Filed by a Party other than the Registrant
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a) of the SecuritiesExchange Act of 1934 (Amendment(Amendment No. )
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HUBBELL INCORPORATED
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)Statement, if other than the Registrant)
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Dear Fellow Shareholder:
I am pleased to invite you to the Hubbell Incorporated Annual Meeting of Shareholders which will be held on Tuesday, May 1, 2018, at 9:00 A.M. at our corporate headquarters, 40 Waterview Drive, Shelton, Connecticut 06484.
At this year’s meeting you will be asked to vote on the three proposals listed in the enclosed Notice of Annual Meeting: (1) the election of nine nominees to serve on our Board of Directors for a term of one year, (2) the ratification of the selection of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2018 and (3) the approval, on a non-binding basis, of the compensation of our named executive officers as set forth in the 2018 Proxy Statement. Please take the time to review the information on each of the proposals contained inside the Proxy Statement.
The Board of Directors recommends that you voteFOR proposals 1, 2 and 3.
As a shareholder, it is important that your shares are represented at the Annual Meeting in person or by proxy. Last year approximately 91% of all eligible votes were cast by shareholders at the Annual Meeting once again demonstrating the strong engagement and commitment of our shareholders to Hubbell. I encourage you to cast your vote and to continue your support of this great Company and its future prosperity.
On behalf of the Board of Directors, we thank you for your share ownership in Hubbell and look forward to seeing you at the meeting.
Very truly yours,
David G. Nord
Chairman, President and Chief Executive Officer
March 15, 2018
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Tuesday, May 1, 2018
9:00 A.M.
Hubbell Incorporated, 40 Waterview Drive, Shelton, Connecticut 06484
ITEMS OF BUSINESS
RECORD DATE
If you were a shareholder of record at the close of business on March 2, 2018, you will be entitled to notice of and to vote at the Annual Meeting.
WEBCAST
A webcast of the Annual Meeting will be available on our website,www.hubbell.com, on Tuesday, May 1, 2018, starting at 9:00 A.M. An archived copy of the webcast will be available on our website for 12 months following the date of the Annual Meeting. Information on our website, other than our Proxy Statement and form of proxy, is not part of our solicitation materials.
VOTING
It is important that your shares are represented at the Annual Meeting. You can vote your shares using the Internet, by telephone or by requesting a paper proxy card to complete, sign and return by mail. Voting procedures are described in the Proxy Statement on page 8, the Notice of Internet Availability of Proxy Materials, and on the proxy card.
By Order of the Board of Directors
An-Ping Hsieh
Senior Vice President, General Counsel and Secretary
March 15, 2018
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 1, 2018: This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended 2017 are available at www.proxyvote.com. Have your Notice of the Internet Availability of Proxy Materials or proxy card in hand when you go to the website.
Annual Meeting Details
Date, Time and Place
The Annual Meeting of Hubbell Incorporated, which we refer to as Hubbell or the Company is being held on Tuesday, May 1, 2018, at 9:00 A.M. at our corporate headquarters, 40 Waterview Drive, Shelton, Connecticut 06484.
Availability of Proxy Materials
Your proxy is being solicited for the Annual Meeting of Shareholders (the “Annual Meeting”) of Hubbell Incorporated (“Hubbell” or the “Company”), or any adjournment, continuation, or postponement of the Annual Meeting, on behalf of theHubbell’s Board of Directors (the “Board”). Hubbell pays the cost of the Company.soliciting your proxy. On March 15, 2018,25, 2024, we mailed a Notice of the Internet Availability of Proxy Materials to all shareholders of record advising that they could view all of theour proxy materials (Proxy Statement, Proxy Cardproxy card and Annual Report on Form 10-K) online atwww.proxyvote.comfree of charge,, or request in writing a paper or email copy of the proxy materials, free of charge. We encourage all shareholdersyou to access theiryour proxy materials online to reduce the environmental impact and cost of our proxy solicitation. You may request a paper or email copy of the materials using any of the following methods:
| • | By Internet: Go towww.proxyvote.com |
| By Phone: 1-800-579-1639 |
| • | By Email:sendmaterial@proxyvote.com |
Eligibility to Vote
You can vote if you held shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) as of the close of business on March 2, 2018, which is the record date for the Annual Meeting. Each share of Common Stock is entitled to one vote. As of March 2, 2018, there were 54,837,044 shares of Common Stock outstanding and eligible to vote.
How to Vote
You may vote using any of the following methods:
 | How To Vote Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to | ||
 | BY TELEPHONE Vote your shares by calling 1-800-690-6903 toll-free. | ||
  | Vote your shares online at proxyvote.com. | ||
 | If you | ||
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 | Shareholders who attend the Annual Meeting may | ||
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MEETING INFORMATION Date and Location Record Date |
You may revoke your proxy at any time prior to its usebefore the Annual Meeting by any of the following methods:
| Delivering to the Secretary of the Company written instructions revoking your |
| Delivering an executed proxy bearing a later date than your prior voted |
| If you voted by Internet or telephone, by recording a different vote on the Internet website or by |
If you hold your shares in street name, you must follow the instructions of your broker, bank, or other nominee to revoke your voting instructions.
HUBBELL INCORPORATED -2018 Annual MeetingItems of Shareholders & Proxy Statement8Business
PROPOSAL 1
Election of 9 directors.
PROPOSAL 2
Approve, by an advisory vote, the compensation of the named executive officers.
PROPOSAL 3
Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024.
In addition, any other business properly presented may be acted upon at the meeting.
Record Date
If you were a shareholder of record at the close of business on March 8, 2024, you are entitled to notice of and to vote at the Annual Meeting.
By order of the Board,
Katherine A. Lane
Senior Vice President, General Counsel and Secretary
March 25, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2024. This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended 2023 are available at www.proxyvote.com. Have your Notice of the Internet Availability of Proxy Materials or proxy card in hand when you go to the website. |
HUBBELL INCORPORATED I 2024 PROXY STATEMENT 2
This Proxy Summary
This summary highlights some of the importantselected information contained in this Proxy Statement andStatement. It does not includecontain all of the information that you should consider regarding the proposals being presented at the Annual Meeting.to determine your vote. You should read the entire Proxy Statement carefully before casting your vote. Page references are supplied to help you find more detailed information in this Proxy Statement.voting.
Voting Proposals
Proposal 1 - Election of Directors (Page 11)
The table below presents information on each of the nominees for Director of the Company, including their principal occupation and relevant experience. Each of the nominees is a current Director of the Company and possesses the qualifications and experience recommended by the Nominating and Corporate Governance Committee (the “NCGC”), and approved by our Board, to serve as a Director.
DATE: May 7, 2024
A quorum is required to transact business at the Annual Meeting. The presence of the holders of Common Stock, in person or by proxy, representing a majority of the voting power of the Company’s outstanding shares
The Company does not intend to present any business at the Annual Meeting other than the items described in the Proxy Statement and has no information that others will do so. The proxies appointed by our Board of Directors (and named on your Proxy Card) will vote all shares as the Board recommends above unless you instruct otherwise when you vote. If a matter not described in this Proxy Statement is properly presented at the Annual Meeting, the named proxies will have the discretion to vote your shares in their judgment.
Our Vision
Hubbell is a global manufacturer of high quality, reliable electrical products and utility solutions for a broad range of customer and end market applications in the Electrical and Utility Solutions segments. Hubbell is committed to doing business in ways that are principled, transparent, and accountable to our shareholders because it is the right way to operate and it generates long-term value.
2023 Performance Highlights
We measure our progress not only in terms of our financial accomplishments, but also by looking at whether we served the best interests of our shareholders, suppliers, customers, employees, and communities in which we operate. Performance Summary(1)
Hubbell’s portfolio is strategically aligned around grid modernization and electrification megatrends, and our leading positions across the energy infrastructure will enable us to continue effectively serving utility and electrical customers in front of and behind the meter. Hubbell has a proven track record of successfully acquiring and integrating businesses to create a focused portfolio with attractive growth and margin characteristics. In 2023, Hubbell continued its focus on growth by completing the following three acquisitions:
As important as it is for Hubbell to grow our enterprise, we also recognize the importance of portfolio management and critically reviewing any businesses that may no longer be core to Hubbell’s strategy. In 2023, Hubbell entered into a definitive agreement to sell its residential lighting business (Progress Lighting) in its Electrical Solutions segment for $131 million, subject to customary adjustments. This transaction subsequently closed in February 2024.
Hubbell prioritizes its talent development and succession planning focus. On July 1, 2023, Hubbell appointed a new Electrical Solutions segment President, Mark Mikes, and a new Utility Solutions segment President, Gregory Gumbs. Mr. Mikes succeeded Mr. Bakker in such role, as Mr. Bakker had also been serving as the interim HES President since October, 2022, and Mr. Gumbs succeeded Mr. Connolly, who retired on July 1, 2023.
Annually Hubbell conducts an enterprise-wide employee survey, the Elevate Employee Experience Survey, to better understand the voices of our employees worldwide. 85% of Hubbell’s employees responded to the survey, providing insights at the local site, function, and enterprise levels that Hubbell then translated into action plans. The survey results provided details on how employees feel about Hubbell, their careers, and various opportunities to better connect employees to Hubbell’s vision and purpose. Hubbell held its first ever inclusion focused conference in 2023. Led by the Company’s four Employee Inclusion Groups, this event brought together Hubbell employees from around the world, including senior leaders, to share perspectives and engage in personal and professional development. Hubbell further conducted various inclusion related events, programs, and initiatives throughout the year.
Hubbell is proud of the many awards and recognitions it receives annually, a few of which are highlighted below.
THE BOARD RECOMMENDS A VOTE | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 7 |
Proposal 2 | Say on pay: advisory vote on the compensation of the named executive officers. | See page 31 for further information. |
FOR THIS PROPOSAL.Hubbell’s compensation program is designed to achieve the following objectives:
| Align interests of executives with our shareholders by linking executive pay to Company performance. |
| Incentivize high-quality executive talent essential to our immediate and long-term success. |
| Target compensation for our executives to align with relevant external benchmarks. |
Hubbell compensated its named executive officers (“NEOs”) using the following elements for total direct compensation in 2023:
| Target Compensation Mix | ||||
| Element | Description | CEO | Other NEOs | |
| Targeted at 50th percentile of peers | Salary | A competitive level of cash is provided to attract and retain executive talent. |  |  |
| Annual CashIncentive | Amounts awarded based on achievements toward Hubbell’s financial goals and individual performance against strategic objectives. |  |  | |
| Long-TermEquity Incentive | A mix of equity awards designed to drive Hubbell’s performance and align executives’ interests with those of shareholders. 75% ofequity awards are performance-based. |  |  | |
The 2023 short-term incentive awards for the NEOs (including our CEO) were based 80% on Hubbell’s financial performance and 20% on their individual contributions to Hubbell’s strategic objectives. This design prioritizes and appropriately rewards performance on critical metrics including inclusion and diversity, sustainability, innovation, and acquisitions.
| (1) | Adjusted earnings per share and free cash flow are non-GAAP financial measures. A reconciliation to the comparable GAAP financial measures can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 8 |
HUBBELL INCORPORATED -2018 Annual MeetingThe design of Shareholdersour long-term incentive award program, shown below, reflects a strong performance-based orientation.
Since 2022, performance share grants have been based on three metrics described below.
| METRIC | 2023 Weighting | |||
| Relative Sales Growth | 34% | Drives growth initiatives, including organic growth, new product development, innovation, and acquisition performance. | ||
| Adjusted Operating Profit Margin(1) | 33% | Focuses NEOs on margin expansion and productivity, while they execute operational objectives including footprint optimization and product rationalization. | ||
| Relative TSR | 33% | Ensures pay is aligned with shareholder interests. |
Specific details on these metrics may be found on page 46 in the Compensation Discussion & Proxy StatementAnalysis section.
| Our compensation program is designed around pay for performance, informed by our shareholder engagement. |
The Company regularly engages with shareholders over the course of the year on diverse topics such as financial performance, compensation, corporate governance and ESG (including climate change and human capital management). We are committed to not just continuing to engage with our shareholders, but also to reviewing and applying the feedback we receive. The Board of Directors and Hubbell’s management team engage in a robust program of shareholder outreach and continue to focus on shareholders’ perspectives on our compensation programs and our pay for performance philosophy. In 2023 and early 2024, members of our senior management engaged in a targeted outreach with Hubbell’s top thirty shareholders representing over 61% of Hubbell’s outstanding Common Stock. These conversations were led by a cross-functional group of senior leaders and helped inform the Compensation Committee’s review of the executive compensation programs and confirmed shareholder’s overall support of our compensation philosophy, design, and programs.
Hubbell adopted a new compensation recoupment policy in 2023 that complies with both the rules of the Securities and Exchange Commission (SEC) and the listing standards of the New York Stock Exchange (NYSE).
Proposal 3 | Ratification of the selection of Pricewaterhouse Coopers LLP as the independent registered public accounting firm for 2024. | See pages 69-71 for further information. |
ELECTION OF DIRECTORS - PROPOSAL 1THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
| (1) | Adjusted operating profit margin is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |
The Company’s By-Laws provide that the Board
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 9 |
The Board has fixed the number of Directors to be elected by the shareholders at nine as of the 20182024 Annual Meeting.Meeting at 9.
| Each Director nominee has the appropriate qualifications and experience for membership on the Board of Directors. |
The NCGCNominating and Corporate Governance Committee (“NCGC”) works with the Board at least annually to determine the appropriate characteristics, skills, and experience forthat will enable the Board and its individual members to properly oversee the interests of the CompanyHubbell and its shareholders.
The NCGC recommends candidates for Board membership using the selection criteria outlined in theHubbell’s Corporate Governance Guidelines (the “Guidelines”) and other factors it deems necessary to fulfill its objectives.necessary. Candidates are evaluated on the basis of their individual qualifications and experience and in the context of the Board as a whole. The NCGC considersincludes diversity - diversity of gender, race, and ethnicity - when creating the pool of candidates from which it selects potential directorDirector nominees. Such diversity includes not only gender, race and ethnicity, but also diversity of experience, professional background, industry exposure and other areas. The objective is to assemble a diverse Board that can best perpetuatefacilitate the success of the business and represent shareholder interests through the exercise of sound judgment.
Below is a list of somecertain of the qualifications and experienceexperiences sought by the NCGC in recommending candidates for nomination to the Board:
• Ability to make independent analytical inquiries | |
• Marketing, finance, operations, manufacturing, or other relevant public company experience • Financial literacy • Professional background and leadership experience • Education • Corporate governance experience | • Experience as a current or former public company officer |
• Experience in | |
• Public company board service | |
• Academic expertise in areas of | |
• Cybersecurity experience |
In determining whether to recommend a current Director for re-election, the NCGC will also consider:consider past attendance at meetings, service on other boards and participation in and contribution to Board activities.
Each Director nominee possesses the appropriate qualifications and experience for membership on the Board of Directors. As a result, theThe Board is comprisedmade up of individuals with strong and unique backgrounds, givingwhich gives the Board competencea wide range of competencies and experience in a wide variety of areasthat enable it to serve the interests of the CompanyHubbell and its shareholders.
| The Board is committed to refreshment and selection of talented candidates. |
In addition to confirming that our Director Nomineesnominees possess the requisite skills and qualifications, the NCGC focuses on ensuring that the nominees demonstrate the right leadership traits, personality, work ethic, independence, and diversity of skills and experience to align with our performance culture and our long-term strategic vision. Specifically, these criteria include:
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 10 |
The following nominees
• The highest standards of personal and professional integrity • Potential contribution to the diversity and culture of the Board | • Ability to devote sufficient time to performing Board and committee duties • Independence from management | • Willingness to constructively challenge management through active participation in Board and committee meetings • Subject matter expertise |
| The Board has nominated nine candidates for election as Directors. |
Hubbell’s Directors are proposed by the Board to stand for electionelected at the 2018each Annual Meeting of Shareholders and to serve as Directors until the 2019 Annual Meeting andhold office for one-year terms or until their successors have beenare duly elected and qualified. AllThe Board of the nominees are current Directors and were elected by the Company’s shareholders. In the event thatnominated nine candidates for election as Directors. If any of the nine nominees for Director should become unavailable it is intended thatto serve, the shares represented by the proxies will be voted for any substitutes nominated by the Board of Directors, unless the number of Directors constituting the full Board is reduced.
In searching for qualified Director candidates for election to the Board and to fill vacancies on the Board, the Board may solicit current Directors or members of executive management for the names of potentially qualified individuals, consult with outside advisors, retain a Director search firm, or consider nominees suggested by shareholders (see “Shareholder Nominations” below). All Director candidates, including Director candidates recommended by shareholders, are reviewed and evaluated by the NCGC in relation to the specific qualifications and experience sought by the Board for membership and the Board’s needs at that time. Any interested candidate whose qualifications and experience align with these criteria will be interviewed by members of the NCGC, other Board members, and executive management to further assess the candidate’s qualifications and experience and determine if the candidate would be an appropriate fit. Candidates may be asked to submit additional information to support their potential nomination, including references. If the Board approves of a recommended candidate, the candidate will be nominated for election by Hubbell’s shareholders or appointed by the Board to fill a vacancy, as applicable.
Hubbell’s Board remains committed to refreshment and effective July 1, 2023, the Board, at the recommendation of the NCGC, appointed Ms. Debra L. Dial to the Board and to the Board’s Audit and Finance Committees. The Board engaged JWC Consulting, an independent director search firm, to assist in the Board’s search for a new director candidate.
Directors are elected by plurality vote, which means that the nominees who receive the most votes cast “FOR” their election are elected as Directors. Votes withheld and broker non-votes will not affect the election of Directors. As a matter of policy, however, our Corporate Governance Guidelines provide that any Director in an uncontested election who receives more votes “withheld” from his or her election than votes “for” his or her election must promptly tender a resignation to the Board (the “Director Resignation Policy”). See “Board Practices and Procedures - Director Resignation Policy” on page 23 for more information. Broker discretionary voting is not allowed; if your shares are held by a broker, you must instruct the broker how to vote or your shares will not be voted with respect to Proposal 1.
Any shareholder who intends to recommend a candidate to the NCGC for consideration as a Director nominee should do so in writing, providing the information described in Article I, Section 11(A)(2) of our By-Laws, to the Secretary of Hubbell. In addition, the proxy access provisions in our By-Laws provide that a shareholder, or a group of up to 20 shareholders, owning at least 3% of Hubbell’s outstanding Common Stock continuously for at least three years, may nominate director nominees constituting up to the greater of two (2) or twenty percent (20%) of the number of Directors serving on the Board for inclusion in our annual meeting proxy materials. Nominating shareholders and nominees must satisfy the requirements set forth in our By-Laws. See “Shareholder Proposals and Nominations for Director” on page 74 for additional details.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE 
FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES FOR A ONE-YEAR TERM.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 11 |
| All of the nominees are current Directors. |
The nominees are proposed by the Board to stand for election at the 2024 Annual Meeting of Shareholders and to serve as Directors until the 2025 Annual Meeting. All of the nominees are current Directors.
Our Director nominees offer a diverse range of skills and experience in areas that are relevant to our business and operations.
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| SKILLS AND EXPERIENCE | |||||||||||
 | PUBLIC COMPANY BOARD EXPERIENCE: Hold or have held other public company board positions. |  |  | | | | | 67% | |||
 | BUSINESS DEVELOPMENT AND STRATEGY: Experience at large/complex organizations providing oversight of strategic priorities, corporate and business plans, and business development. | | | | | | | | | | 100% |
 | CEO: Leadership experience as a Chief Executive Officer of one or more large/complex organizations. | | | | | | 56% | ||||
 | CYBERSECURITY AND TECHNOLOGY: Experience and/or expertise in technology or cybersecurity, including information security, and e-commerce. | | | | | | | | 78% | ||
 | FINANCIAL: Significant expertise in and an advanced understanding of finance and accounting. | | | | | | | | | 89% | |
 | GLOBAL: Board leadership experience with multinational companies or international markets. | | | | | | | | | | 100% |
 | MANUFACTURING: Manufacturing experience in the industry and markets served by Hubbell. | | | | | | | | 78% | ||
 | RISK MANAGEMENT: Experience at large/complex organizations overseeing various company risks and ensuring that there are appropriate mechanisms and policies in place to mitigate and manage those risks. | | | | | | | | | | 100% |
| BACKGROUND | |||||||||||
| YEARS ON HUBBELL BOARD | 3 | 11 | <1 | 17 | 3 | 13 | 5 | 12 | 3 | 7 year average | |
| AGE | 59 | 66 | 63 | 59 | 71 | 68 | 65 | 69 | 59 | 64 year average | |
| RACIAL/ETHNIC DIVERSITY | | 11% | |||||||||
| GENDER DIVERSITY | | | | 33% | |||||||
| BORN OUTSIDE OF THE U.S. | | | 22% | ||||||||
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 12 |
The following biographies provide certain information on the principal occupation ofabout each nominee, including each nominee’s background, age as of the Director nominees.2024 Annual Meeting, and relevant experience in more detail.
Age: 59 Director since: 2020 CHAIRMAN, PRESIDENT AND CEO, HUBBELL INCORPORATED |  | |
COMMITTEES: • Executive (Chair) DIRECTORSHIPS: • None | QUALIFICATIONS: Mr. Bakker brings to the Board extensive financial, operational, and strategic planning experience and a strong background in the manufacturing industry, including: • Served as Hubbell’s President and COO from June 2019 prior to his appointment to CEO in October 2020. • Served as President of Hubbell Power Systems from 2014 until June 2019. • As President of Hubbell Power Systems, Mr. Bakker oversaw a multi-year period of strong performance and built an industry-leading electrical transmission and distribution components business. • Led Hubbell Power Systems through 12 acquisitions, including Aclara in 2018, growing the organization from $921 million in net sales to $1.8 billion in net sales in four years. • Member of the Board of |
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement11
| Mr. Bakker has served as Chairman, President and Chief Executive Officer of Hubbell since May 2021 and President and Chief Executive Officer and a Director of Hubbell since October 2020. Previously, he served as Hubbell’s President and Chief Operating Officer from June 2019 to October 2020. He served as President of Hubbell Power Systems from 2014 until June 2019. Mr. Bakker began his career with Hubbell in 1988 as a manufacturing engineer with Hubbell Wiring Systems. | |||
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Age:
Director
INDEPENDENT | CARLOS M. CARDOSO |  |
COMMITTEES: • Compensation • Nominating and
• Freudenberg Group, since 2021 PRIOR DIRECTORSHIPS: • Garrett Motion Inc., 2018 - 2021 • Stanley Black & Decker, Inc., | |||
Mr. Cardoso served as Chairman, President and Chief Executive Officer of Kennametal Inc. (publicly traded manufacturer of metalworking tools and wear-resistant products) from January 2008 to December 2014. Previously, he held the position of President and Chief Executive Officer (2006 – 2008) and also served as Kennametal’s Executive Vice President and Chief Operating Officer from January 2005 to December 2005, and Vice President and President, Metalworking Solutions and Services Group from 2003 to 2004.
Skills and Qualifications
Mr. Cardoso brings to the Board CEO, COO, manufacturing, international business and public company board experience, including:
QUALIFICATIONS:
Mr. Cardoso brings to the Board CEO, COO, manufacturing, international business, and public company board experience, including: • Significant manufacturing and operations experience having served as President of the Pump Division of Flowserve Corporation, a manufacturer/provider of flow management products and services; Vice President and General Manager, Engine Systems and Accessories, for Honeywell International, Inc., a technology and manufacturing company; and Vice President Manufacturing Operations for Colt’s Manufacturing Company, LLC, a maker of • Formerly served as Chairman of the Board of Garrett Motion Inc., a public company and a provider of transportation systems. | ||
| Mr. Cardoso has served as the principal of CMPC Advisors LLC, an investment advisory firm since January 2015. He previously served as Chairman of Garrett Motion Inc. from July 2018 to April 2021 and Chairman of Kennametal, Inc. (publicly traded manufacturer of metalworking tools and wear-resistant products) from January 2008 until December 2014. He also served as President and Chief Executive Officer of Kennametal from January 2006 until December 2014. Mr. Cardoso joined Kennametal in 2003 and served as Vice President, Metalworking Solutions and Services Group and then as Executive Vice President and Chief Operating Officer before he became President and Chief Executive Officer. | ||
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| PUBLIC COMPANY BOARD EXPERIENCE | BUSINESS DEVELOPMENT & STRATEGY | CEO | CYBERSECURITY & TECHNOLOGY | FINANCIAL | GLOBAL EXPERIENCE | MANUFACTURING | RISK MANAGEMENT |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 13 |
Age: 63 Director INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT |
DEBRA L. DIAL |  |
COMMITTEES: • Audit • Finance DIRECTORSHIPS: • Dow, Inc., | QUALIFICATIONS: Ms. Dial brings to the Board deep experience and perspectives in finance and accounting as well as proven leadership skills in areas such as mergers and acquisitions, business strategy, and risk management, including: • Formerly served as Senior Vice President, Chief Accounting Officer and Controller of AT&T Inc. • Previously Vice President of Finance for AT&T Capital Management and Chief Financial Officer for the AT&T Chief Information and Technology Officers. • Membership on the board of • Auditor with KPMG for ten years. | |
| Ms. Dial served as the Senior Vice President, Chief Accounting Officer and Controller of AT&T Inc., a global | ||
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Age:
Director
INDEPENDENT LEAD DIRECTOR | ANTHONY J. GUZZI |  |
COMMITTEES: • Compensation • Executive • Finance • Nominating and Corporate Governance
• Emcor Group, Inc., since 2009 | |||
Mr. Guzzi has served as President and Chief Executive Officer of EMCOR Group, Inc. (a publicly traded mechanical, electrical construction and facilities services company) since January 2011. Previously, he was President and Chief Operating Officer from 2004 to 2010. He also served as President, North American Distribution and Aftermarket of Carrier Corporation (HVAC and refrigeration systems), a subsidiary of United Technologies Corporation from 2001 to 2004 and President, Commercial Systems and Services in 2001.
Skills and Qualifications
Mr. Guzzibrings to the Board CEO, COO, manufacturing, strategic development, operations, consulting and public company board experience, including:
QUALIFICATIONS: Mr. Guzzi brings to the Board CEO, COO, manufacturing, strategic development, operations, consulting, and public company board experience, including: • Serving as Chairman, President and CEO |
company.
• Extensive experience in manufacturing and distribution having served as President, North American Distribution and Aftermarket and President, Commercial Systems and Services of Carrier Corporation, a subsidiary of United Technologies |
Corporation.
• Experience as an engagement manager with McKinsey & Company, a prominent management consulting | ||
| Mr. Guzzi has served as Chairman, President and Chief Executive Officer of EMCOR Group, Inc. (a publicly traded mechanical, electrical construction, and facilities services company) since June 2018. Previously, he was President and Chief Executive Officer and a Director of EMCOR from January 2011 to June 2018 and President and Chief Operating Officer from 2004 to 2010. He also served as President, North American Distribution and Aftermarket of Carrier Corporation (HVAC and refrigeration systems), a subsidiary of United Technologies Corporation from 2001 to 2004 and President, Commercial Systems and Services in 2001. | ||
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement12
 | | | | | | | |
| PUBLIC COMPANY BOARD EXPERIENCE | BUSINESS DEVELOPMENT & STRATEGY | CEO | CYBERSECURITY & TECHNOLOGY | FINANCIAL | GLOBAL EXPERIENCE | MANUFACTURING | RISK MANAGEMENT |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 14 |
Age: 71 Director INDEPENDENT | RHETT A. HERNANDEZ |  |
COMMITTEES: • Audit • Finance DIRECTORSHIPS: • USAA Federal Savings Bank, since 2019 | QUALIFICATIONS: Mr. Hernandez brings to the Board significant cybersecurity expertise and strong strategic and operational leadership experience as a retired Lieutenant General of the United States Army, including: • President and founder of CyberLens, LLC, a cybersecurity consulting company. • Former Cyber Chair for the United States Military Academy. • Served as the first commander of the United States Army’s Cyber Command/2nd US Army (ARCYBER) where he was responsible for the operations, defense and risk management of the Army’s networks, systems, and cybersecurity organization. • Prior U.S. Army commands include the Deputy Chief of Staff, Army Operations; Chief, U.S. Military Training Mission, Saudi Arabia; and Commanding General, Human Resources Command. • Serves on the board of USAA Federal Savings Bank. | |
| Mr. Hernandez has served as the President of CyberLens, LLC (a consulting company that focuses on cybersecurity, strategic planning, and risk management) since 2013. Previously he served in the United States Army for almost forty years, rising to the rank of Lieutenant General at the time of his retirement. | ||
Age:
Director
INDEPENDENT | NEAL J. KEATING |  |
COMMITTEES: • Compensation • Executive • Nominating and Corporate Governance (Chair) DIRECTORSHIPS: • Form Technologies, since 2021 • Triumph Group, Inc.,
PRIOR DIRECTORSHIPS: • Kaman Corporation, | ||
Mr. Keating has served as the Chairman of
QUALIFICATIONS:
Mr. Keating brings to the Board an extensive history of senior executive leadership and board experience and a strong background in international operations, distribution, and mergers and acquisitions, including:
• Served as Chairman, President and Chief Executive Officer of Kaman Corporation (a publicly traded aerospace and industrial distribution company), since 2008. Prior to that, he held the position of President and Chief Operating Officer of Kaman from 2007 to 2008. From 2004 to 2007, he held the position of Chief Operating Officer of Hughes Supply (a wholesale distributor acquired by Home Depot).
