Lance Balk
BELDENAbout Lance Balk
Lance C. Balk, age 67, has served on Belden Inc.’s board since 2000 and is an independent director with deep M&A and corporate finance expertise; he earned a B.A. from Northwestern University and both a J.D. and M.B.A. from the University of Chicago . He previously served as General Counsel of Six Flags Entertainment (2010–2020), Senior Vice President & General Counsel at Siemens Healthcare Diagnostics (2007–2010) and at Dade Behring (2006–2007), and was a partner at Kirkland & Ellis LLP from 1989 specializing in securities law and mergers & acquisitions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Six Flags Entertainment Corporation | General Counsel | Sep 2010–Feb 2020 | Led legal function; significant corporate transactions |
| Siemens Healthcare Diagnostics | SVP & General Counsel | Nov 2007–Jan 2010 | Post-acquisition integration (Dade Behring) |
| Dade Behring | SVP & General Counsel | May 2006–Nov 2007 | Corporate finance and M&A leadership |
| Kirkland & Ellis LLP | Partner (Securities, M&A) | 1989–2006 | Advised multinational public and private companies |
External Roles
| Category | Current | Past 5 Years |
|---|---|---|
| Public company directorships | None | None |
Board Governance
- Committee roles: Chair, Compensation Committee; Member, Finance Committee .
- Meeting cadence and attendance: Board met 5 times in 2024 and all directors attended ≥75% of combined board/committee meetings; policy expects directors to attend annual meetings, and all directors attended the 2024 annual meeting .
- Independence: At the February 2025 regular meeting, the Board determined all non‑employee directors up for reappointment (including Balk) met NYSE independence and had no material relationship with the Company .
- Governance highlights: Independent Board Chair; annual elections with majority vote standard; proactive sustainability and risk oversight .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 4 |
| Finance | Member | 4 |
Fixed Compensation
| Component (Directors) | 2022 Level | 2024 Level | Notes |
|---|---|---|---|
| Basic cash retainer | $85,000 | $90,000 | All except CEO receive retainer |
| Board Chair cash | $50,000 | $62,500 | Paid to independent Chair |
| Audit Chair fee | $20,000 | $20,000 | Paid to Audit Chair |
| Other committee chair fee | $10,000 | $10,000 | Compensation, NCG, Finance, Cyber |
| Committee service fee | $5,000 (per committee) | $5,000 (per committee) | Audit service $10,000 |
| Annual RSU grant (directors) | $145,000 grant-date value | $150,000 grant-date value | One-year vest; Chair receives +$62,500 |
| 2024 Director Compensation (Balk) | Amount ($) |
|---|---|
| Fees earned/paid in cash | $105,000 |
| Stock awards (grant-date fair value) | $149,977 |
| All other compensation (interest/dividends) | $53,988 |
| Total | $308,965 |
Performance Compensation
- Director equity: Balk received 1,554 RSUs on May 23, 2024 that vest in one year; no director options or PSUs were granted in 2024 . Directors’ equity is time‑vested; no performance metrics are tied to director grants .
