22, 2023; 1,943 on February 22, 2024 and 1,943 on February 22, 2025.~~

For Mr. Chand, his 3,099 unexercisable SARs expiring on February 11, 2030 vested on February 11, 2023. His 8,747 unexercisable SARs expiring February 16, 2031, vest as follows: 4,374 on February 16, 2023; and 4373 on February 16, 2024. His 11,572 unexerciseable SARs expiring on February 22, 2032, vest as follows: 3,858 on February 22, 2023; 3,857 on February 22, 2024 and 3,857 on February 22, 2025.

~~For Mr. Mehrotra, his 3,728 unexercisable SAR’s expiring on February 16, 2031 vest as follows: 1,864 on February 16, 2023; and 1,864 on February 16, 2024. His 4,417~~3,386 unexercisable SARs expiring on February 22, 2032, vest as follows: ~~1,473 on February 22, 2023; 1,472~~1,943 on February 22, 2024; and ~~1,472~~1,943 on February 22, 2025.

~~(4)~~

~~The exercise price of SAR awards granted is the closing price of Belden shares on the grant date.~~

His 5,884 unexercisable SARs expiring on March 7, 2033 vest as follows: 1,932 on March 7, 2024; 1,931 on March 7, 2025; and 1,931 on March 7, 2026.

~~(5)~~

On each of February 11, 2020, February 16, 2021, and February 22, 2022, 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,

For Mr. Lieser, his 1,122 unexercisable SARs expiring on February 16, 2031 vested on February 16, 2024. His 1,677 unexercisable SARs expiring on February 22, 2033 will vest as follows: 839 on February 22, 2024 and 838 on February 22, 2025. His 4,418 unexercisable SARs expiring on March 7, 2033 will vest as follows: 1,473 on March 7, 2024; 1,473 on March 7, 2025; and 1,472 on March 7, 2026.

~~2023 Proxy Statement~~

~~Page 39~~

For Ms. Tate, her 582 unexercisable SARs expiring on February 16, 2031 vested on February 16, 2024. Her 883 unexercisable SARs expiring on February 22, 2032 will vest as follows: 442 on February 22, 2024; and 441 on February 22, 2025. Her 5,000 unexercisable SARs expiring on March 7, 2033 will vest as follows: 1,667 on March 7, 2024; 1,667 on March 7, 2025; and 1,666 on March 7, 2026.

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.(4)The exercise price of SAR awards granted is the closing price of Belden shares on the grant date.

~~Mr. Vestjens’ 7,857~~

(5)On each of February 16, 2021, February 22, 2022, and March 7, 2023 the NEOs were granted PSUs. Each tranche of PSUs carries a three year measurement period. Based on the Company’s performance during this period on total stockholder return relative to the S&P 1500 Industrials Index, weighted 50%, and on consolidated free cash flow, weighted 50%, a conversion factor from 0 to 2.0 will be generated. If the conversion factor is greater than 0, the PSUs will be converted to a whole number of shares and delivered to the NEOs upon conversion.

Dr. Chand’s 10,764 PSUs were reviewed byat the first quarter 2024 Compensation Committee ~~on February 22, 2023~~meeting, and based on the conversion ratio, ~~they~~ converted ~~to 15,714~~into 20,936 shares. His ~~40,147~~9,650 PSUs ~~and his 33,184 PSUs were forfeited following his resignation~~granted on February 22, ~~2023.~~2022 and his 20,216 PSUs granted on March 7, 2023 will be reviewed by the Compensation Committee at its first quarter 2025 meeting. His ~~3,939 RSUs vested on February 11, 2023. His 2,406 RSUs, 20,073 RSUs, and 16,592 RSUs were forfeited following his resignation on February 22, 2023.~~

~~Mr. Parks’ 8,993~~22,435 PSUs will be reviewed by the Compensation Committee at its first quarter ~~2024 Compensation Committee~~2026 meeting. His ~~7,220 PSUs will be reviewed at the first quarter 2025 Compensation Committee meeting. His 4,496~~5,382 RSUs ~~will vest~~vested on February 16, 2024. His ~~7,477 RSUs will vest as follows: 3,739 on February 17, 2023; and 3,739 on February 17, 2024. His 3,610~~4,825 RSUs will vest on February 22, 2025.

~~Mr. Anderson’s 4,622 PSUs were reviewed by the Compensation Committee on February 23, 2023 and, based on the conversion ratio, they converted to 9,244 shares.~~ His ~~11,039 Supplemental Incentive Plan~~11,218 RSUs will vest on May 23, 2023. His 6,662 PSUs granted on February 16, 2021 will be reviewed at the first quarter 2024 Compensation Committee meeting. His 2,311 RSUs will vest on February 11, 2023. His 765 RSUs will vest on July 1, 2023. Mr. Anderson was also granted 3,011 RSUs upon the successful divestiture of the Company’s Live Media business on July 2, 2020 that will vest on July 2, 2023. His 3,331 RSUs granted on February 16, 2021 will vest on February 16, 2024. His 4,862 PSUs granted on February 22, 2022 will be reviewed at the first quarter 2025 Compensation Committee meeting. His 2,431 RSUs granted on February 22, 2022 will vest on February 22, 2025.

Mr. Chand’s 6,748 PSUs were reviewed at the first quarter 2023 Compensation Committee meeting, and based on the conversion ratio, converted into 13,496 shares. His 10,764 PSUs granted on February 16, 2021 will be reviewed at the first quarter 2024 Compensation Committee meeting. His 3,374 RSUs granted on February 11, 2020 vested on February 11, 2023. His 5,382 RSUs will vest on February 16, 2024. His 964 RSUs granted on July 1, 2020 will vest on July 1, 2023.March 7, 2026. His 22,428 Supplemental Incentive Plan PSUs and 22,428 Supplemental Incentive Plan RSUs will vest as described in the discussion of the Supplemental Incentive Plan above.

Mr. ~~Mehrotra’s 4,588~~Parks’ 8,993 PSUs will be reviewed at the first quarter 2024 Compensation Committee meeting. His 12,093 RSUs vest as follows: 6,045 on January 14, 2023; and 6,045 on January 14, 2024. His 2,294 RSUs will vest on February 16, 2024. His 3,683 PSUs granted on February 22, 2022 will bewere reviewed by the Compensation Committee at its first quarter 2024 Compensation Committee meeting, and based on the conversion ratio, converted into 17,491 shares. His 7,220 PSUs will be reviewed at the first quarter 2025 Compensation Committee meeting. His ~~2,500~~7,457 PSUs will be reviewed at the first quarter 2026 Compensation Committee meeting. His 4,496 RSUs vested on February 16, 2024. His 3,739 RSUs granted on ~~August 22, 2022,~~February 17, 2021, vested on February 17, 2024. His 3,610 RSUs will vest on ~~August~~February 22, 2025.

His 3,729 RSUs will vest on March 7, 2026.

Mr. Anderson’s 6,662 PSUs were reviewed by the Compensation Committee at its first quarter 2024 Compensation Committee meeting, and based on the conversion ratio, converted into 12,958 shares. His 4,862 PSUs will be reviewed at the first quarter 2025 Compensation Committee meeting. His 5,479 PSUs will be reviewed at the first quarter 2026 Compensation Committee meeting. His 3,331 RSUs vested on February 16, 2024. His 2,431 RSUs will vest on February 22, 2025. His 2,739 RSUs will vest on March 7, 2026.

Mr. Lieser’s 2,783 PSUs were reviewed by the Compensation Committee at its first quarter 2024 Compensation Committee meeting, and based on the conversion ratio, converted into 4,161 shares. His 2,098 PSUs granted on February 22, 2022 and his 3,377 PSUs granted on March 7, 2023 will be reviewed at the first quarter 2025 Compensation Committee meeting. His 4,113 PSUs will be reviewed at the first quarter 2026 Compensation Committee meeting. His 1,382 RSUs vested on February 16, 2024. His 1,049 RSUs will vest on February 22, 2025. His 2.057 RSUs will vest on March 7, 2026. His 6,986 Supplemental Incentive Plan RSUs and 6,986 Supplemental Incentive Plan PSUs granted on August 30, 2021, will vest as described in the discussion of the Supplemental Incentive Plan above.

Ms. Tate’s 1,434 PSUs were reviewed by the Compensation Committee at its first quarter 2024 Compensation Committee meeting, and based on the conversion ratio, converted into 2,789 shares. Her 1,105 PSUs granted on February 22, 2022 and her 3,026 PSUs granted on March 7, 2023, will be reviewed at the first quarter 2025 Compensation Committee meeting. Her 4,655 PSUs will be reviewed at the first quarter 2026 Compensation Committee meeting. Her 717 RSUs vested on February 16, 2024. Her 553 RSUs will vest on February 22, 2025. Her 2,328 RSUs will vest on March 7, 2026.

(6)The market value represents the product of the number of shares and the closing market price of Belden shares on December 29, 2023 ($77.25). The value of PSU awards assumes a conversion at a 1.0 ratio.

~~(6)~~
Page 40			2024 Proxy StatementThe market value represents the product of the number of shares and the closing market price of Belden shares on December 31, 2022 ($71.90). The value of PSU awards assumes a conversion at a 1.0 ratio.