Skills and Qualifications
Mr. Keating brings to the Board an extensive history of senior executive leadership and board experience and a strong background in international operations, distribution, and mergers and acquisitions, including:
firm from 2008 to August 2020 and Executive Chairman until April 2021.
• Experience as COO of Hughes Supply and Executive Vice President and COO of Rockwell Collins, Commercial |
Systems.
• Former Managing Director and CEO of GKN Aerospace and Director of GKN plc, an international aerospace, automotive and land systems • Member of the board of directors at Triumph Group, Inc., a public global aerospace and defense firm and Barnes Group, a public global industrial and aerospace firm. In addition, serves on the board of Form Technologies, a private company specializing in precision engineered components for the automotive, consumer electronics, industrial and aerospace markets. • Member of the board of directors of Embry-Riddle Aeronautical University and Space Florida. | ||
| Mr. Keating served as the Executive Chairman of the board of Kaman Corporation (a publicly traded aerospace and industrial distribution company) from 2008 to April 2021. Previously, he held the position of President and Chief Executive Officer of Kaman Corporation from 2008 to August 2020 and President and Chief Operating Officer of Kaman Corporation from 2007 to 2008. From 2004 to 2007, he held the position of Chief Operating Officer of Hughes Supply (a wholesale distributor acquired by Home Depot). | ||
| | | | | | | |
| PUBLIC COMPANY BOARD EXPERIENCE | BUSINESS DEVELOPMENT & STRATEGY | CEO | CYBERSECURITY & TECHNOLOGY | FINANCIAL | GLOBAL EXPERIENCE | MANUFACTURING | RISK MANAGEMENT |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 15 |
Age: 65 Director INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT | BONNIE C. LIND |  |
COMMITTEES: • Audit (Chair) • Executive • Nominating and Corporate Governance DIRECTORSHIPS: • Mission Produce, Inc., since May 2020 • Tamarack Timberlands LLC, since January 2022 • Albany International Corp., since February 2024 PRIOR DIRECTORSHIPS: • U.S. Silica Holdings, Inc., 2019 - 2021 • Federal Signal Corporation, 2014 - 2018 • Empire District Electric Company, 2009 - 2017 | QUALIFICATIONS: Ms. Lind brings to the Board CFO, Treasurer, financing, manufacturing, mergers and acquisitions, and public company board experience, including: • Served as Senior Vice President, CFO and Treasurer of • Experience as Assistant Treasurer of Kimberly-Clark Corporation, a manufacturer of personal care, consumer tissue and health care products. • Membership on the board of Mission Produce, Inc., a publicly traded worldwide avocado business, and Albany International Corp., a publicly traded developer and manufacturer of engineered components. • Formerly served on the board of U.S. Silica Holdings, Inc., a publicly traded performance minerals company and one of the • Formerly served on the board of Federal Signal Corporation, a publicly traded international designer and • Formerly served on the board of Empire District Electric Company, a utility generating, transmitting, and distributing power to southwestern Missouri and adjacent areas. |
| Ms. Lind served as Senior Vice President, CFO and Treasurer of Neenah, Inc. (a publicly traded technical specialties and fine paper company) from June 2004 to October 2020. Previously, Ms. Lind held a variety of increasingly senior financial and operations positions with Kimberly-Clark Corporation from 1982 until 2004. | |||
 |
Age:
Director
INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT | JOHN F. MALLOY |  |
COMMITTEES: • Audit • Executive • Finance (Chair)
• Victaulic Company, since 2004 • Hollingsworth & Vose, since 2006 | |||
QUALIFICATIONS:
Mr. Malloy has served as the Chairman of the Board, President and Chief Executive Officer of Victaulic Company (a privately held mechanical pipe joining systems company) since 2006. Prior to that, he held the position of President and Chief Executive Officer from 2004 to 2006 at Victaulic and also President and Chief Operating Officer from 2002 to 2004.
Skills and Qualifications
Mr. Malloy brings to the Board many years of senior management, operations, economic and strategic planning experience having served as the CEO and COO of a global manufacturing and distribution company, including:
including:
• Serving as Executive Chairman of the Board of Victaulic Company, a privately held mechanical pipe joining systems company. • Served as President and CEO of Victaulic Company from 2006 to January 2021. • Over fifteen years of experience in various senior level strategic planning positions at United Technologies |
Corporation.
• Holds a Ph.D. in economics and has taught courses in | ||
| Mr. Malloy has served as the Executive Chairman of the board of Victaulic Company (a privately held mechanical pipe joining systems company) since January 2021. Previously, he held the position of Chairman, President and Chief Executive Officer from 2006 to January 2021, President and Chief Executive Officer from 2004 to 2006, and President and Chief Operating Officer from 2002 to 2004. | ||
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement13
 |
|
Ms. Marks has served as President of Otis Elevator Company (a subsidiary of United Technologies Corporation and a manufacturer and service provider of elevators, escalators and moving walkways) since October 2017. Prior to that, she held the positions of CEO of Siemens USA from January 2017 to October 2017, Executive Vice President, Global Solutions at Dresser-Rand from 2015-2016, President and CEO of Siemens Government Technologies, Inc. from 2011-2015 and Vice President, Strategy and Business Development at Lockheed Martin Corporation from 2009-2011.
Skills and Qualifications
Ms. Marks brings to the Board strong multi-disciplinary experience in the areas of corporate strategy, operations, business development and leadership for emerging geographies, including:
|
|
Mr. Nord has served as Chairman of the Board, President and Chief Executive Officer of the Company since May 2014 and President and Chief Executive Officer since January 2013. Previously, he served as the Company’s President and Chief Operating Officer from June 2012 to January 2013 and Senior Vice President and Chief Financial Officer from September 2005 to June 2012.
Skills and Qualifications
Mr. Nord brings to the Board extensive financial, operational and strategic planning experience and a strong background in the manufacturing industry having served as a senior executive at two global manufacturing companies, including:
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement14
|
|
Mr. Russell has served as the Chairman of the Board of CMS Energy Corporation (“CMS”) and Consumers Energy Company (“Consumers”) since May 2016. Previously he served as the President and Chief Executive Officer of CMS and Consumers (a publicly traded electric and natural gas utility) from 2010-2016. He also held the position of President and Chief Operating Officer of Consumers from 2004 to 2010.
Skills and Qualifications
Mr. Russell brings to the Board many years of experience as a public company executive officer and Director in the utility industry and possesses a strong background in operations, regulated utilities and governance, including:
 |
|
Mr. Shawley served as the Senior Vice President and Chief Financial Officer of Ingersoll-Rand Company (a publicly traded manufacturer of climate solutions and industrial and security technologies) from 2008 to 2013. Previously, he held the position of Senior Vice President and President of Ingersoll-Rand’s Climate Control Technologies business from 2005 to 2008.
Skills and Qualifications
Mr. Shawley brings to the Board extensive leadership experience as a public company executive officer and Director and a strong background in finance, accounting and audit, including:
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement15
 |
|
Mr. Swift served as the Chairman of the Financial Accounting Standards Advisory Council from 2002 to 2006. Previously, he held the position of Chairman, President and Chief Executive Officer of Foster Wheeler Ltd. (design, engineering, construction and other services) from 1994 to 2001.
Skills and Qualifications
Mr. Swift possesses CEO experience, extensive public company board experience and a strong finance, engineering and corporate governance background, including:
During the five years ended December 31, 2017, Mr. Guzzi, Mr. Keating, Mr. Malloy and Mr. Swift have held the principal occupation listed in their biography above or been retired for that period of time. The employment history of each of the other Director nominees during such time period is reflected in their biographies above.
Directors are elected by plurality vote. Votes withheld and broker non-votes will not affect the election of Directors. Pursuant to the terms of our Director Resignation Policy, any director in an uncontested election who receives more votes “withheld” from his or her election than votes “for” his or her election must promptly tender his or her resignation to the Board. See page 10 for additional details on this Policy.
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement 16
The NCGC annually reviews all forms of independent Director compensation in relation to other U.S. companies of comparable size and the Company’s competitors, and recommends changes to the Board, when appropriate. The NCGC is supported in this review by Exequity LLP (“Exequity”), an independent outside compensation consultant engaged by the NCGC, which provides compensation consultation and competitive benchmarking.
As a result, the Director compensation program reflects a mainstream approach to the structure of the compensation components and the method of delivery.
The following table describes the components of independent Director compensation:
| | | | | | | |
| PUBLIC COMPANY BOARD EXPERIENCE | BUSINESS DEVELOPMENT & STRATEGY | CEO | CYBERSECURITY & TECHNOLOGY | FINANCIAL | GLOBAL EXPERIENCE | MANUFACTURING | RISK MANAGEMENT |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT |
Age: 59 Director INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT | JENNIFER M. POLLINO |  | |
COMMITTEES: • Audit • Compensation DIRECTORSHIPS: • Crane Co., since 2013 • Kaman Corporation, since 2015 PRIOR DIRECTORSHIPS: • Wesco Aircraft Holdings, Inc., 2014 - 2020 | QUALIFICATIONS: Ms. Pollino brings to the Board extensive senior management experience, public company board experience and a strong background in accounting, finance, corporate governance, intellectual capital, and organizational issues, including: • Serving as an Executive Coach and Consultant with JMPollino LLC since July 2012. • Over 20 years in senior executive and general management roles with a leading aerospace products company. • Experience in finance and accounting as Vice President, Finance and Controller of two Goodrich Corporation divisions and Controller of a savings and loan association. • Certified Public Accountant. • Lead Director | • Serving as a Director on the Board of Teach for America - North Carolina. • Member of the Advisory Board of University of North Carolina - Charlotte, Belk College of Business since 2010. • Serving as a Director of the National Association of Corporate Directors - Carolinas Chapter. | |
| | | | | | | |
| BUSINESS DEVELOPMENT & STRATEGY | CEO | CYBERSECURITY & TECHNOLOGY | FINANCIAL | GLOBAL EXPERIENCE | MANUFACTURING | RISK MANAGEMENT |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT |
The Company maintains a Deferred Compensation Plan for non-management Directors (“Deferred Plan for Directors”) which enables Directors, at their election, to defer all or a portion of their annual Board and Committee retainers into:
The Deferred Plan for Directors also enables such Directors, at their election, to defer all or a portion of their annual restricted share grant into:
Generally, all distributions under the Deferred Plan for Directors are paid only after termination of service, and may be paid in a lump sum or in annual installments, at the Director’s election. However, in the event of a change of control, all amounts credited to a Director’s account are paid in a lump sum, with amounts credited as stock units immediately converted into a right to receive cash.
HUBBELL INCORPORATED - 2018 Annual Meeting of Shareholders & Proxy Statement17
Director Compensation Table for Fiscal Year 2017
The following table shows the compensation paid by the Company to non-management Directors for service on the Company’s Board of Directors during fiscal year 2017. Mr. Nord receives no compensation beyond that described in the Executive Compensation section on page 42 for his service as Director.
| Fees Earned | All Other | |||||||
| or Paid in Cash(1) | Stock Awards(2) | Compensation(3)(4) | Total | |||||
| Name | ($) | ($) | ($) | ($) | ||||
| Carlos M. Cardoso | 92,000 | 119,897 | 5,025 | 216,922 | ||||
| Anthony J. Guzzi | 105,000 | 119,897 | 4,025 | 228,922 | ||||
| Neal J. Keating | 95,000 | 119,897 | 25 | 214,922 | ||||
| John F. Malloy | 98,000 | 119,897 | 25 | 217,922 | ||||
| Judith F. Marks | 90,000 | 119,897 | 25 | 209,922 | ||||
| David G. Nord | — | — | — | — | ||||
| John G. Russell | 92,000 | 119,897 | 4,745 | 216,642 | ||||
| Steven R. Shawley | 100,000 | 119,897 | 5,025 | 224,922 | ||||
| Richard J. Swift | 95,000 | 119,897 | 25 | 214,922 |
As of December 31, 2017, the following table shows the balance in each non-management Directors’ (i) stock unit account (each stock unit consists of one share of Common Stock) and (ii) restricted stock unit account (each restricted stock unit consists of one share of Common Stock) under the Deferred Plan for Directors. See the “Deferred Compensation Plan” section on page 17 for additional information:
| Aggregate No. of Stock Units | Aggregate No. of Restricted | |||
| Name | Held at Year End (#) | Stock Units Held at Year End (#) | ||
| Carlos M. Cardoso | 2,044 | 5,617 | ||
| Anthony J. Guzzi | 23,571 | 7,197 | ||
| Neal J. Keating | 4,647 | 7,197 | ||
| John F. Malloy | 1,539 | 1,580 | ||
| Judith F. Marks | — | 2,269 | ||
| David G. Nord | — | — | ||
| John G. Russell | 5,431 | 6,118 | ||
| Steven R. Shawley | 3,805 | 4,360 | ||
| Richard J. Swift | 17,534 | — |
HUBBELL INCORPORATED - 2018 Annual Meeting of Shareholders & Proxy Statement18
The Board of Directors has adopted the Company’s Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its responsibilities and to best serve the interests of the Company and its shareholders. The Guidelines reflect the Board’s commitment to good governance through the establishment ofby establishing policies and procedures in areas itthe Board believes are critical to the enhancement of shareholder value. It is the Board’s intention thatThe Board intends for these Guidelines to serve as a framework within which the Board can discharge its duties and foster the effective governance of the Company. The Board of Directors met 109 times in 2017.2023.
| Governance Snapshot | |
| |
 | Shareholders have identical economic and voting rights
|
| Directors are elected annuallyby shareholders to serve a one-year
|
| We adopted proxy access 2023, and allow up to 20 shareholders holding at least 3% of our outstanding shares of common stock continuously for three years to nominate up to the greater of two Directors
|
| Directors generally may not serve on
|
| Corporate funds or resources are
|
| Independent Board members meet regularly in |
|
|
| To maintain a diverse Board, Director nominees are evaluated on their background and experience, and also gender, race, and
|
| Director compensation is reviewed annuallywith advice from our
|
| There are no related party transactionswith our Directors, officers, or |
| Our Director Resignation Policy requires any Director who fails to receive a majority of the votes cast to promptly tender their resignation. |
| The Board and
|
| The Board receives regular reports and updates on key areas of |
| The Board |
| We do not have a poison pill (shareholders rights plan). |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 18 |
The Guidelines indicate that the Board shall be comprised of a majority of independent Directors. In evaluating the independence of Directors, each year the NCGC reviews all relationships between Directors (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or any of its subsidiaries) and the Company and its subsidiaries in accordance with the rules of the New York Stock Exchange (“NYSE”) and the SEC and considers whether any relationship is material. The NCGC also reviews responses to annual questionnaires completed by each of the Directors, a report of transactions with Director-affiliated entities, Code of Conduct compliance certifications, case submissions filed with the Company’s confidential communication resource, and Company donations to charitable organizations with which a Director may be affiliated (noting that The Harvey Hubbell Foundation Matching Gifts Program is available to all Directors, officers and employees and matches eligible gifts made to qualifying charitable organizations up to $10,000 in a calendar year).
The NCGC considered the nature and dollar amounts of the transactions below and determined that none were required to be disclosed or otherwise impaired the applicable Director’s independence as all of these ordinary course transactions were significantly below the NYSE bright-line independence threshold of the greater of $1 million, or 2% of the other company’s sales, and were immaterial to all companies involved. As a result of this review, the Board has determined that each of the current Directors is independent other than Mr. Nord. In evaluating and determining the independence of the Directors, the NCGC considered that in the ordinary course of business, transactions may occur between the Company and its subsidiaries and entities with which some of the Directors are or have been affiliated. For example:
|
HUBBELL INCORPORATEDChair - 2018 Annual Meeting of Shareholders & Proxy Statement19
Elevator Company. These transactions constituted less than 0.5% of each of Siemens Corporation’s and Otis Elevator Company’s respective sales during 2017.
In searching for qualified Director candidates for election to the Board and to fill vacancies on the Board, the Board may solicit current Directors or members of executive management for the names of potentially qualified candidates, consult with outside advisors, retain a Director search firm or consider nominees suggested by shareholders. All nominees for election of Director in 2018 are current Directors of the Company. In 2017, the Company did not utilize the services of any third party firms or advisors to identify or assist in the evaluation of Director candidates.
All Director candidates, including any Director candidates recommended by shareholders, are reviewed and evaluated by the NCGC in relation to the specific qualifications and experience sought by the Board for membership (as discussed in the “Election of Directors” section on page 11), and the Board’s needs at that time. A candidate whose qualifications and experience align with this criteria is then interviewed by members of the NCGC, other Board members and executive management to further assess the candidate’s qualifications and experience and determine if the candidate is an appropriate fit. Candidates may be asked to submit additional information to support their potential nomination and references may be requested. If the Board approves of the NCGC recommendation, the candidate is then nominated for election by the Company’s shareholders or appointed by the Board to fill a vacancy, as applicable.
Any shareholder who intends to recommend a candidate to the NCGC for consideration as a Director nominee should deliver written notice, which must include the same information requested by Article I, Section 11(A) (2) of our By-Laws, to the Secretary of the Company with the following information about the candidate:
Any such notice should be delivered to the Company sufficiently in advance of the Company’s annual meeting to permit the NCGC to complete its review in a timely fashion.
The Company’s By-Laws require the Board to choose the ChairmanChair of the Board from among the Directors, and provide the Board with the ability to appointincluding potentially the CEO of the Company as the Chairman of the Board.Company. This approach gives the Board the necessary flexibility to determine whether thesethe CEO and Chair positions should be held by the same person or by separate personspeople based on the leadership needs of the Company at any particular time. The Board believes that there is no single, generally accepted approach to providing board leadership, and that each of the possible leadership structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company at any given time. Accordingly, the Company’s optimal board leadership structure for a particular company may vary as circumstances change.
Mr. NordBakker has served as Chairman, President and CEOChief Executive Officer of the Company since May 2014.4, 2021. The Board has determined that combining the roles of CEOChief Executive Officer and ChairmanChair is best for the Company and its shareholders at this time because it promotes unified leadership by Mr. Nord and allows for a single, clear focus for management to execute the Company’s strategic and business plans.plans while being appropriately counterbalanced by an independent Lead Director.
HUBBELL INCORPORATED - 2018 Annual Meeting of Shareholders & Proxy Statement20
Independent Lead Director
The Board has established the position of an independent Lead Director to serve a three-year term commencing immediately following the Company’s Annual Meeting.term. The Board believes that a three-year term is appropriate foras it affords continuity and gives the Lead Director as it affords greater continuity and allows the Lead Directortime to gain a betteran understanding of Board and management dynamics and to build relationships with the other Directors. The Lead Director is responsible for:
| Board Leadership | Providing leadership to the Board in situations where the | ||
| Executive Sessions | Coordinating the agenda and chairing executive sessions of the | ||
| Liaison | Regularly meeting with the | ||
| Spokesperson | Upon request, acting as the spokesperson for the Board in interactions with third | ||
| Succession | Working with the NCGC and the |
Currently, Mr. Guzzi is the Lead Director and is expected to hold this position until the 20192025 Annual Meeting.Meeting (subject to annual re-election as a Director). The Board believes that its present leadership structure and composition provides for independent and effective oversight of the Company’s business and affairs as further demonstrated by the fact that its members areaffairs. The Board consists of current or former CEOs, CFOs, COOs or COOssenior executives of major companies in similar industries or military leaders, and its Audit, Compensation, Finance, and Nominating and Corporate Governance Committees are comprisedcomposed entirely of Directors who meet the independence requirements of the NYSE, andNew York Stock Exchange (“NYSE”). Mr. NordBakker is the only Director who is a member of executive management. Given the strong leadership of Mr. NordBakker as Chairman, President and CEO,Chief Executive Officer, the counterbalancing role of theHubbell’s strong, independent Lead Director, and a Board otherwise comprised of effective and independent Directors, the Board believes that its current leadership structure is appropriate at this time.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 19 |
| Our Board consists of a majority of independent Directors and our Audit, Compensation, Finance, and Nominating and Corporate Governance Committees are 100% independent. |
The Guidelines provide that the Board must be composed of a majority of independent Directors. Nine of our ten current Directors are independent. In evaluating the independence of Directors, each year the NCGC reviews all direct and indirect relationships between Directors (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or any of its subsidiaries) and the Company or one of its subsidiaries in accordance with the rules of the NYSE and the Securities and Exchange Commission (“SEC”) and considers whether any relationship is material. To that end, the NCGC oversees the annual questionnaire process for the Directors and reviews transactions with Director-affiliated entities, Code of Conduct compliance certifications, case submissions filed with the Company’s confidential compliance communication resource and Company donations to charitable organizations with which a Director may be affiliated. The Hubbell Foundation’s (the “Foundation”) various matching gift programs, which are available to all Directors, officers, and U.S. employees, match eligible donations made to and volunteer hours served with, qualifying charitable organizations and educational institutions in a calendar year up to: (i) $25,000 in the aggregate in cash donations and (ii) such other cash amounts, as applicable, matched in connection with the Foundation’s Dollars for Doers matching volunteer hours program - wherein the Foundation makes charitable donations based on certain documented volunteer hours served. Hubbell believes strongly in the positive impact that volunteerism and charitable contributions can have on local communities and the larger world.
The NCGC considered the nature and dollar amounts of Hubbell’s transactions with Directors and determined that none were required to be disclosed or otherwise impaired a Director’s independence; all of these ordinary course transactions were significantly below the NYSE bright-line independence thresholds. As a result of the NCGC’s most recent annual review, the Board determined that each of the current Directors is independent other than Mr. Bakker.
The Board of Directors is responsible for overseeing the Company’s risk management practices and committees of the Board assist it in fulfilling this responsibility.
The Audit Committee routinely discusses with management the Company’s policies and processes with respect to risk assessment, the Company’s major financial risk exposures, and the actions management has taken to limit, monitor or control such exposures. Annually, the Board reviews with management the implementation and results of the Company’s enterprise risk management program which identifies and quantifies a broad spectrum of enterprise-wide risks in various categories, such as strategic, operational, compliance, financial, information technology and related action plans.
The Board’s other committees - Compensation, Nominating and Corporate Governance, and Finance – oversee risks associated with their respective areas of responsibility as set forth in their charters. For example, the Finance Committee considers risks associated with the Company’s capital structure or acquisition strategy and the Compensation Committee considers risks associated with its compensation plans and policies. The committees provide detailed reports to the full Board of Directors on risks and other matters that may have been considered and evaluated during its meetings.
| Our Board oversees risk management activities. |
Members of senior management assist the Board and its committees with their risk oversight responsibilities through routine discussions of risks involved in their specific areas of responsibility.authority. For example, our principal businesssenior leaders will report to the Board at regular intervals during the year on the Company’s strategic planning activities and risks relevant to execution of the Company’s strategy. In addition, from time to time, independent consultants with specific areas of expertise are engaged to discuss topics that the Board and management have determined may present a material risk to the Company’s operations, plans or reputation.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 20 |
In 2017,2023, as part of itsour risk management activities, the Company reviewed with the Compensation Committee its compensation policies and practices applicable to all employees that could affect the Company’s assessment of risk and risk management and determined that such compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Board does not believe that its role in the oversight of the Company’s risks affects the Board’s leadership structure.
The Company requires its Directors and officers to act in accordance with the highest standards of ethical conduct and has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that supports the Company’s commitment to the people we serve, the communities we work in, the Company and each other. Underlying this commitment is a strong set of core values - integrity, discipline, collaboration and excellence - that guide our actions and decisions. Our Code of Conduct covers many areas of professional conduct ranging from conflicts of interest, ethical business conduct, employment practices, compliance with applicable laws and regulations, protection of Company assets and confidential information and reporting obligations. Each year, to strengthen the Company’s commitment to ethical conduct, we provide training on various aspects of the Code of Conduct and require all Directors and officers to certify compliance with the Code of Conduct policy. Waivers to the Code of Conduct for Directors and officers may be granted only by the Board or the appropriate Board Committee and, along with any amendments, will be promptly disclosed to Company shareholders on the Company’s website. The Code of Conduct can be viewed on the Company’s website at www.hubbell.com.
HUBBELL INCORPORATED - 2018 Annual Meeting of Shareholders & Proxy Statement21
Shareholders and interested parties may communicate with the full Board, the Lead Director, the non-management Directors as a group, or with individual Directors by using either of the following methods:
| |
Communications will be forwarded to the specific Director(s) requested by the interested party. General communications will be distributed to the full Board or to a specific member of the Board depending on the material outlined in the communication. Certain items unrelated to the duties and responsibilities of the Board will not be forwarded including job inquiries and resumes, business opportunities, junk or mass mailings, spam, or any hostile, improper, threatening or illegal communication.
The Board of Directors has established the followingfive standing Committeescommittees to assist it in fulfilling its responsibilities: Audit, Compensation, Executive, Finance and Nominating and Corporate Governance. The principal responsibilities of each of these Committeescommittee are described generally below and in detail in their respective Committee Charterscommittee charters which are available on the Corporate Governance page of the Company’s website atwww.hubbell.com, or (or in the case of the Executive Committee Charter, in Article III, Section 1, of the Company’s By-Laws.By-Laws). The reference to our website address does not constitute incorporation by reference of the information contained on the website, and such information is not a part of this Proxy Statement. The Board has determined that each member of the Audit, Compensation, Finance, and Nominating and Corporate Governance Committees is independent for purposes of the NYSE listing standards and SEC regulations.
| | ||||
BONNIE C. LIND
Debra L. Dial(1) | 8 Meetings in 2023 | 97% Attendance |  Independence 5 / 5 | |
Key Oversight Responsibilities
Oversees the Company’s accounting and financial reporting and disclosure
Appoints the independent
Reviews the audit plans and results of the independent
Approves all audit and non-audit fees for services performed by the independent
Reviews and discusses with management and the independent auditors matters relating to the quality and integrity of the Company’s financial statements, the adequacy of its internal controls processes, and compliance with legal and regulatory • Reviews the Company’s cybersecurity plans, policies, threats, and prevention strategies. | ||||
| (1) | Ms. Dial became a member of the Audit Committee when she was appointed to the Board on July 1, 2023. |
The Board of Directors has determined that all members of the Audit Committee are financially literate and meet the NYSE standard of having accounting or related financial management expertise. Each member of the Audit committeeCommittee other than Mr. Hernandez is an “audit committee financial expert”“Audit Committee Financial Expert” as defined by the SEC.
| | ||||
Carlos M. Cardoso Anthony J. Guzzi Neal J. Keating Jennifer M. Pollino | 4 Meetings in 2023 | 90% Attendance | Independence 5 / 5 | |
Key Oversight Responsibilities
Determines and oversees the Company’s execution of its compensation
Reviews and approves all compensation of the CEO and other
Appoints the • Determines stock ownership and retention guidelines for the CEO and other officers of the Company. • Reviews and approves of the Company’s compensation | ||||
| (1) | Mr. Russell will not stand for re-election to the Board of Directors at the expiration of his current term. |
| 21 |
GERBEN W. Members: Anthony J. Guzzi | Did not meet in |  Independence 5 / 6 | ||
Key Oversight Responsibilities
|
• The Executive Committee may meet during intervals between meetings of the Board of Directors and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Company, except certain powers set forth in the By-Laws of the Company. | |||
| (1) | Mr. Russell will not stand for re-election to the Board of Directors at the expiration of his current term. |
HUBBELL INCORPORATED -Finance Committee2018 Annual Meeting of Shareholders & Proxy Statement22
| | ||||
JOHN F.
Debra L. Dial(1) Anthony J. Guzzi Rhett A. Hernandez John G. Russell | 5 Meetings in 2023 | 96% Attendance | Independence 5 / 5 | |
Key Oversight Responsibilities
| ||||
| (1) | Ms. Dial became a member of the Finance Committee when she was appointed to the Board on July 1, 2023. |
| (2) | Mr. Russell will not stand for re-election to the Board of Directors at the expiration of his current term. |
Nominating and Corporate Governance Committee
See the “Nomination and Election Process” section on page 11 and the “Director Independence”
Board Practices and ProceduresCode of Business Conduct and Ethics
The Company requires its Directors and officers to act in accordance with the highest standards of ethical conduct. Our Code of Business Conduct and Ethics (the “Code of Conduct”) which is available on the Corporate Governance page of the Company’s website at
Director Resignation Policy
The Guidelines provide that any Director in an uncontested election who receives more votes “withheld” from their election than votes “for” their election will promptly tender their resignation to the Board. After receiving the tendered resignation and within 60 days of certification of the shareholder vote, the NCGC will consider and recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will, within 90 days of certification of the shareholder vote, make a determination taking into consideration the recommendation of the NCGC, the vote results, shareholder input and other relevant factors. Restrictions on Service on Other Public Company BoardsThe Guidelines include limitations on public company board service for Directors. Specifically, the number of other public company boards on which an independent Director may serve is three and the number of other public company boards on which the CEO may serve at the same time serving as Chair of the Hubbell Board is one. The Board believes that restrictions on service on other public company boards is important to ensure that each Director has sufficient time to dedicate to Hubbell. Shareholder Outreach and EngagementThe Company regularly engages with shareholders over the course of the year on diverse topics such as financial performance, compensation, corporate governance and ESG (including climate change and human capital management). We are committed to not just continuing to engage with our shareholders, but also to reviewing and applying the feedback we receive. The Board of Directors and Hubbell’s management team engage in a robust program of shareholder outreach and continue to focus on shareholders’ perspectives on our compensation programs and our pay for performance philosophy. In 2023 and early 2024, members of our senior management engaged in a targeted outreach with Hubbell’s top thirty shareholders representing over 61% of Hubbell’s outstanding Common Stock. These conversations which were led by a cross-functional group of senior leaders, helped inform the Compensation Committee’s review of the executive compensation programs and confirmed shareholder’s overall support of our compensation philosophy, design, and programs.