| 2024 Director Equity (Balk) | Grant date | Units | Grant-date fair value | Vesting |
|---|---|---|---|---|
| RSUs | May 23, 2024 | 1,554 | $149,977 | 1-year vest |
- Compensation Committee design (oversight led by Balk): 2024 ACIP metrics split H1/H2 with weights across Consolidated Net Income (40%), EBITDA (30%), and Revenues (30%); full-year Financial Factor was 1.24 for NEOs . Targets and results by half:
| Metric (2024) | Threshold (H1) | Target (H1) | Actual (H1) | Score (H1) | Threshold (H2) | Target (H2) | Actual (H2) | Score (H2) |
|---|---|---|---|---|---|---|---|---|
| Consolidated Net Income ($mm) | 97 | 122 | 113 | 0.83 | 108 | 135 | 149 | 2.00 |
| Consolidated EBITDA ($mm) | 180 | 200 | 184 | 0.60 | 195 | 217 | 227 | 1.89 |
| Consolidated Revenues ($mm) | 1,098 | 1,193 | 1,139 | 0.72 | 1,187 | 1,290 | 1,315 | 1.24 |
| 2024 ACIP Weighting (NEOs) | Weight |
|---|---|
| Consolidated Net Income | 40% |
| Consolidated EBITDA | 30% |
| Consolidated Revenues | 30% |
- Long-term incentives (NEOs): 2024 PSUs measured on TSR vs S&P 1500 Industrials and cumulative free cash flow; conversion factors 0–2.0; RSUs vest over 1/1/2 years (25/25/50%) . Say‑on‑Pay support continued to be strong (96.85% favorable with >94% support for 13 consecutive years), indicating investor endorsement of committee design .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation committee interlocks | None in 2024 |
| Related party transactions | No material related party transactions in 2024 |
Expertise & Qualifications
- Core credentials: Securities law, mergers & acquisitions, corporate finance; brings insight on strategy, acquisitions and capital structure to the board .
- Education: B.A. (Northwestern), J.D./M.B.A. (University of Chicago) .
Equity Ownership
| Beneficial Ownership (Balk) | As of Mar 28, 2023 | As of Mar 25, 2025 | Percent of class |
|---|---|---|---|
| Shares beneficially owned | 114,646 | 81,846 | <1% in each year |
- Composition and notes: Includes 1,554 unvested RSUs from May 2024 in 2025 tally; deferred director fee awards (20,916 units) are included in Balk’s 2025 beneficial ownership count methodology per footnote covering directors with deferrals; holdings also include 2,400 shares held in trust for spouse/children and 45,000 shares held in a grantor retained annuity trust as noted in 2025 footnotes . Non‑employee director stock ownership guideline requires holdings equal to five times annual cash retainer ($475,000); as of the 2025 record date each non‑employee director met the full‑period requirement . Company policy prohibits director and executive hedging and pledging of company stock, reinforcing alignment .
Compensation Committee Analysis (peer group and consultant)
- Independent consultant: Meridian Compensation Partners LLC served as the Compensation Committee’s independent consultant, advising on comparator group and program design .
- 2024 comparator group (examples): A.O. Smith, Acuity Brands, Amphenol, Carlisle, CommScope, Curtiss‑Wright, Hexcel, Hubbell, IDEX, ITT, Itron, Regal Rexnord, Rogers, Viavi, Zurn Elkay Water Solutions .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay results: 2024 proposal received 96.85% support, with over 94% support for 13 consecutive years, signaling strong investor confidence in pay‑for‑performance design overseen by the committee chaired by Balk .
- Engagement: Committee noted ongoing shareholder engagement and maintained performance‑based equity with rigorous goals and caps; no option repricing, no excise tax gross‑ups, and double‑trigger CIC provisions .
Governance Assessment
- Board effectiveness: Balk’s long tenure and chair role on Compensation position him as a key steward of pay alignment; strong Say‑on‑Pay outcomes and robust ACIP/PSU structures support investor confidence .
- Independence and attendance: Confirmed independence; attendance thresholds met; presence at annual meeting aligns with governance best practices .
- Alignment and incentives: Director ownership guidelines met; hedging/pledging prohibited; time‑vested RSUs for directors avoid short‑term risk incentives .
- Conflicts and related‑party: No material related party transactions; no interlocks; committee charters and risk oversight are well‑defined .
- RED FLAGS: None disclosed specific to Balk. Note that director pay levels increased modestly (cash retainer from $85k to $90k; RSU grant from $145k to $150k), consistent with market and role responsibilities; no hedging/pledging or related‑party concerns identified .
Overall signal: Strong governance posture with independent leadership, consistent investor support, and disciplined compensation oversight led by Balk; low conflict risk and high alignment with shareholders .