Table of Contents

OPTION EXERCISES AND STOCK VESTED

		Option Awards				Stock Awards
	Option Awards													Option Awards		Stock Awards
Name (a)										Name (a)	Number of Shares Acquired on Exercise(1) (2)(3)(4) (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)		Value Realized on Vesting ($) (e)
		Number of		Value		Number of		Value
Ashish Chand
Ashish Chand
Ashish Chand											7,123	1,341,788	9,022		794,379
		Shares Acquired		Realized on		Shares Acquired		Realized on
Jeremy Parks
Jeremy Parks
Jeremy Parks											—		2,159		193,317
		on Exercise^{(1) (2)}		Exercise		on Vesting		Vesting
Name		(#)		($)		(#)		($)
(a)		(b)		(c)		(d)		(e)
Brian Anderson
Brian Anderson
Brian Anderson											35	5,592	14,657		1,284,747

Brian Lieser
Brian Lieser
Brian Lieser											1,140	155,765	2,875		253,588

Leah Tate
Leah Tate
Leah Tate											—		2,101		185,343

Roel Vestjens			1,865	134,093			25,793		1,469,670
Jeremy Parks			—		—		3,739		207,739
Brian Anderson			727		52,271		4,663		259,558
Ashish Chand			—		—		2,253		120,134
Anshu Mehrotra			—		—		6,046		380,656
Roel Vestjens
Roel Vestjens											18,149	2,789,232	10,833		947,928

The dates on which certain executive officers had stock awards vest and the applicable fair market values on those days are as follows: ~~January 14, 2022~~February 12, 2023 – ~~$62.96;~~$88.93; February 17, ~~2022 - $55.56;~~2023 – $89.54; February 22, ~~2022 - $54.56; February 24, 2022 - $53.54; February 28, 2022 - $56.18;~~2023 – $87.15; May 23, ~~2022~~2023 – ~~$54.38~~$85.36; and July ~~1, 2022 - $53.03.~~3, 2023 – $95.93; When the vesting date falls on a trading day, the fair market value is the average of the high and low trading prices of Belden shares on that day.When the vesting date falls on a non-trading day, the fair market value is the average of (a) the average of the high and low trading prices of Belden shares on the trading day immediately preceding the vesting date and (b) the average of the high and low trading prices of Belden shares on the trading day immediately following the vesting date. The number of RSUs that vested were as follows: Mr. Vestjens – ~~17,847 RSUs~~3,929 on ~~May 23, 2022 and 2,406 RSUs on July 1, 2022; Mr. Anderson 765 RSUs on July 1, 2022; and Mr.~~February 11, 2023; Dr. Chand – ~~1,289~~3,374 RSUs on February ~~28, 2022~~11, 2020 and 964 RSUs on July 1, ~~2022.~~2023; Mr. Anderson – 11,039 RSUs on May 23, 2023, 765 RSUs on July 1, 2023; and 3,011 RSUs on July 2, 2023; Mr. Lieser – 974 RSUs on February 11, 2020 and 322 RSUs on July 1, 2023; and Ms. Tate – 555 RSUs on February 11, 2023 and 254 RUS on July 1, 2023. Giving effect to the actual tax withholding that occurred, Mr. Vestjens acquired ~~9,860 shares on May 24, 2022 and 1,329 shares on July 1, 2022; Mr. Anderson acquired 537 shares on July 1, 2022; and Mr. Chand acquired 540~~2,153 shares on February ~~28, 2022~~13, 2023; Dr. Chand acquired 2,160 shares on February 13, 2023 and 486 shares on July ~~1, 2022.~~3, 2023; Mr. Parks acquired 2,159 shares on February 17, 2023; Mr. Anderson acquired 6,099 shares on May 23, 2023 and 2,085 shares on July 3. 2023; Mr. Lieser acquired 649 shares on February 13, 2023 and 170 shares on July 3, 2023; and Ms. Tate acquired 366 shares on February 13, 2023 and 181 shares on July 3, 2023. PSUs granted in ~~2019~~2020 converted into the following number of Belden shares, giving effect to tax withholding: Dr. Chand - 6,376 shares on February 22, 2023, Mr. Vestjens – ~~3,066~~8,680 shares on February ~~28, 2022; and~~22, 2023; Mr. Anderson – ~~2,742~~6,473 shares on February ~~28, 2022.~~

22, 2023; Mr. Lieser 2,056 shares on February 22, 2023; and Ms. Tate – 1,554 shares on February 22, 2023.

(1)During 2023, Dr. Chand exercised the following SARs and sold the following shares pursuant to his 10b5-1 plan:


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

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


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

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


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

~~(1)~~
			2024 Proxy Statement			Page 41

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


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


Page 42			2024 Proxy Statement~~During 2022, Mr. Vestjens exercised the following SARs and retained the resulting shares:~~

Date
Number of SARS
Market Price
Exercise Price
Pre-tax proceeds
Resulting shares
Value at 12/31/22
08/04/2022
5,392
$67.145
$50.01
$92,392
759
$54,572
08/04/2022
9,435
$67.145
$52.89
$134,496
1,106
$79,521

Table of Contents

~~(2)~~

~~During 2022, Mr. Anderson exercised the following SARs, resulting in the receipt of the resulting shares:~~


~~Page 40~~	~~2023 Proxy Statement~~

Date
Number of SARS
Market Price
Exercise Price
Pre-tax proceeds
Resulting shares
Value at 12/31/22
02/25/2022
2,290
$55.615
$39.83
$36,148
421
$30,270
11/08/2022
1,241
$77.210
$50.01
$33,755
306
$22,001

PENSION BENEFITS

Present Value of

Number of Years

Accumulated

Payments During

Credited Service

Benefit⁽²⁾

Last Fiscal Year
Name

Plan Name⁽¹⁾

(#)

($)

($)
(a)

(b)

(c)

(d)

(e)

Roel Vestjens

Pension Plan

—

—

—

Excess Plan

—

—
Jeremy Parks

Pension Plan

12.4

205,092

—

Excess Plan

—

—
Brian Anderson

Pension Plan

14.6

262,863

—

Excess Plan

169,121

—
Ashish Chand

Pension Plan

—

—

—

Excess Plan

—

—
Anshu Mehrotra

Pension Plan

—

—

—

Excess Plan

—

—

~~(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 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. Mehrotra does not participate in the plans because he joined the Company after the plans were closed to new participants in 2010. Mr. Vestjens and Mr. Chand do not participate in the plans because they relocated to the U.S. after the Plans were closed to new participants in 2010. The Pension Plan is a cash balance plan. The account of each participant increases on an annual basis by 4% of the participant’s eligible compensation up to the Social Security wage limit ($147,000 for 2022) 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 ($305,000 for 2022). 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 5.43% discount rate, an interest credit rate of 7.50%, and an expected retirement age of 65.~~


Name (a)	Plan Name(1) (b)	Number of Years Credited Service (#) (c)	Present Value of Accumulated Benefit(2) ($) (d)	Payments During Last Fiscal Year ($) (e)

Ashish Chand	Pension Plan	—	—	—
	Excess Plan		—	—
Jeremy Parks	Pension Plan	12.4	240,249	—
	Excess Plan		—	—
Brian Anderson	Pension Plan	15.6	326,826	—
	Excess Plan		259,717	—
Brian Lieser	Pension Plan	—	—	—
	Excess Plan		—	—
Leah Tate	Pension Plan	—	—	—
	Excess Plan		—	—
Roel Vestjens	Pension Plan	—	—	—
	Excess Plan		—	—

~~2023 Proxy Statement~~

~~Page 41~~

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

(2)The computation of the value of accumulated benefit for each individual incorporates a 5.08% discount rate, an interest credit rate of 10.0%, and an expected retirement age of 65.

NONQUALIFIED DEFERRED COMPENSATION⁽¹⁾

	Executive		Registrant		Aggregate		Aggregate		Aggregate
	Contributions		Contributions		Earnings		Withdrawals/		Balance
	in Last FY		in Last FY		in Last FY		Distributions		at Last
Name	($)		($)		($)		($)		FYE ($)		Name	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)

(a)	(b)		(c)		(d)		(e)		(f)
(a)
(a)												(b)	(c)	(d)	(e)	(f)

Ashish Chand
Ashish Chand
Ashish Chand												80,953	62,740	4,380	—	290,007

Jeremy Parks
Jeremy Parks
Jeremy Parks												—		2,167	—	114,724

Brian Anderson
Brian Anderson
Brian Anderson												131,639	36,139	10,278	—	592,337

Brian Lieser
Brian Lieser
Brian Lieser												103,285	19,439	4,795	—	297,462

Leah Tate
Leah Tate
Leah Tate												141,885	26,246	6,725	—	420,546

Roel Vestjens		156,091		118,718		9,770		—		677,366
Jeremy Parks		68,131		43,252		1,174		—		112,557
Brian Anderson		152,222		40,141		5,982		—		414,280
Ashish Chand		68,103		52,728		1,701		—		141,935
Anshu Mehrotra		184,800		34,434		3,062		—		245,067
Roel Vestjens
Roel Vestjens												—		13,041	—	690,407

~~(1)~~

~~Each of Messrs. Vestjens, Parks, Anderson, Chand and Mehrotra participated in the Belden Supplemental Excess Defined Contribution Plan in 2022.~~(1)Each of Dr. Chand, Messrs. Parks, Anderson and Lieser, and Ms. Tate, participated in the Belden Supplemental Excess Defined Contribution Plan in 2023. Mr. Vestjens participated in the Belden Supplemental Defined Contribution Plan prior to his resignation. Amounts reflected in column (c), but not those in column (d), have been reflected in column (i) of the Summary Compensation Table.

EMPLOYMENT, SEVERANCE AND CHANGE-IN-CONTROL ARRANGEMENTS

Each of the Company’s named executive officers participates in the Belden Inc. Executive Severance Program. The Compensation Committee (with the assistance of Meridian and management) annually reviews the key provisions of the Executive Severance Program to ensure it is competitive, based on peer group and market survey data.


			2024 Proxy Statement			Page 43

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Amounts payable in the event of each NEO’s separation of employment are noted below under “Potential Payments upon Termination or Change in Control.”

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

The Belden Executive Severance Program provides for the potential payment of severance and other benefits upon certain terminations of employment. In addition, pursuant to the terms of the Company’s equity incentive plans, upon certain termination events, each executive will be entitled to acceleration of his outstanding and unvested equity awards.

Termination not for cause not in connection with a change in control

Pursuant to the Severance Program and the terms of the Company’s equity incentive plans, in the event a named executive officer is terminated without “cause,” as defined below, the executive will be entitled to receive:

•

~~severance payments equal to the sum of the officer’s current base salary plus his annual target bonus, payable in equal semi-monthly installments over a twelve-month period;~~

•

if the executive is the Company’s Chief Executive Officer, severance payments equal to the sum of the officer’s current base salary plus his target bonus, multiplied by 1.5, payable in equal semi-monthly installments over an eighteen-month•severance payments equal to the sum of the officer’s current base salary plus his annual target bonus, payable in equal semi-monthly installments over a twelve-month period;

•if the executive is the Company’s Chief Executive Officer, severance payments equal to the sum of the officer’s current base salary plus his target bonus, multiplied by 1.5, payable in equal semi-monthly installments over an eighteen-month period;•

any unpaid bonus earned with respect to the portion of the current fiscal year completed as of the date of termination based on the actual performance under the applicable annual cash incentive plan, payable when awards are generally paid for senior executives for such year; and

•any unpaid bonus earned with respect to the portion of the current fiscal year completed as of the date of termination based on the actual performance under the applicable annual cash incentive plan, payable when awards are generally paid for senior executives for such year; and•

a lump sum payment equal to the full monthly premium (i.e., the executive’s and the Company’s) for coverage under the Company group health care plan (including group dental and vision coverage) based on the executive’s coverage elections in effect immediate prior to the termination multiplied by 12 (or, in the case of the Company’s Chief Executive Officer, multiplied by 18).