Proxy Access
The Board amended the Company’s by-laws as of February 15, 2023 to adopt a “proxy access” provision. The proxy access provision permits the inclusion in the Company’s annual meeting proxy solicitation materials director candidates nominated by shareholders holding at least three percent (3%) of the Company’s outstanding Common Stock for at least three years, with the number of director candidates not to exceed the greater of two or twenty percent (20%) of the number of directors serving on the Board at such time. Twenty or fewer shareholders may aggregate their holdings in the Company’s Common Stock to reach the three percent (3%) threshold. Nominations are subject to certain eligibility, procedural, and disclosure requirements as set forth in our By-Laws. Communications with DirectorsShareholders and interested parties may communicate with the full Board, the Lead Director, the non-management Directors as a group, or with individual Directors by using either of the following methods:
Communications will be forwarded to the specific Director(s) requested by the interested party. General communications will be distributed to the full Board or to a specific member of the Board depending on the substance of the communication. Certain items unrelated to the duties and responsibilities of the Board will not be forwarded including job inquiries and resumes, business opportunities, junk or mass mailings, spam, or any hostile, improper, threatening, or illegal communications.
AttendanceThe Board of Directors held 9 total meetings in 2023. Each Director attended, on average, 96% of all
The Corporate Governance Guidelines and the following additional materials relating to corporate governance are published on our website atwww.hubbell.com.The reference to our website address does not constitute incorporation by reference of the information contained on the website, and such information is not a part of this Proxy Statement.
Our Commitment to Sustainability
As a leading provider of best-in-class electrical and utility solutions, we leverage our foundational strengths of innovation, quality, and reliability to drive positive outcomes across our environmental, social, and governance (ESG) priorities. Beyond our walls, our products are also impactful—providing sustainability benefits for our customers, communities, and value chain.
Our ESG Priorities
Deferred Compensation PlanThe Company maintains a Deferred Compensation Plan for non-management Directors (“Deferred Plan for Directors”) that enables Directors, at their election, to defer all or a portion of their annual cash Board and Committee retainers into a Stock Unit account, a cash account, or both.
The Deferred Plan for Directors also enables the Directors, at their election, to defer all or a portion of their annual restricted share grant into a Restricted Stock Unit account that credits a depositor with one restricted stock unit for each share of restricted stock deferred. Restricted stock units are subject to the same vesting terms as the underlying deferred stock and are payable in the form of one share of Common Stock for each restricted stock unit. Dividend equivalents are paid on the restricted stock units contained in the account and converted into additional restricted stock units. Generally, distributions under the Deferred Plan for Directors are paid only after termination of service and may be paid in a lump sum or in annual installments, at the Director’s election. However, in the event of a change of control, all amounts credited to a Director’s account will be paid in a lump sum, with amounts credited as stock units immediately converted into a right to receive cash.
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| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 29 |
The following table shows the compensation paid by the Company to non-management Directors for service on the Company’s Board of Directors during fiscal year 2023. Mr. Bakker received no compensation for his service as a Director beyond that described in the Executive Compensation section on page 53.
| Name | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | ||||
| Carlos M. Cardoso | 102,000 | 144,904 | 20,000 | 266,904 | ||||
| Debra L. Dial(1) | 52,500 | 144,809 | - | 197,309 | ||||
| Anthony J. Guzzi | 137,000 | 144,904 | 23,000 | 304,904 | ||||
| Rhett A. Hernandez | 105,000 | 144,904 | 25,000 | 274,904 | ||||
| Neal J. Keating | 110,000 | 144,904 | - | 254,904 | ||||
| Bonnie C. Lind | 115,000 | 144,904 | - | 259,904 | ||||
| John F. Malloy | 113,000 | 144,904 | - | 257,904 | ||||
| Jennifer M. Pollino | 107,000 | 144,904 | 31,000 | 282,904 | ||||
| John G. Russell | 115,000 | 144,904 | 25,000 | 284,904 |
| (1) | Ms. Dial joined the Board effective July 1, 2023. Accordingly, Ms. Dial’s cash retainer fees represent part-year compensation though she received a full year annual restricted share grant. |
| (2) | Includes the following amounts deferred and held under the Company’s Deferred Plan for Directors: Mr. Guzzi - $137,000, Mr. Keating - $55,000, and Ms. Lind – $115,000. |
| (3) | Amounts shown represent (i) the grant date fair value of 527 shares of restricted stock granted to Mr. Cardoso, Mr. Guzzi, Mr. Hernandez, Mr. Keating, Ms. Lind, Mr. Malloy, Ms. Pollino and Mr. Russell at the Company’s May 2, 2023, Annual Meeting of Shareholders as computed in accordance with FASB ASC Topic 718, and (ii) the grant date fair value of 439 shares of restricted stock granted to Ms. Dial on July 1, 2023 as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 18 to the Notes to Consolidated Financial Statements for 2023 contained in the Form 10-K filed with the SEC on February 8, 2024. These shares will vest as of the date of the 2024 Annual Meeting of Shareholders if the Director is still serving at that time (or earlier, upon death or a change in control). Mr. Guzzi, Mr. Keating, and Ms. Lind each elected to defer their entire 2023 annual restricted stock grant pursuant to the terms of the Deferred Plan for Directors. See the below table for the aggregate number of stock awards held by each Director as of December 31, 2023. |
| (4) | Amounts shown include Company matching contribution to an eligible institution under The Hubbell Foundation’s Matching Gifts Program. |
As of December 31, 2023, the following table shows the balance in each non-management Director’s stock unit account and restricted stock unit account, if any, under the Deferred Plan for Directors. Each restricted stock unit shown below represents the right to receive one share of Common Stock. See the “Deferred Compensation Plan” section on page 29 for additional information:
| Name | Aggregate No. of Stock Units Held at Year End (#) | Aggregate No. of Restricted Stock Units Held at Year End (#) | |
| Carlos M. Cardoso | 2,346 | 7,785 | |
| Debra L. Dial | — | — | |
| Anthony J. Guzzi | 31,739 | 13,971 | |
| Rhett A. Hernandez | — | — | |
| Neal J. Keating | 7,307 | 13,971 | |
| Bonnie C. Lind | 2,074 | 4,372 | |
| John F. Malloy | 1,767 | 1,814 | |
| Jennifer M. Pollino | — | — | |
| John G. Russell | 6,235 | 7,023 |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 30 |
Consistent with the preference expressed by our shareholders at the 2023 Annual Meeting, we offer our shareholders the opportunity to vote on the compensation of Shareholders & Proxy Statement25
COMPENSATION DISCUSSION AND ANALYSISour NEOs every year.
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are requesting shareholder approval, on an advisory (non-binding) basis, of the compensation of our NEOs as presented in this Proxy Statement in the Compensation Discussion and Analysis section beginning on page 32 and the compensation tables and accompanying narrative disclosure in the Executive Compensation section beginning on page 53.
Accordingly, we will present the following resolution for vote at the Annual Meeting:
“RESOLVED, that shareholders of Hubbell Incorporated (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the 2023 Summary Compensation Table and related compensation tables and narrative disclosure as set forth in the Company’s 2024 Proxy Statement.”
As described more fully in the Compensation Discussion and Analysis section that follows, our executive compensation program was designed to attract and retain highly talented executives, deliver compensation that is competitive and fair compared to relevant benchmarks, reward strong Company performance and motivate executives to maximize long-term shareholder returns. To achieve our objectives, we have adopted and maintain sound compensation governance practices and a strong pay for performance philosophy. Notably, the greatest portion of our executives’ total direct compensation is variable and linked to performance on both a short-term and long-term basis.
As an advisory vote, the outcome of this proposal is not binding upon the Company. However, our Compensation Committee and our Board value the opinions of our shareholders and will consider the outcome of this vote when making future compensation decisions for our NEOs.
The affirmative vote of a majority of the votes cast by the holders of the outstanding shares of Common Stock is required to approve, on an advisory, non-binding basis, the compensation of our NEOs. In other words, the number of votes cast “FOR” the proposal must exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes will not affect the voting results. Broker discretionary voting is not allowed; if your shares are held by a broker, you must instruct the broker how to vote or your shares will not be voted with respect to Proposal 2.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL BY NON-BINDING VOTE OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 31 |
Our business benefits from a strong leadership team with deep experience from both within and outside of our industry.
This Compensation Discussion and Analysis (“CD&A”) section of the Proxy Statement describes the material elements of the 2017 compensation program for the following named executive officers:individuals, who were our Named Executive Officers (“NEOs”) for 2023:
| Name | Position | |
| Mr. | Chairman, President and Chief Executive Officer |
| Mr. William R. Sperry | Executive Vice President, |
| Mr. Allan J. Connolly(1) | Former President, Utility Solutions Segment | |
| Mr. | President, |
| Ms. Katherine A. Lane | ||
| Mr. Gregory A. Gumbs | President, Utility Solutions Segment |
| (1) | Mr. Connolly’s last day with the Company was July 1, 2023. |
OurHubbell engages with shareholders throughout the year on diverse topics such as financial performance, compensation and pay for performance, corporate governance, sustainability and environmental, social and governance (“ESG”). In 2023 and early 2024, members of our senior management engaged in a targeted outreach with Hubbell’s top thirty shareholders representing over 61% of Hubbell’s outstanding Common Stock. These conversations, which were led by a cross-functional group of senior leaders, helped inform the Compensation Committee’s review of the executive compensation programs and confirmed shareholder’s overall support of our compensation philosophy, design, and programs.
 | See additional details on shareholder outreach and engagement on pages 23-24. |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 32 |
Hubbell’s 2023 advisory Say on Pay vote on executive compensation resulted in 96.5% of the votes cast in favor of the Company’s executive compensation program. Hubbell’s Say on Pay votes have averaged approximately 93% support for the last 10 years. We believe these strong results indicate that our shareholders are generally supportive of our compensation program.
As reaffirmed by our shareholders at the 2023 Annual Shareholders Meeting, and consistent with the Board’s recommendation, Hubbell will continue to submit the Say on Pay proposal for a non-binding vote on an annual basis.
| We delivered to our stakeholders in 2023. |
Hubbell is primarily engagedWe measure our progress not only in terms of our financial accomplishments, but also by looking at whether we served the best interests of our shareholders, suppliers, customers, employees, and communities in which we operate.
Our financial accomplishments in 2023 included:
| We executed a disciplined plan of capital deployment. |
| (1) | Our performance highlights represent the results of continuing operations. See Note 2 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024, for further details. |
| (2) | Adjusted diluted earnings per share and free cash flow are non-GAAP financial measures. A reconciliation to the comparable GAAP financial measures can be found in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 33 |
The Compensation Committee, in consultation with Exequity, the Board’s independent compensation consultant, reviews the objectives and components of Hubbell’s executive compensation program and reviewed and approved the 2023 compensation earned by our NEOs.
We believe the elements of our compensation program continue to drive our overall pay for performance philosophy and alignment with our shareholders, and allow continued execution on Hubbell’s strategic initiatives. The compensation program includes both short-term and long-term incentives for all NEOs.
All employees eligible to participate in our Short-Term Incentive program, including our NEOs, can earn an annual bonus based 80% on financial results, with the remaining 20% of such bonus tied to initiatives aligned to our annual and multi-year strategy. This allows the Compensation Committee to further prioritize and appropriately reward performance on critical non-financial metrics.
| See additional details on Short-Term Incentives on pages 40-45. |
| (1) | Adjusted earning per share and free cash flow are non-GAAP financial measures. A reconciliation to the comparable GAAP financial measures can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |
Long-Term Incentive Metrics and Weighting
The overall design manufacture and sale of quality electrical and electronic products for a broad rangeour Long-Term Incentive program focuses our NEOs on our strategic priorities of non-residential and residential construction, industrial and utility applications. Our reporting segments consistprofitable growth balanced with operational effectiveness, while ensuring alignment with shareholder interests.
75% of the Electrical segmentLong-Term Incentive Award is performance oriented and the Power segment which represent approximately 69%remaining 25% is retention oriented. The performance share grant has three equally-weighted financial performance metrics and 31%, respectively,is 50% of our total revenue for 2017. For more information about our business, please see our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 15, 2018.overall equity award.
Our Business Highlights
| See additional details on Long-Term Incentives on pages 45-49. |
| (1) | Adjusted operating profit margin is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 34 |
The Summary Compensation Table on page 53 discloses annual compensation for our NEOs in accordance with SEC regulations. These regulations require Long-Term Incentive awards to be presented at their grant date value. While grant-date pay can be a helpful measure for comparing target pay across companies, it may not reflect the actual value ultimately delivered to the NEOs based on Company performance.
In order to better assess the face of challenging end markets, we continuedrelationship between pay and performance, the Compensation Committee reviews the NEOs’ realized compensation and performance on both an absolute basis and on a relative basis in comparison to focusour Peer Group. The following table explains Summary Compensation Table pay and realized compensation and how they differ.
| Pay Summary | Description | |
| Summary Compensation Table (SCT) | SEC mandated disclosure Compensation awarded in the reporting year, as well as value estimates for other types of compensation. Amounts shown for base salary, bonuses, and cash incentives are the amounts earned in the year indicated. Amounts shown for Long-Term Incentive awards reflect the grant-date fair value of restricted shares, stock appreciation rights, and performance shares granted in the year indicated. | |
| Realized Compensation | Used to measure impact of performance on pay Compensation earned during the reporting year, including the actual results of performance-based Long-Term Incentive compensation, plus compensation awarded prior to the reporting year that remains dependent on Company performance. Amounts included for base salary, bonuses, and cash incentives are the amounts earned in the year indicated (consistent with the SCT). Amounts included for Long-Term Incentive awards reflect the actual value of restricted shares that vested during the period and performance awards paid out during the period (if any), the value of stock appreciation rights exercised during the period, and changes in the value of unvested restricted shares and stock appreciation rights based on changes in our stock price during the period. |
| The CEO’s pay is aligned with Hubbell’s performance. |
The graph below identifies for Hubbell and our Peer Group (as described on providingpages 39-40) the relationship between CEO pay rank and relative return to shareholders for 2023. Each blue dot represents a company in the Peer Group, and the yellow dot represents Hubbell. The shaded area marks the range that characterizes ideal pay-for-performance alignment. “Hubbell (2023)” in the below graph reflects our customersCEO’s 2023 realized compensation and our TSR performance. Peer company estimated compensation reflects 2022 compensation as reported, including 2023 stock price performance and corresponding 2023 TSR performance. Hubbell (2023) illustrates that our CEO’s compensation is aligned with superior productsthe Company’s TSR performance.
1-YEAR CEO REALIZED COMPENSATION PERCENTILE VS.
TOTAL SHAREHOLDER RETURN PERCENTILE
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 35 |
Our compensation decisions for 2023 were directly influenced by our operating results, peer benchmarking, and solutions while improvingour shareholder outreach. We use the competitivenessfollowing objectives to guide our decisions:
| PAY FOR PERFORMANCE | Align interests of executives with our shareholders by linking executive pay to Company performance. | |
| ATTRACT, RETAIN,AND MOTIVATE | Incentivize high-quality executive talent essential to our immediate and long-term success. | |
| DELIVER COMPETITIVEAND FAIR COMPENSATION | Target compensation for our executives aligned with relevant external benchmarks. |
The following are highlights of our cost structure.compensation practices and decisions that exemplify our commitment to sound compensation governance and shareholders’ interests.
| Year Ended December 31, | 2015 | 2016 | 2017 | |||||||||
| Net Sales($ Millions) | $ | 3,390.4 | $ | 3,505.2 | $ | 3,668.8 | ||||||
| Adjusted Operating Income(1) ($ Millions) | $ | 513.5 | $ | 512.8 | $ | 534.1 | ||||||
| Adjusted Operating Margin(% of Net Sales)(1) | 15.1 | % | 14.6 | % | 14.6 | % | ||||||
| Adjusted Diluted EPS(1) | $ | 5.52 | $ | 5.66 | $ | 5.93 | ||||||
| Free Cash Flow (% of Net Income Attributable to Hubbell)(1) | 94.6 | % | 117.3 | % | 123.1 | % | ||||||
 | What We Do |  | What We Don’t Do | |
| Pay for Performance. We closely align pay and performance by placing a significant portion of target total direct compensation to be at risk. | No Guaranteed Annual Salary Increases or Bonuses. Annual salary increases are based on evaluations of individual performance and the competitive market. Bonus payouts, if any, are based on financial and individual performance against specific targets. | |||
| Independent Compensation Consultant. The Compensation Committee retains an independent compensation consultant to review and advise on executive compensation matters. | No Consultant Conflicts. The independent compensation consultant cannot provide any other services to Hubbell without the Compensation Committee’s approval. | |||
| Robust Performance Goals. We establish clear and measurable goals and hold our executives accountable for achieving specified targets to earn a payout under our incentive plans. Performance goals are linked to operating priorities designed to create long-term shareholder value. | No Hedging or Pledging. We prohibit our executives, including our NEOs, from hedging or engaging in derivatives trading with respect to company stock and from pledging company stock as collateral for a loan. | |||
| Annual Benchmarking. We review peer and market practice, as well as pay levels on an annual basis. | No Excessive Perks. The perquisites provided are restricted to relocation benefits, limited financial and tax planning reimbursements, and limited use of the corporate aircraft, and are subject to Board oversight. | |||
| Shareholder Engagement. We conduct formal outreach with our investors to discuss our compensation programs, ESG, and other key topics. | Limited Tax Gross Ups. We do not provide tax gross ups for severance, excise tax, or other benefits provided to our executives (including the NEOs). | |||
| Strong Governance. We adopted a new compensation recoupment (clawback) policy in 2023 that complies with the new SEC rules and NYSE listing standards, and our Short-Term Incentive plans include the option for only negative discretion by the Compensation Committee regarding award amounts paid. | No Excessive Supplemental Retirement Plans. We have frozen our supplemental executive retirement plan and only provide new benefits under qualified retirement plans that are made available generally to employees and non-qualified defined contribution plans that are made available to certain executives. | |||
| Stock Ownership. We require senior executives, including our NEOs, to maintain significant ownership in company stock. Our CEO has an ownership requirement of 5 times his base salary, which he currently satisfies. | No Repricing or Cash Buyouts. We prohibit the repricing or buyout of options and SARs without shareholder approval. | |||
| No Employment Agreement with CEO or NEOs. We do not have employment agreements with any of our NEOs, including Mr. Bakker, our CEO. | ||||
| No Single Trigger on Change in Control Benefits. Change in control benefits are provided only if there is both a change in control and a qualifying termination. | ||||
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 36 |
| The majority of NEOs’ pay is at risk, subject to Hubbell’s performance. |
The below chart represents compensation mix for all of our NEOs as of December 31, 2023.
Our pay for performance compensation philosophy is intended to reward our executives for their contributions toward achieving the Company’s goals and implementing our business strategy. The Company provides its executives with a compensation package consisting of fixed and variable elements that deliver competitive compensation that enhances the Company’s ability to attract and retain high quality management talent. Our compensation objectives and business strategy drive how our Compensation Committee designs the elements of our compensation program, as outlined in the following table.
| 2023 Compensation | What? | When? | How? | Link to Strategy and Performance | |||
| Base Salary | Fixed Cash | Annual | Reviewed annually for potential adjustment based on factors such as market competitiveness, individual performance, and scope of responsibility. | Competitive fixed cash compensation that attracts high caliber executives to lead our Company. | |||
| Short-Term Incentive | Variable Cash | Annual | Based on achievements with respect to Company (and possibly business segment) financial goals and individual performance against the Company’s strategic objectives. | Designed to motivate our executives to attain short-term performance goals that are linked to our long-term financial and strategic performance objectives. | |||
Long-Term Incentive: 50% Performance Shares | Variable Equity | 3-year performance period | Performance metrics: relative sales growth, adjusted operating profit margin, and relative total shareholder return. | Motivates executives to achieve the Company’s critical long-term financial goals, and aligns executives’ and shareholders’ interests in share price appreciation. | |||
| 25% Stock Appreciation Rights (SARs) | Variable Equity | 3-year period, ratable vesting | Provides value based on the appreciation in our stock price between the date of grant and the date of exercise. | Aligns executives’ and shareholders’ interests in share price appreciation. | |||
| 25% Restricted Shares | Variable Equity | 3-year cliff vesting | Represents a grant of shares of Hubbell’s Common Stock that vest after a three- year period. | Promotes the retention of key executives, and aligns executives’ and shareholders’ interests in share price appreciation. |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 37 |
Hubbell has a clearly defined process and roles for making decisions about executive compensation.
| Role | Process |
| Compensation Committee | Oversees compensation programs and has ultimate responsibility |
| Independent Compensation Consultant | Provides market data, insight, and support and advice to the Compensation Committee |
| CEO and Management | Provide data and limited input to the Compensation Committee |
| Shareholders | Feedback drives our compensation program design |
The Compensation Committee determines the Company’s compensation philosophy and approves each element of executive compensation. The Compensation Committee relies on advice and data provided by Exequity, an independent compensation consultant engaged by the Compensation Committee. Exequity does not advise management and receives no compensation from the Company for services other than those provided to the Compensation Committee and the NCGC (for which it provides guidance on independent Director compensation, as described on page 28). Although the Compensation Committee considers recommendations made by the CEO with respect to executive compensation for executives other than himself, the Compensation Committee is solely responsible for making all executive compensation decisions.
The Compensation Committee discusses its compensation philosophy with Exequity and expects Exequity to present options for award practices and to provide context for any proposals, but otherwise does not impose any specific limitations or constraints on or direct the manner in which Exequity performs its advisory services. As advisor to the Compensation Committee, Exequity reviews the compensation strategy and pay levels for the NEOs, examines all aspects of the Company’s executive compensation programs to ensure they support the Company’s business strategy and objectives, informs the Compensation Committee of developing regulatory considerations and trends affecting executive compensation and benefit programs and provides general advice with respect to all compensation decisions pertaining to the CEO and to all officer compensation recommendations submitted by management.
The Compensation Committee assesses the independence of Exequity annually and has concluded that no conflict of interest currently exists or existed in 2023 that would prevent Exequity from providing independent advice to the Compensation Committee. In making this determination, the Compensation Committee considered, among other things, the following factors: (1) Exequity did not provide any non-compensation-related services to (and did not receive any fees for any non-compensation-related services from) Hubbell; (2) the engagement complied with Exequity’s internal conflict of interest policies; (3) there are no other business or personal relationships between Company management or members of the Compensation Committee and any representatives of Exequity who provide services to the Company; and (4) neither Exequity nor any representatives of Exequity who provide services to the Company own any Common Stock or other Hubbell securities.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 38 |
| The Compensation Committee follows a comprehensive process to determine compensation values and benchmark program design. |
Over the course of its four planned meetings each year, Hubbell’s Compensation Committee thoroughly reviews compensation design and amounts for our NEOs. In addition to the meetings described below, the Compensation Committee may schedule additional meetings throughout the year. The below sets forth a subset of the various topics the Compensation Committee considers in consultation with Exequity.
| FEBRUARY | • | Approve base pay changes, Short-Term Incentive payouts and Long-Term grant values. |
| • | Approve performance goals, plan designs and targets for the LTI and STI programs. | |
| • | Finalize performance share payouts for the three-year performance period that ended the prior year and targets for the next three-year grant period. | |
| • | Review tally sheets(1) for all NEOs and officers of the Company. | |
| MAY | • | Review pay for performance and realized compensation analysis for the prior year and three-year periods. |
| • | Consider executive compensation program design trends and regulatory matters. | |
| • | Review the composition of the Peer Group. | |
| • | Conduct a risk assessment. | |
| SEPTEMBER | • | Review executive compensation benchmarking against the Peer Group and the general market. |
| • | Review/discuss any program design changes for the upcoming year. | |
| • | Review targets and projections for Short-Term Incentives and Long-Term performance grants. | |
| DECEMBER | • | Conduct initial review of individual executive compensation changes for the upcoming year. |
| • | Continue to review/discuss any program design changes for the upcoming year. | |
| • | Continue to review targets and projections for Short-Term Incentives and Long-Term performance grants. |
| (1) | Tally sheets identify and value each element of compensation, including base salary, Short-Term and Long-Term Incentive awards, pension benefits, deferred compensation, perquisites, and potential change in control and severance benefits and provide an aggregate sum for each NEO and officer. |
The Compensation Committee assesses each element of executive compensation against the median compensation levels paid to executives in comparable positions in similar industries. The Compensation Committee reviewed 2022 benchmark data from two sources, the Peer Group and general industry survey data, to help inform 2023 target compensation. The Peer Group used to determine pay levels for 2023 was unchanged from the previous year. The tenants of the Peer Group was founded on three primary criteria:
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Industry Affiliation Companies within the Electrical | Similar Size Companies with revenues ranging | Competitors for Talent Companies that are relevant as sources |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 39 |
| Acuity Brands, Inc. | Donaldson Company, Inc. | IDEX Corporation | Sensata Technologies Holding plc | |||
| AGCO Corporation | Dover Corporation | ITT Inc. | Snap-on Incorporated | |||
| AMETEK, Inc. | EnerSys | Lincoln Electric Holdings, Inc. | WESCO International, Inc. | |||
| Carlisle Companies Incorporated | Fastenal Company | Regal Rexnord Corporation | Woodward, Inc. | |||
| Crane Company | Fortive Corporation | Rockwell Automation, Inc. | Xylem, Inc. | |||
| Curtiss-Wright Corporation | Fortune BrandsInnovations, Inc. | Roper Technologies, Inc. |
| The Committee targets the 50th percentile of the Peer Group data for each compensation element. |
Base salary is the principal fixed component of total direct compensation paid to the NEOs. Salaries are determined by reference to prevailing market pay rates, scope of job responsibility and performance considerations. The Company intends its base salary expenditures to be consistent with those incurred by similarly positioned companies in our industry, so the Compensation Committee expects base salaries to approximate the 50th percentile of the benchmark community practices. Annually, in February of each year, the Compensation Committee reviews and approves increases as appropriate for the NEOs to ensure their base salaries remain within range of market-representative pay levels. In February 2023, the Compensation Committee approved certain market and performance-based increases to the base salaries of the NEOs.
| Hubbell’s Short-Term Incentive program emphasizes our most critical annual financial metrics, Earnings Per Share and Cash Flow and the performance goals are established at the beginning of the year. |
Hubbell’s Short-Term Incentive (“STI”) program, which provides benefits under our Incentive Compensation Plan, is similar to executive STI award plans that are common at other companies in the general manufacturing environment. Maintaining an STI program that typifies those used elsewhere makes the Company’s program competitive and helps us attract and retain high quality executive talent. Actual STI awards can range in size from 0% to 200% of an NEO’s STI target, and are only paid to the extent the Company achieves the performance goals established by the Compensation Committee at the beginning of each year. These goals are intended to be challenging, and consistent with the Compensation Committee’s view of strong business performance. The Compensation Committee may use its discretion to reduce (but not increase) the actual amount of the STI awards paid. Payouts are delivered in cash, subject to applicable tax withholding.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 40 |
STI targets for the NEOs are intended to approximate the median of the market for comparable positions. STI targets are expressed as a percentage of base salary. If targets are changed during the course of the year, the full year target is pro-rated to reflect pre- and post-change periods. The 2023 target awards for the NEOs as approved by the Compensation Committee are shown below.
| NEO | 2023 STI Target % |
| Gerben W. Bakker | 120% |
| William R. Sperry | 90% |
| Allan J. Connolly | 75% |
| Mark E. Mikes(1) | 67.5% |
| Katherine A. Lane | 75% |
| Gregory A. Gumbs(2) | 37.5% |
| (1) | Mr. Mikes was the President of Hubbell Power Systems, Inc. (“HPS”), a division of the HUS segment from January 1, 2023 through June 30, 2023, and became President of the HES segment on July 1, 2023. Mr. Mikes’ 2023 STI Target % was prorated to reflect pre-and post-change periods. |
| (2) | Mr. Gumbs joined the Company on July 1, 2023 and his 2023 STI Target % was prorated accordingly. |
 | STI DESIGN |
Hubbell’s 2023 STI program for our NEOs is designed to drive performance on our most critical short-term objectives.
| STI METRICS |
The following table explains the metrics and measurements in Hubbell’s 2023 STI design. The applicable performance metrics vary based on whether a NEO leads a business segment or holds an enterprise-wide role.
| Metric | Level Measured | How is it calculated? | Why is it included in the STI Program? | |||
| Adjusted EarningsPer Share (EPS)(1) | Enterprise | Adjusted net income divided by outstanding shares of Common Stock. | Affects TSR most directly and is the most critical measure of growth. | |||
| Free Cash Flow(FCF)(1) | Enterprise | Cash flow from operations less capital expenditures. | Demonstrates management’s ability to generate cash for the business for ongoing operations and future investments. | |||
| Operating Profit(OP) | Business Segment | Segment-level net sales less cost of goods sold and selling and administrative expenses. | The most comprehensive measure of business segment performance; represents the direct impact of the leader on the business. | |||
| Operating Cash Flow(OCF) | Business Segment | Net cash from operating | Demonstrates segment leaders’ ability to manage on-going operations in a positive manner, generating cash for the enterprise. | |||
| Strategic Objectives | Individual | Compensation Committee evaluation of the CEO’s and other NEOs’ individual impact on Hubbell’s strategic objectives (including CEO input regarding the other NEOs). | Strategic objectives prioritize the most critical short-term and long-term actions for the business in order to deliver shareholder value. |
Targets for the above metrics are approved by the Compensation Committee in February of each year.
| (1) | Adjusted earnings per share and free cash flow are non-GAAP financial measures. A reconciliation to the comparable GAAP financial measures can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 41 |
As shown below, the NEOs’ STI awards are calculated differently depending on their respective roles at Hubbell.
