Jeremy Parks
BELDENAbout Jeremy Parks
Jeremy Parks is Senior Vice President, Finance, and Chief Financial Officer of Belden Inc., appointed on February 17, 2021; he was 45 at the time of appointment . He previously held multiple finance leadership roles at Belden (2008–Aug 2020) and served briefly as CFO of International Wire Group (Sep 2020–Jan 2021); he holds B.A. and M.A. degrees in economics from SUNY Buffalo and an MBA from Xavier University . Company performance under the current team includes 2024 revenue of $2.461 billion, adjusted EBITDA of $410.8 million, adjusted EPS of $6.36, and free cash flow of $223.1 million, with sequential H2 improvement; 2022 PSUs converted based on strong outcomes (relative TSR at the 82nd percentile and cumulative free cash flow of $693 million), evidencing robust pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Belden Inc. | Various finance roles incl. VP Finance (Industrial/Automation Solutions) | 2008–Aug 2020 | Led segment and corporate FP&A/treasury; built finance capabilities ahead of CFO succession |
| International Wire Group | Chief Financial Officer | Sep 2020–Jan 2021 | Oversaw corporate finance; returned to Belden as CFO shortly thereafter |
| GE; BAE Systems | Various roles | Not disclosed | Early-career finance exposure at large industrials/aerospace |
External Roles
No public company directorships or external committee roles disclosed for Parks .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (actual received, $) | $530,425 | $576,534 | $605,034 |
| Target bonus % of base (ACIP) | 70% | 70% | 70% |
| Actual bonus paid (ACIP, $) | $685,314 | $342,109 | $559,818 |
| Year-end base salary (Dec 31, 2024, $) | — | — | $610,908 |
Performance Compensation
Annual Cash Incentive Plan (ACIP) – Structure and 2024 Outcome
| Metric | Weighting | H1 Target/Actual | H2 Target/Actual | Full-Year Factor | Payout (Cash) | Vesting |
|---|---|---|---|---|---|---|
| Consolidated Net Income | 40% | Targets set; factor result rolled into 0.73 | Targets set; factor result rolled into 1.74 | 1.24 | $559,818 | Paid post-Committee approval in Feb 2025 |
| Consolidated EBITDA | 30% | Targets set; factor result rolled into 0.73 | Targets set; factor result rolled into 1.74 | 1.24 | — | — |
| Consolidated Revenues | 30% | Targets set; factor result rolled into 0.73 | Targets set; factor result rolled into 1.74 | 1.24 | — | — |
| Personal Performance Factor (PPF) | Modifier | Range 1.02–1.09 for NEOs | Range 1.02–1.09 for NEOs | Applied to CFO payout | Incorporated in payout | — |
Notes:
- CFO ACIP target = 70% of base; CEO payout cap 200% does not apply to CFO; program emphasizes consolidated “One Belden” results; 2024 split into H1/H2 targets due to channel destocking environment .
Long-Term Incentives (PSUs and RSUs)
- Design: 50% PSUs and 50% RSUs for 2024 grants; PSUs measured 50% on relative TSR vs S&P 1500 Industrials and 50% on cumulative consolidated free cash flow (performance period 2024–2026) with conversion factors from 0–2.0; RSUs vest 25% at year 1, 25% at year 2, 50% at year 3 .
- 2022 PSU results certified in Feb 2025: Relative TSR 82nd percentile; cumulative FCF $693M; aggregate conversion factor 1.935; CFO received 14,007 shares upon conversion of 7,220 PSUs .
