Brian Anderson
BELDENAbout Brian Anderson
Brian E. Anderson is Senior Vice President, Legal, General Counsel and Corporate Secretary at Belden Inc. (BDC), appointed in April 2015 after serving as a Corporate Attorney at Belden since 2008; prior to Belden he practiced at Lewis Rice in St. Louis. He holds a B.S.B. in Accounting and an M.B.A. from Eastern Illinois University and a J.D. from Washington University in St. Louis; age 50 as of February 13, 2025 . In 2024, Belden delivered $2.461B revenue, $410.8M adjusted EBITDA, and $223.1M free cash flow; executive pay included strong pay-for-performance linkages, with 2022 PSU conversion at an aggregate 1.935x (TSR 82nd percentile; cumulative FCF $693M) . Anderson also leads the company’s Sustainability Steering Committee execution under the Board’s oversight framework .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Belden Inc. | Senior Vice President, Legal, General Counsel and Corporate Secretary | 2015–present | Leads legal, corporate secretary, and sustainability governance execution |
| Belden Inc. | Corporate Attorney | 2008–2015 | — |
| Lewis Rice (law firm) | Attorney | Pre-2008–2008 | — |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary actually received ($) | 476,300 | 517,704 | 543,296 |
| Base salary rate at year-end ($) | — | — | 548,571 |
| All other compensation ($) | 49,574 | 80,383 | 53,148 |
| Pension – years of credited service | — | — | 16.6 years |
| Pension – present value ($) | — | — | 347,704 (Pension Plan); 296,730 (Excess Plan) |
| Nonqualified deferred comp – executive contrib. ($) | — | — | 27,498 |
| Nonqualified deferred comp – registrant contrib. ($) | — | — | 22,349 |
| Nonqualified deferred comp – aggregate balance ($) | — | — | 654,905 |
| 2024 perquisites detail | — | — | Company DC plan contrib. $38,874; life/LTD $7,376; tax prep $4,900; RSU dividends $1,999 |
Performance Compensation
Annual Cash Incentive Plan (ACIP) – 2024
| Metric | Weight | H1 Factor | H2 Factor | Full-year Financial Factor |
|---|---|---|---|---|
| Consolidated Net Income | 40% | 0.73 | 1.74 | 1.24 |
| Consolidated EBITDA | 30% | 0.73 | 1.74 | 1.24 |
| Consolidated Revenues | 30% | 0.73 | 1.74 | 1.24 |
- Target bonus percentage: 70% of base salary for Anderson .
- Personal Performance Factor (PPF): NEO range 1.02–1.09 (individual PPF not separately disclosed) .
- 2024 ACIP payout: $483,724, paid after Committee approval in Feb 2025 .
Long-Term Incentives (LTI)
2024 grants and plan design:
- Mix: 50% RSUs (time-based), 50% PSUs (performance-based); no options/SARs issued to NEOs in 2024 .
- PSU metrics and periods: 50% relative TSR vs S&P 1500 Industrials (2/21/2024–12/31/2026); 50% cumulative FCF (1/1/2024–12/31/2026). Conversion factors: TSR 0.25–2.0; FCF 0.5–2.0 .
- RSU vesting: 25% on 1st anniversary, 25% on 2nd, 50% on 3rd .
| Grant (2/21/2024) | Shares/Units | Grant-date fair value ($) |
|---|---|---|
| RSUs | 5,262 | 427,538 |
| PSUs (target) | 5,262 (thresh. 1,973; max 10,524) | 500,048 |
Key vesting dates (2024 RSUs and prior awards):
- 2024 RSUs: 1,315 on 2/21/2025; 1,316 on 2/21/2026; 2,631 on 2/21/2027 .
- 2024 PSUs: settle in 2027 subject to performance .
- SARs vesting (unexercisable tranches): 1,931 vest on 3/7/2025 and 1,931 on 3/7/2026 (grant expiring 3/7/2033) .
2022–2024 PSU performance outcomes:
- For 2022 grants (performance period ended 12/31/2024): TSR percentile 82nd (and 84th on one tranche), FCF $693M vs $707M max; conversion ratios certified: TSR 2.00x; FCF 1.87x; aggregate factor 1.935x .
- Shares delivered to Anderson from 2022 PSUs: 9,432 .
Multi-Year Compensation Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock awards (grant-date fair value, $) | 443,463 | 788,769 | 927,585 |
| Non-equity incentive plan compensation (ACIP, $) | 615,384 | 298,338 | 483,724 |
| Option/SAR awards (grant-date fair value, $) | 128,143 | 232,065 | — |
| Total compensation ($) | 1,712,864 | 2,071,818 | 2,065,644 |
Equity Ownership & Alignment
| Ownership (as of 3/25/2025) | Amount |
|---|---|
| Shares beneficially owned | 44,306 (<1% of outstanding) |
| Acquirable within 60 days (options/SARs) | 38,353 |
- Stock ownership guidelines: executives must hold stock ≥3x salary (CEO 6x); interim progress required; as of March 25, 2025, each NEO met interim or full requirement; officers are prohibited from selling until in compliance .
- Hedging/pledging: hedging prohibited; executive officers and directors are prohibited from using margin accounts or pledging Belden stock .
- Insider exercises/vesting 2024: Anderson exercised SARs yielding 4,812 shares; value realized $951,104; multiple exercises detailed on 8/16/2024, 8/20/2024, 9/23/2024 .