Step 1 - Determine the STI Target
Step 2 - Multiply the STI Target by STI Payout Factors
I Mr. Bakker, Mr. Sperry, and Ms. Lane
I Mr. Connolly(1) and Mr. Gumbs(2)
| (1) | Mr. Connolly’s STI award was paid pursuant to his Transition and Separation Agreement. See the “Separation Agreement” section on page 63. |
| (2) | Mr. Gumbs joined the Company on July 1, 2023 and his STI award was prorated accordingly. |
Net Sales
I Mr. Mikes(3)
Net sales for the year ended 2017 were $3.7 billion, an increase of 5 percent over the comparable period of 2016. Acquisitions added two percentage points to net sales in 2017 compared to 2016. Organic volume added three percentage points to net sales in 2017 with consistency of growth across our five primary end markets: Non-residential, Electrical Transmission & Distribution, Industrial, Oil & Gas and Residential. Net sales for the year ended 2016 were $3.5 billion, an increase of three percent over the comparable period of 2015. Acquisitions added three percentage points to net sales in 2016 compared to 2015, offset by the impact of foreign currency translation which reduced net sales by one percentage point. Organic volume, including pricing headwinds, added one percentage point to net sales in 2016 as we saw growth in non-residential and residential markets, continued declines in core industrial and oil markets and flat growth in transmission and distribution markets.
| (3) | Mr. Mikes was the President of Hubbell Power Systems, Inc. (“HPS”), a division of the HUS segment from January 1, 2023 through June 30, 2023 and his STI award for such period was calculated in accordance with such position. Mr. Mikes became the President of the HES segment on July 1, 2023 and his STI award for the July 1, 2023 through December 31, 2023 period was calculated in accordance with such new position. |
Operating Income
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 42 |
Operating incomeA portion of $503.7 millioneach NEO’s 2023 STI award is based on the attainment of Hubbell’s strategic objectives. Strategic objectives are set at the beginning of each year in 2017 increased 5%the categories listed below, which represent the core pillars of Hubbell’s multi-year strategy. At the end of the annual performance period, the Compensation Committee, with input from the comparable periodCEO and senior management, evaluates Hubbell’s performance on these objectives, and assigns a payout factor for this portion (20%) of the NEO’s overall STI payout. Payout factors can range from 0-200%.
 | SERVE OUR CUSTOMERS |  | GROW THE ENTERPRISE |  | OPERATE WITH DISCIPLINE |  | DEVELOP OUR PEOPLE | |||
| We strive to exceed customer expectations by providing exceptional service and implementing processes that make it easy to do business with us. | We continue to grow our organization, both through developing innovative new products and by acquiring complementary businesses. | We implement industry leading processes to ensure a productive, safe and compliant organization, and maximize our footprint for operational efficiency. | We recruit, hire and develop talent that meets and anticipates the ever-changing needs of our enterprise, while fostering an inclusive and diverse workplace. | |||||||
For 2023, adjusted earnings per share(1) was $15.33, which was then adjusted for predetermined discrete items not considered in 2016 and operating margin increased by 10 basis points to 13.7% when compared to 2016. Excludingdetermining the performance versus target, including unspent but planned restructuring and related costs and transaction costs associated with the acquisition of Aclara, adjusted operating income of $534.1 million increased 4% from the comparable period in 2016 and the adjusted operating margin of 14.6% in 2017 was in line with prior year. Price and material cost headwinds were offset by savings from restructuring and related activities,expenses as well as productivitya one-time impact to the financials from changes in excess of cost increases. Operating income of $477.8 million in 2016 increased 1% fromforeign currency exchange rates. These adjustments are pre-approved by the comparable period in 2015, while operating margin declined by 40 basis points to 13.6% when compared to 2015. Excluding restructuringCompensation Committee and related costs, adjusted operating income of $512.8 million was in line withhad no impact on the comparable period in 2015 andoverall payout given the adjusted operating margin was 14.6% in 2016 compared to 15.1% in 2015. Savings from cost actions helped support operating margins and partially offset unfavorable price, foreign exchange, and mix impact of industrial and oil market declines.Company’s overall performance.
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement26The table below shows the enterprise targets and financial payout for 2023 as reviewed and approved by the Compensation Committee.
Earnings Per Diluted Share
Earnings per diluted share of $4.39 in 2017 decreased 16% compared to 2016. Excluding the loss on debt extinguishment, restructuring and related costs, transaction costs associated with the acquisition of Aclara and costs associated with the TCJA, adjusted earnings per diluted share of $5.93 increased 5% in 2017 as compared to 2016 due to higher earnings and the impact of a lower average number of diluted shares outstanding for the year, which declined by approximately 0.6 million as compared to 2016. Earnings per diluted share in 2016 increased 10% compared to 2015. Excluding restructuring and related costs and costs associated with the reclassification of Common Stock, adjusted(1) earnings per diluted share in 2016, increased 3% and reflects a lower average number of diluted shares outstanding for the year, which declined by approximately 2.3 million as compared to 2015.
Free Cash Flow as a % of Net Income
Free cash flow (defined as cash flow from operations less capital expenditures) as a percentage of net income attributable to Hubbell was 123%(2)in 2017 compared to 117% in 2016 and 95% in 2015.
In addition to the performance achievements noted above, during 2017 the Company also:
We believe that our collective focus on furthering the vision of One Hubbell – serving our customers, operating with discipline, growing the enterprise and developing our people – provides the means for the Company to continue to grow profits and deliver attractive returns to our shareholders.
Our Compensation Practices and Decisions
Our compensation decisions for 2017 were directly influenced by the operating results for the year described above and reflect the strong relationship between pay and performance. We use the following objectives to guide our decisions:
Our Compensation Committee has designed our compensation program to fulfill these objectives. Below are highlights of our compensation practices and decisions which exemplify our commitment to sound compensation governance and shareholders’ interests.
| Metric | Target | Performance vs. Target | Payout % | ||||
| Adjusted Earnings Per Share(1) | $11.35 | 136% | 200% | ||||
| Free Cash Flow(1) | $554M | 131% | 200% | ||||
| Blended Payout for Enterprise Level Financial Metrics | 200% |
| (1) | Adjusted |
Mr. Gumbs has led the Utility Solutions Segment since July 1, 2023 and a portion of his STI is based on the Operating Profit and Operating Cash Flow performance of that business segment. Mr. Connolly led the Utility Solutions Segment until his separation from the Company on July 1, 2023. Mr. Connolly’s annual cash incentive award was paid pursuant to his Transition and Separation Agreement. See the “Separation Agreement” section on page 63.
| Metric | Target | Performance vs. Target | Payout % | ||||
| Operating Profit | 129% (% vs. PY) | 133% | 200% | ||||
| Operating Cash Flow | 103% (% of OP) | 125% | 200% | ||||
| Blended Payout for Segment Level Financial Metrics | 200% | ||||||
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 43 |
| Metric | Target | Performance vs. Target | Payout % | ||||
| Operating Profit | 113% (% vs. PY) | 117% | 185% | ||||
| Operating Cash Flow | 100% (% of OP) | 116% | 181% | ||||
| Blended Payout for Segment Level Financial Metrics | 183% |
Mr. Mikes was the President of Hubbell Power Systems, Inc. (“HPS”), a division of the Utility Solutions Segment from January 1, 2023 through June 30, 2023 and his STI award for such period was calculated in accordance with such position. Mr. Mikes has led the Electrical Solutions Segment since July 1, 2023 and his STI award for July 1, 2023 through December 31, 2023 was calculated in accordance with such new position.
| Metric | Target | Performance vs. Target | Payout % | ||||
| Operating Profit | 123% (% vs. PY) | 125% | 200% | ||||
| Operating Cash Flow | 108% (% of OP) | 120% | 199% | ||||
| Blended Payout for Segment Level Financial Metrics | 200% |
At the end of the annual performance period, Hubbell’s performance on the strategic objectives for 2023 was evaluated to determine the payout percentage for this portion of the Short-Term Incentive. Over the course of 2023, the Company made progress against all the strategic objectives as outlined below.
| Strategic Objective | Achievements |
| Serve ourCustomers | • Drove improved customer satisfaction scores and engagement. • Successfully restructured sales organizations to achieve greater vertical market performance. |
| Operate withDiscipline | • Continued focus and execution on supply chain resiliency projects. • Expanded gross margin due to pricing actions and improvements in operational efficiency. |
| Grow theEnterprise | • Completed 3 acquisitions in 2023 (EIG ($60M purchase price), Balestro ($85M purchase price) and Systems Control ($1.1B purchase price)) and entered into sale agreement for the disposition of the residential lighting business ($131M sale price). • Expanded organic growth and strategic innovation projects. |
| Develop ourPeople | • Successfully transitioned two new Segment Presidents into role with the promotion of HPS President Mark Mikes to the President of the HES segment and the appointment of top external talent Gregory Gumbs to the role of President of the HUS segment. • Increased employee engagement and development programs and participation; increased top talent retention rates; held first ever Hubbell-wide inclusion conference. |
To determine the payout of the strategic objective portion of the NEOs’ 2023 Short-Term Incentive, the achievements in each of the four strategic pillars were assessed on a scale of 0 - 200%. The four ratings then averaged with equal weighting to determine a final payout percentage. Based on the strong performance outlined above, the weighted average across all four objectives resulted in a 125% payout for this component.
In addition to leadership on the enterprise-wide objectives as described above, factors considered by the Board and the Compensation Committee in evaluating the CEO’s performance of his 20% strategic portion of his STI award include objectives targeted against Hubbell’s vision to be a valued investment, an inclusive organization, and an exceptional customer partner. In considering Mr. Bakker’s performance in such areas, and in light of the overall assessment of the enterprise as described above, the Compensation Committee approved a 125% payout for Mr. Bakker for the strategic portion of his STI award.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 44 |
The following table shows the STI award earned by each of the NEOs. These amounts also appear in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 53.
| Performance Measures/Results | |||||||||||||||
| Operating | |||||||||||||||
| EPS and | Operating | Profit and | |||||||||||||
| Free | Profit and | Operating | |||||||||||||
| Cash Flow (Enterprise Level) | Operating Cash Flow (Segment Level) | Cash Flow (Business Unit Level) | Strategic Objectives (Individual) | Total Composite Payout |  | STI Target ($) |  | STI Award ($) | |||||||
| Gerben W. Bakker | 200% | — | — | 125% | 185% | 1,320,000 | 2,442,000 | ||||||||
| William R. Sperry | 200% | — | — | 125% | 185% | 648,000 | 1,198,800 | ||||||||
| Allan J. Connolly(1) | 200% | 200% | — | N/A | N/A | 457,500 | N/A | ||||||||
| Mark E. Mikes(2) | 200% | 183% | 200% | 125% | 181% | 405,000 | 733,500 | ||||||||
| Katherine A. Lane | 200% | — | — | 125% | 185% | 397,500 | 735,400 | ||||||||
| Gregory A. Gumbs(3) | 200% | 200% | — | 125% | 185% | 232,500 | 430,100 | ||||||||
| (1) | Mr. Connolly’s STI award was paid pursuant to his Transition and Separation Agreement. See the “Separation Agreement” section on page 63. |
| (2) | Mr. Mikes became the HES segment President on July 1, 2023, prior thereto he was the President of HPS, a Division of the Utility Solutions segment. |
| (3) | Mr. Gumbs joined Hubbell as the HUS segment President July 1, 2023. |
Hubbell maintains a Long-Term Incentive (“LTI”) plan that gives our top talent the opportunity to earn rewards in the form of Company Common Stock pursuant to the Company’s Amended and Restated 2005 Incentive Award Plan (as amended and in effect, the “Equity Plan”). The Equity Plan is designed to:
• Generate growth in the Company’s share price by rewarding activity that enhances enterprise value.
•Ensure long-term rewards are commensurate with performance.
•Help leadership accumulate shares, ensuring greater alignment with shareholders.
• Motivate, retain, and reward the NEOs.
| Design |  |
We believe the design of our LTI program creates a long-term performance-based orientation and encourages executives to remain with the Company.
The value of LTI awards granted to our executives each year is based on several factors, including external benchmarking, the Company’s short- and long-term financial performance, the value of awards granted in prior years, succession considerations, and individual performance.
| Our LTI program includes financial metrics that align with our business strategy. |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 45 |
Our performance share program has evolved in response to our shareholders’ feedback to ensure alignment with our business strategy. The following table outlines the outstanding performance awards granted to our NEOs.
| Grant Date | Performance Period | Program Metrics | Status | See Page(s) | ||||
| Feb. 2023 | 2023 – 2025 | Relative Sales Growth, AdjustedOperating Profit Margin(1), RelativeTotal Shareholder Return | Pending end of performance period | 46-47 | ||||
| Feb. 2022 | 2022 – 2024 | Relative Sales Growth, AdjustedOperating Profit Margin(1), RelativeTotal Shareholder Return | Pending end of performance period | 46-47 | ||||
| Feb. 2021 | 2021 – 2023 | Relative Sales Growth, Operating Profit Margin, Relative Total Shareholder Return | Performance period complete | 47-49 |
| (1) | Adjusted operating profit margin is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, |
HUBBELL INCORPORATED -2018 Annual MeetingIn all cases, the actual number of Shareholders & Proxy Statement27performance shares earned by an NEO will be determined at the end of the three-year period based on Company performance as measured by the performance metrics and targets set out at the time of the grant, all of which are described in the following pages.
For all relative measures in the Performance Share Program, Hubbell uses the S&P Capital Goods 900 Index, which is a compilation of the S&P 400 and S&P 500 Capital Goods indices and not a published index. The Compensation Governance SnapshotCommittee chose this group as it is a more direct comparison to Hubbell’s business and size than any other index.
Performance Share Grants made in February 2023 and February 2022 were based on three equally weighted metrics: Relative Sales Growth, Adjusted Operating Profit Margin(1), and Relative Total Shareholder Return (TSR). In 2022, the Compensation Committee decided to change the operating profit margin metric that had been previously used in 2021 to Adjusted Operating Profit Margin(1) to make Hubbell’s incentive plans more consistent and to tie incentive targets to the underlying performance of the business. The table below details the metrics and calculation methodology, and explains why each metric is important to the business.
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Recent Compensation Decisions
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement28
Our Shareholders’ Feedback
Say on Pay / Say When on Pay
As described in this CD&A, we believe that our executive compensation program is designed both appropriately and effectively to achieve its overall objectives. At the Company’s 2014 and 2017 Annual Meeting of Shareholders, 98% of the votes cast on our say on pay proposal were voted in favor of the Company’s executive compensation program. We believe these strong results indicate that our shareholders are generally supportive of our compensation approach. Accordingly, the Compensation Committee has chosen largely to maintain the structure and components of the executive compensation program, while continually evaluating its effectiveness in meeting the Company’s compensation objectives.
Previously, the Company sought an advisory vote on executive compensation from its shareholders every three years. At the 2017 Annual Meeting, 89% of the votes cast by our shareholders on our say on pay proposal were voted in favor of holding an annual say on pay vote. Consistent with the Board of Director’s recommendation and the preferences expressed by our shareholders, we have determined that our shareholders should vote on the compensation of our named executive officers every year, commencing with the 2018 Annual Meeting.
Although the annual say on pay vote is non-binding, the Compensation Committee values the opinions of shareholders and will continue to consider the outcome of the vote when making future compensation decisions.
HUBBELL INCORPORATED - 2018 Annual Meeting of Shareholders & Proxy Statement29
The Company’s pay for performance compensation philosophy is intended to reward our executives for their contributions toward achievement of the Company’s business strategy and goals. To achieve our compensation objectives, the Company provides its executives with a total direct compensation package consisting of the following fixed and variable compensation elements that provide executives with income that is reflective of competitive benchmarks and enhances the Company’s ability to attract and retain high quality management talent.
| Drives growth initiatives, including organic growth, new product development, innovation, and acquisition performance. | ||||||
| Adjusted OperatingProfit Margin(1) | 33% | Adjusted operating income divided by net sales, as compared to a target set at the beginning of the performance period. | Focuses NEOs on margin expansion and productivity while they execute operational objectives including footprint optimization and product rationalization. | |||
| Relative TSR | 33% | Total Shareholder Return (average of the last 20 trading days of the preceding performance period compared to the average of the last 20 trading days of the performance period, with dividends reinvested as shares), as compared to the companies that make up the S&P Capital Goods 900 Index. | Provides balance between internal and external performance and ensures alignment with shareholder value creation. |
| (1) | Adjusted operating profit margin is |
The table below sets out each metric at the enterprise level, the respective goals for the three-year period, and the payout percentage of performance shares that would be earned at each specified level of performance. Internally, we communicate to our executives the quartile performance of our peers and Hubbell for each metric and focus our executives on achieving top or 2nd quartile performance, while looking to avoid 3rd or 4th quartile performance. As part of the 2023 and 2022 LTI design, relative scales align explicitly with this approach.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 46 |
| RELATIVE SALES GROWTH | |||
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HUBBELL INCORPORATED - 2018 Annual Meeting of Shareholders & Proxy Statement 30
The Role of the Compensation Committee and Compensation Consultant
The Compensation Committee determines the Company’s compensation philosophy and approves each element of executive compensation. The Compensation Committee may delegate any of its responsibilities to one or more subcommittees as it deems appropriate and in its sole discretion and to the extent permitted by applicable law. The Compensation Committee relies on advice and data provided by Exequity, an independent outside compensation consultant engaged by the Committee to assist in its determination of the appropriate amount of total direct compensation for the NEOs. Exequity does not advise the management of the Company and receives no compensation from the Company for services other than as directed by the Compensation Committee and the NCGC for which it provides guidance on independent Director compensation. See the “Compensation of Directors” section on page 17.
The Compensation Committee discusses its compensation philosophy with Exequity, but otherwise does not impose any specific limitations or constraints on or direct the manner in which Exequity performs its advisory services. As advisor to the Compensation Committee, Exequity reviews the total compensation strategy and pay levels for the Company’s NEOs, examines all aspects of the Company’s executive compensation programs to ensure their ongoing support of the Company’s business strategy, informs the Compensation Committee of developing legal and regulatory considerations affecting executive compensation and benefit programs and provides general advice to the Compensation Committee with respect to all compensation decisions pertaining to the CEO and to all senior executive compensation recommendations submitted by management.
Although the Compensation Committee considers recommendations made by the CEO with respect to executive compensation, the Compensation Committee is solely responsible for determining all executive compensation decisions.
The Committee has assessed the independence of Exequity and concluded that no conflict of interest currently exists or existed in 2017 that would prevent Exequity from providing independent advice to the Committee regarding executive compensation matters. In making this determination, the Committee considered, among other things, the following factors: (1) Exequity did not provide any non-compensation-related services (and did not receive any fees for any non-compensation-related services); (2) Exequity’s conflict of interest policies; (3) there are no other business or personal relationships between Company management or members of the Committee and any representatives of Exequity who provide services to the Company; and (4) neither Exequity nor any representatives of Exequity who provide services to the Company own any Common Stock or other securities of the Company.
The Compensation Committee benchmarks each element of executive total compensation to the median compensation levels paid to executives in comparable positions in similar industries. The Compensation Committee reviewed benchmark data from two sources – the Peer Group and the general industry as described below. For setting cash compensation for 2017, set prior to the start of 2017, the Committee reviewed 2016 benchmarking data. For setting long-term incentive pay, delivered in December of 2017, the committee used 2017 benchmarking data.
Peer Group Data
The Compensation Committee benchmarks Hubbell’s executive pay practices to a group of organizations (the “Peer Group”) that are similar to the Company in size, industry affiliation and performance compatibility and that are representative of the types of companies with which Hubbell competes for executive talent. When setting 2017 pay for Hubbell’s executives, the Compensation Committee considered the remuneration practices within the community of 25 Peer Group companies listed below.
| > 75th percentile | |||
| Target | 50th percentile | 100% | |
| Threshold | 25th percentile | 50% | |
| No Payout | < 25th percentile | 0% |
Peer Group data is sourced from a mix of proxy statements, Form S-4 filings and the Aon Hewitt 2017 Total Compensation Database™.
| ADJUSTED OPERATING PROFIT MARGIN(2) | |||
| 2023-2025 Target(1) | 2022-2024 Target(1) | Payout | |
| Max | 18.75% | 17.00% | 200% |
| Target | 17.00% | 15.25% | 100% |
| Threshold | 15.25% | 13.50% | 50% |
| No Payout | < 15.25% | < 13.50% | 0% |
| Target(1) | Payout | ||
| Max | >75th percentile | 200% | |
| Target | 50th percentile | 100% | |
| Threshold | 25th percentile | 50% | |
| No Payout | < 25th percentile | 0% | |
| If the Company’s performance for any of the performance metrics falls between the percentages listed on the table, the percentage performance shares earned will be determined by linear interpolation. | ||
| (2) | Adjusted operating profit margin is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual |
General Industry Data
The Compensation Committee also benchmarked pay for Hubbell executives to general industry practices as a secondary reference for most positions and a primary benchmark for those jobs with an insufficient number of matchesPerformance share grants made in the Peer Group. The general industry data reflects the norms among all the companies that participate in Aon Hewitt’s 2016 and 2017 Total Compensation Database, excluding companies that operate within the financial services, retail, utility, hospital and hospitality sectors.
Peer Group and general industry data are size-adjusted to reflect pay practices at companies of Hubbell’s size. In its review of the benchmark communities, the Compensation Committee focused on 50th percentile practices. The 2016 benchmarking analysis determined that aggregate target total compensation expenditures for the Company’s executives trailed behind the 50th percentile of the Peer Group, which is the Company’s stated compensation principle.
The Compensation Committee reviews a number of factors when establishing 2017 target total compensation for executives including, but not limited to, market data, tenure in position, experience, performance and internal pay equity. In addition to reviewing the compensation levels of the benchmark groups, the Compensation Committee also reviews tally sheets totaling 2017 compensation for each of the NEOs. These tally sheets identify and value each element of the NEO’s compensation, including base salary, short-term and long-term incentive awards, pension benefits, deferred compensation, perquisites, potential change in control and severance benefits and provide an aggregate sum for each executive. This analysis aids the Compensation Committee’s assessment and administration of the Company’s compensation program.
Consistent with our philosophy of linking pay to performance, a significant portion of the total compensation paid to the NEOs is performance-based, taking the form of short-term and long-term incentive award opportunities. As shown in the charts below, the Company’s 2017 target compensation mix is consistent with our Peer Group’s practices:
Base salary is the principal fixed component of total direct compensation paid to the NEOs. Salaries are determined by reference to prevailing market pay rates, scope of job responsibility and incumbent performance considerations. The Company intends its base salary expenditures to be consistent with those incurred by similarly positioned companies elsewhere, so the Compensation Committee expects base salaries to approximate the 50th percentile of the benchmark community practices. In December 2016, the Compensation Committee approved increases for the NEOs that ensured their base salaries remain close to market-representative pay levels effective in 2017.
Short-Term Incentive Compensation
Annual short-term incentive awards are also targeted at the 50th percentile of the benchmark community practices. Short-term incentive awards are paid pursuant to the Company’s Incentive Compensation Plan (“Incentive Plan”) and Senior Executive Incentive Compensation Plan (“Senior Plan”) (collectively, “STI Plans”). Short-term incentive award target levels (“STI Targets”) for the NEOs reflect consideration of the market data while short-term incentive awards actually paid for the year reflect achievement of financial and strategic plan goals approved by the Compensation Committee, including factors like free and operating cash flow, earnings per diluted share (“EPS”) and operating profit performance. STI TargetsFebruary 2021 are based on a percentage of 2017 base salaries and payable from the compensation plans noted in the table and discussed below:
| Name | STI Target Percentage | Base Salary | STI Target | Compensation Plan | ||||||||||
| D. G. Nord | 115 | % | $ | 1,030,000 | $ | 1,184,500 | Senior Plan | |||||||
| W. R. Sperry | 80 | % | $ | 550,000 | $ | 440,000 | Senior Plan | |||||||
| R. R. Ruland | 70 | % | $ | 460,000 | $ | 322,000 | Senior Plan | |||||||
| A. Hsieh | 70 | % | $ | 465,000 | $ | 325,500 | Senior Plan | |||||||
| G. W. Bakker | 70 | % | $ | 470,000 | $ | 329,000 | Senior Plan | |||||||
Incentive Compensation Plan
The Incentive Compensation Plan is similar to the design of executive short-term incentive award plans thatthree equally weighted metrics, which are common at other companies in the general manufacturing environment. Maintaining a short-term incentive award plan that typifies those used elsewhere enhances the appeal of the Company’s compensation program generally and strengthens the Company’s ability to attract and retain high quality executive talent.
The Incentive Compensation Plan authorizes the creation of an incentive compensation pool each year equal to 15% of the excess of the Company’s consolidated earnings over 10% of the invested capital and long-term debt as of the beginning of the year. Actual short-term incentive awards are paid from the authorized pool based on the extent to which the Company achieves certain performance goals established by the Compensation Committee at the beginning of each year. Depending on performance in relation to the goals, earned awards can range in size from 0% to 200% of the NEO’s STI Target. However, if performance falls below a minimally acceptable threshold, as described below, then no short-term incentive award is payable at all. The 2017 performance goals and thresholds are described below under section entitled “2017 Performance Measures”.
Senior Plan
For compensation accrued prior to January 1, 2018, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), imposed a $1 million limit on the amount that a public company may deduct for compensation paid to its CEO and its four other most highly paid executives, other than the CFO, who were employed as of the end of the fiscal year. This limitation did not apply to compensation that met the requirements under Section 162(m) for “qualifying performance based” compensation. Short-term incentive awards paid under the Company’s Senior Plan are intended to be exempt from the deduction limit of Code Section 162(m) prior to its amendment. Like many other public companies that utilize similar plans, the Senior Plan is intended to provide the Company with the ability to pay performance based compensation to senior executives that are deductible by the Company for federal income tax purposes to the extent permitted by the Code.
The maximum amounts that may be paid to participants pursuant to the Senior Plan are determined by reference to the incentive compensation fund established under the Company’s Incentive Compensation Plan described in the prior section above.
Under the Senior Plan, the maximum amounts that may be earned are as follows:
Mr. Nord was eligible to earn a maximum amount for 2017 equal to the lesser of:
Mr. Sperry, Mr. Ruland, Mr. Hsieh and Mr. Bakker were each eligible to earn a maximum amount for 2017 equal to the lesser of:
After the maximum possible payout under the Senior Plan is determined, the Compensation Committee may use its discretion to decrease (but not increase) the actual amount of the short-term incentive award paid under the Senior Plan. In exercising this discretion, the Compensation Committee decided to apply the same methodology used in determining payments under the Incentive Compensation Plan described in the prior section above to the participants in the Senior Plan.
The amounts actually awarded to the NEOs are displayed in the Summary Compensation Table on page 42 based upon the performance results shown in the tables on page 35.
2017 Performance Measures
This section reflects the applicable short-term incentive award measures, weighting and thresholds applied to participants in the Incentive Compensation Plan and the Senior Plan:
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement 33
Enterprise Level Measures
For 2017, the Compensation Committee identified EPS and free cash flow (defined as cash flow from operations less capital expenditures) at the Company level as the two primary performance measures it would use to determine short-term incentive award eligibility for Mr. Nord, Mr. Sperry and Mr. Hsieh. EPS was selected because it was deemed by the Committee to affect shareholder value most directly and to be an important variable in determining share price. Free cash flow was selected because it is an important determinant in Company performance. The 2017 short-term incentive award for Mr. Nord was based solely on these two measures while the award measures for Mr. Sperry and Mr. Hsieh also included a strategic objective component as discussed below.
| Enterprise Level Measures | ||||
| Measures | Threshold | Mr. Sperry and Mr. Hsieh Weighting | Mr. Nord Weighting | |
| EPS (75% weight) | Minimum | $5.13 = 50% | 80% | 100% |
| Target | $5.70 = 100% | |||
| Maximum | $6.27 = 200% | |||
| Free Cash Flow (25% weight) | Minimum | 254 = 50% | ||
| Target | 317 = 100% | |||
| Maximum | 381 = 200% | |||
| Strategic Objectives | As described below | 20% | — | |
Business Level Measures
Hubbell’s businesses are divided among two operating segments: the Electrical segment (which is comprised of the Commercial & Industrial, Construction & Energy and Lighting business groups) and the Power segment (which is comprised of our Power Systems business group). The Compensation Committee selected operating profit and operating cash flow as the two primary performance measures it would use to determine short-term incentive award eligibility for Mr. Bakker and Mr. Ruland to promote decision making that would best increase the value of the businesses over which they have direct oversight and control. In addition to these measures, a portion of Mr. Bakker’s and Mr. Ruland’s award also included a strategic objective component as discussed below.
