YY Lee
BELDENAbout YY Lee
YY Lee is an independent director of Belden Inc., age 57, serving on the Board since 2023. She is a seasoned software and technology operator, most recently Chief Strategy Officer at Anaplan (2018–2021), with prior COO and CEO roles at FirstRain, and earlier product and management posts at Cadence Design Systems, Aqueduct Software, Synopsys, 8x8, and AT&T Bell Laboratories. She holds an A.B. in Mathematics from Harvard University (1990). The Board determined in February 2025 that all non‑employee directors seeking reappointment, including Ms. Lee, meet NYSE independence standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anaplan | Chief Strategy Officer | 2018–2021 | Strategy leadership at subscription cloud planning software company |
| FirstRain, Inc. | Chief Operating Officer; Chief Executive Officer | COO 2005–2015; CEO 2015–2017 | Led cloud analytics operations; CEO through acquisition by Ignite Technologies |
| Cadence Design Systems; Aqueduct Software; Synopsys; 8x8; AT&T Bell Laboratories | Management and product leadership roles | Not disclosed (prior to 2005) | Technical and product leadership across software/semiconductors/communications |
External Roles
| Company | Role | Committee Assignments | Chair Role |
|---|---|---|---|
| Synaptics Incorporated | Director | Compensation Committee; Audit Committee | None disclosed |
| Commvault Systems Inc. | Director | Compensation Committee (Chair); Governance & Nominating Committee | Compensation Committee Chair |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Non‑employee directors determined independent (Feb 2025); independent Board Chair |
| Attendance | Board held 5 meetings in 2024; all directors attended ≥75% of Board and committee meetings on which they served; each director attended the 2024 annual meeting |
| Committees (Belden) | Audit Committee member; Cybersecurity Subcommittee member |
| Committee meetings (2024) | Audit: 9; Cybersecurity Subcommittee: 4 |
| Audit Committee composition | Nancy Calderon (Chair), Judy L. Brown, YY Lee; all members independent; Brown and Calderon designated “Audit Committee Financial Expert” |
| Cybersecurity Subcommittee composition | Jonathan Klein (Chair), Diane D. Brink, YY Lee |
Fixed Compensation
| Component (as of 12/31/2024) | Amount | Applicability to YY Lee |
|---|---|---|
| Annual Board Retainer (cash) | $90,000 | Applies (non‑employee director) |
| Audit Committee Service fee | $10,000 | Applies (member) |
| Cybersecurity Committee Service fee | $5,000 | Applies (member) |
| 2024 Director Compensation (Actual) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 102,917 |
| Stock Awards (grant date fair value) | 149,977 |
| Option Awards | — |
| All Other Compensation | 505 |
| Total | 253,399 |
Performance Compensation
| Equity Component | Grant Detail | Quantity | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Annual non‑employee director grant | 1,554 RSUs | Included in $149,977 | One‑year vest; granted May 23, 2024 |
Note: Belden’s non‑employee director equity is time‑vested RSUs; no performance metrics (PSUs) apply to directors.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Other public boards | Synaptics; Commvault (Compensation Chair) |
| Interlocks/conflicts | Company policy review found no material related party transactions in 2024 |
| Compensation interlocks | None of Belden’s executive officers served as directors or compensation committee members of other companies with an executive officer serving on Belden’s Board/Comp Committee in 2024 |
| Limits on other directorships | Belden governance highlights include limits on number of other directorships held by directors |
Expertise & Qualifications
- Software industry operator with CEO/COO experience and strategy leadership at enterprise SaaS (Anaplan; FirstRain) .
- Technical/product background across semiconductors and communications (Cadence, Synopsys, 8x8, AT&T Bell Labs) .
- Governance experience on Compensation and Audit committees; current Compensation Chair at Commvault .
- Education: A.B., Mathematics, Harvard University (1990) .
Equity Ownership
| Policy/Practice | Detail |
|---|---|
| Director stock ownership guideline | 5× annual cash retainer ($475,000); 5‑year compliance window with interim milestones (20%, 40%, 60%, 80%) |
| Compliance status | As of record date, each non‑employee director meets the full‑period holding requirement |
| Hedging/pledging | Directors prohibited from hedging or pledging Belden stock; 10b5‑1 plans encouraged; blackout periods applied |
Governance Assessment
- Board effectiveness: Lee adds current software/operator expertise to Audit and Cybersecurity oversight; Audit met 9× and Cybersecurity 4× in 2024, indicating active risk and controls engagement. Independence affirmed; attendance thresholds met; annual meeting attended.
- Alignment and pay structure: Cash retainer and modest committee fees supplemented by time‑vested RSUs; no director performance equity—reduces pay‑for‑performance sensitivity but aligns through ownership guidelines (5× retainer) and compliance status.
- Conflicts/related‑party: No material related‑party transactions in 2024; compensation interlocks statement mitigates interlock concerns; hedging/pledging prohibited—positive alignment signal.
- External load: Two other public company boards (one Compensation Chair, plus Synaptics Audit/Comp) within Belden’s policy limiting other directorships—monitor time commitments but no overboarding flag disclosed.
Red Flags: None disclosed for 2024 regarding related‑party transactions, hedging/pledging, or attendance shortfalls. Continue monitoring aggregate board commitments across Belden, Synaptics, and Commvault for potential overboarding or committee workload strain as market or cyber risk intensifies.