•a lump sum payment equal to the full monthly premium (i.e., the executive’s and the Company’s) for coverage under the Company group health care plan (including group dental and vision coverage) based on the executive’s coverage elections in effect immediate prior to the termination multiplied by 12 (or, in the case of the Company’s Chief Executive Officer, multiplied by 18).

Pursuant to the Severance Program, “cause” is defined to include:

•

~~willful and continued failure to perform his duties following appropriate opportunities to cure the deficiencies;~~

•willful and continued failure to perform his duties following appropriate opportunities to cure the deficiencies;•

~~conviction or plea of nolo contendere of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud;~~

•conviction or plea of nolo contendere of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud;•

~~material violation of the Company’s Code of Conduct; and~~

•material violation of the Company’s Code of Conduct; and•

engagement in an act that materially damages or materially prejudices the Company or its affiliates or the officer’s engagement in activities materially damaging to the property, business or reputation of the Company or its affiliates.


~~Page 42~~	~~2023 Proxy Statement~~

•engagement in an act that materially damages or materially prejudices the Company or its affiliates or the officer’s engagement in activities materially damaging to the property, business or reputation of the Company or its affiliates.

Termination not for cause by the Company or for good reason by the officer after a change in control

The Severance Program provides that if, within two years following a “change in control,” as defined below, the officer is terminated without cause or resigns for “good reason,” the officer will be entitled to receive:

•

~~any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year;~~

•any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year;•

A pro-rated annual cash incentive for the fiscal year in which the termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365;

•A pro-rated annual cash incentive for the fiscal year in which the termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365;•

a lump sum severance payment payable at the time provided by Section 4.02(e) in the aggregate amount equal to the product of (A) the sum of (1) the Participant’s highest base salary during the time between the change of control and the date that is two years following the change of control plus (2) the executive’s annual target cash incentive award for the year in which the termination occurs multiplied by (B) two (2);

•a lump sum severance payment payable at the time provided by Section 4.02(e) in the aggregate amount equal to the product of (A) the sum of (1) the Participant’s highest base salary during the time between the change of control and the date that is two years following the change of control plus (2) the executive’s annual target cash incentive award for the year in which the termination occurs multiplied by (B) two (2);•

~~unvested PSUs convert to RSUs at a 1.00 conversion ratio at the time of the “change in control;” and~~

•unvested PSUs convert to RSUs at a 1.00 conversion ratio at the time of the “change in control;” and•

~~unvested equity awards vest upon the termination following the “change in control”.~~

•unvested equity awards vest upon the termination following the “change in control”.

A “change in control” of the Company generally will occur when a person acquires more than 50% of the outstanding shares of the Company’s stock or a majority of the Board consists of individuals who were not approved by the Board. Upon a change in control in the Company, the named executive officers will have the right for a period of two years to leave the Company for “good reason” and receive the amounts set out above should the scope of their employment with the Company “negatively and materially” change.


Page 44			2024 Proxy Statement

Table of Contents

Death/Disability

The Company provides long-term disability coverage and life insurance coverage for the executive officers on terms consistent with and generally available to all salaried employees. Upon the officer’s death or disability, the officer, or the officer’s heirs will be entitled to receive:

•

Any unpaid cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when annual cash incentives are paid generally to senior executives for such year;

•

A pro-rated annual cash incentive award for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable annual cash incentive plan and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated cash incentive award shall be paid when awards•Any unpaid cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when annual cash incentives are paid generally to senior executives for such year;

•A pro-rated annual cash incentive award for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable annual cash incentive plan and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated cash incentive award shall be paid when awards are paid generally to senior executives for such year;•

~~Any unvested equity awards will vest immediately;~~

•Any unvested equity awards will vest immediately;•

The pro rata portion of PSUs related to the amount of time the employee was employed during the measuring period will convert to shares of Company common stock when awards are converted generally for such year;

•The pro rata portion of PSUs related to the amount of time the employee was employed during the measuring period will convert to shares of Company common stock when awards are converted generally for such year;•

Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which the Participant participates immediately prior to such termination;

•Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which the Participant participates immediately prior to such termination;

Retirement

Under the Company’s equity plans, an employee who has reached the age of 65 or has reached the age of 55 with ten years of service with the Company can voluntarily retire from the Company with the result that all unvested equity awards that were granted at least one year prior to the retirement date (with certain limited exceptions) shall immediately vest in full and any options or stock appreciation rights are eligible for exercise for the shorter of three years or the original term of the award. As of December 31, ~~2021, none of~~2023, Brian Lieser was the ~~Company’s NEOs were~~only NEO eligible for retirement.

Estimate of Payments

The estimated payments owed to each officer upon the various termination events are based on the following assumptions and/or exclusions:

•it is assumed that each triggering event occurred on December 31, 2023 and that the value of our common stock was the closing market price of our stock on the last trading day prior to December 31, 2023, $77.25 (in the case of Termination not for cause by the Company or for good reason by the officer after a change in control, it is assumed that the change in control and the termination both occurred on December 31, 2023);

•the payments do not include any amounts earned and owed to the officer as of the termination date, such as salary earned to date, unreimbursed expenses or benefits generally available to all employees of the Company on a non-discriminatory basis (the 2023 Non-Equity Incentive Plan Compensation is included based on the technical requirement that an employee must be employed on January 1, 2024 to earn the 2023 bonus. The Severance Program would entitle them to receive the 2023 bonus even if termination occurred on December 31, 2023); and


			2024 Proxy Statement•			Page 45

Table of Contents

•the payments include only additional benefits that result from termination and do not include any amounts or benefits earned, vested, accrued or owing under any plan. See “Outstanding Equity Awards at Fiscal Year-End”, “Pension Benefits” and “Nonqualified Deferred Compensation.”


			Accelerated Vesting of Equity Value
Name	Aggregate Severance ($)	2023 Non- Equity Incentive Plan Compensation ($)	Restricted Stock Units ($)	Stock Options/ SARs ($)	Welfare Benefits Continuation ($)	Excise Tax Gross-up Payment ($)	Total ($)

Ashish Chand

Termination not for cause not in connection with a change in control	2,970,000	823,500	—	—	47,862	—	3,841,362
Termination not for cause by the Company or for good reason by the officer after a change in control	3,960,000	823,500	9,995,569	321,519	63,816	—	15,164,404
Death/Disability	—	823,500	9,995,569	321,519	—	—	11,140,588

Retirement	—	—	—	—	—	—	—

Jeremy Parks

Termination not for cause not in connection with a change in control	998,600	342,109	—	—	30,692	—	1,371,401
Termination not for cause by the Company or for good reason by the officer after a change in control	1,997,201	342,109	3,038,652	252,827	61,883	—	5,692,672
Death/Disability	—	342,109	3,038,652	252,827	—	—	3,633,588

Retirement	—	—	—	—	—	—	—

Brian Anderson

Termination not for cause not in connection with a change in control	896,702	298,338	—		34,569	—	1,229,609
Termination not for cause by the Company or for good reason by the officer after a change in control	1,793,405	298,338	1,973,703	178,169	69,138	—	4,312,752
Death/Disability	—	298,338	1,973,703	178,169	—	—	2,450,210

Retirement	—	—	—	—	—	—	—

Brian Lieser

Termination not for cause not in connection with a change in control	770,000	292,468	—		33,382		1,095,850
Termination not for cause by the Company or for good reason by the officer after a change in control	1,540,000	292,468	2,386,499	75,082	66,763	—	4,360,812
Death/Disability	—	292,468	2,386,499	75,082	—	—	2,754,049

Retirement	—	—	1,907,910	—	—	—	1,907,910

Leah Tate

Termination not for cause not in connection with a change in control	761,940	263,542			30,167	—	1,055,649
Termination not for cause by the Company or for good reason by the officer after a change in control	1,523,880	263,542	1,068,558	39,421	60,335	—	2,995,735
Death/Disability	—	263,542	1,068,558	39,421	—	—	1,371,521

Retirement	—	—	—	—	—	—	—


Page 46			2024 Proxy Statementit is assumed that each triggering event occurred on December 31, 2022 and that the value of our common stock was the closing market price of our stock on the last trading day prior to December 31, 2022, $71.90 (in the case of Termination not for cause by the Company or for good reason by the officer after a change in control, it is assumed that the change in control and the termination both occurred on December 31, 2022);

~~2023 Proxy Statement~~

~~Page 43~~

•

the payments do not include any amounts earned and owed to the officer as of the termination date, such as salary earned to date, unreimbursed expenses or benefits generally available to all employees of the Company on a non-discriminatory basis (the 2021 Non-Equity Incentive Plan Compensation is included based on the technical requirement that an employee must be employed on January 1, 2023 to earn the 2022 bonus. The Severance Program would entitle them to receive the 2022 bonus even if termination occurred on December 31, 2022);

Table of Contents


ITEM III – ADVISORY VOTE ON EXECUTIVE COMPENSATION
•			~~the payments include only additional benefits that result from termination and do not include any amounts or benefits earned, vested, accrued or owing under any plan. See~~ ~~“Outstanding Equity Awards at Fiscal Year-End”, “Pension Benefits”~~ ~~and~~ ~~“Nonqualified Deferred Compensation~~;” ~~and~~

•

~~because Mr. Vestjen’s departure from the Company on February 22, 2023 was a resignation, none of the amounts described below were applicable and no compensation in these categories was paid.~~

Accelerated Vesting

2022 Non-

of Equity Value

Equity

Stock

Welfare

Excise Tax

Aggregate

Incentive Plan

Restricted

Options/

Benefits

Gross-up

Severance

Compensation

Stock Units

SARs

Continuation

Payment

Total

Name

($)

($)

($)

($)

($)

($)

($)

Roel Vestjens

Termination not for cause not in connection with a change in control

3,450,000

1,950,000

—

—

30,782

—

5,430,782

Termination not for cause by the Company or for good reason by the officer after a change in control

4,600,000

1,950,000

8,944,025

1,669,550

41,042

—

17,204,617

Death/Disability

—

1,950,000

8,944,025

1,669,550

—

12,563,575

Retirement

—

—

—

—

—

—

—

Jeremy Parks

Termination not for cause not in connection with a change in control

924,630

685,314

—

—

21,680

—

1,631,624

Termination not for cause by the Company or for good reason by the officer after a change in control

1,849,260

685,314

2,291,644

352,560

43,360

—

5,222,138

Death/Disability

—

685,314

2,291,644

352,560

—

—

3,329,518

Retirement

—

—

—

—

—

—

Brian Anderson

Termination not for cause not in connection with a change in control

830,280

615,384

—

—

23,275

—

1,468,939

Termination not for cause by the Company or for good reason by the officer after a change in control

1,660,560

615,384

2,874,701

294,675

46,550

—

5,491,870

Death/Disability

—

615,384

2,874,701

294,675

—

—

3,784,760

Retirement

—

—

—

—

—

—

Ashish Chand

Termination not for cause not in connection with a change in control

930,060

877,113

—

—

24,367

—

1,831,540

Termination not for cause by the Company or for good reason by the officer after a change in control

1,860,121

877,113

6,199,375

455,492

48,734

—

9,440,835

Death/Disability

—

877,113

6,199,375

455,492

—

—

7,531,980

Retirement

—

—

—

—

—

—

—

Anshu Mehrotra

Termination not for cause not in connection with a change in control

735,000

425,954

—

—

23,926

—

1,184,880

Termination not for cause by the Company or for good reason by the officer after a change in control

1,470,000

425,954

1,947,673

179,865

47,852

—

4,071,344

Death/Disability

—

425,954

1,947,673

179,865

—

—

2,553,492

Retirement

—

—

—

—

—

—

—


~~Page 44~~	~~2023 Proxy Statement~~

~~ITEM III – ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

The Dodd-Frank Act requires that we include in this proxy statement a non-binding stockholder vote on our executive compensation as described in this proxy statement (commonly referred to as “Say-on-Pay”).