Strategic Objective Measures
The EPS, cash flow and operating profit targets were the only targets material to the consideration of the NEO’s annual short-term incentive awards. The Compensation Committee, upon consultation with management, also identified certain objectives central to the Company’s strategy upon which it based a component of Mr. Sperry’s, Mr. Hsieh’s, Mr. Bakker’s and Mr. Ruland’s short-term incentive award. No single strategic objective was a material consideration in the Committee’s determination of an annual short-term incentive award. Specific targets within each strategic objective are set each year. At the end of the annual performance period, the Compensation Committee evaluates each NEO based on their contributions to the specific targets, as well as the strategic objectives as a whole. The specific targets for 2017 are outlinedexplained in the table below.
| Weight | How is it calculated? | Why is it included in the LTI Program? | ||||
For Mr. Nord, the Compensation Committee continued to base his short-term incentive award eligibility entirely on EPS and free cash flow performance measures at the Company level as the Committee considered such measures to best reflect his responsibility to the Company as a whole. Further, the Committee recognized that achievement of the strategic objectives by the other NEOs would directly and indirectly impact the Company-wide performance measures used to determine Mr. Nord’s short-term incentive award.
Mr. Sperry’s, Mr. Ruland’s, Mr. Hsieh’s and Mr. Bakker’s individual performance with respect to these strategic objectives is set forth in the Short-Term Incentive Payout table on page 35.
HUBBELL INCORPORATED- 2018 Annual Meeting of Shareholders & Proxy Statement34
Performance Results and Payout
Enterprise Level Measures
For 2017, actual EPS was $4.39 and free cash flow was $299 million which the Compensation Committee then adjusted for predetermined discrete items not considered in determining the threshold including foreign currency translation, acquisition related costs and impacts of the TCJA, resulting in EPS and free cash flow performance of 117% and 77%, respectively.
| Enterprise | EPS | Free Cash Flow | Composite Payout |
| 75% weight | 25% weight | ||
| Actual Performance | 117% | 77% | 107% |
| Weighted Performance | 88% | 19% |
Business Level Measures
Construction and Energy
Mr. Ruland leads the Construction and Energy (“C & E”) business group and therefore is measured on the performance of this business group. This business group had an operating profit performance target of 6% greater than the prior year and an operating cash flow target equivalent to 116% of operating profit. The C & E business group achieved operating profit performance that was 1% above target which translated to a performance result of 104% on the operating profit measure. The C & E business group also achieved operating cash flow performance of 97% of target. This performance translated to a performance result of 94% on the operating cash flow measure. When blended together, the composite measure resulted in a payout of 101% as shown below.
| Construction and Energy | Operating Profit | Operating Cash Flow | Composite Payout |
| 75% weight | 25% weight | ||
| Actual Performance | 104% | 94% | 101% |
| Weighted Performance | 78% | 23% |
Power Systems
Mr. Bakker leads the Power Systems business group and therefore is measured on the performance of this business group. The business group had an operating profit performance target of 3% above the prior year and an operating cash flow target equivalent to 116% of operating profit. The business achieved operating profit performance that was 7% above target which translated to a performance result of 136% on the operating profit measure. The Power systems business group achieved operating cash flow performance of 95% of target. This performance translated to a performance result of 86% on the operating cash flow measure. When blended together, the composite measure resulted in a payout of 124% as shown below.
| Power Systems | Operating Profit | Operating Cash Flow | Composite Payout |
| 75% weight | 25% weight | ||
| Actual Performance | 136% | 86% | 124% |
| Weighted Performance | 102% | 22% |
Short-Term Incentive Payout
The following table shows the short-term incentive award earned by each of the NEOs applying the composite payout percentages achieved on their individual performance measures to each of their STI Targets. Additionally, the Compensation Committee agreed with Mr. Nord’s recommendation to reduce his 2017 short-term incentive award payout percentage to the level of the lowest payout of the corporate NEOs. The resulting payout percentage for Mr. Nord is 103%. This decision highlights the importance of the 2017 strategic objectives by the other NEOs on Mr. Nord’s 2017 short-term incentive award. Their 2017 STI Award is reflected below and in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 42.
| Performance Measures / Results | ||||||||||||
| EPS and Free Cash Flow | Operating Profit and Operating Cash Flow | Strategic Objectives | Total Composite | x | STI Target | = | STI Award | |||||
| (Enterprise Level) | (Business Level) | (Individual) | Payout | ($) | ($) | |||||||
| Mr. Nord | 107% | — | — | 103% | 1,184,500 | 1,220,000 | ||||||
| Mr. Sperry | 107% | — | 88 | % | 103% | 440,000 | 453,200 | |||||
| Mr. Ruland | 107% | 101 | % | 88 | % | 100% | 322,000 | 322,000 | ||||
| Mr. Hsieh | 107% | — | 94 | % | 104% | 325,500 | 338,500 | |||||
| Mr. Bakker | 107% | 124 | % | 100 | % | 116% | 329,000 | 381,600 | ||||
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement 35
Long-Term Incentive Compensation
The Company matches long-term incentive compensation practices in the general manufacturing sector by extending to its executives the opportunity to earn rewards in the form of Common Stock pursuant to the Company’s Amended and Restated 2005 Incentive Award Plan (“Equity Plan”). The objectives of the long-term incentive compensation program are to:
The value of long-term incentive awards granted to executives each year is based on several factors, including external practices, the Company’s financial performance in the short-term and long-term, the value of awards granted in prior years, succession considerations and individual performance. The design of the long-term incentive award program reflects a strong performance-based orientation as demonstrated by the following:
As a result of these decisions, the mix of long-term incentive awards the NEOs are eligible to earn is 40% performance shares, 20% PBRS and 40% SARs. The Compensation Committee deems this blend of awards to:
Long-term incentive grants are usually made once a year after the Compensation Committee has assessed the Company’s performance for such year. Historically, such grants have been made at the Compensation Committee’s regularly scheduled meeting held in early December, with limited exceptions related to newly appointed or promoted executives.
Performance Share Awards
2015, 2016 and 2017 Grants
Performance share awards were granted to the NEOs in 2015, 2016 and 2017 providing the ability to earn shares of the Company’s Common Stock upon satisfaction of pre-established performance measures within a stated period of time. The table below summarizes the key terms of the performance share award:
| Performance Measures | Weight | Index | Performance Range | Payout |
| Total Shareholder Return (TSR) | 50% | S&P Capital Goods 900 | > 80th percentile of Index | 200% |
| At 50th percentile of Index | 100% | |||
| Relative Sales Growth(1) | 50% | At 35th percentile of Index | 50% | |
| < 35th percentile of Index | 0% |
| Relative SalesGrowth | 34% | Hubbell’s compounded annual growth | Drives growth initiatives, including organic growth, new product development, innovation, and acquisition performance. | |||||
| Operating ProfitMargin | 33% | Operating income divided by net | Focuses NEOs on improving pricing, productivity, and costs while they execute operational objectives including footprint optimization and product rationalization. | |||||
| Relative TSR | 33% | Total Shareholder Return (average of the last 20 trading days of the preceding performance period | Provides balance between internal and external performance and ensures alignment with shareholder value creation. |
| Margin Target | Payout | ||
| Net Income Margin Modifier | 10.0% | 125% | |
| 9.0% | 100% | ||
| 8.0% | 75% | ||
| <8.0% | 0% |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 47 |
The numbertable below sets out each metric at the enterprise level, the respective goals for the three-year period, and the payout percentage of performance shares eligible tothat would be earned under this grant is based equally on the Company’s relative TSR and Sales Growth performance compared to other companies in the Standard & Poor’s Capital Goods 900 Index (“S&P 900 Index”) measured over a three year period. After a detailed review, the Company determined that the S&P 900 Index provides a higherat each specified level of comparability to Hubbell than any other index. Specifically, the S&P 900 Index performs most similarly to Hubbell in terms of stock price movement and volatility thereby dampening the effect of macroeconomic factors that play a lesser role in determining relative performance.
| RELATIVE SALES GROWTH | ||||
| Target(1) | Payout | |||
| Max | > 75th percentile | 200% | ||
| Target | 50th percentile | 100% | ||
| Threshold | 25th percentile | 50% | ||
| No Payout | < 25th percentile | 0% | ||
| OPERATING PROFIT MARGIN | ||||
| Target(1) | Payout | |||
| Max | 15.5% | 200% | ||
| Target | 14.5% | 100% | ||
| Threshold | 13% | 50% | ||
| No Payout | < 13% | 0% | ||
| RELATIVE TSR | ||||
| Target(1) | Payout | |||
| Max | >75th percentile | 200% | ||
| Target | 50th percentile | 100% | ||
| Threshold | 25th percentile | 50% | ||
| No Payout | < 25th percentile | 0% | ||
| (1) | If the Company’s performance for any of the performance metrics falls between the percentages listed on the table, the percentage performance shares earned will be determined by linear interpolation. |
The level of TSR and Sales Growth performance within the ranges set forth above corresponds with the payout percentages noted and are rounded to the nearest percentage. The final award earned reflects a percentage of the target award granted. Each performance measure is subject to a minimum vesting threshold such that no shares will be paid on a given measure if the Company’s TSR and/or Sales Growth over the three-year performance period falls below the 35th percentile of the applicable index. The performance shares therefore provide pay only in the event of performance thereby linking the NEO’s incentives to shareholder interests and returns.
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement 36
2014 Grant
TSR
Performance shares were granted on December 2, 2014, having a performance period of January 1, 2015 to December 31, 2017, and were paid out in February 2018 based upon the Company’s TSR achievements as shown in the following table:
At the end of the performance period, the Company achieved TSR performance at the 37% percentile of the Index resulting in a 64% payout thereby earning the named executive officers the following shares of Common Stock: Mr. Nord – 5,276, Mr. Sperry – 1,388, Mr. Ruland – 346, Mr. Hsieh – 999 and Mr. Bakker – 902.
Sales Growth / Net Income Modifier
Performance shares were granted on December 2, 2014 and had a performance period of January 1, 2015 to December 31, 2017. In previous years, performance share awards were solely based on the Company’s TSR, and as a result, we historically disclosed the number of shares awarded in settlement of such performance share award grants and the value realized for the applicable three-yearLTI performance period. However, in 2014, we added the Relative Sales Growth measure to our performance share awards; the calculation of this measure is dependent upon public availability of financial results from our peer companies. Due to the timing of the availability of this information, the Compensation Committee cannot determine the level of achievement of the performance criteria until a sufficient number of S&P 900 Index companies report their earnings for the year ended December 31, 2017. As a result, the actual payout results for the 2015-2017 performance share award grants based on Relative Sales Growth will not be determined until March 2018 and such payouts will not be approved by the Compensation Committee until April 2018 after the filing of this Proxy Statement. Therefore, we will report the Relative Sales Growth based performance share award payouts for the 2015-2017 performance period in a Form 8-K filed by the Company subsequent to the date of this Proxy Statement.
The following table describes the results available as of March 15, 2018, including consensus estimates for sales growth for the peer group. Shareholders are cautioned, however, that the information that follows is preliminary in nature, is subject to change based on the actual reported results of the S&P 900 Index companies and has not been approved by the Compensation Committee.
| Performance Measures | Projected Performance | Projected Payout |
| Relative Sales Growth | 71stPercentile | 170% |
| Net Income Margin Modifier | 8.5% | 87.5% |
| ESTIMATED PAYOUT | 149% |
Based on this estimate, the NEOs will receive the following shares of Common Stock: Mr. Nord – 12,285, Mr. Sperry – 3,233, Mr. Ruland – 807, Mr. Hsieh – 2,327 and Mr. Bakker – 2,100. The actual payout of the performance share awards based on Relative Sales Growth granted in 2014 will subsequently be approved by the Compensation Committee and be fully disclosed in a Form 8-K filed by the Company subsequent to the date of this Proxy Statement.
Performance-Based Restricted Stock Awards
PBRS provides executives with the opportunity to earn shares of the Company’s Common Stock upon satisfaction of certain pre-established performance measures. PBRS awards replaced the time-based vested restricted stock awards that had been granted to the NEOs in prior years.
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement 37
2015, 2016 and 2017 Grants
PBRS awards were granted to the NEOs in 2015, 2016 and 2017 and will be earned if the Company’s relative TSR performance over a three year period ending December 31, 2018, December 31, 2019 and December 31, 2020, respectively, exceeds the 20th percentile as compared to the TSR of other companies in the S&P 900 Index. In the event the Company fails to meet the performance threshold the executive will forfeit the entire PBRS award. As such, PBRS awards link the NEO’s incentives to long-term shareholder interests. See the section entitled “Equity Award Plan Vesting Provisions” on page 45 for further information on the terms of these awards.
2014 Grant
The PBRS grant made in 2014 could be earned after a three year vesting period, as long asFebruary 2021 ended on December 31, 2023. The table below shows Hubbell’s actual performance with respect to each metric, and the Company’s TSR performance is greater than the 20th percentile of other S&P 900 Index companies. In the event the Company fails to meet the performance thresholdassociated payouts.
| Metric | Weight | Target for 100% Payout | Actual Performance | Payout |
| Projected Relative Sales Growth(1) | 34% | 50th percentile | 74th percentile | 196% |
| OP Margin | 33% | 14.5% | 19.3% | 200% |
| Relative TSR | 33% | 50th percentile | 112.3% | 200% |
| 199% |
| (1) | The calculation of the relative sales growth measure is dependent upon public availability of financial results from our peer companies. The Compensation Committee cannot determine the level of achievement of the performance criteria until a sufficient number of S&P Capital Goods 900 Index companies report their earnings for the year ended December 31, 2023. As a result, the actual payout results for the 2021-2023 performance share award grants based on Relative Sales Growth will not be determined until April 2024 and such payouts will not be approved by the Compensation Committee until after the filing of this Proxy Statement. The above projections reflect the results available as of March 25, 2024, including consensus estimates for sales growth for the Peer Group. Shareholders are cautioned that this information is preliminary, is subject to change based on the actual reported results of the S&P Capital Goods 900 Index companies and has not been approved by the Compensation Committee. |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 48 |
| NEO | Target Shares (February 2021) | Final Shares (February 2024) |
| Gerben W. Bakker | 12,563 | 24,958 |
| William R. Sperry | 5,360 | 10,648 |
| Allan J. Connolly | — | — |
| Mark E. Mikes | 1,148 | 2,280 |
| Katherine A. Lane | 2,450 | 4,867 |
| Gregory A. Gumbs | — | — |
SARs
A SAR that vests gives the holder the right to receive once vested, the value in shares of the Company’s Common Stock equal to the positive difference between the base price of the SAR and the market value of a share of Common Stock upon exercise.when the SAR is exercised. Generally, SARs vest in three equal installments on each of the first three anniversaries of the grant date. The base price pursuant to which the value of the SARs granted in 2017 is measureda SAR is the mean between the high and low trading prices of the Company’s Common Stock as reported on the NYSE on the trading day immediately preceding the date of grant (i.e. December 5, 2017 — $127.51). For futurefor the February 7, 2023 grants, the baseFebruary 6, 2023 price will equal the mean between the high and low trading prices of our Common Stock as reported on the NYSE on the trading day immediately preceding the date of grant.$241.17). The Company usescalculates the mean between the high and low trading prices on the date immediately before the datevalue of grant and not the closing price of its stock on the date of granta vested SAR this way for two reasons: First,(i) using the trading pricesprice from the day before the grant enables the Compensation Committee to know the exact grant price and therefore the exact value of each grant before it is made. Second,made; and (ii) because of the relatively low volume at which the Company’s stock trades, it suggests that the mean represents a more accurate picture of the fair market value of the stock than does the closing price. For purposes of determining individual award levels, the number of shares subject to each SAR is formulated on the basis of a modified Black-Scholes calculation. See the section entitled “Equity Award Plan Vesting Provisions”Provisions-Grant Terms” on page 4556 for additional information on the terms of this award.SAR awards.
Time-BasedTime Based Restricted Stock
RestrictedTime based restricted stock provides incentives for executives to remain employed by the Company and to create and maintain value for shareholders sinceshareholders; restricted shares do not vest unless the executive is still employed by the Company, and the value of a restricted shareshares depends on the executive’s continued employment and the valueprice of the Company’s stock on the vesting date. Restricted sharestock awards are granted in shares of the Company’s Common Stock and generally vest in three equal installments on the three-year anniversary of the grant date. No time-based restricted stock awards were granted to the NEOs in 2017, but may remain outstanding from prior grants.
Other Compensation Policies and Benefit Programs
Stock Ownership and Retention Policy
| Each NEO currently satisfies Hubbell’s stock ownership policy requirements. |
The Company has a Stock Ownership and Retention Policy which(the “Stock Ownership Policy”) that is applicable to the NEOs, as well asthe other officers and designated employees. The policy requires such covered employees, consistent with their responsibilities to the shareholders of the Company, to hold a significant equity interest insenior level employees and the Company.Directors. The terms and conditions of the policyStock Ownership Policy are routinely examinedannually reviewed by the Compensation Committee and Exequity to ensure consistency with current market practices and external benchmarks and alignment between the interests of the employees covered by the policyemployees and the interests of the Company’s shareholders. The policy provides:
Accordingly, the policy expectsThe Stock Ownership Policy requires covered employees to attain a minimum share ownership level equal to their base salary times a certain multiplier, as indicated in the below table. All
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 49 |
The Stock Ownership Policy provides:
| • | A covered employee who has not yet satisfied the applicable ownership minimum must retain 100% of the net shares acquired pursuant to the exercise of a SAR and all other shares that person directly or indirectly acquires. | |
| • | Once the minimum share ownership level is satisfied, a covered employee is expected to continue to satisfy the requirement for as long as they are subject to the Policy. | |
| • | Shares that count toward the minimum share ownership requirement include shares held directly and indirectly by the covered employee, including restricted stock granted under the Equity Plan, and in-the-money vested (but unexercised) SARs. Shares underlying unearned performance shares are not counted. | |
| • | Covered employees have approximately five years from the earliest date they become subject to the Stock Ownership Policy to achieve their minimum ownership requirement. Covered employees who are promoted to positions with a higher minimum ownership requirement similarly have five years to increase their holdings to satisfy the new requirement. |
As of December 31, 2023, all NEOs (other than Mr. Connolly, who retired from Hubbell on July 1, 2023 and is no longer subject to such Policy) are in compliance with the Stock Ownership Policy. The Stock Ownership Policy can be viewed on the Company’s website at www.hubbell.com. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and Retention Policy.such information is not a part of this Proxy Statement.
Compensation Recovery Policy
The Company hasHubbell recently adopted a new Compensation Recovery Policy, which providesbecame effective December 1, 2023. Pursuant to the policy, if Hubbell is required to prepare an accounting restatement of its financial statements due to Hubbell’s material noncompliance with any financial reporting requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Compensation Committee will promptly recover any erroneously awarded incentive-based compensation received by any covered executive officer (including the NEOs) during the three completed fiscal years immediately preceding the date on which Hubbell is required to prepare such an accounting restatement. Covered executive including the NEOs, whoofficers include both current and former executive officers. Incentive-based compensation includes any compensation that is determined to have engaged in fraudgranted, earned or other gross misconduct which contributed in wholevested based wholly or in part on the attainment of a financial reporting measure such as a stock price goal or total shareholder return. The amount required to abe recovered in the event of an accounting restatement will equal the amount of incentive-based compensation received by the Company’s financial results, may be subjectcovered executive officer that exceeds the amount of such compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any one or more of the following disciplinary actions:taxes paid.
All actions taken under this policy will be determined by the Board of Directors in its sole discretion upon consultation with the Audit Committee and the NCGC.Compensation Committee.
Our officers, Directors, and certain employees designated by Hubbell’s Senior Vice President, General Counsel and Secretary who may have access to material, non-public information about Hubbell and its financial condition, as well as anyone sharing a household with a restricted person and any entities directly or indirectly controlled by a restricted person, are prohibited from (i) engaging in hedging, monetization transactions or similar arrangements involving our stock, including short sales, margin transactions, put or call options, and derivatives such as swaps, forwards, and futures transactions; (ii) pledging our stock as collateral for a loan, credit, stop loss, or any other limit orders placed with a broker, except pursuant to an approved 10b5-1 plan; and (iii) purchasing our stock on margin or holding our securities in a margin account.
NEOs also receive employeehealth and welfare and retirement benefits that are generally available to all employees, as well aswhich include cafeteria-style plans that provide medical, dental, prescription, life, and disability insurance and the option to purchase other voluntary benefits. The NEOs also receive certain additional retirement benefits, limited perquisites (as detailed on page 51), severance, and change in control protections. These additional benefits are similar to the types and amounts available to other senior executives of other manufacturing companies as demonstrated in the benchmark data. After consideringThe following outlines the declining prevalence of traditional pensionbenefit plans inavailable to the marketplace and the importance of offering consistent, sustainable retirement benefits to all employees, in 2016 the Compensation Committee determined to freeze the Company’s tax-qualified defined benefit plan (“DB Plan”) and non-qualified defined benefit pension plans and add a safe harbor non-elective contribution to its tax-qualified defined contribution plan (“DC Plan”).NEOs. The impactpurpose of these decisionsplans is, discussed below.as applicable, to provide retirement planning tools that help the Company attract and retain senior management.
HUBBELL INCORPORATED|2024 PROXY STATEMENT 50 Retirement Plans and Nonqualified Deferred Compensation Plans
Qualified Pension Plans
In addition to the retirement plans which are made generally available to employees of the Company, which include a DB Plan and a DC Plan that allows for employee and employer contributions, the NEOs and certain other selected executive officers participate in various supplemental retirement plans and deferred compensation plans, which allow them to earn additional retirement benefits.
The DB PlanCompany maintains a defined benefit pension plan (the “DB Plan”) and DC Plan provide employees, includinga defined contribution retirement plan (the “DC Plan”) in which NEOs participate along with retirement income. The Company contributes to the DB Plan whereas both the Company and the employee contribute to the DC Plan. other Hubbell employees.
Employees hired after December 31, 2003, are not eligible to participate in the DB Plan but may participate in the DC Plan. The Company closed the DB Plan to new employees after 2003 following its determinationafter determining that ita plan of this nature was no longer necessary in order to attract talent in the marketplace. Instead, the Company emphasized participation in the DC Plan with matching contributions and a discretionary profit sharing contribution which are more in line with current competitive retirement compensation practices.
2016 Qualified Plan Changes
In 2016, due to the declining prevalence of defined benefit plans in the marketplace, the Compensation Committee approved a “soft freeze” oftalent. Service credit under the DB Plan which was implemented first as a freeze on credited service,ceased effective February 28, 2017, and will be followed by a subsequent freeze on eligible compensation was effective December 31, 2020. At that time, all benefit accruals underMessrs. Bakker and Mikes are the only NEOs who are participants in the DB Plan will cease. This “soft freeze” approach was designed to afford all DB Plan participants the opportunity to make any necessary adjustments to their retirement planning and afford immediate participation in a safe harbor DC Plan (discussed below) as a means of transition relief.Plan.
In 2016, the Compensation Committee also approved adding a safe harbor non-elective contribution to the DC Plan, effective January 1, 2017, to ensure that the DC Plan will pass its annual discrimination testing and to enhance the DC Plan benefits in connection with the DB Plan freeze. With the new safe harbor contribution, theThe DC Plan provides that the Company will make a fully vested annual non-elective Company contribution of 4% of eligible earnings on behalf of all eligible participants, including the NEOs. Additionally, the Company will continue to makemakes a matching contribution equal to 50% of the first 6% of a participant’s eligible earnings that he or she contributescontributed to the DC Plan, subject to Code limitations. The matching contribution will be subject to a vesting schedule.
Mr. Bakker was the only NEO who participatedlimitations in the DB Plan. In 2017, all of theInternal Revenue Code. NEOs were participantsparticipate in the DC Plan on the same terms as other employees in the Company.
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement 39
Non-Qualified Supplemental Retirement Plans
In 2017,Certain senior executives of the Company, including the NEOs, also participatedare eligible to participate in supplemental retirement plans including theplans. Hubbell’s Top Hat Restoration Plan (the “DB(“DB Restoration Plan”) and the Defined Contribution Restoration Plan (the “DC(“DC Restoration Plan”) which are available to DB Plan participants and DC Plan participants, respectively, withwho earn compensation in excess of Internal Revenue Code limitations applicable to qualified plans, as well as the Supplemental Executive Retirement Plan (the “Executive Plan”) which was previously available to select senior executives of the Company, if eligible, and is now frozen to future accruals.plans.
The DB Restoration Plan is an “excess benefit plan” under which participants in the DB Plan receive additional retirement benefits, calculated in the same manner as benefits are calculated under the DB Plan, but without regard to the applicable limits on compensation or benefit accruals requiredimposed by the tax-qualified plan rules. Messrs. Bakker and Mikes are the only NEOs who are a participant in the DB Restoration Plan, and they ceased to accrue benefits under the DB Restoration Plan when the DB Plan was frozen. The DC Restoration Plan, also an “excess benefit plan,” enables participants in the DC Plan to receive Company contributions equal to the additional contributions such employeethey would have received under the DC Plan, but for the compensation limits imposed by the tax-qualified plan rules.
The DB Restoration Plan and DC Restoration Plan and Executive Plan are intended to promote the retention of our eligible senior management employees by providing them with the opportunity to earn pension and retirement benefits whichthat supplement the benefits available under the Company’s tax-qualified retirement plans.
Non-QualifiedExecutive Deferred Compensation Plan
Changes
Because the DB Restoration Plan provides for accruals in tandem with those under the DB Plan and the DB Plan was the subject ofThe Company has a soft freeze, the Compensation Committee approved an amendment of the DB Restoration Plan to provide that benefits under the DB Restoration Plan would cease accruing on the same schedule as the DB Plan, with a freeze on credited service, effective February 28, 2017, and a subsequent freeze on eligible compensation, effective December 31, 2020.
To reflect the changes to the DC Plan, the Committee approved an amendment to the DC Restoration Plan, effective January 1, 2017, to provide each participant with (i) an annual non-elective contribution equal to the excess of 4% of eligible earnings over the amount credited as a safe harbor non-elective contribution to the DC Plan for that year and (ii) an annual matching contribution equal to 50% of the first 6% of a participant’s eligible earnings that he or she voluntary contributes to the DC Plan and/ or defers to thenon-qualified Executive Deferred Compensation Plan (“EDCP”) less the maximum amount of matching contributions that could have been credited under the DC Plan if he had contributed the maximum amount permitted under the DC Plan for that year.
These changes to the DC Restoration Plan were implemented following the 2017 election deferral deadline under the EDCP. To compensate participants for matching contributions that they would have been eligible to receive under the DC Restoration Plan if they had made timely deferral elections under the EDCP, the Company approved a one-time discretionary contribution under the EDCP in an amount equal to 50% of 6% of a DC Restoration Plan participant’s eligible earnings for 2017 less the matching contributions that were credited to such participant under the DC Plan and the DC Restoration Plan for 2017.
In connection with these changes, the Compensation Committee also approved a freeze of the Executive Plan effective December 31, 2016 (including the accrual of both service and compensation credit). The Executive Plan had been closed to new participants since 2007.
Executive Deferred Compensation Plan
The Company also has a non-qualified EDCP, which permits selected individuals,senior employees, including our NEOs, to defer the receipt of up to 50% of their base salary and 100% of their short-term incentive award. The EDCP also provides for discretionary contributions by the Company. With respect to compensation earned in 2017, theNo Company made the discretionary contributions described above to eligible DC Restoration Plan participants, including our NEOs,were made in an aggregate amount of $150,000.2023. Amounts deferred under the EDCP are credited with earnings on the basis ofreflecting individual investment directions made by each participant. The purpose ofSee the EDCP is to provide a tax and retirement planning tool to selected individuals and thus assist the Company“Non-Qualified Deferred Compensation in attracting and retaining senior management. See also the “Retirement Plans”Fiscal Year 2023” section on page 47 and the “Non-Qualified Deferred Compensation” section on page 49.60.
Perquisites
TheIn 2023, the Company providesprovided the following limited perquisites to itsthe NEOs: use of a Company-provided leased vehicle or an annual vehicle allowance,limited financial planning and tax preparation services and limited personal travel on the Company aircraft and executive physicals.aircraft. These perquisites provide flexibility to the executives and increase travel efficiencies, thereby allowing executives to use their time more productive use of the executives’ time andproductively. These perquisites also protect the executives’ personal and financial health and thus the Company’s investment in their development. The Company routinely examines the competitiveness of the perquisites offered in light of the evolving competitive landscape and determines whether any modifications are appropriate. See footnote 5Footnote 7 to the “Summary Compensation Table” on page 42.pages 53 and 54 outlines the benefits received by each NEO in 2023.
Severance and Change in Control Benefits
Hubbell maintains a Policy for Providing Severance to Senior Employees (the “Senior Severance Policy”) that generally provides severance to senior management in the event of certain “involuntary” terminations of employment with Hubbell.