Upcoming vesting/supply (indicative)
- RSUs: 2/21/2025 (1,315); 2/21/2026 (1,316); 2/21/2027 (2,631) .
- SARs: 1,931 vest 3/7/2025; 1,931 vest 3/7/2026 .
- PSUs: 2024 grant performance period ends 12/31/2026; payout, if any, in 2027 .
Employment Terms
Program-wide (Executive Severance Program):
- Termination without cause (no CIC): cash severance = salary + target bonus (paid over 12 months); pro-rated ACIP based on actual performance; 12 months benefits; CEO at 1.5x and 18 months benefits .
- Double-trigger after a change-in-control (CIC): 2x (highest base salary + target bonus) lump sum; pro-rated ACIP at target; 24 months benefits; unvested PSUs convert to RSUs at 1.00 at CIC; remaining unvested equity vests upon qualifying termination post-CIC .
- Death/Disability: pro-rated ACIP (actual), immediate vesting of unvested equity (pro-rata PSUs convert when awards convert generally), plus applicable insurance benefits .
- Clawback: policy adopted November 30, 2023 for erroneously awarded compensation .
Potential payments for Anderson (illustrative as of 12/31/2024; $112.61 stock price):
| Scenario | Cash severance ($) | 2024 ACIP ($) | RSU accel. ($) | Options/SARs accel. ($) | Welfare ($) | Excise gross-up | Total ($) |
|---|---|---|---|---|---|---|---|
| Not for cause (no CIC) | 932,571 | 483,724 | — | — | 36,856 | — | 1,453,151 |
| Double-trigger CIC | 1,865,141 | 483,724 | 3,243,342 | 219,554 | 73,212 | — | 5,885,473 |
| Death/Disability | — | 483,724 | 3,243,342 | 219,554 | — | — | 3,946,620 |
Change-in-control provisions: double-trigger structure; no excise tax gross-ups; per “What We Do/Don’t Do” governance .
Compensation Structure Notes (alignment and governance)
- ACIP metrics emphasize consolidated Net Income (40%), EBITDA (30%), and Revenue (30%); 2024 used H1/H2 split targets due to channel destocking; consolidated payout factor 1.24x for NEOs .
- LTI emphasizes relative TSR and cumulative FCF; 2022–2024 cycle achieved 1.935x overall, with TSR at 82nd percentile .
- 2024 program replaced SARs with RSUs for NEO grants, increasing retention-weighted equity but maintaining 50% PSU at risk .
- Compensation consultant: Meridian; comparator group includes Amphenol, Hubbell, IDEX, ITT, Regal Rexnord, Carlisle, etc. .
- Say-on-Pay: 96.85% approval in 2024; >94% for 13 consecutive years .
- Related party transactions: none material in 2024 .
- Hedging/pledging prohibited for executives/directors .
Performance Compensation Details
| Element | Metric | Weighting | Target | Actual/Result | Payout/Conversion | Vesting |
|---|---|---|---|---|---|---|
| ACIP (2024) | Net Income | 40% | Not disclosed | H1 0.73; H2 1.74; FY 1.24 | $483,724 | Paid after Feb 2025 approval |
| ACIP (2024) | EBITDA | 30% | Not disclosed | H1 0.73; H2 1.74; FY 1.24 | Included above | Same |
| ACIP (2024) | Revenue | 30% | Not disclosed | H1 0.73; H2 1.74; FY 1.24 | Included above | Same |
| 2024 PSU | Relative TSR vs S&P 1500 Industrials | 50% | 50th pct = 1.0x | To be measured through 12/31/2026 | 0.25–2.00x | Settles 2027 |
| 2024 PSU | Cumulative FCF | 50% | Target set (not disclosed) | To be measured 2024–2026 | 0.50–2.00x | Settles 2027 |
| 2022 PSU (result) | Relative TSR | 50% | 50th pct = 1.0x | 82nd/84th pct | 2.00x | Converted Q1’25 |
| 2022 PSU (result) | Cumulative FCF | 50% | $590M target | $693M | 1.87x | Converted Q1’25 |
| 2022 PSU aggregate | Combined | 100% | — | — | 1.935x; 9,432 shares to Anderson | Converted Q1’25 |
Investment Implications
- Pay-for-performance alignment: Anderson’s incentive pay is tied to consolidated Net Income, EBITDA, and Revenue, with LTI metrics in relative TSR and cumulative FCF—metrics investors follow; 2022–2024 PSU outcomes at 1.935x reflect strong TSR/FCF execution, aligning realized pay with shareholder value creation .
- Selling pressure/vesting overhang: Watch February/March windows—Anderson’s RSUs vest (Feb 2025/2026/2027) and SAR tranches vest (Mar 2025/2026); 2024 PSUs, if earned, settle in 2027. These events may create incremental supply but are standard for NEOs .
- Retention and downside protection: 2024 shift away from SARs toward RSUs increases retention value while preserving performance risk via 50% PSUs; double-trigger CIC without excise gross-ups and a November 2023 clawback mitigate governance risk .
- Governance/ESG oversight: As Corporate Secretary and legal head, Anderson is named as executive leader of sustainability implementation, signaling board-level integration of ESG priorities within management objectives, which are also incorporated into executive incentives .
- Red flags: None material disclosed—no related-party transactions, hedging/pledging prohibited, and strong say-on-pay support for 13 straight years suggest low governance friction risk .