We encourage stockholders to review the Compensation Discussion and Analysis on pages 1817 to 35 and the tabular disclosure that follows it. We believe that our compensation policies and procedures are competitive, are focused on pay for performance principles and are strongly aligned with the long-term interests of our stockholders. Our executive compensation philosophy is based on the belief that the compensation of our employees should be set at levels that allow us to attract and retain employees who are committed to achieving high performance and who demonstrate the ability to do so. We seek to provide an executive compensation package that is driven by our overall financial performance, our increased stockholder value, the success of areas of our business directly impacted by the executive’s performance, and the performance of the individual executive. We view our compensation program as a strategic tool that supports the successful execution of our business strategy and reinforces a performance-based culture. The Company employs an executive compensation program for our senior executives that emphasizes long-term compensation over short-term, with a significant portion weighted toward equity awards. This approach strongly aligns our senior executive compensation with that of our stockholders. We believe that there is a direct correlation between the performance of Belden and the compensation our senior executives receive. We also believe that our annual compensation disclosure is reflective of this correlation and is transparent and helpful to stockholders.

The Say-on-Pay resolution discussed below gives stockholders the opportunity to endorse or not endorse the compensation that we pay to our named executive officers by voting to approve or not approve such compensation as described in this proxy statement.

The Board strongly endorses the Company’s executive compensation program and recommends that the stockholders vote in favor of the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

Because the vote is advisory, it will not be binding upon the Board or the Compensation Committee and neither the Board nor the Compensation Committee will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation Committee will carefully consider the outcome of the vote when considering future executive compensation arrangements.


THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

~~2023~~
			2024 Proxy Statement			Page 45 47

~~ITEM IV – ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION~~

Also, in accordance with the Dodd-Frank Act, we are providing our stockholders with the opportunity to cast an advisory vote regarding the frequency that the stockholders will consider and vote regarding our executive compensation. This is the Say-on-Pay vote discussed in Item III above. Stockholders will be given the opportunity to vote on whether they want the Say-on-Pay vote regarding our executive officers’ compensation to occur annually, biennially or triennially.

~~Consistent with the Company’s historical practice and stockholder expectations, the Company believes that an advisory vote on executive compensation every year is the best approach.~~

~~Stockholders may cast their vote on the preferred voting frequency by choosing the option~~

Table of ~~one year, two years, three years or by abstaining from voting in response to the resolution set forth below:~~

RESOLVED, that the stockholders of the Company indicate, by their vote on this resolution, whether the vote on the compensation of the Company’s named executive officers, pursuant to Rule 14a-21(b) of the Exchange Act, should take place every one year, every two years, or every three years.

The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. Abstentions will not be counted as a vote on any of the frequency options. However, because this vote is advisory and not binding on the Board or the Company in any way, the Board may decide that it is in the best interest of the stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders.

Contents

~~THE BELDEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE TO CONDUCT AN ADVISORY VOTE ON EXECUTIVE COMPENSATION “EVERY YEAR”.~~


~~Page 46~~	~~2023 Proxy Statement~~

OWNERSHIP INFORMATION

EQUITY COMPENSATION PLAN INFORMATION ON DECEMBER 31, ~~2022~~

A

B

C

Number of Securities

Remaining Available for

Number of

Future Issuance Under

Securities to be

Weighted

Equity Compensation

Issued Upon

Average Exercise

Plans (Excluding

Exercise of

Price of

Securities

Plan Category

Outstanding
Options

Outstanding
Options

Reflected in
Column A)

Equity Compensation Plans Approved by Stockholders⁽¹⁾

957,937⁽²⁾

$
64.13

3,003,869.79⁽³⁾

Equity Compensation Plans Not Approved by Stockholders

—

—

—

Total

957,937

$
64.13

3,003,869.79

~~(1)~~

Consists of the Belden Inc. 2011 Long-Term Incentive Plan (the “2011 Plan”); and the Belden Inc. 2021 Long Term Incentive Plan (the “2021 Plan”). The 2011 Plan has expired, but stock appreciation rights remain outstanding under the plan.

2023

~~(2)~~

Consists of 655,880 shares under the 2011 Plan; and 302,057 shares under the 2021 Plan. All of these shares pertain to outstanding stock appreciation rights (“SARs”). Because the issued shares resulting from SAR exercises only represent the share appreciation between the grant date and exercise date, after any applicable tax withholding, SARs are much less dilutive to our stockholders than stock options.


	A	B		C
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options	Weighted Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)

Equity Compensation Plans Approved by Stockholders(1)	413,304(2)	$	64.97	2,437,229 (3)
Equity Compensation Plans Not Approved by Stockholders	—	—		—
Total	413,304	$	64.97	2,437,229

~~(3)~~(1)Consists of the Belden Inc. 2011 Long-Term Incentive Plan (the “2011 Plan”); and the Belden Inc. 2021 Long Term Incentive Plan (the “2021 Plan”). The 2011 Plan has expired, but stock appreciation rights remain outstanding under the plan.

Consists of 3,003,869.79 shares under the 2021 Plan. Pursuant to the flexible share authorization nature of the 2021 Plan, full-value awards (e.g., restricted stock units (“RSUs”), performance stock units (“PSUs”), other stock-based awards) count against the share authorization at a rate of 1.73 to 1 for awards granted or converted, as the case may be. Stock options, SARs and other non-full-value awards count against the share authorization at a rate of 1 to 1. We subtract awards from the share reserve at the time of grant (or at the time of conversion into RSUs or shares in the case of PSUs), as opposed to the time of share issuance, as we feel this gives us a more accurate picture of our remaining reserve. Awards canceled prior to vesting or exercise, as the case may be, are added back to the reserve in accordance with the 2021 Plan document.

~~Delinquent~~

(2)Consists of 155,325shares under the 2011 Plan; and 257,979shares under the 2021 Plan. All of these shares pertain to outstanding stock appreciation rights (“SARs”). Because the issued shares resulting from SAR exercises only represent the share appreciation between the grant date and exercise date, after any applicable tax withholding, SARs are much less dilutive to our stockholders than stock options.

(3)Consists of 2,437,229.38 shares under the 2021 Plan. Pursuant to the flexible share authorization nature of the 2021 Plan, full-value awards (e.g., restricted stock units (“RSUs”), performance stock units (“PSUs”), other stock-based awards) count against the share authorization at a rate of 1.73 to 1 for awards granted or converted, as the case may be. Stock options, SARs and other non-full-value awards count against the share authorization at a rate of 1 to 1. We subtract awards from the share reserve at the time of grant (or at the time of conversion into RSUs or shares in the case of PSUs), as opposed to the time of share issuance, as we feel this gives us a more accurate picture of our remaining reserve. Awards canceled prior to vesting or exercise, as the case may be, are added back to the reserve in accordance with the 2021 Plan document.

Section 16(a) Reports

Based upon a review of filings with the Securities and Exchange Commission and other reports submitted by our directors and officers, we believe that all of our directors and executive officers complied during ~~2022~~2023 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, except for a delinquent Form 4 filing made on behalf of Doug Zink, and a delinquent Form 4 filing on behalf of Jeremy Parks, each as a result of delays associated with calculating applicable taxes.

1934.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the amount of Belden common stock beneficially owned (unless otherwise indicated) by our directors, the executive officers named in the Summary Compensation Table below and the directors and executive officers as a group. Except as otherwise noted, all information is as of March ~~28, 2023.~~

26, 2024.

~~2023~~
Page 48			2024 Proxy Statement			~~Page 47~~

Table of Contents

BENEFICIAL OWNERSHIP TABLE OF DIRECTORS, NOMINEES AND
EXECUTIVE OFFICERS


Name	Number of Shares Beneficially Owned(1)(2)(3)(4)	Acquirable Within 60 Days(5)	Percent of Class Outstanding(6)
David Aldrich	57,894	—	*
Brian Anderson	46,669	57,201	*
Lance Balk(7)	84,522	—	*
Steven W. Berglund	28,153	—	*
Diane D. Brink	20,473	—	*
Judy L. Brown	29,013	—	*
Nancy Calderon	7,900	—	*
Ashish Chand	83,955	21,154	*
Jonathan Klein	13,243	—	*
YY Lee(8)	4,190	—	*
Brian Lieser	22,128	15,479
Gregory McCray	6,845	—	*
Jeremy Parks (9)	37,850	19,404	*
Leah Tate(10)	27,293	6,990
All directors and executive officers as a group (17 persons)	510,456	137,062	*

Less than one percent

Name

Number of Shares

Acquirable Within

Percent of Class

Beneficially
Owned^{(1)(2)(3)(4)(5)}

60 Days⁽⁶⁾

Outstanding⁽⁷⁾
David Aldrich

55,641

—

*
Brian Anderson

41,848

51,023

*
Lance Balk⁽⁸⁾

114,646

—

*
Steven W. Berglund

26,463

—

*
Diane D. Brink

18,783

—

*
Judy L. Brown

27,723

—

*
Nancy Calderon

6,210

—

*
Ashish Chand

72,842

37,650

*
Jonathan Klein

11,553

—

*
YY Lee⁽⁹⁾

—

—

*
Gregory McCray

5,155

—

*
Anshu Mehrotra

15,090

5,202

*
Jeremy Parks ⁽¹⁰⁾

26,730

10,194

*
Roel Vestjens

348

8,356

*
All directors and executive officers as a group (17 persons)

462,145

139,872

*
(1)The number of shares includes shares that are individually or jointly owned, as well as shares over which the individual has either sole or shared investment or voting authority.