The CompanyIt has entered intolong been Hubbell’s practice to provide Change in Control Severance Agreements (“CIC Agreements”) to its Board appointed officers.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 51 |
The CIC Agreements with itsthe NEOs whichtraditionally have provided, and continue to provide, certain alternative severance benefits in the event the NEOs’an NEO’s employment is involuntarily or constructively terminated.terminated in connection with a change in control. Such severance benefits are designed to alleviate the financial impact of termination of employment throughby providing continued base salary and health benefit continuationbenefits and outplacement services, with the intent of providing forservices. These benefits are designed to foster a stable work environment. In addition to general severance, the Company provides enhanced benefits to its senior executives in the event of a change in control as a means ofenvironment by reinforcing and encouraging theirexecutives’ continued attention and dedication to their duties of employmentjob responsibilities without the personal distraction or conflict of interest that could arise from the occurrence ofconcerns about a potential change in control.
The Company extends severancePreviously, the Board had issued CIC Agreements in December 2022 to each of Messrs. Bakker and change in control benefits because they are essentialSperry and to helpMs. Lane to replace their existing CIC Agreements. More recently, the Company fulfill its objectivesBoard entered into similar CIC Agreements with each of attractingMessrs. Gumbs and retaining key managerial talent. Mikes. Hubbell’s form of CIC Agreement contains provisions, including restrictive covenants such as a requirement that the NEO execute a release of claims agreement and continue to comply with provisions regarding non-competition, non-solicitation of employees and customers and confidentiality.
The decision to offer these benefits under the Senior Severance Policy and the CIC Agreements does not influence the Compensation Committee’s determinations concerning
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement 40
other direct compensation or benefit levels. In making the decision to extend thethese benefits, the Compensation Committee relied on its independent compensation consultant, Exequity, to ensure that such severance and change in control benefits align with therelevant market practices and policy statements put forth by governance rating agenciesagencies. The Compensation Committee annually reviews Hubbell’s CIC Agreements and market practices inbenchmarks the area of severance and change in control compensation.provisions with Exequity.
Accordingly, theThe Company’s Change in Control SeveranceCIC Agreements contain, among other things, the following provisions and reflect the types and amounts of compensation benefits payable to senior executivesNEOs upon a change in control:
| Double trigger (change in control plus termination of employment) required to obtain cash severance |
| Lump sum cash payments |
| • | ||
| • |
In 2016, the Board of Directors amended the Company’s Equity Plan to remove the single trigger change in control vesting provision. Under the amended Plan, awards granted on and after December 6, 2016 will no longer automatically become vested and payable upon a change in control. Instead, uponUpon a change in control, under the terms of the LTI awards, all outstanding awards (other than any portion subject to performance-based vesting) will continue in effect or be assumed or substituted by an acquiring company, unless the Compensation Committee elects to terminate thean award or cause it to fully vest. The portion of an award that is subject to performance-based vesting will be subject to the terms of the award agreement or the Compensation Committee’s discretion, as applicable.
If an award continues in effect or is assumed or substituted and a grantee’s employment is terminated without cause or within twelve months following a change in control, then the award will fully vest. Similarly, if the acquiring company refuses to assume or substitute an award, the Compensation Committee may exercise its discretion to terminate the award in exchange for cash, rights or property, or cause the awards to become fully exercisable prior to the change in control. The portion of an LTI award that is subject to performance-based vesting will remain subject to the terms of the award agreement and the Compensation Committee’s discretion.
If an LTI award continues in effect or is assumed or substituted, and the grantee’s employment is terminated without cause or within twelve months following a change in control, then the award will fully vest as of the date of termination.
For additional information relating to the Company’s change in control and severance benefits, including under the CIC Agreements and the Senior Severance Policy, see the “Potential Post-Employment Compensation Arrangements” section on page 50.pages 61-65
Tax Deductibility of Compensation
Prior to the enactment of the TCJA on December 22, 2017, Section 162(m) of the Code generally disallowed a tax deduction to publicly held companies for compensation paid to certain executive officers in excess of $1 million per officer in any year that did not qualify as performance based. In evaluating the annual compensation plan with respect to the 2017 year, the
The Compensation Committee believes that it is in the Company’s best interests to maintain flexibility in the administration of the compensation program. In order to retain the flexibility to compensate the Company’s management in the manner best promoting the Compensation Committee’s policy objectives, the Compensation Committee does not require that all compensation be deductible. Accordingly, certain payments, including payments under the Incentive Compensation Plan and grants of restricted stock are not intended to qualify as performance-based compensation and may be subject to the $1 million deductibility limitation of Section 162(m) of the Code.
The Compensation Committee evaluated the impact of the TCJA on the Company’s existing compensation plans in coordination with the Company’s compensation based policy objectives and determined that no changes to the Company’s compensation program are required at this time. However, the Compensation Committee will continue to evaluate the impacts of the TCJA and the Company’s policy objectives to ensure that the Company’s compensation program is administered in a manner that serves the best interests of the Company and its stockholders.
The Committee has reviewed the Compensation Discussion and Analysis and discussed its contents with members of the Company’s management and theits independent compensation consultants.consultant, Exequity. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in this Proxy Statement.2023.
Compensation Committee
Richard J. Swift, Chair
Carlos M. Cardoso
Neal J. Keating
John G. Russell, Chair
Carlos M. Cardoso
Anthony J. Guzzi
Neal J. Keating
Jennifer M. Pollino
HUBBELL INCORPORATED|2024 PROXY STATEMENT 52 Executive
HUBBELL INCORPORATEDCompensation -2018 Annual Meeting of Shareholders & Proxy Statement 41
Summary Compensation Table for Fiscal Year 2017(“SCT”)
| Named Executive Officer | Year | Salary ($) | Bonus(3) ($) | Stock Awards(4) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change in Pension Value and Nonqualified Deferred Compensation Plan Earnings(6) ($) | All Other Compensation(7) ($) | Total ($) | |||||||||
| Gerben W. Bakker Chairman, President and Chief Executive Officer | 2023 | 1,091,231 | — | 4,249,556 | 1,394,918 | 2,442,000 | 248,969 | 239,610 | 9,666,284 | |||||||||
| 2022 | 1,032,154 | — | 3,579,025 | 1,174,988 | 2,075,000 | — | 283,944 | 8,145,111 | ||||||||||
| 2021 | 972,500 | — | 3,130,670 | 1,025,488 | 823,700 | — | 136,342 | 6,088,700 | ||||||||||
| William R. Sperry Executive Vice President, Chief Financial Officer | 2023 | 716,154 | — | 1,484,994 | 487,474 | 1,198,800 | — | 121,995 | 4,009,417 | |||||||||
| 2022 | 691,923 | — | 1,370,664 | 450,001 | 1,082,100 | — | 101,161 | 3,695,849 | ||||||||||
| 2021 | 672,692 | — | 1,335,717 | 437,506 | 467,800 | — | 89,107 | 3,002,822 | ||||||||||
| Allan J. Connolly(1) Former President, Utility Solutions Segment | 2023 | 316,731 | — | — | — | — | — | 2,607,944 | 2,924,675 | |||||||||
| 2022 | 608,462 | — | 837,695 | 274,986 | 796,100 | — | 75,810 | 2,593,053 | ||||||||||
| 2021 | 597,692 | — | 782,325 | 256,247 | 333,000 | — | 365,437 | 2,334,701 | ||||||||||
| Mark E. Mikes(2) President, Electrical Solutions Segment | 2023 | 558,125 | — | 579,439 | 375,057 | 733,500 | 96,243 | 94,866 | 2,437,230 | |||||||||
| Katherine A. Lane Senior Vice President, General Counsel and Secretary | 2023 | 526,923 | — | 723,640 | 237,456 | 735,400 | — | 90,117 | 2,313,536 | |||||||||
| 2022 | 506,923 | 100,000 | 647,269 | 212,500 | 617,600 | — | 57,091 | 2,141,383 | ||||||||||
| 2021 | 487,692 | — | 610,526 | 200,006 | 264,100 | — | 49,432 | 1,611,756 | ||||||||||
| Gregory A. Gumbs(2) President, Utility Solutions Segment | 2023 | 298,077 | 450,000 | 437,540 | 437,519 | 430,100 | — | 39,895 | 2,093,131 | |||||||||
The following table sets forth the total compensation of the Company’s NEOs for the years ended December 31, 2017, December 31, 2016, and December 31, 2015.
| Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Plan Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) |
| D. G. Nord | 2017 | 1,030,000 | 2,752,368 | 1,840,819 | 1,220,000 | 1,454,235 | 233,749 | 8,531,171 |
| Chairman, President and | 2016 | 1,000,000 | 2,809,259 | 1,765,939 | 1,380,000 | 2,598,258 | 159,153 | 9,712,609 |
| Chief Executive Officer | 2015 | 968,700 | 2,748,086 | 1,359,166 | 980,300 | 2,714,019 | 135,085 | 8,905,356 |
| W. R. Sperry | 2017 | 550,000 | 768,359 | 513,825 | 453,200 | — | 100,751 | 2,386,135 |
| Senior Vice President and | 2016 | 525,000 | 784,000 | 492,916 | 487,200 | — | 80,251 | 2,369,367 |
| Chief Financial Officer | 2015 | 505,000 | 686,920 | 339,788 | 328,800 | — | 64,753 | 1,925,261 |
| R. R. Ruland | 2017 | 460,000 | 467,498 | 312,752 | 322,000 | — | 91,720 | 1,653,970 |
| Group President, | 2016 | 430,000 | 477,318 | 300,038 | 463,500 | — | 48,808 | 1,719,664 |
| Construction and Energy | ||||||||
| A. Hsieh | 2017 | 465,000 | 491,139 | 328,397 | 338,500 | — | 97,255 | 1,720,291 |
| Senior Vice President, | 2016 | 440,000 | 501,190 | 315,049 | 357,300 | — | 73,433 | 1,686,972 |
| General Counsel & Secretary | 2015 | 425,000 | 619,627 | 350,837 | 256,900 | — | 68,869 | 1,721,233 |
| G. W. Bakker | 2017 | 470,000 | 501,054 | 335,092 | 381,600 | 567,886 | 87,086 | 2,342,718 |
| Group President, | 2016 | 450,000 | 511,324 | 321,463 | 330,800 | 588,207 | 22,757 | 2,224,551 |
| Power Systems | 2015 | 425,000 | 446,497 | 220,870 | 345,100 | 174,024 | 22,339 | 1,633,830 |
| (1) | ||
| (2) | First reported as a NEO in 2023. | |
| (3) | The amounts reported in the |
| (4) | The amounts reported in theStock Awards andOption Awards columns reflect the aggregate grant date fair value of |
| (5) | The amounts reported in theNon-Equity Incentive Plan Compensation column reflect short-term incentive awards earned under the Company’s Short-Term Incentive Plan. See the Short-Term Incentive Compensation |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 53 |
| (6) | The amounts reported in theChange in Pension Value and Nonqualified Deferred Compensation Earnings column reflect the aggregate change in the actuarial present value of each NEO’s accumulated benefit under the retirement plans in which |
| (7) | The amounts reported in theAll Other Compensation column for |
| Name | Perquisites(a) ($) | Retirement Plan ($) | Total ($) |
| D. G. Nord | 65,049 | 168,700 | 233,749 |
| W. R. Sperry | 28,147 | 72,604 | 100,751 |
| R. R. Ruland | 27,075 | 64,645 | 91,720 |
| A. Hsieh | 39,694 | 57,561 | 97,255 |
| G. W. Bakker | 31,030 | 56,056 | 87,086 |
| Name | Severance(a) ($) | Perquisites(b) ($) | Retirement Plan Contributions(c) ($) | Total ($) | ||||
| Gerben W. Bakker | — | 17,974 | 221,636 | 239,610 | ||||
| William R. Sperry | — | 10,000 | 111,995 | 121,995 | ||||
| Allan J. Connolly | 2,543,031 | — | 64,913 | 2,607,944 | ||||
| Mark E. Mikes | — | 16,947 | 77,919 | 94,866 | ||||
| Katherine A. Lane | — | 10,000 | 80,117 | 90,117 | ||||
| Gregory A. Gumbs | — | 3,534 | 36,361 | 39,895 |
| (a) | The amounts in the Severance column reflect payments made to Mr. Connolly in connection with his departure from the Company. See the “Separation Agreement” section on page 63 |
| (b) | The amounts in the Perquisites column reflect the incremental cost to the Company for |
| (c) | The amounts in theRetirement Plan Contributions column reflect Company 401(k) matching contributions of |
HUBBELL INCORPORATED|2024 PROXY STATEMENT 54 HUBBELL INCORPORATEDOther Compensation Tables- 2018 Annual Meeting of Shareholders & Proxy Statement42
Grants of Plan-Based Awards in Fiscal Year
20172023
The following table presents information concerning plan-based awards granted in 20172023 to the NEOs under the Company’s Incentive Plan, Senior Plan and Equity Plan. All stock awards are payable in shares of the Company’s Common Stock.
| Est. Future Payouts Under Non-Equity Incentive Plan Awards(1) | Est. Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: | All Other Option Awards: | Exercise | Closing | Grant Date Fair | ||||||||
| Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | Number of Shares of Stock or Units(3) (#) | Number of Shares Underlying Options(3) (#) | or Base Price of Option Awards(4) ($/Sh) | Stock Price of Option Awards ($/Sh) | Value of Stock and Option Awards(5) ($) | |
| D. G. Nord | STI | 02/09/17 | 592,250 | 1,184,500 | 2,369,000 | — | — | — | — | — | — | — | — | |
| PBRS | 12/05/17 | — | — | — | — | — | — | 7,218 | — | — | — | 865,294 | ||
| SAR | 12/05/17 | — | — | — | — | — | — | — | 105,310 | 127.51 | 128.29 | 1,840,819 | ||
| PS/TSR | 12/05/17 | — | — | — | 3,609 | 7,218 | 14,436 | — | — | — | — | 1,031,380 | ||
| PS/NS | 12/05/17 | — | — | — | 2,707 | 7,218 | 16,241 | — | — | — | — | 855,694 | ||
| W. R. Sperry | STI | 02/09/17 | 220,000 | 440,000 | 880,000 | — | — | — | — | — | — | — | — | |
| PBRS | 12/05/17 | — | — | — | — | — | — | 2,015 | — | — | — | 241,558 | ||
| SAR | 12/05/17 | — | — | — | — | — | — | — | 29,395 | 127.51 | 128.29 | 513,825 | ||
| PS/TSR | 12/05/17 | — | — | — | 1,008 | 2,015 | 4,030 | — | — | — | — | 287,923 | ||
| PS/NS | 12/05/17 | — | — | — | 756 | 2,015 | 4,534 | — | — | — | — | 238,878 | ||
| R. R. Ruland | STI | 02/09/17 | 161,000 | 322,000 | 644,000 | — | — | — | — | — | — | — | — | |
| PBRS | 12/05/17 | — | — | — | — | — | — | 1,226 | — | — | — | 146,973 | ||
| SAR | 12/05/17 | — | — | — | — | — | — | — | 17,892 | 127.51 | 128.29 | 312,752 | ||
| PS/TSR | 12/05/17 | — | — | — | 613 | 1,226 | 2,452 | — | — | — | — | 175,183 | ||
| PS/NS | 12/05/17 | — | — | — | 460 | 1,226 | 2,759 | — | — | — | — | 145,342 | ||
| A. Hsieh | STI | 02/09/17 | 162,750 | 325,500 | 651,000 | — | — | — | — | — | — | — | — | |
| PBRS | 12/05/17 | — | — | — | — | — | — | 1,288 | — | — | — | 154,405 | ||
| SAR | 12/05/17 | — | — | — | — | — | — | — | 18,787 | 127.51 | 128.29 | 328,397 | ||
| PS/TSR | 12/05/17 | — | — | — | 644 | 1,288 | 2,576 | — | — | — | — | 184,042 | ||
| PS/NS | 12/05/17 | — | — | — | 483 | 1,288 | 2,898 | — | — | — | — | 152,692 | ||
| G. W. Bakker | STI | 02/09/17 | 164,500 | 329,000 | 658,000 | — | — | — | — | — | — | — | — | |
| PBRS | 12/05/17 | — | — | — | — | — | — | 1,314 | — | — | — | 157,522 | ||
| SAR | 12/05/17 | — | — | — | — | — | — | — | 19,170 | 127.51 | 128.29 | 335,092 | ||
| PS/TSR | 12/05/17 | — | — | — | 657 | 1,314 | 2,628 | — | — | — | — | 187,757 | ||
| PS/NS | 12/05/17 | — | — | — | 493 | 1,314 | 2,957 | — | — | — | — | 155,775 | ||
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Shares Underlying Options(4) (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) ($) | |||||||||||||||||||
| Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | ||||||||||||||||
| Gerben W. Bakker | STI | 2/7/23 | 660,000 | 1,320,000 | 2,640,000 | — | — | — | — | — | — | — | ||||||||||||
| RS | 2/7/23 | — | — | — | — | — | — | 5,784 | — | — | 1,394,927 | |||||||||||||
| SAR | 2/7/23 | — | — | — | — | — | — | — | 22,875 | 241.17 | 1,394,918 | |||||||||||||
| PS/RSG | 2/7/23 | — | — | — | 1,967 | 3,933 | 7,866 | — | — | — | 907,068 | |||||||||||||
| PS/OPM | 2/7/23 | — | — | — | 1,909 | 3,818 | 7,636 | — | — | — | 880,545 | |||||||||||||
| PS/TSR | 2/7/23 | — | — | — | 1,909 | 3,818 | 7,636 | — | — | — | 1,067,016 | |||||||||||||
| William R. Sperry | STI | 2/7/23 | 324,000 | 648,000 | 1,296,000 | — | — | — | — | — | — | — | ||||||||||||
| RS | 2/7/23 | — | — | — | — | — | — | 2,021 | — | — | 487,405 | |||||||||||||
| SAR | 2/7/23 | — | — | — | — | — | — | — | 7,994 | 241.17 | 487,474 | |||||||||||||
| PS/RSG | 2/7/23 | — | — | — | 688 | 1,375 | 2,750 | — | — | — | 317,116 | |||||||||||||
| PS/OPM | 2/7/23 | — | — | — | 667 | 1,334 | 2,668 | — | — | — | 307,660 | |||||||||||||
| PS/TSR | 2/7/23 | — | — | — | 667 | 1,334 | 2,668 | — | — | — | 372,813 | |||||||||||||
| Allan J. Connolly(1) | STI | 2/7/23 | 228,750 | 457,500 | 915,000 | — | — | — | — | — | — | — | ||||||||||||
| Mark E. Mikes | STI | 2/7/23 | 202,500 | 405,000 | 810,000 | — | — | — | — | — | — | — | ||||||||||||
| RS | 2/7/23 | — | — | — | — | — | — | 933 | — | — | 225,012 | |||||||||||||
| RS | 7/6/23 | — | — | — | — | — | — | 456 | — | — | 149,901 | |||||||||||||
| SAR | 2/7/23 | — | — | — | — | — | — | — | 3,690 | 241.17 | 225,016 | |||||||||||||
| SAR | 7/6/23 | — | — | — | — | — | — | — | 1,726 | 328.73 | 150,041 | |||||||||||||
| PS/RSG | 2/7/23 | — | — | — | 141 | 282 | 564 | — | — | — | 65,038 | |||||||||||||
| PS/OPM | 2/7/23 | — | — | — | 137 | 274 | 548 | — | — | — | 63,193 | |||||||||||||
| PS/TSR | 2/7/23 | — | — | — | 137 | 273 | 546 | — | — | — | 76,295 | |||||||||||||
| Katherine A. Lane | STI | 2/7/23 | 198,750 | 397,500 | 795,000 | — | — | — | — | — | — | — | ||||||||||||
| RS | 2/7/23 | — | — | — | — | — | — | 985 | — | — | 237,552 | |||||||||||||
| SAR | 2/7/23 | — | — | — | — | — | — | — | 3,894 | 241.17 | 237,456 | |||||||||||||
| PS/RSG | 2/7/23 | — | — | — | 335 | 670 | 1,340 | — | — | — | 154,522 | |||||||||||||
| PS/OPM | 2/7/23 | — | — | — | 325 | 650 | 1,300 | — | — | — | 149,910 | |||||||||||||
| PS/TSR | 2/7/23 | — | — | — | 325 | 650 | 1,300 | — | — | — | 181,656 | |||||||||||||
| Gregory A. Gumbs | STI | 7/6/23 | 116,250 | 232,500 | 465,000 | — | — | — | — | — | — | — | ||||||||||||
| RS | 7/6/23 | — | — | — | — | — | — | 1,331 | — | — | 437,540 | |||||||||||||
| SAR | 7/6/23 | — | — | — | — | — | — | — | 5,033 | 328.73 | 437,519 | |||||||||||||
| (1) |
| (2) | The amounts reported in theEstimated Future Payouts Under Non-Equity Incentive Plan Awardscolumns reflect the target, threshold and maximum short-term incentive award opportunity for each of the NEOs under the Company’s Short-Term Incentive |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 55 |
| (3) | The amounts reported in theEstimated Future Payouts Under Equity Incentive Plan Awardscolumns reflect the target number of performance shares (“PS”) awarded to the NEOs under the Equity Plan on |
| (4) | The amounts reported in theAll Other Stock Awards and All Other Option Awards columns reflect the number of |
| (5) | The amount reported in theExercise or Base Price of Option Awards column reflects the mean between the high and low trading prices of the Company’s Common Stock on the trading day immediately preceding the date of grant which was the fair market value of the Company’s Common Stock as defined under the Equity Plan. |
| (6) | The amounts reported in theGrant Date Fair Value of Stock and Option Awards column reflect the aggregate fair value of the |
The following table describes the general terms of each of the equity incentive awards granted to the applicable NEOs on February 7, 2023 and July 6, 2023.
| Restricted Stock | Performance Shares | Stock Appreciation Rights | |||
| Description | A grant of a number of shares subject to forfeiture if not vested. | A promise to receive a number of shares on the third-year anniversary of the grant date subject to meeting performance | Right to receive, in stock, the appreciation in value | ||
| Abbreviation | RS | PS | SARs | ||
| Vesting Period | 3-year cliff vesting on the anniversary of the grant date | 3-year cliff vesting on attainment of three stated performance measures. | 1/3 per year on the |
| (1) | The vesting period for restricted stock is generally three-years except in limited instances for retention or for talent acquisition purposes. |
HUBBELL INCORPORATED- 2018 Annual Meeting of Shareholders & Proxy Statement 43
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 56 |
Outstanding Equity Awards at 2023 Fiscal Year End
The following table provides information on all restricted stock, PBRS, SARs and performance share awards held by the NEOs of the Company and the value of such holdings measured as of December 31, 2017.2023. All outstanding equity awards are in shares of the Company’s Common Stock.
| Option Awards(2) | Stock Awards | |||||||||||||||||
| Name | Grant Date | No. of Securities Underlying Unexercised Options Exercisable (#) | No. of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | No. of Shares or Units of Stock that have not Vested(3) (#) | Market Value of Shares or Units that have not Vested(4) ($) | Equity Incentive Plan Awards: No. of Unearned Shares, Units, or other Rights that have not Vested(5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or other Rights that have not Vested(6) ($) | |||||||||
| Gerben W. Bakker | 12/5/17 | 19,170 | — | 127.51 | 12/5/27 | — | — | — | — | |||||||||
| 12/14/18 | 16,547 | — | 105.49 | 12/14/28 | — | — | — | — | ||||||||||
| 7/1/19 | 13,765 | — | 129.28 | 7/1/29 | — | — | — | — | ||||||||||
| 2/13/20 | 33,169 | — | 149.49 | 2/13/30 | — | — | — | — | ||||||||||
| 2/10/21 | 23,230 | 11,615 | 163.26 | 2/10/31 | 6,281 | 2,066,009 | 12,563 | 4,132,348 | ||||||||||
| 2/8/22 | 9,978 | 19,958 | 185.87 | 2/8/32 | 6,322 | 2,079,495 | 12,643 | 4,158,662 | ||||||||||
| 2/7/23 | — | 22,875 | 241.17 | 2/7/33 | 5,784 | 1,902,531 | 11,569 | 3,805,391 | ||||||||||
| William R. Sperry | 2/10/21 | — | 4,956 | 163.26 | 2/10/31 | 2,680 | 881,532 | 5,360 | 1,763,065 | |||||||||
| 2/8/22 | 3,821 | 7,644 | 185.87 | 2/8/32 | 2,421 | 796,340 | 4,842 | 1,592,679 | ||||||||||
| 2/7/23 | — | 7,994 | 241.17 | 2/7/33 | 2,021 | 664,768 | 4,043 | 1,329,864 | ||||||||||
| Allan J. Connolly(1) | — | — | — | — | — | — | — | — | — | |||||||||
| Mark E. Mikes | 12/14/18 | 1,539 | — | 105.49 | 12/14/28 | — | — | — | — | |||||||||
| 2/13/20 | 2,466 | — | 149.49 | 2/13/30 | — | — | — | — | ||||||||||
| 2/10/21 | 2,124 | 1,062 | 163.26 | 2/10/31 | 574 | 188,806 | 1,148 | 377,612 | ||||||||||
| 2/8/22 | 796 | 1,593 | 185.87 | 2/8/32 | 504 | 165,781 | 1,009 | 331,890 | ||||||||||
| 2/7/23 | — | 3,690 | 241.17 | 2/7/33 | 933 | 306,892 | 829 | 272,683 | ||||||||||
| 7/6/23 | — | 1,726 | 328.73 | 7/6/33 | 456 | 149,992 | — | — | ||||||||||
| Katherine A. Lane | 7/1/17 | 883 | — | 113.03 | 7/1/27 | — | — | — | — | |||||||||
| 12/5/17 | 2,442 | — | 127.51 | 12/5/27 | — | — | — | — | ||||||||||
| 12/14/18 | 2,868 | — | 105.49 | 12/14/28 | — | — | — | — | ||||||||||
| 7/1/19 | 8,118 | — | 129.28 | 7/1/29 | — | — | — | — | ||||||||||
| 2/13/20 | 7,417 | — | 149.49 | 2/13/30 | — | — | — | — | ||||||||||
| 2/10/21 | 4,530 | 2,266 | 163.26 | 2/10/31 | 1,225 | 402,939 | 2,450 | 805,879 | ||||||||||
| 2/8/22 | 1,804 | 3,610 | 185.87 | 2/8/32 | 1,143 | 375,967 | 2,287 | 752,263 | ||||||||||
| 2/7/23 | — | 3,894 | 241.17 | 2/7/33 | 985 | 323,996 | 1,970 | 647,992 | ||||||||||
| Gregory A. Gumbs | 7/6/23 | — | 5,033 | 328.73 | 7/6/33 | 1,331 | 437,806 | — | — | |||||||||
| Option Awards(1) | Stock Awards(2) | |||||||||
| Name | Grant Date | No. of Securities Underlying Unexercised Options Exercisable (#) | No. of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | No. of Shares or Units of Stock that have not Vested(2) (#) | Market Value of Shares or Units that have not Vested(3) ($) | Equity Incentive Plan Awards: No. of Unearned Shares, Units, or other Rights that have not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or other Rights that have not Vested(5) ($) | |
| D. G. Nord | 12/06/2010 | 19,531 | — | 59.95 | 12/06/2020 | |||||
| 12/05/2011 | 22,647 | — | 64.48 | 12/05/2021 | ||||||
| 06/06/2012 | 27,910 | — | 76.02 | 06/06/2022 | ||||||
| 12/04/2012 | 47,569 | — | 83.73 | 12/04/2022 | ||||||
| 12/10/2013 | 60,837 | — | 107.87 | 12/10/2023 | ||||||
| 12/02/2014 | 58,287 | — | 106.44 | 12/02/2024 | 7,588 | 1,026,960 | 16,490 | 2,231,757 | ||
| 12/08/2015 | 56,667 | 28,334 | 97.48 | 12/08/2025 | 8,720 | 1,180,165 | 19,524 | 2,642,378 | ||
| 12/06/2016 | 31,294 | 62,589 | 113.69 | 12/06/2026 | 7,701 | 1,042,253 | 17,242 | 2,333,532 | ||
| 12/05/2017 | — | 105,310 | 127.51 | 12/05/2027 | 7,218 | 976,884 | 14,436 | 1,953,768 | ||
| W. R. Sperry | 12/10/2013 | 15,209 | — | 107.87 | 12/10/2023 | |||||
| 12/02/2014 | 15,339 | — | 106.44 | 12/02/2024 | 1,997 | 270,274 | 4,340 | 587,376 | ||
| 12/08/2015 | 14,166 | 7,084 | 97.48 | 12/08/2025 | 2,180 | 295,041 | 4,880 | 660,459 | ||
| 12/06/2016 | 8,735 | 17,470 | 113.69 | 12/06/2026 | 2,149 | 290,846 | 4,812 | 651,256 | ||
| 12/05/2017 | — | 29,395 | 127.51 | 12/05/2027 | 2,015 | 272,710 | 4,030 | 545,420 | ||
| R. R. Ruland | 12/05/2011 | 1,266 | — | 64.48 | 12/05/2021 | |||||
| 12/04/2012 | 4,162 | — | 83.73 | 12/04/2022 | ||||||
| 12/10/2013 | 3,971 | — | 107.87 | 12/10/2023 | ||||||
| 12/02/2014 | 3,835 | — | 106.44 | 12/02/2024 | 499 | 67,535 | 1,084 | 146,709 | ||
| 07/01/2015 | 2,019 | 1,010 | 109.07 | 07/01/2025 | 223 | 30,181 | ||||
| 12/08/2015 | 8,500 | 4,250 | 97.48 | 12/08/2025 | 1,308 | 177,025 | 2,928 | 396,276 | ||
| 12/06/2016 | 5,317 | 10,634 | 113.69 | 12/06/2026 | 1,308 | 177,025 | 2,930 | 396,546 | ||
| 12/05/2017 | — | 17,892 | 127.51 | 12/05/2027 | 1,226 | 165,927 | 2,452 | 331,854 | ||
| A. Hsieh | 12/04/2012 | 8,919 | — | 83.73 | 12/04/2022 | |||||
| 12/10/2013 | 11,829 | — | 107.87 | 12/10/2023 | ||||||
| 12/02/2014 | 11,044 | — | 106.44 | 12/02/2024 | 1,438 | 194,619 | 3,124 | 422,802 | ||
| 12/08/2015 | 14,627 | 7,314 | 97.48 | 12/08/2025 | 1,998 | 270,410 | 3,514 | 475,585 | ||
| 12/06/2016 | 5,583 | 11,166 | 113.69 | 12/06/2026 | 1,374 | 185,957 | 3,076 | 416,306 | ||
| 12/05/2017 | — | 18,787 | 127.51 | 12/05/2027 | 1,288 | 174,318 | 2,576 | 348,636 | ||
| G. W. Bakker | 12/05/2011 | 3,146 | — | 64.48 | 12/05/2021 | |||||
| 12/04/2012 | 2,596 | — | 83.73 | 12/04/2022 | ||||||
| 12/10/2013 | 3,971 | — | 107.87 | 12/10/2023 | ||||||
| 02/01/2014 | 4,668 | — | 117.16 | 02/01/2024 | ||||||
| 12/02/2014 | 9,970 | — | 106.44 | 12/02/2024 | 1,298 | 175,671 | 2,820 | 381,659 | ||
| 12/08/2015 | 9,208 | 4,605 | 97.48 | 12/08/2025 | 1,417 | 191,777 | 3,172 | 429,298 | ||
| 12/06/2016 | 5,696 | 11,394 | 113.69 | 12/06/2026 | 1,402 | 189,747 | 3,138 | 424,697 | ||
| 12/05/2017 | — | 19,170 | 127.51 | 12/05/2027 | 1,314 | 177,837 | 2,628 | 355,674 | ||
| (1) | The Company entered into a Transition and Separation Agreement with Mr. Connolly on June 6, 2023. Any of Mr. Connolly’s unvested RS, SARs, PS/RSG, PS/OPM and PS/TSR awards at the time of his separation from the Company on July 1, 2023 were forfeited. See the “Separation Agreement” section on page 63. | |
| (2) | The Option Awards column reflects SARs that were granted to each NEO on the dates shown. SARs entitle the recipient to receive the value in shares of the Company’s Common Stock equal to the positive difference between the base price and the fair market value of a share of Common Stock upon exercise. Generally, SARs vest and become exercisable in three equal installments on each of the first three anniversaries of the grant date. See the “Equity Award Plan Vesting |
| (3) | TheNo. of Shares or Units of Stock that have not Vested column reflects restricted stock granted on the following dates and terms: |
| (4) | TheMarket Value of Shares or Units that have not Vested is based upon the closing market price of the Company’s Common Stock on December 29, |
| (5) | TheEquity Incentive Plan | |
| (6) | The |
HUBBELL INCORPORATED-2018 Annual Meeting of Shareholders & Proxy Statement44
Equity Award Plan Vesting Provisions
2017 Grant Terms
The following table describes the terms of each of the equity incentive awards granted to the NEOs in December 2017.
