Gregory McCray

About Gregory McCray

Gregory J. McCray (age 62) is an independent director of Belden Inc. (BDC) who joined the board in 2022; he serves on the Finance and Nominating & Corporate Governance Committees. He is currently CEO of PBE Axell (since August 2024) and brings deep communications technology leadership, with prior CEO roles at FDH Infrastructure Services, Google Fiber (Alphabet’s Access), Aero Communications, and Antenova; earlier in his career he held engineering/management roles at Lucent, AT&T, Bell Labs, and IBM. He holds a B.S. in Computer Engineering (Iowa State) and an M.S. in Systems Engineering (Purdue), and was inducted into the Iowa State University Engineering Hall of Fame in March 2022 .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Finance Committee; Member, Nominating & Corporate Governance Committee .
• Committee chairs: None (Finance chaired by Judy L. Brown; NCG chaired by Diane D. Brink) .
• Independence: Listed as “Independent”; the board determined non‑employee directors met NYSE independence standards (Feb 2024) .
• Attendance: Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings combined; committee meetings held in 2024: Audit 9, Compensation 4, Cybersecurity 4, Finance 4, NCG 4 .
• Annual meeting participation: Company policy expects director attendance; each director attended the 2024 annual meeting .
• Oversight scope of his committees:
  • Finance: Corporate finance oversight incl. capital structure/adequacy, credit ratings, capex planning, dividend policy, M&A, share repurchases; met 4 times in 2024 .
  • Nominating & Corporate Governance: Director succession, governance principles, board evaluation; also primary oversight for Sustainability strategy; met 4 times in 2024 .
• Cybersecurity oversight exists via a subcommittee reporting to Audit (not McCray’s committee) .

Fixed Compensation

• Structure (as of 12/31/2024): Annual cash retainer $90,000; Finance Committee service fee $5,000; Nominating & Corporate Governance service fee $5,000; annual RSU grant $150,000 (additional Chair fees not applicable to McCray) .
• 2024 Director compensation (actuals): Fees earned $100,000; Stock awards (grant-date fair value) $149,977; Other compensation (interest/dividends on vested awards) $671; Total $250,648 .
• 2023 Director compensation (actuals): Fees earned $95,000; Stock awards $150,021; Other compensation $698; Total $245,719 .

Performance Compensation

• Director equity is time-based RSUs; no performance metrics are applied to director equity awards.
• 2024 grant details: On May 23, 2024, independent directors (other than the Chair’s larger grant) received 1,554 RSUs vesting in one year; grant-date fair value for McCray’s award: $149,977 .

No options or PSUs are granted to directors; no performance metric framework applies to non‑employee director equity at Belden .

Other Directorships & Interlocks

Expertise & Qualifications

• Communications technology operator (multiple CEO roles: PBE Axell, FDH Infrastructure, Google Fiber; earlier RF/wireless components at Antenova) .
• Governance/committee experience: Service on Audit, Compensation, Nominating & Corporate Governance committees at other public companies .
• Education: B.S. Computer Engineering (Iowa State); M.S. Systems Engineering (Purdue); ISU Engineering Hall of Fame (Mar 2022) .

Equity Ownership

• Beneficial ownership (record date March 25, 2025): 4,199 shares beneficially owned; includes 1,554 unvested RSUs from May 2024 grant; percent of class: “*” (<1%); shares outstanding at record date: 39,757,337 .
• Non‑employee director ownership guideline: Hold stock equal to 5× annual cash retainer (currently $475,000); unvested RSUs count at higher of grant-date or current market value; as of record date, each non‑employee director meets the full‑period holding requirement .

Governance Assessment

• Strengths
  • Independent director with relevant industry operating depth and current CEO perspective; fits Finance and NCG oversight needs .
  • Active committee engagement (Finance; NCG), both composed solely of independent directors, with defined 2024 focus areas on capital allocation and director succession/governance; indicates substantive involvement .
  • Attendance and engagement: Board met 5 times in 2024; all directors met ≥75% attendance across Board/committees; directors also attended the 2024 annual meeting .
  • Strong alignment policies: 5× retainer ownership guideline for directors; hedging and pledging prohibitions for directors; unvested RSUs count toward guidelines—company states all non‑employee directors meet requirements as of record date .
  • No related‑party transactions in 2024 and no disclosed compensation committee interlocks—reduces conflict risk .
• Potential watch items
  • Workload balance: Simultaneous roles—sitting on two outside public boards (including compensation committee service at both) while serving as CEO of PBE Axell—should be monitored against Belden’s limits on number of other directorships (a disclosed governance highlight) for sustained capacity and potential overboarding optics, though no breach is disclosed .
  • Absolute share ownership appears modest in count terms (4,199 shares), although Belden states directors meet the policy using its valuation approach; monitor for continued growth in ownership to reinforce alignment as equity vests .

Overall: McCray presents as an independent, experienced operator contributing to capital allocation and governance oversight, with clear compliance to Belden’s ownership and anti‑hedging/pledging policies and no disclosed conflicts. Continued monitoring of time commitments and ongoing ownership accumulation is prudent .