(2)For Mr. McCray, the number of shares includes 833 unvested RSUs from his date of appointment to the Board in February 2022. For Ms. Lee, the number of shares includes 2,500 unvested RSUs from her date of appointment to the Board in March 2023. For each of Mses. Brink, Brown, Calderon and Lee, and Messrs. Balk, Berglund, Klein and McCray the number of shares includes 1,690 unvested RSUs awarded to them in May 2023. For Mr. Aldrich, the number of shares includes 2,253 unvested RSUs awarded to him in May 2023. For each of Messrs. Aldrich and Balk, the number of shares includes awards, the receipt of which has been deferred pursuant to the 2004 Belden Inc. Non-Employee Director Deferred Compensation Plan as follows: Mr. Aldrich – 1,489 and Mr. Balk – 20,916.

(3)For Dr. Chand, the number of shares includes 22,428 unvested RSUs granted in August 2021 in connection with the Supplemental Incentive Plan, 4,825 unvested RSUs granted in February 2022, 11,218 unvested RSUs granted in March 2023, and 29,928 RSUs granted in February, 2024. For Mr. Parks, the number of shares includes 3,610 unvested RSUs granted in February 2022, 3,729 unvested RSUs granted in March 2023, and 7,813 unvested RSUs granted in February 2024. For Mr. Anderson, the number of shares includes 2,431 unvested RSUs granted in February 2022, 2,739 unvested RSUs granted in March 2023, and 5,262 RSUs granted in February 2024. For Mr. Lieser, the number of shares 6,986 unvested RSUs granted in August 2021, 1,049 unvested RSUs granted in February, 2022, 2,057 unvested RSUs granted in March 2023, and 4,389 unvested RSUs granted in February 2024. For Ms. Tate, the number of shares includes 553 RSUs granted in February 2022, 2,328 RSUs granted in March 2023, and 12,192 unvested RSUs granted in February 2024.

(4)For each of Messrs. Anderson, Chand, Lieser and Parks, and Ms. Tate, the number of shares includes shares of Belden Common Stock held in a 401(k) account pursuant to the terms of Belden's 401(k) employee contribution matching program. They hold the following numbers of shares in a 401(k) account: Mr. Anderson – 897; Dr. Chand – 977; Mr. Lieser – 356; Mr. Parks – 934; Ms. Tate – 1,013.

(5)Reflects the number of shares that could be purchased by exercise of stock options and the number of SARs that are exercisable at March 26, 2024, or within 60 days thereafter, under the Company’s long-term incentive plans. Upon exercise of a SAR, the holder would receive the difference between the market price of Belden shares on the date of exercise and the exercise price paid in the form of Belden shares. This column includes stock options and SARs that are exercisable without regard to whether the current market price of Belden common stock is greater than the applicable exercise price.

(6)Represents the total of the “Number of Shares Beneficially Owned” column (excluding RSUs, which do not have voting rights before vesting) divided by the number of shares outstanding at March 26, 2024 – 40,664,226.

(7)Includes 2,400 shares held in trust for spouse and children, 6,625 shares held in trust for children and 45,000 shares held in a grantor retained annuity trust. Mr. Balk disclaims beneficial ownership of the 6,625 shares as the beneficiaries are his adult children outside of his household and he has no pecuniary interest.

(8)Ms. Lee was awarded 2,500 RSUs upon her appointment to the Board on March 31, 2023 that will vest in thirds on each of the first three anniversaries of her appointment to the Board.

(9)Includes 500 shares held in spouse’s retirement account.

(10)Includes 1,810 shares held in account in spouse's name.

*
			~~Less than one percent~~ 2024 Proxy Statement			Page 49

~~(1)~~

~~The number of shares includes shares that are individually or jointly owned, as well as shares over which the individual has either sole or shared investment or voting authority.~~

Table of Contents

~~(2)~~

For Ms. Calderon, the number of shares includes 833 unvested RSUs from her date of appointment to the Board in May, 2020. For Mr. McCray, the number of shares includes 1,666 unvested RSUs from his date of appointment to the Board in February 2022. For each of Mses. Brink, Brown and Calderon, and Messrs. Balk, Berglund, Klein and McCray the number of shares includes 2,655 unvested RSUs awarded to them in May 2022. For Mr. Aldrich, the number of shares includes 3,571 unvested RSUs awarded to him in May 2022. For each of Messrs. Aldrich and Balk, the number of shares includes awards, the receipt of which has been deferred pursuant to the 2004 Belden Inc. Non-Employee Director Deferred Compensation Plan as follows: Mr. Aldrich – 1,489 and Mr. Balk �� 20,916. Ms. Lee had not yet been appointed to the Board as of the March 29, 2023.

~~(3)~~

For Mr. Chand, the number of shares includes 22,428 unvested RSUs granted in August 2021 in connection with the Supplemental Incentive Plan, 5,382 unvested RSUs granted in February 2021, 4,825 unvested RSUs granted in February 2022, and 11,218 unvested RSUs granted in February 2023. For Mr. Parks, the number of shares includes 8,234 unvested RSUs granted in February 2021, 3,610 unvested RSUs granted in February 2022, and 3,729 unvested RSUs granted in February 2023. For Mr. Anderson, the number of shares includes 11,039 unvested RSUs granted in May 2019 in connection with the Supplemental Incentive Plan, 3,011 unvested RSUs granted in July 2020 upon the successful completion of the Live Media business divestiture, 3,331 unvested RSUs granted in February 2021, 2,431 unvested RSUs granted in February 2022, and 2,739 unvested RSUs granted in February 2023. For Mr. Mehrotra, the number of shares includes 6,046 unvested RSUs granted in January 2021, 2,294 unvested RSUs granted in February 2021, 1,842 unvested RSUs granted in February 2022, 2,500 unvested RSUs granted in August 2022 in connection with his promotion to Executive Vice President, Broadband & 5G, and 1,728 unvested RSUs granted in February 2023.

~~(4)~~

For each of the Directors and Executive Officers who served in such positions as of July 1, 2020, other than Mr. Vestjens, the number of shares includes unvested RSUs granted to them on July 1, 2020 in place of cash compensation, as follows: Mr. Aldrich - 370; Mr. Anderson – 765; Mr. Balk - 306; Mr. Berglund - 283; Ms. Brink - 261; Ms. Brown - 306; Ms. Calderon - 248; Mr. Chand – 964;and Mr. Klein – 283.

~~(5)~~

For each of Messrs. Anderson, Mehrotra, Parks, and Vestjens, the number of shares includes shares of Belden Common Stock held in a 401(k) account pursuant to the terms of Belden's 401(k) employee contribution matching program. They hold the following numbers of shares in a 401(k) account: Mr. Anderson – 711; Mr. Chand – 788; Mr. Mehrotra – 680; Mr. Parks – 748; Mr. Vestjens – 348.

~~(6)~~

Reflects the number of shares that could be purchased by exercise of stock options and the number of SARs that are exercisable at March 28, 2023, or within 60 days thereafter, under the Company’s long-term incentive plans. Upon exercise of a SAR, the holder would receive the difference between the market price of Belden shares on the date of exercise and the exercise price paid in the form of Belden shares. This column includes stock options and SARs that are exercisable without regard to whether the current market price of Belden common stock is greater than the applicable exercise price.

~~(7)~~

Represents the total of the “Number of Shares Beneficially Owned” column (excluding RSUs, which do not have voting rights before vesting) divided by the number of shares outstanding at March 28, 2023 – 42,529,628.

~~(8)~~

~~Includes 2,400 shares held in trust for spouse and children and 34,380 shares held in a grantor retained annuity trust.~~

~~(9)~~

~~Ms. Lee was awarded 2,500 RSUs upon her appointment to the Board on March 31, 2023 that will vest in thirds on each of the first three anniversaries of her appointment to the Board.~~

~~(10)~~

~~Includes 500 shares held in spouse’s retirement account.~~


~~Page 48~~	~~2023 Proxy Statement~~

BENEFICIAL OWNERSHIP TABLE OF STOCKHOLDERS OWNING MORE THAN FIVE PERCENT

The following table shows information regarding those stockholders known to the Company to beneficially own more than 5% of the outstanding Belden shares as of December 31, ~~2022.~~

2023.

Name and Address of Beneficial Owner

Amount and

Nature of

Beneficial

Ownership

Percent of

Outstanding

Common

Stock(1)

~~Beneficial~~

~~Ownership~~

~~Common~~

~~Stock~~⁽¹⁾

BlackRock, Inc.

~~4,924,614~~⁽²⁾

~~11.50%~~

55 East 52nd Street

New York, NY 10022

4,996,059(2)

12.16%

The Vanguard Group

~~4,429,029~~⁽³⁾

~~10.34%~~

100 Vanguard Boulevard

Malvern, PA 19355

4,647,224(3)

~~(1)~~11.31%

~~Based on 42,833,107 shares outstanding on December 31, 2022.~~

(1)Based on 41,077,321 shares outstanding on December 31, 2023.

(2)Information based on Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 23, 2024, reporting sole voting power over 4,928,109 shares and sole dispositive power over 4,996,059 shares.

(3)Information based on Schedule 13G/A filed with the SEC by the Vanguard Group on February 13, 2024, reporting shared voting power over 58,874 shares, sole dispositive power over 4,452,806 shares, and shared dispositive power over 104,418 shares.

~~(2)~~
Page 50			2024 Proxy Statement~~Information based on Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 26, 2023, reporting sole voting power over 4,846,249 shares and sole dispositive power over 4,924,614 shares.~~

~~(3)~~

Information based on Schedule 13G/A filed with the SEC by the Vanguard Group on February 9, 2023, reporting shared voting power over 52,642 shares, sole dispositive power over 4,334,114 shares, and shared dipositive power over 94,915 shares.

Table of Contents

~~2023 Proxy Statement~~

~~Page 49~~

OTHER MATTERS

The Company knows of no other matters that will be brought before the annual meeting. If other matters are introduced, the persons named in the proxy as the proxy holders will vote on such matters in their discretion.

FREQUENTLY ASKED QUESTIONS

Q: Why am I receiving these materials?

A:The Board of Directors (the “Board”) of Belden Inc. (sometimes referred to as the “Company” or “Belden”) is providing these proxy materials to you in connection with the solicitation of proxies by Belden on behalf of the Board for the ~~2023~~2024 annual meeting of stockholders which will take place on May ~~25, 2023.~~23, 2024. This proxy statement includes information about the issues to be voted on at the meeting. You are invited to attend the meeting virtually and we request that you vote on the proposals described in this proxy statement.