| PSU Metric | Weighting | Threshold | Target | Maximum | Actual | Conversion/Payout |
|---|---|---|---|---|---|---|
| Relative TSR vs S&P 1500 Industrials | 50% | 25th percentile | 50th percentile | 75th percentile | 82nd percentile | 2.00× for TSR tranche |
| Cumulative Free Cash Flow (2022–2024) | 50% | $472M | $590M | $707M | $693M | 1.87× for FCF tranche |
| Aggregate 2022 PSU Conversion | — | — | — | — | — | 1.935×; CFO shares: 14,007 |
| RSU/PSU Grants (2024) | Grant Date | Number | Vesting/Measurement |
|---|---|---|---|
| RSUs | Feb 21, 2024 | 7,813 | 1,953 on Feb 21, 2025; 1,953 on Feb 21, 2026; 3,907 on Feb 21, 2027 |
| PSUs | Feb 21, 2024 | 7,813 (target) | TSR: Feb 21, 2024–Dec 31, 2026; FCF: Jan 1, 2024–Dec 31, 2026; payout in 2027 per conversion |
Option/SAR Awards
Belden uses Stock Appreciation Rights (SARs); CFO outstanding/exercisable awards include:
| Award | Status | Exercise Price | Expiration | Quantity |
|---|---|---|---|---|
| SARs | Exercisable | $45.11 | Feb 16, 2031 | 10,962 |
| SARs | Exercisable/Unexercisable | $53.79 | Feb 22, 2032 | 5,772 / 2,885 |
| SARs | Exercisable/Unexercisable | $85.77 | Mar 7, 2033 | 2,670 / 5,339 |
2024 vesting/realization: CFO had 25,725 shares vest (RSUs + PSUs) with $2,088,042 value realized; no SAR exercises reported for CFO in 2024 .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 40,544 shares |
| Acquirable within 60 days (options/SARs) | 24,959 shares |
| Percent of shares outstanding | <1% |
| Stock ownership guideline | 3× base salary (6× CEO); interim progress required; officers prohibited from sales until guideline met |
| Compliance status | Each NEO met interim or 5-year guideline as of Mar 25, 2025 |
| Hedging/pledging | Prohibited for executives; 10b5-1 plans encouraged; margin accounts and pledging banned |
| Unvested RSUs (CFO) | 3,729 (Mar 2023 grant), 7,813 (Feb 2024 grant) |
| PSU tranches outstanding (CFO) | 7,457 (Mar 2023 grant), 7,813 (Feb 2024 grant) |
| Upcoming RSU vesting (CFO) | 1,953 (Feb 21, 2025); 1,953 (Feb 21, 2026); 3,907 (Feb 21, 2027) |
Nonqualified deferred compensation (CFO, 2024): Executive contributions $43,300; company contributions $27,096; earnings $3,071; aggregate balance $188,192 . Pension (CFO) credited service 12.4 years; present value $240,867 .
Employment Terms
- Severance (without cause, not in connection with CoC): 12 months of base + target bonus; pro-rata current-year bonus; 12 months welfare premium; CEO uses 1.5× multiplier (CFO not) .
- Change-in-control (double trigger): 2× (highest base + target bonus) lump sum; pro-rated target bonus; 24 months welfare premiums; unvested PSUs convert to RSUs at 1.0 at CoC; unvested awards vest upon termination .
- Clawbacks: SOX forfeiture for CEO/CFO upon misconduct-driven restatement; Dodd-Frank clawback policy adopted Nov 30, 2023 .
- Insider trading policy: blackout periods; pre-clearance; 10b5-1 permitted; hedging/pledging prohibited .
Estimated CFO payments as of Dec 31, 2024:
| Scenario | Aggregate Severance ($) | 2024 ACIP ($) | Accelerated RSU ($) | Accelerated Options/SARs ($) | Welfare Continuation ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause (no CoC) | $1,038,544 | $559,818 | — | — | $32,510 | $1,630,872 |
| Termination without cause or for good reason after CoC | $2,077,087 | $559,818 | $4,245,648 | $312,994 | $65,020 | $7,260,568 |
| Death/Disability | — | $559,818 | $4,245,648 | $312,994 | — | $5,118,461 |
Perquisites (CFO, 2024): Company retirement contributions $42,621; life/LTD benefits $5,150; tax prep $4,900; restricted stock dividends $4,940; airfare $11,591; housing allowance $67,884; total other compensation $137,087 .
Compensation Structure Notes and Peer Benchmarking
- Mix shift: Belden eliminated SARs from regular LTI in 2024 for NEOs, increasing RSUs share, while maintaining performance PSUs at 50% of LTI—reduces option-related risk while keeping performance linkage .
- Peer group for benchmarking includes IDEX, ITT, Hubbell, Regal Rexnord, Amphenol, Carlisle, CommScope, etc.; base salaries targeted to ~50th percentile, with at-risk pay above median when performance outperforms .
- Say-on-Pay: 96.85% approval in 2025; supported by >94% of voted shares for 13 consecutive years .
Related Party Transactions and Governance Red Flags
- No material related party transactions in 2024 .
- No excise tax gross-ups on change-in-control; double-trigger CoC structure .
- Section 16(a) compliance affirmed for 2024 .
Investment Implications
- Alignment: Strong pay-for-performance evidenced by PSU design and conversion (TSR 82nd percentile; FCF above target), stock ownership guidelines compliance, and prohibitions on hedging/pledging; supports investor alignment and mitigates misalignment risk .
- Retention risk: Meaningful unvested RSUs and PSUs with multi-year schedules and double-trigger CoC protection suggest moderate retention risk; upcoming RSU tranches may lead to periodic vest-related liquidity needs but there is no pledging/hedging activity allowed .
- Compensation structure: 2024 shift to RSUs reduces option sensitivity; ACIP split targets in 2024 reflect responsive design to market conditions, with consolidated factors above target for the year, balancing performance incentives and risk oversight .
- Change-in-control economics: 2× base+bonus, RSU acceleration, and PSUs converting at 1.0 at CoC are standard and shareholder-friendly; absence of excise tax gross-ups reduces governance risk .