| Performance Based Restricted Stock | Performance Shares | Stock Appreciation Rights | ||||
| Description | Award of shares that vest subject to achievements relative to the performance metrics and ranges described below. | A promise to receive a number of shares, the ultimate payout of which can vary based upon achievements relative to the performance metrics and ranges described below. | Right to receive, in stock, the appreciation in value between the stock price on the date of grant and date of exercise. | |||
| Abbreviation | PBRS | PS/TSR | PS/NS | SARs | ||
| Weighting | 20% | 20% | 20% | 40% | ||
| Metric | Total Shareholder Return | Total Shareholder Return | Net Sales Growth (with modifier) | — | ||
| Comparator | S&P Capital Goods 900 | S&P Capital Goods 900 | S&P Capital Goods 900 | — | ||
| Vesting Period | January 1, 2018 to December 31, 2020 | January 1, 2018 to December 31, 2020 | 1/3 on the anniversary of the grant date | |||
| Range/Payout | 100% of shares will vest if, at the end of the performance period, Hubbell’stotal shareholder return is > than the 20th percentile of the comparator group. Performance below the 20th percentile results in no payout. | Payout can range from 0 to 200% of the original grant amount based on Hubbell’stotal shareholder returnperformance relative to the comparator group. | Payout can range from 0 to 200% of the original grant amount based on Hubbell’snet sales performance relative to the comparator group | — | ||
| Performance Range and Payout | ||||||
| > 80th percentile of Index | 200% | |||||
| At 50th percentile of Index | 100% | |||||
| At 35th percentile of Index | 50% | |||||
| Below 35th percentile of Index | 0% | |||||
| Modifier | ||||||
| — | The payout is further modified based on Hubbell’s cumulativenet income margin performance compared to the following preestablished targets: | |||||
| 10% growth = 125% payout | ||||||
| 9% growth = 100% payout | ||||||
| 8% growth = 75% payout | ||||||
| <8% growth = 0% payout | ||||||
HUBBELL INCORPORATED-2018 Annual Meeting of Shareholders & Proxy Statement 45
In compliance with Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, the SEC now requires annual disclosure of the ratio of the CEO’s annual total compensation to the annual total compensation of the median employee. Mr. Nord had a 2017 annual total compensation of $8,531,171 as reflected in the above Summary Compensation Table. Hubbell’s median employee’s annual total compensation for 2017 was estimated as $36,434. As a result, we estimate that Mr. Nord’s annual compensation was approximately 234 times that of Hubbell’s median employee.
We identified the median of the annual total compensation of all our employees by examining the 2017 annual salary for all employees, excluding the CEO, who were employed by us on October 23, 2017, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2017, as well as our payroll records for all non-U.S. entities. We did not make any assumptions, adjustments, or estimates with respect to this compensation measure and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2017. After identifying the median employee, we calculated annual total compensation for such employee in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column reported in the above Summary Compensation Table.
Due to the use of estimates, assumptions, adjustments, and statistical sampling permitted by Item 402(u), pay ratio disclosures may involve a degree of imprecision. Accordingly, our pay ratio is merely a reasonable estimate calculated in a manner consistent with Item 402(u) and may not be comparable to the pay ratio disclosures of other companies.
Post-Termination Vesting Terms
The following table shows the vesting provisions of equity awards post-termination under the scenarios shown. For each of these award types, “Retirement” shall mean that the NEO has terminated employment with the Company, is of a minimum of age 55 and the executive’s age plus years of service with the Company equals or exceeds 70.
| 57 |
Option Exercises and Stock Vested During Fiscal Year 20172023
The following table provides information on the number of shares acquired and the value realized by the NEOs during fiscal year 20172023 on the exercise of SARs and on the vesting of restricted stock.stock and performance shares.
| Name | Option Awards(1) | Stock Awards | ||||||
| No. of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | No. of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($) | |||||
| D. G. Nord | — | — | 2,782 | 341,824 | (2) | |||
| 6,364 | 825,093 | (3) | ||||||
| W. R. Sperry | 21,925 | 946,790 | 696 | 85,518 | (2) | |||
| 1,591 | 206,273 | (3) | ||||||
| R. R. Ruland | — | — | 405 | 47,599 | (2) | |||
| 415 | 53,805 | (3) | ||||||
| A. Hsieh | — | — | 968 | 122,303 | (2) | |||
| 1,237 | 160,377 | (3) | ||||||
| G. W. Bakker | 3,486 | 228,403 | 609 | 74,533 | (2) | |||
| 415 | 53,805 | (3) | ||||||
| Option Awards(1) | Stock Awards | |||||||||
| Name | No. of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | No. of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($) | ||||||
| Gerben W. Bakker | 45,541 | 7,287,566 | 5,609 | 1,370,223 | (2) | |||||
| — | — | 19,892 | 5,063,218 | (3) | ||||||
| William R. Sperry | 15,185 | 2,368,305 | 2,676 | 653,720 | (2) | |||||
| — | — | 9,490 | 2,415,522 | (3) | ||||||
| Allan J. Connolly | 28,047 | 4,887,649 | 1,672 | 408,453 | (2) | |||||
| — | — | 5,931 | 1,509,634 | |||||||
| Mark E. Mikes | — | — | 625 | 152,681 | (2) | |||||
| — | — | 2,217 | 564,314 | (3) | ||||||
| Katherine A. Lane | — | — | 1,254 | 306,340 | (2) | |||||
| — | — | 4,448 | 1,132,214 | (3) | ||||||
| Gregory A. Gumbs | — | — | — | — | ||||||
| (1) | The amounts reported in theOption Awards - Value Realized Upon Exercisecolumn reflect the number of shares acquired upon exercise multiplied by the difference between the base price of the SAR and the market price of the Company’s Common Stock on the date of exercise. |
| (2) | The amounts reported in theStock Awards - Value Realized Upon Vestingcolumn reflect the number of shares of |
| (3) | The amounts reported in theStock Awards - Value Realized Upon Vestingcolumn reflect the number of performance shares earned multiplied by the closing market price of the Company’s Common Stock on the following vesting dates - February 8, |
Pension Benefits in Fiscal Year 2017
The following table provides information on the retirement benefits for the NEOs under the Company’s DB Plan and DB Restoration Plan and Executive Plan (non-qualified plans, collectively, “Supplemental Plans”) in which they participate. See the “Employee Benefits” section on page 39.50.
| Name | Plan Name | No. of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During the Last Fiscal Year ($) |
| D. G. Nord | Executive Plan | 10.00 | 16,937,092 | — |
| G. W. Bakker | DB Plan | 25.92 | 775,640 | — |
| DB Restoration Plan | 25.92 | 1,569,010 | — |
| Name | Plan Name | No. of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During the Last Fiscal Year ($) | ||||
| Gerben W. Bakker | DB Plan | 25.92 | 828,893 | — | ||||
| DB Restoration Plan | 25.92 | 2,920,015 | — | |||||
| Mark E. Mikes | DB Plan | 27.67 | 841,791 | — | ||||
| DB Restoration Plan | 27.67 | 1,064,338 | — |
| (1) | For the DB Plan and |
HUBBELL INCORPORATED-2018 Annual Meeting of Shareholders & Proxy Statement 47
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 58 |
The following paragraphs describe the manner in which benefits are calculated under each of the Company’s retirement plans:
DB Plan and DB Restoration Plan
The DB Plan provides for participation by all regular full-time salaried employees (other than employees who are subject to a collective-bargaining agreement) who were employed by covered Company businesses on December 31, 2003. 2003, including Messrs. Bakker and Mikes.
The annual benefits under the DB Plan upon normal retirement (age 65) are calculated under the following two formulasformula in which Final Average Pay refers to the average of the executive’semployee’s highest three consecutive years’ earnings (base salary and short-term incentives) in the last ten years:
| • | For |
Grandfathered Participants will have benefits earned after 2003 calculated under whichever of the above two formulas produces a higher benefit. Early retirement (age 55 and at least 10 years of service) benefits are calculated under the same formula as normal retirement benefits, but reduced by 0.6% (0.3% for Grandfathered Participants) for each month by which the executive’s early retirement is after age 60, but before age 65, and 0.3% (0.5% for Grandfathered Participants) for each month by which the executive’s early retirement precedes age 60. Lump sum payments cannot be elected under the Basic Plan.
Benefits under the DB Restoration Plan are calculated in the same manner as benefits under the DB Plan, but without regard to any limits on compensation or benefit accruals that may apply under the DB Plan as required by the tax-qualified plan rules. DB Restoration Plan benefits are payable based on a life annuity distribution (although 50% of the benefits are payable to the participant’s surviving spouse in the event of his or her death after commencing benefits), except that benefits are paid out as a lump sum if a participant as of the date of a change in control experiences a termination of employment within two years following the change in control.
As describedBeginning in 2017, the “Employee Benefits” section on page 39,DB Plan began a transition to being fully frozen. Years of Service will bewas frozen under the DB Plan and the DB Restoration Plan effective February 28, 2017 and Final Average Pay, Social Security Covered Compensation, and Social Security Benefit will bewas frozen under the DB Plan and the DB Restoration Plan effective December 31, 2020.
Executive Plan
The Executive Plan provides designated executives the opportunity to earn pension benefits supplementing those earned under the DB Plan. Executive Plan benefits upon normal retirement (age 65) are calculated using the following formula in which Final Total Compensation refers to the average of the executive’s highest three earnings (base salary and short-term incentive) over the last ten years:
Executive Plan benefits upon early retirement (on or after age 55) are calculated under the same formula as normal retirement benefits except that the early retirement benefit is reduced by 0.3% for each month by which the executive’s early retirement precedes age 62, and by an additional 0.2% for each month by which the executive’s early retirement precedes age 60. Executive Plan benefits are payable based on a 50% joint and survivor form of annuity distribution, except that benefits are paid out as a lump sum upon a change in control. Participation in the Executive Plan is at the sole discretion of the Compensation Committee which closed the Plan to new participants in 2007. As described under the “Employee Benefits” section on page 39, all benefit accruals under the Executive Plan were frozen effective as of December 31, 2016.
Except as otherwise provided, for Executive Plan participants who have entered into Change in Control Severance Agreements with the Company, no benefit is payable under the Executive Plan if a participant terminates employment prior to age 55 with less than 10 years of service under the Executive Plan, but such participant may be entitled to a benefit under the DB Plan, DC Plan and DB Restoration and DC Restoration Plans.
DC Plan and DC Restoration Plan
Under the DC Plan as in effect through December 31, 2016, the Company provided a discretionary profit sharing contribution. Full-time salaried employees hired on or after January 1, 2004 were eligible to receive such discretionary contribution, which was made after year end at the discretion of the Board of Directors. The amount was determined by multiplying the sum of the employee’s base salary and short-term incentive compensation by a certain percentage approved by the Board of Directors, which in recent years has been 4%. There was no guarantee; however, that percentage would continue in future years.
As described under the Employee Benefits section on page 39, effective January 1, 2017,50, the DC Plan provides eligible participants with a fixed non-elective contribution of 4% of eligible earnings and a matching contribution equal to 50% of the first 6% of a participant’s eligible earnings that he or shethe employee voluntarily contributes to the DC Plan.
Effective January 1, 2011, theThe Company adopted thealso provides a DC Restoration Plan to allow for additional profit sharing and otherexcess contributions foron behalf of those employees whose contributions are limited under the tax-qualified DC Plan due to compensation limits imposed by the IRS. Employees
The DC Restoration Plan provides each participant impacted by those limitations receive a contribution under the DC Restoration Plan equal to the same percentage used for the DC Plan multiplied by their eligible earnings in excess of the IRS limits.
As described above, effective January 1, 2017, the Company amended the DC Restoration Plan to provide each participant with (i) an annual non-elective contribution equal to the excess of 4% of eligible earnings over the amount credited as a safe harbor non-elective contribution to the DC Plan for that year and (ii) an annual matching contribution equal to 50% of the first 6% of athe participant’s eligible earnings that he or sheare voluntarily contributescontributed to the DC Plan and/or defersdeferred to the Executive Deferred Compensation Plan less the maximum amount of matching contributions that could have been credited under the DC Plan if hethe participant had contributed the maximum amount permitted under the DC Plan for that year.
HUBBELL INCORPORATED|2024 PROXY STATEMENT 59 Non-Qualified Deferred Compensation
Executive Deferred Compensation Plan
The Executive Deferred Compensation Plan (“EDCP”)EDCP enables certain designated senior executives (including the current NEOs) to defer up to 50% of their annual base salary and up to100%to 100% of their annual short-term incentive compensation. Amounts deferred intounder the EDCP are nominally invested at the discretion of the participant in the same mutual funds available to all employees in the 401k planDC Plan and all participants are immediately 100% vested in the amounts they elect to defer. The Company is permitted to make discretionary contributions to EDCP participants and to make contributions subject to vesting conditions or other restrictions. Since the EDCP’s adoption in 2008, however, no discretionary Company contributions have been made.
Participants are generally required to make their deferral elections by December 31 of the year prior to the year in which the base pay is paid, and the deferred short-term incentive award is earned. At that time,When they make deferral elections, participants also elect the future date for distributions. Distributions can be made at any time while the participant remains an employee (but no sooner than two years after the year for which the deferral is made) or upon separation from service or a change in control. Distributions upon separation from service may be made in a lump sum or installments over 5, 10, or 15 years. In serviceIn-service distributions and distributions upon a change in control are made in a lump sum. Participants may also access their accounts under the EDCP in the event of an unforeseen emergency.
Non-Qualified Deferred Compensation in Fiscal Year
2017
The following table provides information on the benefits payable toearned by each NEO under the Company’s EDCP and DC Restoration Plan:Plan.
| Name | Executive Contributions in 2017(1) ($) | Registrant Contributions in 2017(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/17(4) ($) | |||||||||||||||
| D. G. Nord | — | 68,612 | 524,388 | — | 3,624,985 | |||||||||||||||
| W. R. Sperry | — | 23,552 | 22,024 | — | 202,923 | |||||||||||||||
| R. R. Ruland | 231,750 | 13,300 | 31,712 | — | 367,496 | |||||||||||||||
| A. Hsieh | — | 17,276 | 7,645 | — | 74,609 | |||||||||||||||
| G. W. Bakker | 169,150 | — | 54,144 | — | 315,867 | |||||||||||||||
| Name | EDCP Executive Contributions in 2023(1) ($) | EDCP Aggregate Earnings in Last FY(2) ($) | DC Restoration Plan Registrant Contributions in 2023(3) ($) | DC Restoration Plan Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/23(4) ($) | ||||||
| Gerben W. Bakker | 189,974 | 171,014 | 108,560 | 61,489 | — | 1,570,191 | ||||||
| William R. Sperry | 50,131 | 25,319 | 59,831 | 85,996 | (47,244) | 934,877 | ||||||
| Allan J. Connolly | — | 25,422 | 44,552 | 29,054 | — | 372,446 | ||||||
| Mark E. Mikes | 536,759 | 299,623 | 24,908 | 22,195 | — | 2,633,415 | ||||||
| Katherine A. Lane | 263,462 | 30,972 | 23,741 | 14,240 | — | 416,942 | ||||||
| Gregory A. Gumbs | — | — | — | — | — | — |
| (1) | The amounts reported in the EDCP Executive Contributions in |
| (2) | The | |
| (3) | The amounts reported in the DC Restoration Plan Registrant Contributions in |
| (4) | The amounts reported in theAggregate |
HUBBELL INCORPORATED -2018 Annual MeetingThe material terms of Shareholders & Proxy Statement 49the non-qualified deferred compensation plans are further described under the “Pension Benefit Calculations” section on page 59 and the “Non-Qualified Deferred Compensation” section above.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 60 |
Potential Post-Employment Compensation Arrangements
The Company does not have employment agreements with any of the NEOs. The Company offers post-employment compensation and benefits to the NEOs under its generalSenior Severance Policy (which is also available to senior level employees)employees in addition to NEOs), Equity Plan, STI Plans, benefit plans andits retirement plans and pursuant to individual change in control severance agreements (“CIC Agreements”)Agreements that provide compensation and benefits only in the event of certain terminations in connection with a change in control.control (as defined in the CIC Agreements). In addition, NEOs may be entitled to post termination compensation and benefits under the terms of the Company’s Equity Plan, STI program, and other benefit plans. The section below describes the types of compensation and benefits aan NEO is eligible forto receive under these plans, policies and agreements based on five termination scenariosscenarios: (i) involuntary termination, (ii) death, (iii) disability, (iv) retirement and (v) following a change in control and involuntary termination. No incrementalThe NEOs generally will receive only vested amounts are payable tounder the NEOsCompany’s plans upon voluntary termination or termination for cause.
Senior Severance Policy
The Company has a Severance Policy which offers severance benefits to the NEOs and other members of senior management in the event of involuntary termination or termination for reasons other than cause (the “Severance Policy”). TheSenior Severance Policy offers the following benefits:benefits to NEOs:
| • | 4 weeks base salary continuation for each year of service, with a minimum of 26 weeks and a maximum of 78 |
| • | Continued medical, dental, and life insurance benefits for the salary continuation |
| • | Pro-rated portion of their target short-term incentive award earned through the date of |
| • | Outplacement services for up to 12 |
InInvoluntary termination includes, for purposes of the event ofSenior Severance Policy, a termination of employmentby the Company without cause and a resignation by the NEO due to retirement, death, disability,a material change in the NEO’s authority, duties, responsibilities or base compensation, or a significant change in control, there are no benefits payable under the general Severance Policy. However, inlocation of the NEO’s employment location. In the event of a change in control followed by an involuntary termination, in lieu of any benefits under the Senior Severance Policy, the NEOs would be eligible for severance benefits pursuant to the terms of their CIC Agreements as described on page 51.Agreements.
Equity Plan
All of the NEOs received grants under the Equity Plan in 2017.2023. The treatment of outstanding equity awards upon involuntary termination (i.e., termination by the Company without cause), retirement, and death and disability is set forth in the Post-Employment and Change in Control Payment table below.on page 64.
Upon a change in control (as defined in the Equity Plan), outstanding awards under the Equity Plan do not automatically vest and become payable. Instead, awards that are not assumed by the acquiring company may vest in the discretion of the Compensation Committee.
The following table shows the vesting provisions of equity awards termination under the scenarios shown.
| Award Type | Involuntary Termination | Retirement(1) | ||||
| Performance Shares | Unvested shares forfeited | Eligible for a pro-rata portion of shares (to the extent earned) based on the number of months the NEO served during the performance | Target number of shares fully vest | |||
| RS (time-based) | Unvested shares forfeited | Unvested shares fully vest | Unvested shares fully vest | |||
| SARs | Unvested SARs forfeited. May exercise vested SARs | Unvested SARs continue to vest in the normal course. Vested SARs exercisable until the 10th anniversary of the grant | Unvested SARs fully vest. Following disability termination, vested SARs are exercisable for the earlier of 90 days after the termination date or the 10th anniversary of the grant date. Upon death (or if the NEO dies within 90 days of termination due to |
| (1) | Retirement means that the NEO has terminated employment with the Company, is at a minimum age of 55, and the executive’s age plus years of service with the Company equals or exceeds 70. |
In 2016, the Board of Directors amended the Equity Plan to eliminate the single trigger vesting of equity awards upon a change in control. Under the amended Equity Plan, awards granted on or after December 6, 2016 will no longer automatically become vested and payable upon a change in control, rather the awards will be subject to the discretion of the Compensation Committee in the event they are not assumed by the acquiring company. The table below shows the treatment of equity awards upon a change in control:
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 61 |
| Change in Control | Change in Control and Involuntary Termination | ||
| Unless otherwise determined by the Compensation Committee, unvested time-based RS and SARs will be assumed by the acquirer and continue to vest. Treatment of unvested | Unvested awards fully vest only if the NEO is involuntarily terminated without cause within 12 months following a change in |
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement50
Short-Term Incentive Award Plans
In 2017, the NEOs participated in the Senior Plan or the Incentive Plan, as applicable. In the event of involuntary termination, the NEOs would be entitled to receive a pro-rated portion of their target short-term incentive award earned through the date of termination pursuant to the Severance Policy (as discussed above). If a NEO’s employment is terminated due to retirement, death or disability, generally the executive would also receive a pro-rated incentive award earned through the date of termination. In the event of a change in control, the NEOs would only be eligible to receive the short-term incentive award benefits prescribed under their CIC Agreements discussed below.
Change in Control ServiceSeverance Agreements
The CompanyEach of our continuing NEOs is a party to a CIC Agreements with the NEOs which provideAgreement, that provides severance benefits in the event of a termination of employment by the executive for good reason or by the Company (other than for cause or due to the executive’s death, disability or retirement) within two years after a change in control or, in certain circumstances, in anticipation of a change in control. CIC Agreements are only granted to officers, and only with the approval of the Board of Directors upon the recommendation of the Compensation Committee. The Compensation Committee and the Board of Hubbell intend for these agreements foster a stable work environment by reinforcing and encouraging executives’ continued attention and dedication to job responsibilities without the personal distraction or conflict of interest that could arise from concerns about a potential change in control.
A “change in control” is generally defined as a change in the majority of the Company’s Board of Directors during any 12 month period, the acquisition by a party directly or indirectly of 30% or more of the voting power of the Company during any 12 month period, a sale of substantially all of the Company’s assets, andor the acquisition by a party of more than 50% of either the voting power of the Company or the fair market value of the Company. CIC Agreements may only be granted with the approval of the Board of Directors upon the recommendation of the Compensation Committee.
In the event of a change in control, the benefits provided to the NEOs under their CIC Agreements are as follows:
| • |
| Continued medical, dental, vision and life insurance benefits | ||
| • | A lump sum payment of the |
| • | A lump sum payment of the pro-rated portion of their target annual short-term incentive award |
| The incremental value of additional age and service credit under all applicable Supplemental Plans (subject to the terms of each plan freeze) payable as a lump sum. |
| Outplacement services up to 12 months following termination at a cost not to exceed the lesser of 15% of the NEO’s annual base |
The CIC Agreements contain a provision wherebyprovide that the severance multiple iswill be reduced in monthly increments over the two-year period following the NEO’s 63rdbirthday until it reaches one timesis equivalent to the executive’s base salary and average short-term incentive award. Payments under the CIC Agreements are offset by severance or similar payments and/or benefits received by the executive under any other Company plan or policy. The CIC Agreements also provide that if an executive would have otherwise incurred excise taxes under Section 4999 of the Code, such paymentsthe benefits under the CIC Agreement may be reduced to the “safe harbor amount” so that no excise taxes would be due, if such reduction would result in the executive being in a better net after taxafter-tax position. The CIC Agreements do not provide for any tax gross up in the event the payments are not reduced and thus the executivegross-up; executives would be required to pay any excise taxes due under Section 4999 of the Code. No benefits are payable under the CIC Agreements if a NEO is terminated for “cause” or if the NEO terminates employment other than for “good reason” as defined in the CIC Agreements.
The Company has established a grantor trust to secure the benefits to be provided under the CIC Agreements, the Executive Plan, DB Restoration Plan, DC Restoration PlanNon-Qualified Supplemental Retirement Plans and other plans maintained by the Company for the benefit of members of the Company’s senior management.
Supplemental PlansFor additional information relating to change in control benefits, see the Severance and Change in Control Benefits section on pages 51-52.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 62 |
The Company does not have employment agreements with any of the NEOs.
The Company entered into a Transition and Separation Agreement with Mr. Connolly on June 6, 2023 (the “Separation Agreement”) in connection with his retirement from the Company effective July 1, 2023 (the “Separation Date”). In connection with his announced retirement, Mr. Connolly received compensation and benefits payable under the Separation Agreement to: (i) assist the new HUS segment President, Mr. Gumbs, transition to his new role; (ii) provide continuity to Hubbell and the Utility Solutions segment during Mr. Connolly’s employment in 2023 in advance of his planned retirement; and (iii) recognize the strong performance of the Utility Solutions segment during his leadership tenure.
Mr. Connolly received: (i) a separation payment in a lump sum amount of $610,000 (or fifty-two (52) weeks of base pay), less applicable withholding; (ii) an amount equal to $1,704,281, representing the approximate value of his unvested long-term equity incentive awards, that were due to vest in February 2024 ($888,769 was paid in 2023 and the remainder was paid in February 2024); (iii) $228,750, representing the value of his 2023 STI payment, at target and pro-rated for a period of six months; and (iv) continuation of benefits through March 31, 2024. The Separation Agreement also contains a release of claims against the Company.
Under the terms of the Supplemental Plans,DB Restoration Plan, upon a termination of employment due to disability, a participant is entitled to an unreduced immediate pension benefit based upon such participant’s service projected to age 65 (subject toas of the terms ofdate service was frozen under each plan freeze)(February 28, 2017, for the DB Restoration Plan).
CertainAmong other provisions, of the ExecutiveDB Restoration Plan do not take effect until the occurrence of certain change in control events. Among others, provisions in the Executive Plan provideprovides for the (i) suspension, reduction or termination of benefits in cases of gross misconduct by a participant; (ii) forfeiture of benefits if a retired participant engages in certain competitive activities; and (iii) reduction in benefits upon early retirement; and (iv) offset of amounts which a participant may then owe the Company against amounts then owing the participant under the Executive Plan are automatically deleted upon the occurrence ofretirement. However, after a change inof control, event. In addition, a participant’s years of service with the Company (as calculated for the purpose of determining eligibility for Supplementalthe DB Restoration Plan benefits) and Supplemental Plan benefits accrued prior to the change in control event may not be reduced after the occurrence of a change in control.reduced. If a participant’s employment is terminated within 2 years after a change in control, unless the participant elects to receive a distribution of Supplemental Plan benefits in installment payments, the participant will receive payment of DB Restoration Plan benefits in one lump sum within 10 days after termination.
All amounts owed under the DC Restoration Plan are paid in a lump sum within 60 days following a change in control.