Q: Why am I being asked to review materials online?

A:Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our stockholders on the Internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. We began mailing the Notice of Internet Availability of Proxy Materials to stockholders on April ~~11, 2023.~~9, 2024.

Q: Who is qualified to vote?

A:You are qualified to receive notice of and to vote at the annual meeting if you owned shares of common stock of the Company at the close of business on our record date of March ~~28, 2023.~~26, 2024. On the record date, there were ~~42,529,628~~40,664,226 shares of Belden common stock outstanding.

Each share is entitled to one vote on each matter properly brought before the annual meeting.

Q: What information is available for review?

A:The information included in this proxy statement relates to the proposals to be voted on at the meeting, the voting process, the compensation of directors and our most highly paid officers, and certain other required information. Our ~~2022~~2023 Annual Report to Stockholders, which includes our Annual Report on Form ~~10‑K,~~10-K, is also available on-line. The Form ~~10‑K~~10-K includes our ~~2022~~2023 audited financial statements with notes and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Q: What matters will be voted on at the meeting?

A:Three matters will be voted on at the meeting:

(1)the election of the ~~ten~~nine directors nominated by the Board, each for a term of one year;

(2)the ratification of the appointment of Ernst & Young as the Company’s independent registered public accountant for ~~2023;~~

2024; and

(3)an advisory vote on executive compensation for ~~2022; and~~

2023.

~~(4)~~

~~an advisory vote on the frequency of future advisory votes on executive compensation.~~

Q: What are Belden’s voting recommendations?

A:Our Board of Directors recommends that you vote your shares:

(1)FOR the Company’s slate of directors;

(2)FOR the ratification of Ernst & Young; and

(3)FOR the approval of the Company’s executive ~~compensation; and~~

~~(4)~~compensation.

~~ANNUAL advisory votes on executive compensation.~~


~~Page 50~~	~~2023 Proxy Statement~~

Q: What shares owned by me can be voted?

A:All shares owned by you as of March ~~28, 2023,~~26, 2024, the record date, may be voted by you. These shares include those (1) held directly in your name as the stockholder of record, and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee.


			2024 Proxy Statement			Page 51

Table of Contents

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A: Some Belden stockholders hold their shares through a stock broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with Belden’s transfer agent, ~~American Stock Transfer &~~Equiniti Trust Company, you are considered (with respect to those shares) the stockholder of record and the Notice of Internet Availability of Proxy Materials is being sent directly to you by Belden. As the stockholder of record, you have the right to grant your voting proxy directly to Belden or to vote in person at the meeting.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name” (that is, the name of your stock broker, bank, or other nominee) and the Notice of Internet Availability of Proxy Materials is being forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote and are also invited to attend the meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the meeting.

Q: How can I vote my shares in person at the meeting?

A: Shares held directly in your name as the stockholder of record may be voted in person at the annual meeting. If you choose to do so, please bring proof of identification.

Even if you plan to attend the annual meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you decide later not to attend the meeting.

Q: How can I vote my shares without attending the meeting?

A: Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. You will be able to do this over the Internet by following the instructions on your Notice of Internet Availability of Proxy Materials. If you request a full delivery of the proxy materials, a proxy card will be included that will contain instructions on how to vote by telephone or mail in addition to the Internet.

Q: Can I change my vote?

A: You may change your proxy or voting instructions at any time prior to the vote at the annual meeting. For shares held directly in your name, you may accomplish this by granting a new proxy or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares held beneficially by you, you may accomplish this by submitting new voting instructions to your broker or nominee.

Q: What class of shares is entitled to be voted?

A: Each share of our common stock outstanding as of the close of business on March ~~28, 2023,~~26, 2024, the record date, is entitled to one vote at the annual meeting.

Q: What about shares held pursuant to a Belden 401(k) or other benefit plan?

A: If you are a participant in the Belden Retirement Savings Plan and hold shares of Belden Inc. common stock pursuant to either plan, you will receive a proxy card associated with such shares from the plan administrator in addition to a proxy card from any other custodian through which you hold shares. To allow sufficient time for the Belden Retirement Savings Plan ~~or Tripwire Inc. 401(k) Plan~~ Trustee to vote, the trustee must receive your voting instructions by 11:59 p.m. Eastern time on May 22, ~~2023.~~2024. If the trustee does not receive your instructions by that date, the trustee will not vote your shares.

Q: What is the quorum requirement for the meeting?

A: The quorum requirement for holding the meeting and transacting business is a majority of the outstanding shares entitled to vote. The shares may be present in person or represented by proxy at the meeting. Both abstentions and withheld votes are counted as present for the purpose of determining the presence of a quorum for the meeting.

~~2023~~
Page 52			2024 Proxy Statement			~~Page 51~~

Table of Contents

Q: What are the voting requirements to approve the proposals and how are votes withheld, abstentions and broker non-votes treated?

A:The following table describes the voting requirements and treatment of votes withheld, abstentions, and broker non-votes for each proposal:

Proposal

Voting Requirement

Tabulation Treatment

Votes Withheld/Abstentions

Broker Non-Votes

~~Proposal~~

~~Voting Requirement~~

~~Tabulation Treatment~~

~~Votes Withheld/Abstentions~~

~~Broker Non-Votes~~

Election of Directors

Majority of votes cast for
or against a particular director*

Present for quorum purposes; not counted in determining whether a director has received more votes
cast for his or her election to the board than against

Not present for quorum purposes; brokers do not have discretion to vote non-votes in favor of directors

Ratification of Ernst &
Young

No requirement; not binding on company

The Board of Directors will consider the number of abstentions in its analysis of the results of the advisory vote

Count as present for quorum purposes; brokers have discretion to vote non-votes in favor of ratification

Advisory vote on
executive
compensation

No requirement; not binding on company

The Board of Directors will consider the number of abstentions in its analysis of the results of the advisory vote

Not present for quorum purposes; brokers do not have discretion to vote non-votes in favor of compensation matters

Advisory vote on frequency of
future advisory votes on executive compensation

~~No requirement; not binding on company~~

~~The Board of Directors will consider the number of abstentions in its analysis of the results of the advisory vote~~

~~Not present for quorum purposes; brokers do not have discretion to vote non-votes in favor of compensation matters~~

*The Company’s bylaws, as amended, provide that, in an uncontested election, a director must receive more votes “for” than votes “against” to be elected to the Board. An incumbent director that fails to receive such a majority shall tender his or her resignation, which will be considered by the Board’s Nominating and Corporate Governance Committee.

The Company’s bylaws, as amended, provide that, in an uncontested election, a director must receive more votes “for” than votes “against” to be elected to the Board. An incumbent director that fails to receive such a majority shall tender his or her resignation, which will be considered by the Board’s Nominating and Corporate Governance Committee.

Q: Where can I find the voting results of the meeting?

A: We will announce preliminary voting results at the meeting and publish final results in a report on Form ~~8‑K~~8-K within four business days of the date on which our meeting ends.

Q: What happens if additional proposals are presented at the meeting?

A: Other than the proposals described in this proxy statement, we do not expect any matters to be presented for a vote at the annual meeting. If you grant a proxy, the persons named as proxy holders, Brian E. Anderson, the Company’s Senior Vice President–Legal, General Counsel and Corporate Secretary, and Nicholas E. Eckelkamp, the Company’s Vice President, Assistant General Counsel and Assistant Corporate Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

Q: Who will count the votes?

A: A representative of Broadridge Financial Solutions, Inc. will tabulate the votes and will act as the inspector of election.

Q: Is my vote confidential?

A: Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Belden or to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, or (3) to facilitate a successful proxy solicitation by our Board. Occasionally, stockholders provide written comments on their proxy cards, which are then forwarded to Belden management.


~~Page 52~~	~~2023 Proxy Statement~~

Q: Who will bear the cost of soliciting votes for the meeting?

A: Belden has retained Alliance Advisors LLC to act as proxy solicitor for the annual meeting and to provide other advisory services throughout the year. Belden will bear the cost of this arrangement, which amounts to ~~$7,000~~$9,000 annually. Upon request, the Company will reimburse brokers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of the Company’s common stock.

~~2023~~
			2024 Proxy Statement			Page 53

Table of Contents

STOCKHOLDER PROPOSALS FOR THE ~~2024~~2025 ANNUAL MEETING

You may submit proposals for consideration at future stockholder meetings, including director nominations.

Stockholder Proposals: To be included in the Company’s proxy statement and form of proxy for the 2023 annual meeting, a stockholder proposal must, in addition to satisfying the other requirements of the Company’s bylaws and the SEC’s rules and regulations, be received at the Company’s principal executive offices by December ~~12, 2023.~~10, 2024. If you want the Company to consider a proposal at the ~~2023~~2025 annual meeting that will not be included in the Company’s proxy statement, among other things, the Company’s bylaws require that you notify our Board of your proposal no earlier than January ~~25, 2024~~23, 2025 and no later than February ~~24, 2024.~~22, 2025

Nomination of Director Candidates: The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders if such nominations are submitted to the Company prior to the deadline for proposals to be included in future proxy statements as noted in the above paragraph. To have a candidate considered by the Committee, a stockholder must submit the recommendation in writing and must include the following information:

•

The name of the stockholder and evidence of the person’s ownership of Company stock, including the number of shares owned (whether direct ownership or derivative ownership) and the length of time of ownership; and

•The name of the stockholder and evidence of the person’s ownership of Company stock, including the number of shares owned (whether direct ownership or derivative ownership) and the length of time of ownership; and•

The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of Belden, the candidate’s ownership interest in the Company (if any), a description of any arrangements between the candidate and the nominating stockholder, and the person’s consent to be named as a director if selected by the Committee and nominated by the Board.

•The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of Belden, the candidate’s ownership interest in the Company (if any), a description of any arrangements between the candidate and the nominating stockholder, and the person’s consent to be named as a director if selected by the Committee and nominated by the Board.

In considering candidates submitted by stockholders, the Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. The Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Committee examines a candidate’s specific experiences and skills, time availability in light of other commitments, potential conflicts of interest, and independence from management and Belden. The Committee also seeks to have the Board represent a diversity of backgrounds and experience.

The Committee will identify potential nominees by asking current directors and executive officers to notify the Committee if they become aware of persons, meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board. The Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the Committee will also consider candidates recommended by stockholders.

