Diane Brink
BELDENAbout Diane Brink
Independent director of Belden Inc. since 2017; age 66. Senior Fellow and Adjunct Professor of Marketing at the Kellogg School of Management (Northwestern). Former Chief Marketing Officer, IBM Global Technology Services; retired in 2015. Education: B.S. in Computer Science (Stony Brook University) and MBA (Fordham University); member of Stony Brook’s College of Engineering and Applied Sciences Dean’s Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Chief Marketing Officer, IBM Global Technology Services; prior senior marketing roles | Through 2015 (retired 2015) | Led marketing and digital transformation at a Fortune 100 technology company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indie Semiconductor | Director; Chair, Nominating & Corporate Governance; Member, Compensation Committee | Appointed June 2021 | Governance and compensation oversight at automotive semiconductor solutions provider |
| Altus Power, Inc. | Director; Compensation Committee Chair; Audit Committee member | Jan 2023–Mar 2024 | Led compensation oversight; audit oversight at clean energy company |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (NCG); Member, Cybersecurity Subcommittee .
- Independence: Board determined in Feb 2025 that all non‑employee directors (including Brink) meet NYSE independence; all nominees except the CEO are independent .
- Attendance: Board met 5 times in 2024; all directors attended ≥75% of combined board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity in 2024:
- NCG Committee held 4 meetings; focus on director succession, governance principles, board evaluation, and sustainability oversight .
- Cybersecurity Subcommittee held 4 meetings; focus on AI & cybersecurity, geopolitical risk, program maturity; receives regular reports from CIO and Director of Cybersecurity .
- Governance highlights: Independent Board Chair (David Aldrich); limits on number of other directorships; annual elections with majority vote standard; proactive oversight of sustainability, risk, and data privacy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Applies to all non‑employee directors |
| Committee chair fee (other committees) | $10,000 | Brink receives this as NCG Chair |
| Audit Committee chair fee | $20,000 | Not applicable to Brink |
| Service fees (Audit, Compensation, Cybersecurity, Finance, NCG) | Varies | Recipients listed by committee; Brink not listed among 2024 service‑fee recipients for Cybersecurity/NCG |
| Board Chair cash supplement | $62,500 | Not applicable to Brink |
| Diane Brink – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned/paid in cash | $107,083 |
| Stock awards (grant date fair value) | $149,977 |
| Option awards | — |
| All other compensation | $338 |
| Total | $257,398 |
- Stock ownership guidelines (directors): 5× annual cash retainer ($475,000) with staged interim targets; as of record date, each non‑employee director meets full‑period requirement .
Performance Compensation
| Equity Award | Grant Date | # of Shares/Units | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual) | May 23, 2024 | 1,554 | $149,977 | 1‑year cliff vest | None (time‑based RSUs for directors) |
No option awards or performance share units are disclosed for non‑employee directors in 2024; director equity is delivered as time‑vested RSUs to align interests without pay‑for‑performance features for directors .
Other Directorships & Interlocks
| Company | Current/Past | Overlap/Interlock Considerations |
|---|---|---|
| Indie Semiconductor | Current | No material related‑party transactions disclosed by Belden for 2024 |
| Altus Power, Inc. | Past (ended Mar 2024) | No material related‑party transactions disclosed by Belden for 2024 |
- Compensation committee interlocks: None involving Belden executive officers in 2024 .
Expertise & Qualifications
- Marketing and digital transformation leadership from IBM; technology industry experience .
- Academic governance and teaching at Kellogg; engineering school advisory role at Stony Brook .
- Committee leadership: governance expertise as NCG Chair; cybersecurity oversight experience via subcommittee membership .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Acquirable within 60 days | % of Outstanding | Notes |
|---|---|---|---|---|
| Diane D. Brink | 22,027 | — | <1% | Includes 1,554 unvested RSUs awarded May 2024 |
| Policy safeguards | — | — | — | Hedging, monetization, short positions, margin accounts, and pledging are prohibited for directors and executive officers |
| Guideline compliance | — | — | — | All non‑employee directors meet stock ownership guideline as of record date |
Section 16(a) reporting: Belden states all directors and executive officers complied with Section 16(a) reporting in 2024 .
Governance Assessment
- Board effectiveness: Brink’s governance and digital expertise align with her roles as NCG Chair and Cybersecurity Subcommittee member; committee meeting cadence and focus areas suggest active oversight (4 meetings each) . Independence affirmed by Board and NYSE standards; attendance thresholds met, and annual meeting attendance achieved—supporting engagement .
- Alignment and incentives: Director compensation is balanced (cash retainer + time‑vested RSUs) with robust stock ownership guidelines; Brink’s 2024 equity grant aligns interests without performance risk‑taking typically reserved for executives .
- Conflicts and related‑party exposure: No material related‑party transactions in 2024; compensation committee interlocks absent. Multi‑board service is moderated by Belden’s limits on other directorships; no disclosed transactions with Indie Semiconductor or Altus Power .
- Investor confidence signals: Strong Say‑on‑Pay support for 13 consecutive years (96.85% in 2024) and transparent compensation practices (double‑trigger change‑of‑control for executives, clawback policy adopted in Nov 2023) indicate disciplined governance culture overseen by independent committees (Meridian as independent consultant to Compensation Committee) .
- RED FLAGS: None disclosed for Brink—no pledging/hedging, no attendance deficits, no related‑party transactions, no tax gross‑ups for directors, and majority‑vote director election standard reduces entrenchment risk .