Ashish Chand
BELDENAbout Ashish Chand
Ashish Chand is President and Chief Executive Officer of Belden Inc. (BDC) and a member of the Board of Directors. He is age 50 and has served as a director since 2023; prior roles include Executive Vice President – Industrial Automation Solutions (June 2019–February 2023) and Managing Director, Belden Asia Pacific (from August 2017), spanning sales, marketing, and operations across Asia and North America . Education: BA in Economics (Loyola College, Chennai), MBA (XLRI Jamshedpur), Doctorate of Business Administration (City University of Hong Kong) . Performance markers: Company TSR rose to a 208 value on a fixed $100 investment in 2024 while adjusted EPS was $6.36 and net income $198.4M; in 2023 TSR value was 143, adjusted EPS $6.83 and net income $242.6M, showing strong multi-year performance under PSU metrics (relative TSR and consolidated free cash flow) that converted at 1.935x for 2022 PSUs and 2.00x for 2021 PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Belden Inc. | Managing Director, Asia Pacific | Aug 2017– | Led regional operations; contributed to product strategy and go-to-market |
| Belden Inc. | EVP – Industrial Automation Solutions | Jun 2019–Feb 2023 | Drove long-term growth agenda; solutions strategy; go-to-market execution |
| Belden Inc. | President & CEO | 2023–present | Overall strategy, operational execution, shareholder communications |
External Roles
| Category | Current | Past 5 Years |
|---|---|---|
| Public Company Boards | None | None |
Fixed Compensation
Multi-year Summary Compensation Table for the CEO:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 523,942 | 847,102 | 937,500 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 880,177 | 9,767,895 | 5,275,708 |
| Option/SAR Awards ($) | 254,353 | 950,346 | — |
| Non-Equity Incentive Plan ($) | 877,113 | 823,500 | 1,466,563 |
| Change in Pension Value/NQDC ($) | — | — | — |
| All Other Compensation ($) | 396,868 | 369,390 | 354,130 (includes $250,000 housing allowance) |
| Total ($) | 2,932,453 | 12,758,233 | 8,033,901 |
Grants of plan-based awards (2024):
| Award Type | Grant Date | Threshold | Target | Maximum | Shares/Units | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| ACIP (cash) | — | 593,750 | 1,187,500 | 2,375,000 (CEO max capped at 200% of target) | ||
| RSU | 2/21/2024 | — | — | — | 29,928 | 2,431,650 |
| PSU | 2/21/2024 | — | — | — | Target 29,928; Threshold 11,223; Max 59,856 | 2,844,058 |
Performance Compensation
Design highlights: PSUs measured over three years with 50% weighting to relative TSR vs S&P 1500 Industrials and 50% to consolidated free cash flow; conversion factors: TSR 0.25/1.00/2.00 (threshold/target/max), FCF 0.50/1.00/2.00; RSUs time-vest 25%/25%/50% over 3 years; stretch EPS awards on 2022 PSUs provide additional shares if EPS > $7.50, with distribution in Q1 2026 .