Once a person has been identified by the Committee as a potential candidate, the Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Committee determines that the candidate warrants further consideration, the Chairman or another member of the Committee may contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Committee will request information from the candidate, review the person’s accomplishments and qualifications, and conduct one or more interviews with the candidate. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Committee’s evaluation process will not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the Board may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.


Page 54			~~2023~~2024 Proxy Statement

Table of Contents

APPENDIX I

The performance factors applicable to the NEOs, along with the respective threshold, target and actual performance levels and the respective financial factor scores, are illustrated below (numbers other than working capital turns are shown in thousands):

2022 ACIP

Category

Threshold

Target

Maximum

Actual

Score

Consolidated Net Income from Continuing Operations ($)

195,000

243,000

268,000

283,000

2.00

Consolidated EBITDA ($)

364,000

405,000

425,000

441,000

2.00

Consolidated Revenues ($)

2,166,000

2,354,000

2,542,000

2,644,000

2.00

Consolidated Operating Working Capital Turns

7.1

7.6

8.1

5.9

0.00

Industrial Automation Solutions EBITDA ($)

244,000

305,000

335,000

351,000

2.00

Industrial Automation Solutions Revenues ($)

1,161,000

1,262,000

1,363,000

1,409,000

2.00

Industrial Automation Solutions Inventory Turns

4.8

5.3

5.8

4.8

0.50

Broadband & 5G EBITDA ($)

79,000

99,000

109,000

83,000

0.58

Broadband & 5G Revenues ($)

476,000

517,000

559,000

564,000

2.00

Broadband & 5G Operating Working Capital Turns

3.7

4.2

4.7

3.2

0.00


	2023 ACIP
Category	Threshold	Target	Maximum	Actual	Score
Consolidated Net Income ($)	236,436	295,545	325,100	288,792	0.94
Consolidated EBITDA ($)	412,334	458,148	481,056	432,101	0.72
Consolidated Revenues ($)	2,426,229	2,637,205	2,848,181	2,497,057	0.67
Industrial Automation Solutions EBITDA ($)	282,548	353,185	388,504	356,388	1.09
Industrial Automation Solutions Revenues ($)	1,343,427	1,460,247	1,577,067	1,386,267	0.68

Performance Factor Definitions

“Net ~~Income from Continuing Operations”~~Income” is consolidated revenues, less cost of sales, less selling, general and administrative expenses (“SG&A”), less interest expense, plus interest income, plus other income, less other expense, less tax expense, and less any loss from discontinued operations.

“EBITDA” is GAAP operating income, adjusted in a manner consistent with the Company’s use of Adjusted EBITDA in its periodic filings on Forms ~~10‑K, 10‑Q~~10-K, 10-Q and ~~8‑K,~~8-K, whether on a consolidated basis or of the applicable business platform.

“Revenue” is revenue, adjusted in a manner consistent with the Company’s use of Adjusted Revenue in its periodic filings on Forms ~~10‑K, 10‑Q~~10-K, 10-Q and ~~8‑K,~~8-K, whether on a consolidated basis or with respect to the applicable business platform.

“Operating Working Capital Turns”, whether on a consolidated basis or with respect to the applicable business platform, are based on a monthly average of working capital turns during the applicable performance period and for each individual month were computed based on a ratio calculated at the end of the month of (i) annualized actual cost of goods sold for the prior two months and the current month to (ii) operating working capital at the end of the month.

“Inventory Turns” are based on a monthly average of inventory turns during the applicable performance period and for each individual month were computed based on a ratio calculated at the end of the month of (i) annualized actual cost of goods sold for the prior two months and the current month to (ii) inventory at the end of the month.

Below is a summary of the applicable performance factors and weighting percentages for each NEO and a calculation of each NEO’s applicable Financial Factor for the performance period (rounded to two decimal places):

Messrs. Vestjens, Parks and Anderson - 2022

Category

Score

Weighting

Contribution to
Financial Factor

Consolidated Net Income from Continuing Operations

2.00

25%

0.50

Consolidated EBITDA

2.00

25%

0.50

Consolidated Revenue

2.00

25%

0.50

Consolidated Operating Working Capital Turns

0.00

25%

—

Consolidated Financial Factor

1.50


Dr. Chand - 2023
Category	Score	Weighting	Contribution to Financial Factor
Consolidated Net Income	0.94	33.3%	0.31
Consolidated EBITDA	0.72	25%	0.18
Consolidated Revenue	0.67	25%	0.17
Industrial Automation Solutions EBITDA	1.09	8.3%	0.09
Industrial Automation Solutions Revenue	0.68	4.2%	0.03
Consolidated Belden Financial Factor	0.80	4.2%	0.03
Dr. Chand Financial Factor			0.81


Messrs. Parks and Anderson, Ms. Tate - 2023
Category	Score	Weighting	Contribution to Financial Factor
Consolidated Net Income	0.94	40%	0.38
Consolidated EBITDA	0.72	30%	0.22
Consolidated Revenue	0.67	30%	0.20
Consolidated Financial Factor			0.80


Mr. Lieser – 2023
Category	Score	Weighting	Contribution to Financial Factor
Industrial Automation Solutions EBITDA	1.09	50%	0.55
Industrial Automation Solutions Revenue	0.68	25%	0.17
Consolidated Belden Financial Factor	0.80	25%	0.20
Industrial Automation Financial Factor			0.92

~~2023~~
			2024 Proxy Statement			Page I-1

Mr. Chand – 2022

Category

Score

Weighting

Contribution to
Financial Factor

Industrial Automation Solutions EBITDA

2.00

50%

1.00

Industrial Automation Solutions Revenue

2.00

25%

0.50

Industrial Automation Solutions Inventory Turns

0.50

25%

0.13

Consolidated Financial Factor

1.63

Mr. Mehrotra - 2022

Category

Score

Weighting

Contribution to
Financial Factor

Consolidated Net Income from Continuing Operations

2.00

16.67%

0.33

Consolidated EBITDA

2.00

16.67%

0.33

Consolidated Revenue

2.00

16.67%

0.33

Consolidated Operating Working Capital Turns

0.00

16.67%

—

Broadband & 5G EBITDA ($)

0.58

16.67%

0.10

Broadband & 5G Revenues ($)

2.00

8.33%

��

0.17

Broadband & 5G Operating Working Capital Turns

0.00

8.33%

—

Consolidated Financial Factor

1.26

Proxy_Back (1).jpg


~~Page I-2~~	~~2023 Proxy Statement~~

~~BELDEN 1 N BRENTWOOD BLVD. 15TH FLOOR, ST. LOUIS, MO 63105 315.854.8000 BELDEN.COM~~

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ~~ONLY THIS~~ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ~~V09718-P87854~~V37605-P06272 For Against Abstain For Against Abstain ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! !! ! !! BELDEN INC. 1 NORTH BRENTWOOD BOULEVARD 15TH FLOOR ST. LOUIS, MO 63105 1b. Lance C. Balk 1c. ~~Steven W. Berglund 1d.~~ Diane D. Brink ~~1e.~~1d. Judy L. Brown ~~1j.~~1i. Gregory J. McCray ~~1i.~~1h. YY Lee ~~1h.~~1g. Jonathan C. Klein ~~1g.~~1f. Ashish Chand ~~1f.~~1e. Nancy Calderon 1a. David J. Aldrich Nominees: 1. Election of Directors BELDEN INC. The Board of Directors recommends you vote FOR the following: The Board of Directors recommends you vote FOR proposals 2 and 3. ~~The Board of Directors recommends you vote 1 YEAR on the following proposal:~~ 2. Ratification of the appointment of Ernst && Young as the ~~Company’s~~Company’s Independent Registered Public Accounting Firm for ~~2023. 4. Advisory vote on frequency of future advisory votes related to executive officer compensation.~~2024. NOTE: In their discretion, proxies are authorized to transact and vote upon such other business as may properly come before the meeting. 3. Advisory vote on executive compensation for ~~2022.~~2023. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Yes No Please indicate if you plan to attend this meeting. ~~1 Year 2 Years 3 Years Abstain~~ SCAN TO VIEW MATERIALS ~~& VOTE~~& VOTEw VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Participants in the Belden Retirement Savings Plan or Tripwire 401(k) Plan have an earlier voting deadline, described on the reverse side, to vote shares held through such plan(s). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. Participants in the Belden Retirement Savings Plan or Tripwire 401(k) Plan have an earlier voting deadline, described on the reverse side, to vote shares held through such plan(s). VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ~~V09719-P87854~~


~~Page I-2~~	~~2022 Proxy Statement~~

V37606-P06272 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. BELDEN INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY ~~25, 2023~~23, 2024 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of Belden Inc. appoints Brian E. Anderson and Nicholas E. Eckelkamp as proxies, acting jointly or severally and with full power of substitution, for and in the name of the undersigned to vote at the Annual Meeting of Stockholders to be held on May ~~25, 2023,~~23, 2024, beginning at ~~8:00 a.m.~~12:30 p.m., Central Time, in the ~~Mississippi~~Laclede Room on the ~~8th~~6th Floor of the Four Seasons Hotel St. Louis, 999 N. Second Street, St. Louis, Missouri 63102 and at any adjournments or postponements thereof, as directed, on the matters set forth in the accompanying Proxy Statement and on all other matters that may properly come before the Annual Meeting, including on a motion to adjourn or postpone the Annual Meeting to another time or place (or both) for the purpose of soliciting additional proxies. Signing and dating this proxy card will have the effect of revoking any proxy card that you signed on an earlier date, and will constitute a revocation of all previously granted authority to vote for every proposal included on any proxy card. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO CHOICE IS SPECIFIED AND THE PROXY IS SIGNED AND RETURNED, THEN THE PROXY WILL BE VOTED ON THE PROPOSALS CONSISTENT WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. If you are a participant in the Belden Retirement Savings Plan and hold shares of Belden Inc. common stock pursuant to the plan, you will receive a proxy card associated with such shares from the plan administrator in addition to a proxy card from any other custodian through which you hold shares. To allow sufficient time for the Belden Retirement Savings Plan Trustee to vote, the trustee must receive your voting instructions by 11:59 p.m. Eastern Time on May ~~22, 2023.~~20, 2024. If the trustee does not receive your instructions by that date, the trustee will not vote your shares. Receipt is hereby acknowledged of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April ~~11, 2023,~~9, 2024, and the Annual Report to Stockholders for the year ended December 31, ~~2022.~~2023. Continued and to be signed on reverse side

Director	Fees Earned or Paid in Cash⁽¹⁾ ($)		Stock Awards⁽²⁾ ($)		Option Awards ($)		All Other Compensation⁽³⁾ ($)		Total ($)

