David Aldrich
BELDENAbout David J. Aldrich
David J. Aldrich is Belden’s independent Chairman of the Board, age 68, and has served as a director since 2007 . He is the former President, CEO and Chairman of Skyworks Solutions (2000–2021), with deep experience in high‑technology signal transmission; he holds a B.A. from Providence College and an MBA from the University of Rhode Island . The Board has determined all non‑employee directors, including Aldrich, are independent under NYSE standards; Belden maintains an Independent Board Chair structure, and Aldrich presides over non‑management director sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skyworks Solutions, Inc. | President, CEO, Director | Apr 2000–May 2014 | Led growth in mobile connectivity semis |
| Skyworks Solutions, Inc. | Chairman & CEO | May 2014–May 2016 | Strategic leadership through scale-up |
| Skyworks Solutions, Inc. | Executive Chairman | May 2016–May 2018 | Oversight and transition management |
| Skyworks Solutions, Inc. | Chairman of the Board | May 2018–May 2021 (retired) | Board stewardship until retirement |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| Indie Semiconductor | Chairman of the Board; Director | Audit; Compensation | Current public company directorship |
| Allegro Microsystems | Director | Audit; Nominating & Corporate Governance | Current public company directorship |
| Skyworks Solutions, Inc. | Director | — | Past 5 years (through 2021) |
| Mobix Labs | Director | — | Past 5 years |
Board Governance
- Committee memberships: Compensation Committee (member); Aldrich is also Chairman of the Board .
- Committee independence: Compensation Committee composed only of independent directors .
- Attendance: Board held 5 meetings in 2024; all directors attended at least 75% of combined Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance highlights: Independent Board Chair; majority vote standard; limits on number of other directorships; proactive oversight of sustainability, risk, data privacy and security .
- Risk oversight: Integrated Board/committee framework; Compensation Committee specifically reviews alignment of pay practices with shareholder interests and risk .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 4 |
| Board (non‑management sessions) | Presiding Director (as Board Chair) | — |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $90,000 | Paid to all non‑employee directors except CEO |
| Board Chair cash retainer | $62,500 | Additional cash for Aldrich as Chair |
| Committee service – Compensation | $5,000 | Aldrich and Klein |
| 2024 cash fees (Aldrich) | $157,500 | Total cash earned in 2024 |
| RSU annual grant (standard directors) | $150,000 | Grants made May 23, 2024; 1‑year vest |
| RSU annual grant (Chair add’l) | $62,500 | Additional equity for Aldrich |
| 2024 stock awards (Aldrich) | $212,515 | Grant‑date fair value |
| All other comp (Aldrich) | $451 | Interest on deferred fees/dividends on vested awards |
| 2024 total (Aldrich) | $370,466 | Cash + equity + other |
2024 RSU granularity: Aldrich received 2,202 RSUs on May 23, 2024 with a one‑year vest; other independent directors received 1,554 RSUs .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | RSUs (time‑based) | None (director awards are not performance‑based) | 1‑year vest for annual grants |
No options or PSUs are granted to directors in 2024; options were not part of the director program, and director awards are time‑vested RSUs with Chair uplifts .
Other Directorships & Interlocks
- Compensation Committee interlocks: None disclosed involving Belden executives in 2024 .
- Related‑party transactions: None material in 2024 per policy review and annual questionnaires .
- Governance policy limits on outside boards: Belden highlights limits on number of other directorships; Aldrich currently serves on two other public boards (Indie, Allegro) .
Expertise & Qualifications
- High‑technology signal transmission and semiconductor leadership; prior public‑company CEO/Chair credentials .
- Financial and governance acumen via committee service (Compensation at Belden; Audit/Compensation elsewhere) .
- Education: B.A. (Providence College); MBA (University of Rhode Island) .
Equity Ownership
| Holder | Shares Beneficially Owned | Acquirable Within 60 Days | % of Class |
|---|---|---|---|
| David J. Aldrich | 53,396 | — | <1% |
- Director stock ownership guideline: 5× annual cash retainer ($475,000); unvested RSUs included at the higher of grant‑date or market value; as of record date, each non‑employee director meets the full‑period holding requirement .
- Hedging/pledging: Directors and executive officers are prohibited from hedging or pledging Belden stock; blackout periods and 10b5‑1 plans are encouraged for compliance .
Insider Trades (Form 4)
| Date (Period of Report) | Type | Shares | Price | Notes |
|---|---|---|---|---|
| 2024‑05‑23 | Sale | 6,700 | $97.19 | Open‑market sale; Form 4 filed 2024‑05‑28 |
| 2024‑05‑23 | Acquisition (non‑open market) | 2,202 RSUs | — | Annual director RSU grant consistent with proxy; one‑year vest |
A subsequent Form 4 was filed for period 2025‑05‑22 (filed 2025‑05‑27); consult the SEC link for transaction specifics .
Governance Assessment
- Board effectiveness: Aldrich’s independent Chair role, Compensation Committee membership, and presiding director function support robust oversight and independent leadership. Attendance and engagement standards were met (≥75% meetings; annual meeting attendance) .
- Alignment and incentives: Director pay is modest in cash with meaningful equity via RSUs; Aldrich’s 2024 total was $370,466, with RSUs vesting in one year, and stringent ownership guidelines (5× retainer) ensure skin‑in‑the‑game; all directors meet the guideline .
- Independence and conflicts: Board affirmatively determined independence for all non‑employee nominees; no material related‑party transactions in 2024; hedging/pledging prohibited, reducing misalignment risk .
- External interlocks: Aldrich serves on Indie and Allegro boards/committees—relevant industry expertise flows to Belden, while Belden policies limit the number of outside boards; no disclosed compensation committee interlocks involving Belden executives .
- Shareholder signals: Say‑on‑Pay support at 96.85% (13th consecutive year >94%) indicates strong investor confidence in pay governance; Compensation Committee is independent and uses Meridian as an outside consultant; no excise tax gross‑ups and double‑trigger CIC vesting reflect shareholder‑friendly design (executive program context) .
RED FLAGS: None disclosed for Aldrich in 2024—no material related‑party transactions; no pledging/hedging allowed; attendance thresholds met. Monitor future Form 4 activity and any changes in number of outside boards for potential time/attention concerns .