| Metric | Weighting | Target Definition | Actual (Cycle) | Payout/Conversion | Vesting/Distribution |
|---|---|---|---|---|---|
| Relative TSR (2022 PSU cycle) | 50% | Percentile vs S&P 1500 Industrials (Target 50th; Max 75th) | 82nd percentile (TSR) | 2.00x TSR factor; aggregate 1.935x with FCF | Shares delivered per conversion; standard plan distribution on PSU conversion |
| Consolidated Free Cash Flow (2022 PSU cycle) | 50% | Target $590M; Max $707M | $693M | 1.87x FCF factor; aggregate 1.935x | Shares delivered per conversion; standard plan distribution |
| Relative TSR (2021 PSU cycle) | 50% | Target 50th; Max 75th | 79th percentile | 2.00x TSR factor | Converted and awarded Feb 2024 |
| Consolidated Free Cash Flow (2021 PSU cycle) | 50% | Target $495M; Max $693M | $672M | 1.89x FCF factor; aggregate 2.00x | Converted and awarded Feb 2024 |
| ACIP (Annual Cash Incentive Plan) – CEO | N/A | Company metrics include net income, EBITDA, revenue | 2024 payout $1,466,563 | CEO max capped at 200% of target | Annual cash payment |
Shares awarded upon conversion:
| PSU Cycle | PSUs | Shares Awarded |
|---|---|---|
| 2022 cycle (CEO) | 9,650 | 18,721 |
| 2021 cycle (CEO) | 10,764 | 20,936 |
Equity Ownership & Alignment
Beneficial ownership and acquirable within 60 days (as of March 25, 2025):
| Holder | Shares Beneficially Owned | Acquirable Within 60 Days | % of Class |
|---|---|---|---|
| Ashish Chand | 161,767 (includes unvested RSUs per footnote) | 16,064 | <1% |
Ownership guidelines and compliance:
- CEO must hold stock equal to 6x annual base salary; officers have a 5-year compliance timeline with interim milestones; officers prohibited from selling until guideline met .
- As of March 25, 2025, all NEOs met interim or five-year guidelines .
Hedging/pledging policy and trading plans:
- Hedging/monetization and pledging of Company stock are prohibited for executive officers and directors; 10b5-1 trading plans encouraged; insider trading policy filed as exhibit to 2024 Form 10-K .
Outstanding equity awards (selected CEO items at fiscal year-end):
- SARs/options: 1,103 exercisable at $89.23 expiring 2/25/2025; 1,477 exercisable at $74.91 expiring 2/22/2027; 2,312 exercisable at $72.73 expiring 2/28/2028; 4,373 exercisable at $45.11 expiring 2/16/2031; 3,857 unexercisable at $53.79 expiring 2/22/2032; 8,032 exercisable and 16,064 unexercisable at $85.77 expiring 3/07/2033 . Vesting schedule note: 3,857 SARs vested on 2/22/2025; 16,064 unexercisable SARs vest 8,032 on 3/7/2025 and 8,032 on 3/7/2026 .
- RSUs: Multiple unvested RSU tranches, including 29,928 awarded 2/21/2024; Supplemental 44,856 RSUs received on 8/17/2024 upon PSU conversion vest on 8/17/2025; RSUs generally time-vest 25%/25%/50% over 3 years .
Employment Terms
Severance plan and change-in-control structure:
- Uniform Belden 2020 Executive Severance Plan applies; double-trigger change-in-control for severance and accelerated vesting; no excise tax gross-ups; CEO ACIP capped at 200% of target .
- CEO severance multiple: 1.5x (base salary + target bonus) and 18 months of welfare benefits continuation for termination without cause not in connection with change-in-control; 12 months for non-CEO officers; specific plan definitions of “cause” provided .
Potential payments (CEO – illustrative amounts at 12/31/2024):
| Scenario | Aggregate Severance ($) | 2024 Non-Equity Incentive ($) | Accelerated RSU Value ($) | Stock Options/SARs ($) | Welfare Benefits Continuation ($) | Excise Tax Gross-up ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination not for cause, not in connection with change-in-control | 3,206,250 | 1,466,563 | — | — | 33,839 | — | 4,706,652 |
| Termination not for cause or for good reason after change-in-control | 4,275,000 | 1,466,563 | 21,421,617 | 658,027 | 67,678 | — | 27,888,885 |
| Death/Disability | — | 1,466,563 | 21,421,617 | 658,087 | — | — | 23,546,207 |
Clawback policy:
- Sarbanes-Oxley forfeiture for CEO/CFO upon misconduct-related restatement; broader recovery policy adopted November 30, 2023 under Dodd-Frank (erroneously awarded compensation) .
Perquisites and alignment:
- 2024 housing rental allowance of $250,000; other perquisites include defined contribution plan contributions, insurance, tax prep, restricted stock dividends; perquisite-light structure overall .
Board Governance
- Role: Management director (CEO) since 2023; Committees: none listed for Dr. Chand .