David Aldrich		140,000		195,012		—		905		335,917
Lance C. Balk		100,000		144,990		—		26,096		271,086
Steven W. Berglund		100,000		144,990		—		676		245,666
Diane D. Brink		105,000		144,990		—		666		250,656
Judy L. Brown		105,000		144,990		—		684		250,674
Nancy Calderon		100,833		144,990		—		661		246,484
Brian Cressey		39,583		144,990		—		776		185,349
Jonathan Klein		100,000		144,990		—		676		245,666
George Minnich		43,750		144,990		—		19,744		208,484
Gregory McCray		87,083		287,765		—		—		374,848

Name	Annual Base Salary at December 31, 2022

Mr. Vestjens	$	1,000,000
Mr. Parks	$	543,900
Mr. Anderson	$	488,400
Mr. Chand	$	531,463
Mr. Mehrotra	$	420,000

NEO	SARs⁽¹⁾		PSUs		RSUs

Mr. Vestjens		39,793		33,184		16,592
Mr. Parks		8,657		7,220		3,610
Mr. Anderson		5,830		4,862		2,431
Mr. Chand		11,572		9,650		4,825
Mr. Mehrotra⁽²⁾		4,417		3,683		4,342

Performance Measure

2022 Consolidated Net Income	$	285,400,000
2022 Consolidated EBITDA	$	443,600,000
2022 Consolidated Revenue	$	2,606,000,000
Relative Total Shareholder Return (S&P Industrial 1500 Index) (2020-2022)	79%
Consolidated Free Cash Flow (2020-2022)	$	536,000,000
2022 Adjusted Earnings Per Share	$	6.41

							Change
							in Pension
						Non-	Value and
						Equity	Nonqualified
						Incentive	Deferred
						Plan	Compen-	All Other
				Stock	Option	Compen-	sation	Compensa-
		Salary⁽¹⁾	Bonus⁽²⁾	Awards⁽³⁾	Awards⁽⁴⁾	sation⁽⁵⁾	Earnings⁽⁶⁾	tion⁽⁷⁾	Total
Name and Principal	Year	($)	($)	($)	($)	($)	($)	($)	($)
Position (a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

Roel Vestjens	2022	946,875	—	3,026,712	874,650	1,950,000	—	138,290	6,936,527
President and	2021	778,125	—	3,077,646	895,635	1,996,313	—	83,604	6,831,323
Chief Executive Officer	2020	424,594	—	1,133,356	197,989	858,000	—	34,252	2,648,191

Jeremy Parks	2022	530,425	—	668,247	190,281	685,314	—	182,143	2,256,410
Senior Vice	2021	459,375	271,259	1,197,960	200,624	735,735	—	119,343	2,984,296
President, Finance,
and Chief Financial Officer
Brian Anderson	2022	476,300	—	443,463	128,143	615,384	—	49,574	1,712,864
Senior Vice President, Legal	2021	440,000	—	510,708	148,629	720,720	34,195	40,062	1,894,314
General Counsel and Corporate Secretary	2020	305,008	50,000	713,275	116,471	258,342	124,468	27,815	1,595,379
Ashish Chand	2022	523,942	—	880,177	254,353	877,113	—	396,868	2,932,453
Executive Vice President,	2021	494,285	—	3,723,987	240,138	865,219	—	280,777	5,604,406
Industrial Automation	2020	395,738	—	784,956	170,042	287,930	—	802,029	2,440,695
Anshu Mehrotra	2022	415,000	—	504,967	97,086	425,954	—	63,004	1,506,011
Executive Vice President,	2021	385,608	400,000	1,138,266	102,362	655,200	—	20,076	2,701,512
Broadband & 5G

	Mr. Vestjens		Mr. Parks		Mr. Anderson		Mr. Chand		Mr. Mehrotra

2022		9,496,763		2,085,676		1,391,430		2,761,684		1,223,050
2021		5,249,799		1,684,526		871,155		5,999,239		1,386,500
2020		1,839,291		—		1,139,927		1,306,644		—

					Life
			Company’s		Insurance
			Contributions		and Long
			In Its Defined		Term		Tax		Restricted				LTI
			Contribution		Disability		Preparation		Stock				Cash		Housing
	Total		Plan		Benefits		Costs		Dividends		Airfare		Bonus		Allowance

Roel Vestjens		138,290		118,718		4,863		7,500		7,209		—		—		—
Jeremy Parks		182,143		43,252		2,733		—		748		67,526		—		67,884
Brian Anderson		49,574		40,141		4,327		4,800		306		—		—		—
Ashish Chand		396,868		52,728		5,418		—		1,159		—		87,563		250,000
Anshu Mehrotra		63,004		34,434		5,052		—		1,209		3,184		—		19,125

			Present Value of
		Number of Years	Accumulated		Payments During
		Credited Service	Benefit⁽²⁾		Last Fiscal Year
Name	Plan Name⁽¹⁾	(#)	($)		($)
(a)	(b)	(c)	(d)		(e)

Roel Vestjens	Pension Plan	—	—		—
	Excess Plan		—		—
Jeremy Parks	Pension Plan	12.4		205,092	—
	Excess Plan		—		—
Brian Anderson	Pension Plan	14.6		262,863	—
	Excess Plan			169,121	—
Ashish Chand	Pension Plan	—	—		—
	Excess Plan		—		—
Anshu Mehrotra	Pension Plan	—	—		—
	Excess Plan		—		—

					Accelerated Vesting
			2022 Non-		of Equity Value
			Equity				Stock		Welfare		Excise Tax
	Aggregate		Incentive Plan		Restricted		Options/		Benefits		Gross-up
	Severance		Compensation		Stock Units		SARs		Continuation		Payment		Total
Name	($)		($)		($)		($)		($)		($)		($)

Roel Vestjens
Termination not for cause not in connection with a change in control		3,450,000		1,950,000		—		—		30,782		—		5,430,782
Termination not for cause by the Company or for good reason by the officer after a change in control		4,600,000		1,950,000		8,944,025		1,669,550		41,042		—		17,204,617
Death/Disability		—		1,950,000		8,944,025		1,669,550		—				12,563,575
Retirement		—		—		—		—		—		—		—
Jeremy Parks
Termination not for cause not in connection with a change in control		924,630		685,314		—		—		21,680		—		1,631,624
Termination not for cause by the Company or for good reason by the officer after a change in control		1,849,260		685,314		2,291,644		352,560		43,360		—		5,222,138
Death/Disability		—		685,314		2,291,644		352,560		—		—		3,329,518
Retirement		—				—		—		—		—		—
Brian Anderson
Termination not for cause not in connection with a change in control		830,280		615,384		—		—		23,275		—		1,468,939
Termination not for cause by the Company or for good reason by the officer after a change in control		1,660,560		615,384		2,874,701		294,675		46,550		—		5,491,870
Death/Disability		—		615,384		2,874,701		294,675		—		—		3,784,760
Retirement		—		—				—		—		—		—
Ashish Chand
Termination not for cause not in connection with a change in control		930,060		877,113		—		—		24,367		—		1,831,540
Termination not for cause by the Company or for good reason by the officer after a change in control		1,860,121		877,113		6,199,375		455,492		48,734		—		9,440,835
Death/Disability		—		877,113		6,199,375		455,492		—		—		7,531,980
Retirement		—		—		—		—		—		—		—
Anshu Mehrotra
Termination not for cause not in connection with a change in control		735,000		425,954		—		—		23,926		—		1,184,880
Termination not for cause by the Company or for good reason by the officer after a change in control		1,470,000		425,954		1,947,673		179,865		47,852		—		4,071,344
Death/Disability		—		425,954		1,947,673		179,865		—		—		2,553,492
Retirement		—		—		—		—		—		—		—

Name	Number of Shares		Acquirable Within		Percent of Class
	Beneficially Owned^{(1)(2)(3)(4)(5)}		60 Days⁽⁶⁾		Outstanding⁽⁷⁾
David Aldrich		55,641		—	*
Brian Anderson		41,848		51,023	*
Lance Balk⁽⁸⁾		114,646		—	*
Steven W. Berglund		26,463		—	*
Diane D. Brink		18,783		—	*
Judy L. Brown		27,723		—	*
Nancy Calderon		6,210		—	*
Ashish Chand		72,842		37,650	*
Jonathan Klein		11,553		—	*
YY Lee⁽⁹⁾		—		—	*
Gregory McCray		5,155		—	*
Anshu Mehrotra		15,090		5,202	*
Jeremy Parks ⁽¹⁰⁾		26,730		10,194	*
Roel Vestjens		348		8,356	*
All directors and executive officers as a group (17 persons)		462,145		139,872	*

	2022 ACIP
Category	Threshold		Target		Maximum		Actual		Score
Consolidated Net Income from Continuing Operations ($)		195,000		243,000		268,000		283,000		2.00
Consolidated EBITDA ($)		364,000		405,000		425,000		441,000		2.00
Consolidated Revenues ($)		2,166,000		2,354,000		2,542,000		2,644,000		2.00
Consolidated Operating Working Capital Turns		7.1		7.6		8.1		5.9	0.00
Industrial Automation Solutions EBITDA ($)		244,000		305,000		335,000		351,000		2.00
Industrial Automation Solutions Revenues ($)		1,161,000		1,262,000		1,363,000		1,409,000		2.00
Industrial Automation Solutions Inventory Turns		4.8		5.3		5.8		4.8	0.50
Broadband & 5G EBITDA ($)		79,000		99,000		109,000		83,000		0.58
Broadband & 5G Revenues ($)		476,000		517,000		559,000		564,000		2.00
Broadband & 5G Operating Working Capital Turns		3.7		4.2		4.7		3.2	0.00

Mr. Chand – 2022
Category	Score		Weighting	Contribution to Financial Factor
Industrial Automation Solutions EBITDA		2.00	50%		1.00
Industrial Automation Solutions Revenue		2.00	25%		0.50
Industrial Automation Solutions Inventory Turns		0.50	25%		0.13
Consolidated Financial Factor					1.63

Mr. Mehrotra - 2022
Category	Score		Weighting		Contribution to Financial Factor
Consolidated Net Income from Continuing Operations		2.00	16.67%			0.33
Consolidated EBITDA		2.00	16.67%			0.33
Consolidated Revenue		2.00	16.67%			0.33
Consolidated Operating Working Capital Turns		0.00	16.67%			—
Broadband & 5G EBITDA ($)		0.58	16.67%			0.10
Broadband & 5G Revenues ($)		2.00	8.33%	��		0.17
Broadband & 5G Operating Working Capital Turns		0.00	8.33%			—
Consolidated Financial Factor						1.26