Nancy Calderon
BELDENAbout Nancy Calderon
Independent director of Belden Inc. since 2020; age 66. Former KPMG LLP senior partner with 33 years of audit, operations, and board advisory leadership; Audit Committee Chair and designated Audit Committee Financial Expert. Education: B.S. in Accounting, University of California–Berkeley; M.S. in Taxation, Golden Gate University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Global Lead Partner for a Fortune 50 Technology company | Jul 2012–Sep 2019 | Senior audit leadership across global technology client |
| KPMG LLP | Senior Partner, Board Leadership Center | 2015–Sep 2019 | Board governance advisory; best practices dissemination |
| KPMG LLP | Director, Global Delivery Center in India and related holding companies | Sep 2011–Sep 2019 | Offshore delivery oversight; operational governance |
| KPMG LLP | Americas Chief Administrative Officer; U.S. National Partner in Charge, Operations | Jul 2008–Jun 2012 | Firm operations, ERM, privacy, pension steering and investment, social media, KM committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Technologies International Corp. | Director; Audit Committee Chair; Nominating & Corporate Governance Committee Member | Current | Audit leadership; governance oversight |
| Arcimoto | Director | Past 5 years | Board service (ended) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board determined all non‑employee directors seeking reappointment meet NYSE independence standards (Feb 2025) |
| Committee assignments | Audit Committee (Chair); Audit Committee members: Nancy Calderon (Chair), Judy L. Brown, YY Lee |
| Financial expert designation | Board determined Nancy Calderon and Judy Brown qualify as Audit Committee Financial Experts per SEC rules |
| Audit Committee activity | 9 meetings held in 2024 |
| Cybersecurity oversight | Cybersecurity Subcommittee (reports to Audit) exists; membership: Jonathan Klein (Chair), Diane Brink, YY Lee |
| Finance Committee | Not a member (members: Judy Brown (Chair), Lance Balk, Greg McCray) |
| Nominating & Corporate Governance Committee | Not a member (members: Diane Brink (Chair), Jonathan Klein, Greg McCray) |
| Board meetings | Board held 5 meetings in 2024; all directors attended ≥75% of Board and committee meetings combined |
| Annual meeting attendance | Company policy expects attendance; each director attended 2024 annual meeting |
| Risk oversight | Audit Committee oversees ERM, major financial risks, controls; Board integrates risk including AI, cybersecurity; subcommittee handles cybersecurity risk |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Basic annual cash retainer | $90,000 | Applies to all non‑employee directors |
| Audit Committee Chair fee | $20,000 | Paid to Calderon as Audit Chair |
| Other committee service fees | $0 | Audit service fee of $10,000 applies to Brown/Lee; not listed for Calderon |
| Cash fees paid (reported) | $110,000 | Fees Earned or Paid in Cash (2024) |
| All other compensation | $338 | Interest on deferred fees and dividends on vested awards |
Performance Compensation
| Equity Element (2024) | Grant detail | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| RSUs (annual grant) | $149,977 grant‑date fair value | 1,554 RSUs granted May 23, 2024; vests in one year | None disclosed for directors; time‑based vesting only |
| Options | — | No option awards to directors in 2024 | — |
Additional context on company LTIP metrics (for executives, not directors): PSUs convert based on relative TSR vs S&P 1500 Industrials and cumulative free cash flow with 0–2.0 conversion; RSUs time‑vest in tranches. Directors do not receive PSUs under the disclosed director program .
Other Directorships & Interlocks
| External Board | Committee roles | Potential interlocks/conflicts |
|---|---|---|
| Northern Technologies International Corp. | Audit Chair; Nominating & Corporate Governance | No Belden‑disclosed related‑party transactions in 2024; no compensation committee interlocks disclosed |
| Arcimoto (past 5 years) | — | None disclosed |
Expertise & Qualifications
- Deep audit, disclosure, and enterprise risk expertise from KPMG senior leadership roles; recruited for “deep executive management and audit experience” .
- Designated Audit Committee Financial Expert; brings financial reporting and internal controls oversight capability .
- Education: B.S. Accounting (UC Berkeley); M.S. Taxation (Golden Gate University) .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership | 6,954 shares (includes 1,554 unvested RSUs granted May 23, 2024) |
| Acquirable within 60 days (options/SARs) | 0 |
| Percent of shares outstanding | Less than 1% |
| Ownership guideline | Directors must hold stock ≥5× cash retainer ($475,000); unvested RSUs counted at higher of grant‑date or current value; all non‑employee directors meet full‑period requirement as of record date |
| Hedging/pledging policy | Directors prohibited from hedging or pledging Company stock; blackout periods and 10b5‑1 encouraged |
| Section 16 compliance | All directors/officers complied with 2024 Section 16(a) reporting requirements |
Governance Assessment
- Strengths
- Independent Audit Committee Chair with SEC “financial expert” designation; committee met 9 times, indicating high engagement and oversight rigor .
- Strong alignment and ownership: RSU grants; stringent director stock ownership policy (≥$475k) met by all directors; prohibitions on hedging/pledging reduce misalignment risk .
- Clean related‑party posture: No material related‑party transactions in 2024; no compensation committee interlocks .
- Compensation and incentives
- Balanced director pay mix with cash fees ($110,000) plus time‑vested RSUs ($149,977) — modest risk profile and alignment to long‑term shareholder value without performance gaming .
- Risk indicators and red flags
- None disclosed specific to Calderon; EY auditor independence processes in place; audit pre‑approval rigor; hedging/pledging bans; >75% attendance and annual meeting attendance reduce confidence risk .
- Shareholder signals
- Broader governance environment supportive: Say‑on‑pay passed with 96.85% of votes in favor (13th consecutive year >94%), reflecting investor confidence in compensation oversight framework she helps oversee indirectly via audit‑risk linkages .
Overall implication for investors: Calderon’s audit leadership, independence, and financial expertise support board effectiveness in financial reporting and ERM; her ownership alignment and absence of conflicts bolster investor confidence. No red flags were disclosed in 2024.