- Independence: Proxy does not mark Chand as “Independent”; Board has an Independent Chairman (David J. Aldrich) and independent committee chairs (e.g., Compensation Chair: Lance C. Balk; Audit Chair: Nancy Calderon), which mitigates executive influence over pay and oversight .
- Other boards: None currently, none in past five years .
- Director nominee snapshot confirms Chand among nine nominees for one-year terms in 2025 .
Performance & Track Record
- Pay versus performance: 2024 CEO SCT total $8.03M vs “compensation actually paid” $20.97M (driven by year-end fair value of awards); TSR value 208 vs peer 180; adjusted EPS $6.36; net income $198.4M .
- 2022 PSU cycle delivered 1.935x conversion (TSR 82nd percentile; FCF $693M); 2021 PSU cycle delivered 2.00x conversion (TSR 79th percentile; FCF $672M) .
- Shares awarded on PSU conversions to the CEO: 18,721 (2022 cycle) and 20,936 (2021 cycle), evidencing strong multi-year execution against TSR and FCF goals .
Say-on-Pay & Shareholder Feedback
- 2023 Say-on-Pay approval: 98.53% of votes cast in favor (over 94% of shares voting) .
Equity Ownership & Alignment Details
- Stock ownership guidelines: CEO 6x base salary; interim progress milestones; prohibition on selling until guideline met; all NEOs in compliance as of record date .
- Hedging/pledging: Prohibited; margin accounts prohibited; Rule 10b5-1 plans encouraged .
Compensation Structure Analysis
- Mix shifts: Large equity component via RSUs/PSUs; CEO ACIP capped at 200% target limits cash leverage .
- Performance linkage: Two-factor PSUs with relative TSR and multi-year FCF; stretch EPS-based supplemental shares on 2022 PSUs tie directly to hitting ≥$7.50–$8.00 EPS, with any additional shares distributed in Q1 2026 .
- Governance protections: Double-trigger CIC; no excise tax gross-ups; no option repricing or cash buyouts .
- Director and officer ownership guidelines strengthen alignment and retention incentives .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited (mitigates alignment concerns) .
- Tax gross-ups: None for CIC; table confirms no excise tax gross-up .
- Option repricing: No history .
- Clawback: Formal policy adopted 11/30/2023 per SEC/Dodd-Frank (reduces misconduct risk) .
Equity Ownership & Upcoming Vesting Pressure
- Significant unvested RSUs remained as of March 25, 2025, including tranches from 2021, 2023, 2024, and 2025 grants; supplemental 44,856 RSUs vest on 8/17/2025 .
- SAR vesting creates potential transaction windows: 8,032 vest 3/7/2025 and 8,032 vest 3/7/2026; blackout and 10b5-1 planning apply; selling is constrained by ownership guidelines until met .
Employment Terms
- Severance: CEO 1.5x base + target bonus; 18 months benefits continuation; double-trigger CIC accelerations; defined “cause” standards .
- Uniform severance plan replaced employment contracts; includes post-termination covenants and release .
Investment Implications
- Alignment: Strong pay-for-performance through multi-year PSUs tied to TSR and FCF, with stretch EPS shares, and stringent stock ownership/anti-hedging/anti-pledging policies; mitigates agency risk and signals confidence in multi-year targets .
- Retention and selling pressure: Material unvested RSUs and SAR tranches vesting through 2026 plus prohibition on selling until ownership guidelines met reduce near-term selling pressure; watch the August 17, 2025 RSU vest and March SAR vestings for potential 10b5-1 program activity windows .
- Change-in-control economics: Double-trigger design and absence of excise gross-ups are shareholder-friendly, but accelerated equity value under CIC is sizable ($21.4M RSUs; $658k SARs for CEO), implying meaningful event-driven optionality; severance multiple (1.5x) is moderate relative to peers .
- Governance: CEO is a management director without committee roles; independent chair and committee leadership provide checks and balances, lowering dual-role concerns; robust say-on-pay support (98.53%) suggests investor endorsement of the program .