Jonathan Klein

About Jonathan C. Klein

Jonathan C. Klein (age 67) is an independent director of Belden Inc., serving on the Board since 2015. He is Co‑Founder and CEO of Hang Media and previously served as President of CNN (2004–2010), EVP at CBS News, and founder/CEO of The FeedRoom, with a B.A. in History from Brown University. He is Chair of Belden’s Cybersecurity Subcommittee and a member of the Compensation and Nominating & Corporate Governance Committees . The Board confirmed all non‑employee directors’ independence in February 2025 .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Chair, Cybersecurity Subcommittee; member, Nominating & Corporate Governance .
• Meeting cadence and attendance: Board met 5 times in 2024; committees held Audit 9, Compensation 4, Cybersecurity 4, Finance 4, NCG 4. All directors attended at least 75% of combined Board and committee meetings; each director attended the 2024 annual meeting .
• Independence: Non‑employee directors, including Klein, were affirmatively determined independent under NYSE standards in Feb 2025 .
• Annual meeting vote 2025: Klein received 36,648,406 votes for, 559,959 against, 13,594 abstain; broker non‑votes 988,179 .
• Governance highlights: Independent Board Chair; annual elections with majority vote standard; limits on other directorships; proactive oversight of sustainability and data privacy/security .

Fixed Compensation

• Director stock ownership guideline: 5x annual cash retainer ($475,000). As of the record date, each non‑employee director met the full‑period holding requirement .

Performance Compensation

Belden’s director pay does not include performance‑based metrics, but Klein oversees management’s incentive design as a Compensation Committee member. Key metrics/weights for NEO incentives:

Say‑on‑Pay results: Supported by >94% for 13 consecutive years; 2025 vote received 36,610,396 for, 579,827 against, 31,736 abstain; broker non‑votes 988,179 .

Other Directorships & Interlocks

• Compensation Committee interlocks: Company discloses no executive officer served on another company’s board/compensation committee that had an executive officer serving on Belden’s Board or Compensation Committee in 2024 .

Expertise & Qualifications

• Broadcast/media operations, programming, production, OTT distribution; digital/media AI exposure (Vilynx) .
• Cybersecurity/data oversight: Chairs the Cybersecurity Subcommittee; 2024 focus on AI and cybersecurity, geopolitical risk, program maturity; quarterly meetings with CIO and Director of Cybersecurity .
• Education: B.A. in History, Brown University .

Equity Ownership

• Hedging/pledging: Directors are prohibited from hedging/monetizing and from pledging Belden stock; subject to blackout periods and encouraged to use Rule 10b5‑1 plans .
• Director ownership guideline compliance: Met at record date for all non‑employee directors .

Insider Trading – Recent Form 4 Activity

Note: Holdings after these transactions align with 9,968 shares beneficially owned as disclosed in the proxy .

Governance Assessment

• Strengths: Independent status; multi‑committee engagement including Compensation and NCG; leadership as Cybersecurity Chair with structured oversight reporting; strong attendance; compliance with strict anti‑hedging/pledging rules and director ownership guidelines .
• Shareholder alignment signals: Consistent high Say‑on‑Pay support (>94%); robust pay‑for‑performance design overseen by Compensation Committee; 2025 re‑election received strong support .
• Conflicts/related‑party exposure: Company reports no material related‑party transactions in 2024; no interlock concerns disclosed with executives/Comp Committee .
• RED FLAGS: None disclosed regarding pledging/hedging, related‑party transactions, or attendance. Noted pattern of routine open‑market sales by Klein; transactions are publicly reported and subject to insider policy controls .

Appendix – Committee Structure and 2024 Meetings