As described above, the CIC Agreements also provide for additional incremental benefits based on age and service credit, to the extent applicable, under the Supplemental Plans upon qualifying terminations of employment in connection with a change in control.
HUBBELL INCORPORATED -Potential Payments2018 Annual Meeting of Shareholders & Proxy Statement51
The following table reflects the estimated incremental post-termination amounts that would have been payable to aeach NEO on December 31, 20172023, in the event of death, disability, involuntary termination without cause, retirement, or a change in control andcombined with an involuntary termination. There is no incremental benefittermination (other than for Mr. Connolly, whose table entries show his actual payment entitlements upon termination on July 1, 2023 as outlined in his Separation Agreement described above). No benefits are provided to aan NEO solely upon a change in control unless such officer also experiences a qualifying termination following a change in control.termination. The amounts in the table are calculated in accordance with the terms of the applicable plans, policies and agreements described in the preceding tableabove and assume that the NEO has met the applicable eligibility requirements. The amounts in the table DO NOTdo not include (i) any value that would be realized upon the exercise of vested SARs andor settlement of vested Performance Shares or RS to the extent the awards were vested prior to December 31, 2023, by their terms, or (ii) the estimated value of vested and accrued pension benefits that would be received upon any termination of employment under the terms of the Company’s retirement plans.
HUBBELL INCORPORATED|2024 PROXY STATEMENT 63 Post-Employment and Change in Control Payment Table
| Name | Severance(1) ($) | Equity Awards with Accelerated Vesting(2)(3) ($) | Pension Benefits(4) ($) | Welfare Benefits(5) ($) | Total ($) |
| D. G. Nord | |||||
| Death | — | 16,640,052 | — | — | 16,640,052 |
| Disability | — | 16,640,052 | — | — | 16,640,052 |
| Involuntary Termination | 2,135,284 | 4,226,262 | — | 172,068 | 6,533,614 |
| Retirement | — | 4,226,262 | — | — | 4,226,262 |
| Change in Control and Involuntary Termination(6) | 4,775,257 | 16,640,052 | 3,728,999 | 206,769 | 25,351,077 |
| W. R. Sperry | |||||
| Death | — | 4,449,972 | — | — | 4,449,972 |
| Disability | — | 4,449,972 | — | — | 4,449,972 |
| Involuntary Termination | 820,772 | — | — | 95,532 | 916,304 |
| Change in Control and | |||||
| Involuntary Termination(6) | 1,835,946 | 4,449,972 | — | 129,513 | 6,415,431 |
| R. R. Ruland | |||||
| Death | — | 2,446,839 | — | — | 2,446,839 |
| Disability | — | 2,446,839 | — | — | 2,446,839 |
| Involuntary Termination | 888,144 | 617,692 | — | 82,184 | 1,588,020 |
| Retirement | — | 617,692 | — | — | 617,692 |
| Change in Control and | |||||
| Involuntary Termination(6) | 1,166,340 | 2,446,839 | — | 95,795 | 3,708,974 |
| A. Hsieh | |||||
| Death | — | 3,154,386 | — | — | 3,154,386 |
| Disability | — | 3,154,386 | — | — | 3,154,386 |
| Involuntary Termination | 557,992 | — | — | 79,032 | 637,024 |
| Change in Control and | |||||
| Involuntary Termination(6) | 1,550,726 | 3,154,386 | — | 116,195 | 4,821,307 |
| G. W. Bakker | |||||
| Death | — | 2,897,487 | — | — | 2,897,487 |
| Disability | — | 2,897,487 | 359,588 | — | 3,257,075 |
| Involuntary Termination | 1,033,964 | — | — | 94,446 | 1,128,410 |
| Change in Control and | |||||
| Involuntary Termination(6) | 1,151,423 | 2,897,487 | 105,009 | 110,453 | 4,264,372 |
| Name | Severance(1) ($) | Equity Awards with Accelerated Vesting(2)(3) ($) | Pension Benefits(4) ($) | Welfare Benefits(5) ($) | Total ($) | |||||
| Gerben W. Bakker | ||||||||||
| Death | — | 24,931,395 | — | — | 24,931,395 | |||||
| Disability(6) | — | 24,931,395 | — | — | 24,931,395 | |||||
| Involuntary Termination(7) | 2,970,012 | 6,048,035 | — | 87,050 | 9,105,097 | |||||
| Retirement(8) | — | 6,048,035 | — | — | 6,048,035 | |||||
| Change in Control and Involuntary Termination(9),(10),(11) | 4,291,016 | 24,931,395 | 691,742 | 115,798 | 30,029,951 | |||||
| William R. Sperry | ||||||||||
| Death | — | 9,644,412 | — | — | 9,644,412 | |||||
| Disability(6) | — | 9,644,412 | — | — | 9,644,412 | |||||
| Involuntary Termination(7) | 1,478,760 | 2,342,640 | — | 69,740 | 3,891,140 | |||||
| Retirement(8) | — | 2,342,640 | — | — | 2,342,640 | |||||
| Change in Control and Involuntary Termination(9),(10),(11) | 2,509,885 | 9,644,412 | — | 96,880 | 12,251,177 | |||||
| Allan J. Connolly | ||||||||||
| Death | N/A | N/A | N/A | N/A | N/A | |||||
| Disability(6) | N/A | N/A | N/A | N/A | N/A | |||||
| Involuntary Termination(7) | 838,750 | 1,704,281 | — | 65,048 | 2,608,079 | |||||
| Change in Control and Involuntary Termination(9),(10),(11) | N/A | N/A | N/A | N/A | N/A | |||||
| Mark E. Mikes | ||||||||||
| Death | — | 2,521,671 | — | — | 2,521,671 | |||||
| Disability(6) | — | 2,521,671 | — | — | 2,521,671 | |||||
| Involuntary Termination(7) | 1,304,964 | 811,471 | — | 76,988 | 2,193,423 | |||||
| Retirement(8) | — | 811,471 | — | — | 811,471 | |||||
| Change in Control and Involuntary Termination(9),(10),(11) | 949,298 | 2,521,671 | 203,489 | 88,694 | 3,763,152 | |||||
| Katherine A. Lane | ||||||||||
| Death | — | 4,542,627 | — | — | 4,542,627 | |||||
| Disability(6) | — | 4,542,627 | — | — | 4,542,627 | |||||
| Involuntary Termination(7) | 927,484 | — | — | 59,412 | 986,896 | |||||
| Change in Control and Involuntary Termination(9),(10),(11) | 1,259,450 | 4,542,627 | — | 71,566 | 5,873,643 | |||||
| Gregory A. Gumbs | ||||||||||
| Death | — | 438,813 | — | — | 438,813 | |||||
| Disability(6) | — | 438,813 | — | — | 438,813 | |||||
| Involuntary Termination(7) | 542,498 | — | — | 53,354 | 595,852 | |||||
| Change in Control and Involuntary Termination(9),(10),(11) | 697,802 | 438,813 | — | 66,634 | 1,203,249 |
| (1) |
| The amounts reported in theSeverancecolumn |
| (2) | The amounts reported in theEquity Awards with Accelerated Vesting column reflect the value realized by the NEO upon the exercise of all unvested SARs, the vesting of all unvested |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 64 |
| (3) | For |
| (4) | The amounts reported in the | |
| (5) | The amounts reported in the Welfare Benefits column include the payment of outplacement services for the NEOs for up to twelve months and insurance benefit continuation calculated in accordance with the terms of the Senior Severance Policy and CIC Agreements, as applicable. | |
| (6) | The amounts reported in the “Disability” rows are calculated based on a |
| (7) | |
| (8) | “Retirement,” for purposes of this row, refers to a voluntary termination by the NEO (after age 55 and 10 years of service). In addition to the amounts described in this chart, the executive will be entitled to payout of the amounts described under the Pension Benefit Calculations section discussed on page 59. |
| (9) | The amounts reported in the |
| (10) | |
| (11) | No benefits shall automatically become payable to the NEOs upon a change in control (as defined in the Equity Plan) due to their unvested |
HUBBELL INCORPORATED -2018 Annual Meeting
The SEC requires annual disclosure of Shareholders & Proxy Statement the ratio of the CEO’s annual total compensation to the annual total compensation of the Company’s median employee.
Mr. Bakker had 2023 annual total compensation of $9,666,284 as reflected in the “Total” column reported in the Summary Compensation Table on page 53. Hubbell’s median employee’s annual total compensation for 2023, as described more fully below, was estimated as $49,030. As a result, we estimate that Mr. Bakker’s annual compensation was approximately 197 times that of Hubbell’s median employee.
There have not been any significant changes to our employee base, our compensation program or our median employee’s situation that would significantly affect our pay ratio disclosure. Accordingly, as permitted by SEC rules, we calculated the 2023 pay ratio using the same median employee we used for purposes of calculating our 2022 pay ratio. What follows is a description of the methodology used from 2022. Pursuant to Instruction 7 to Item 402(u), Hubbell is omitting from its pay ratio calculation those employees that became employees of the Company in 2023 as a result of the Electro Industries/GaugeTech, Balestro and Systems Control acquisitions which aggregated to 1,262 of Hubbell’s 18,300 employees as of December 31, 2023.
For our 2022 proxy, we identified the median of the annual total compensation of all our employees by examining the 2022 annual salary for all employees, excluding the CEO, who were employed by us on November 15, 2022, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2022, as well as our payroll records for all non-U.S. entities. We selected November 15, 2022 because it enabled us to make such identification in a reasonably efficient and economical manner. We did not make any assumptions, adjustments, or estimates with respect to this compensation measure and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2022. After identifying the median employee, we calculated annual total compensation for 2023 for such employee in accordance with SEC rules.
Due to the use by other companies of estimates, assumptions, adjustments, and statistical sampling permitted by SEC rules, pay ratio disclosures generally may involve a degree of imprecision. Accordingly, our pay ratio is merely a reasonable estimate calculated in a manner consistent with SEC Rules and may not be comparable to the pay ratio disclosures of other companies.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 65 |
The following table provides information about the relationship between the compensation paid to Hubbell’s executives and the Company’s financial performance.
| Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment Based on: | Net Income from Continuing | |||||||||||||||||
| Year | Summary Compensation Table Total for PEO 1 ($)(1) | Compensation Actually Paid to PEO 1 ($)(2) | Summary Compensation Table Total for PEO 2 ($)(1) | Compensation Actually Paid to PEO 2 ($)(2) | for Non- PEO Named Executive Officers ($)(1) | to Non-PEO Named Executive Officers ($)(2) | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | Operations Attributable to Hubbell ($ millions) | Adjusted Diluted EPS(5) | ||||||||||
| 2023 | 9,666,284 | 25,195,604 | N/A | N/A | 2,755,598 | 4,109,289 | 241.91 | 150.48 | 759.8 | |||||||||||
| 2022 | 8,145,111 | 16,337,722 | N/A | N/A | 2,343,695 | 4,107,995 | 169.88 | 119.67 | 511.3 | |||||||||||
| 2021 | 6,088,700 | 12,169,471 | N/A | N/A | 2,180,790 | 3,924,025 | 147.66 | 146.76 | 365.0 | |||||||||||
| 2020 | 6,674,686 | 5,334,561 | 8,981,039 | 7,598,826 | 2,228,169 | 2,320,228 | 108.90 | 118.61 | 330.0 | |||||||||||
| (1) | Gerben W. Bakker became Chief Executive Officer, effective October 1, 2020, and is reflected in the tables above and below as Principal Executive Officer (“PEO”) 1. Prior to that, David G. Nord served as Chief Executive Officer, and he is reflected in the tables as PEO2. The non-PEO NEOs for 2023 were William R. Sperry, Allan J. Connolly, Gregory A. Gumbs, Katherine A. Lane, Mark E. Mikes; and for 2022 were William R. Sperry, Allan J. Connolly, Peter J. Lau, Katherine A. Lane and Alyssa R. Flynn; and for 2021 were William R. Sperry, Allan J. Connolly, Peter J. Lau and Katherine A. Lane; and for 2020 were William R. Sperry, Allan J. Connolly, Stephen M. Mais, and Rodd R. Ruland. |
| (2) | Compensation Actually Paid (“CAP”) reflects the exclusions and inclusions for the PEOs and NEOs set forth below. |
| (3) | Dollar values assume $100 was invested for the cumulative period from December 31, 2019 through December 31, 2023, in either the Company or the peer group, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. |
| (4) | For purposes of this disclosure, the peer group used is the Dow Jones U.S. Electrical Components & Equipment Index. |
| (5) | “Adjusted Diluted EPS” was determined to be the “most important” financial performance metric used to link performance to CAP for 2023. Adjusted Diluted EPS is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |
| (1) | Gerben W. Bakker became Chief Executive Officer, effective October 1, 2020, and is reflected in the tables above and below as Principal Executive Officer (“PEO”) 1. Prior to that, David G. Nord served as Chief Executive Officer, and he is reflected in the tables as PEO2. The non-PEO NEOs for 2023 were William R. Sperry, Allan J. Connolly, Gregory A. Gumbs, Katherine A. Lane, Mark E. Mikes; and for 2022 were William R. Sperry, Allan J. Connolly, Peter J. Lau, Katherine A. Lane and Alyssa R. Flynn; and for 2021 were William R. Sperry, Allan J. Connolly, Peter J. Lau and Katherine A. Lane; and for 2020 were William R. Sperry, Allan J. Connolly, Stephen M. Mais, and Rodd R. Ruland. |
| (2) | Compensation Actually Paid (“CAP”) reflects the exclusions and inclusions for the PEOs and NEOs set forth below. |
| PEO 1: Gerben W. Bakker | 2023 | 2022 | 2021 | 2020 | ||||||
| Summary Compensation Table Total | 9,666,284 | 8,145,111 | 6,088,700 | 6,674,686 | ||||||
| Less: | Aggregate grant date fair value of restricted stock and performance shares granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | (4,249,556) | (3,579,025) | (3,130,670) | (2,541,156) | |||||
| Less: | Aggregate grant date fair value of SARs granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | (1,394,918) | (1,174,988) | (1,025,488) | (838,512) | |||||
| Plus: | The fair value as of the end of the fiscal year of unvested equity awards granted in that year | 10,631,950 | 8,505,609 | 6,411,661 | 3,663,876 | |||||
| Plus: | The change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year | 6,757,770 | 2,784,556 | 3,216,228 | (55,020) | |||||
| Plus: | The change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year | 3,784,074 | 1,656,459 | 601,582 | 147,663 | |||||
| Plus: | Dividends or other earnings paid in stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | |||||
| Plus: | Awards that are granted and vest in the same year, the fair value as of the vesting date | — | — | — | — | |||||
| Less: | Aggregate change in the actuarial present value of accumulated benefit under the retirement plans in which they participate | — | — | — | (1,716,976) | |||||
| Less: | Awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | — | — | — | — | |||||
| Plus: | Service costs, or the actuarial present value of applicable benefit under all such plans attributable to services rendered during the applicable fiscal year and any prior service costs, where applicable | — | — | 7,458 | — | |||||
| Compensation Actually Paid to PEO 1 | 25,195,604 | 16,337,722 | 12,169,471 | 5,334,561 | ||||||
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 66 |
| PEO 2: David G. Nord | 2023 | 2022 | 2021 | 2020 | ||||||
| Summary Compensation Table Total | N/A | N/A | N/A | 8,981,039 | ||||||
| Less: | Aggregate grant date fair value of restricted stock and performance shares granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | N/A | N/A | N/A | (3,862,554) | |||||
| Less: | Aggregate grant date fair value of SARs granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | N/A | N/A | N/A | (1,274,491) | |||||
| Plus: | The fair value as of the end of the fiscal year of unvested equity awards granted in that year | N/A | N/A | N/A | 5,569,030 | |||||
| Plus: | The change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year | N/A | N/A | N/A | (770,376) | |||||
| Plus: | The change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year | N/A | N/A | N/A | 1,026,483 | |||||
| Plus: | Dividends or other earnings paid in stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | N/A | N/A | N/A | — | |||||
| Plus: | Awards that are granted and vest in the same year, the fair value as of the vesting date | N/A | N/A | N/A | — | |||||
| Less: | Aggregate change in the actuarial present value of accumulated benefit under the retirement plans in which they participate | N/A | N/A | N/A | (2,070,305) | |||||
| Less: | Awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | N/A | N/A | N/A | — | |||||
| Plus: | Service costs, or the actuarial present value of applicable benefit under all such plans attributable to services rendered during the applicable fiscal year and any prior service costs, where applicable | N/A | N/A | N/A | — | |||||
| Compensation Actually Paid to PEO 2 | N/A | N/A | N/A | 7,598,826 | ||||||
| Non-PEO Named Executive Officers | 2023 | 2022 | 2021 | 2020 | ||||||
| Summary Compensation Table Total | 2,755,598 | 2,343,695 | 2,180,790 | 2,228,169 | ||||||
| Less: | Aggregate grant date fair value of restricted stock and performance shares granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | (645,123) | (776,747) | (834,774) | (879,657) | |||||
| Less: | Aggregate grant date fair value of SARs granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | (307,501) | (254,992) | (273,441) | (253,122) | |||||
| Plus: | The fair value as of the end of the fiscal year of unvested equity awards granted in that year | 1,597,127 | 1,845,901 | 1,709,616 | 1,226,859 | |||||
| Plus: | The change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year | 890,754 | 623,409 | 884,446 | (87,273) | |||||
| Plus: | The change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year | 521,081 | 326,729 | 257,388 | 135,936 | |||||
| Plus: | Dividends or other earnings paid in stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | |||||
| Plus: | Awards that are granted and vest in the same year, the fair value as of the vesting date | — | — | — | — | |||||
| Less: | Aggregate change in the actuarial present value of accumulated benefit under the retirement plans in which they participate | — | — | — | (50,684) | |||||
| Less: | Awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | (702,647) | — | — | — | |||||
| Plus: | Service costs, or the actuarial present value of applicable benefit under all such plans attributable to services rendered during the applicable fiscal year and any prior service costs, where applicable | — | — | — | — | |||||
| Compensation Actually Paid to Non-PEO Named Executive Officers | 4,109,289 | 4,107,995 | 3,924,025 | 2,320,228 | ||||||
| (3) | Dollar values assume $100 was invested for the cumulative period from December 31, 2019 through December 31, 2023, in either the Company or the peer group, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. |
| (4) | For purposes of this disclosure, the peer group used is the Dow Jones U.S. Electrical Components & Equipment Index. |
| (5) | “Adjusted Diluted EPS” was determined to be the “most important” financial performance metric used to link performance to CAP for 2023. Adjusted Diluted EPS is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 67 |
Most Important Measures to Determine CAP for the fiscal year ended December 31, 2023
The four measures listed in the table below represent the most important metrics we used to determine CAP for the fiscal year ended December 31, 2023, as further described in the CD&A section beginning on page 32.
| Most Important Measures |
| Adjusted Diluted Earnings Per Share (EPS)(1) |
| Relative Sales Growth |
| Adjusted Operating Profit Margin(1) |
| Relative Total Shareholder Return |
| (1) | Adjusted diluted earnings per share and adjusted operating profit margin are non-GAAP financial measures. A reconciliation to the comparable GAAP financial measures can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |
The following is a graphic illustration of the connection between pay and performance:
| (1) | Adjusted diluted earnings per share and adjusted operating profit margin are non-GAAP financial measures. A reconciliation to the comparable GAAP financial measures can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 68 |
Ratification of the Selection of Independent Registered Public RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - PROPOSAL 2Accounting Firm
The Audit Committee of the Board of Directors, which consists entirely of independent Directors, is responsible for the appointment, compensation, retention, evaluation and termination of the Company’s independent registered public accounting firm (independent auditor). The Audit Committee is also responsible for overseeing the negotiation of the audit fees associated with the retention of the independent auditor.
The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent auditor for 2018. In executing2024. PricewaterhouseCoopers LLP has served as the Company’s independent auditors since at least 1961. The Audit Committee periodically takes into consideration whether there should be a regular rotation of the independent auditor. The Audit Committee and Hubbell’s Board of Directors believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent external audit firm for 2024 is in the best interests of the Company and its responsibilities, theshareholders.
The Audit Committee engages in an annual evaluation of the independent auditor’s qualifications, performance and independence. TheIn addition, the Audit Committee regularly meets with the lead audit partner without members of management present, which provides the opportunity for continuous assessment of the independent auditor’s effectiveness and independence and for consideration of rotating audit firms.
Although ratification of our selection of independent auditors is not required, we value the opinions of our shareholders and wish to submit the matter to a vote at the 2018 Annual Meeting as a matter of sound corporate governance.
PricewaterhouseCoopers LLP has served as the Company’s independent auditors since at least 1961. The Audit Committee periodically takes into consideration whether there should be a regular rotation of the independent auditor. Additionally, inIn accordance with SEC rules, the independent auditor’s lead engagement partner rotates every five years. The Audit Committee is directly involved in the selection of the independent auditor’s lead engagement partner.
The Audit Committee of the Board of Directors believes that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent external audit firm for 2018 is in the best interests of the Company and its shareholders. We have been advised that aA representative of PricewaterhouseCoopers LLP will attend the 20182024 Annual Meeting of Shareholders to respond to appropriate questions and will be afforded the opportunity to make a statement if desired.
Although ratification of our selection of independent auditors is not required, we value the opinions of our shareholders and wish to submit the matter to a vote at the 2024 Annual Meeting as a matter of sound corporate governance. In the event the selection of PricewaterhouseCoopers LLP is not ratified by the shareholders, the Audit Committee would reconsider the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor. Even if the selection of independent auditors is ratified, the Audit Committee still retains the discretion to select a different independent auditor at any time if it determines that such a change would be in the best interests of the Company and our shareholders.
The affirmative vote of a majority of the votes cast by the holders of our Common Stock is required to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firmfirm. This means that the number of votes cast “FOR” the Company.proposal must exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered to be votes cast and therefore will not affect the voting results. Brokers have the discretionary authority to vote on the ratification of auditors and therefore we do not expect any broker non-votes in connection with the ratification.
|
this proposal.
The following table shows the aggregate fees for professional services provided by PricewaterhouseCoopers LLP to the Company and its subsidiaries for the years ended December 31, 2017 and December 31, 2016:THE BOARD UNANIMOUSLY RECOMMENDS A VOTE 
FOR THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP.
| 2017 | 2016 | ||||
| Audit Fees(1) | $ | 3,188,000 | $ | 2,810,000 | |
| Audit-Related Fees(2) | 307,000 | 57,000 | |||
| Tax Fees(3) | 25,000 | 15,000 | |||
| All Other Fees(4) | 6,000 | 184,000 | |||
| TOTAL FEES | $ | 3,526,000 | $ | 3,066,000 |
HUBBELL INCORPORATED -2018 Annual Meeting of Shareholders & Proxy Statement 53
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 69 |
PricewaterhouseCoopers LLP provided the following audit and other services during 2022 and 2023.
| 2022 | 2023 | |||||||
| Audit Fees | $ | 3,892,750 | $ | 4,580,000 | • Audit Fees consist primarily of the annual integrated audit of the Company’s annual consolidated financial statements, and internal control over financial reporting, review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements. | |||
| Audit Related Fees | $ | 212,000 | $ | 1,228,000 | • Audit Related Fees primarily include accounting advisory services as well as quality of earnings support associated with acquisition and divestiture related activity. In addition, Audit Related Fees include assurance and related services that are reasonably related to performance of the audit of the Company’s consolidated financial statements and are not reported under Audit Fees. | |||
| All Other Fees | $ | 6,900 | $ | 8,000 | • All Other Fees are primarily for products and services other than the services reported above. These services are related to subscription services purchased from the independent registered public accounting firm. | |||
| TOTAL FEES | $ | 4,111,650 | $ | 5,816,000 | ||||
The Company’s Audit and Non-Audit Services Pre-Approval Policy (the “Services Policy”) sets forth the policies and procedures by which the Audit Committee reviews and approves all services to be provided by the independent auditors prior to their engagement. The Services Policy underscores the need to ensure the independence of the independent auditor while recognizing that the independent auditor may possess thehave expertise on certain matters that best positionpositions it to provide the most effective and efficient services on certain matters unrelated to accounting and auditing.
The Audit Committee will only pre-approve the services that it believes enhance the Company’s ability to manage or control risk. The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services. The Services Policy provides the Audit Committee with a description of services that can be performed such as audit, audit-related, tax and other permissible non-audit services. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent auditors. Any proposed services exceeding pre-approved amounts also requires pre-approval by the Audit Committee. In the interim periods during which the Audit Committee is not scheduled to meet, the Chairman of the Audit Committee can authorize spending which exceeds pre-approved levels. As part of the process, the Audit Committee shall considerauditors and considers whether such services are consistent with SEC rules and regulations on auditor independence. Any proposed services exceeding pre-approved amounts also require pre-approval by the Audit Committee. In the interim periods between Audit Committee meetings, the Chair of the Audit Committee can authorize spending that exceeds pre-approved levels.
During 2023, all audit services, audit-related services, and other services provided by PricewaterhouseCoopers LLP were pre-approved by the Audit Committee.
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 70 |
The Audit Committee of the Board of Directors is comprisedmade up of independent Directors functioning in accordance with a written charter last revised, adopted and approved by the Board of Directors effective December 6, 2017,May 4, 2021, which Charter is reviewed annually by the Audit Committee. As provided in the Charter, the Audit Committee assists the Company’s Directors in fulfilling their responsibilities relating to corporate accounting, the quality and integrity of the Company’s financial reports, and the Company’s reporting practices. The functions of the Audit Committee are further described in the “Corporate Governance” section on page 19.18.
In connection with the discharge of its responsibilities, the Audit Committee has taken a number of actions, including, but not limited to, the following:
| • | The Audit Committee reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements. |
| • | The Audit Committee |
| • | The Audit Committee received from the independent registered public accounting firm the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, discussed their independence with them, and satisfied itself as to the independence of the independent registered public accounting firm. |
Based on the foregoing reviews and discussions, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for filing2023 filed with the SEC.
Audit Committee
Steven R. Shawley,Bonnie C. Lind, Chair
Carlos M. Cardoso
Debra L. Dial
Rhett A. Hernandez
John F. Malloy
Judith F. Marks
HUBBELL INCORPORATED-2018 Annual Meeting of Shareholders & Proxy Statement 54
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS - PROPOSAL 3
We have determined that our shareholders should vote on the compensation of our NEOs each year, consistent with the preference expressed by our shareholders at the 2017 Annual Meeting. In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, as amended, we are requesting shareholder approval, on an advisory (non-binding) basis, of the compensation of our NEOs as presented in this Proxy Statement in the Compensation Discussion and Analysis beginning on page 26 and the compensation tables and accompanying narrative disclosure in the Executive Compensation section beginning on page 42. It is expected that the next vote on the frequency of a vote on the compensation of our NEOs will occur at the 2023 Annual Meeting of shareholders.
Accordingly, we will present the following resolution for vote at the Annual Meeting:
“RESOLVED, that the shareholders of Hubbell Incorporated (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the 2017 Summary Compensation Table and related compensation tables and narrative disclosure as set forth in this Proxy Statement.”
As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, our executive compensation program has been designed to attract and retain highly talented executives, deliver compensation that is competitive and fair compared to relevant benchmarks, reward strong Company performance and motivate executives to maximize long-term shareholder returns. To achieve our objectives, we have adopted and maintain sound compensation governance practices and a strong pay for performance philosophy pursuant to which the greatest portion of an executive’s total direct compensation is variable and therefore linked to performance on both a short-term and long-term basis. Highlights of our program include.
Jennifer M. Pollino
| HUBBELL INCORPORATED|2024 PROXY STATEMENT |
| Back to Contents |
As an advisory vote, the outcome of this proposal is not binding upon the Company. However, our Compensation Committee and our Board value the opinions of our shareholders and will consider the outcome of this vote when making future compensation decisions for our NEOs.
The affirmative vote of a majority of the votes cast by the holders of the outstanding shares of Common Stock is required to approve, on an advisory, non-binding basis, the compensation of our named executive officers. Abstentions and broker non-votes will not affect the voting results.
HUBBELL INCORPORATED-2018 Annual Meeting of Shareholders & Proxy Statement 55
The Company will pay the cost of soliciting proxies for the 20182024 Annual Meeting. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mailfax, email, or personal solicitation by the Company’s Directors, officers or employees. No additional compensation will be paid to the Company’s Directors, officers or employees for such services. The Company has retained MacKenzie Partners, Inc. to assist in the solicitation of proxies at an estimated cost of $15,000,$20,000, plus reasonable expenses.
Section 16(a) BeneficialStock Ownership Reporting ComplianceInformation
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers, Directors and persons owning more than ten percent ofThe Company has a registeredsingle class of the Company’s equity securitiesCommon Stock and each share of Common Stock is entitled to file reports of ownership and changes in ownership of all equity and derivative securities ofone vote. On March 8, 2024, the Company withhad outstanding 53,682,772 shares of Common Stock. As of that date, there were 1,133 holders of our Common Stock. The following table sets forth as of March 8, 2024, the SEC and the NYSE. SEC regulations also require that a copy of all Section 16(a) forms filed be furnished to the Company by its officers, Directors and greater than ten-percent shareholders.
Based solely on a review of the copies of such forms and related amendments received by the Company and, where applicable, written representations from the Company’s officers and Directors that no Form 5s were required to be filed, the Company believes that during and with respect to fiscal year 2017 all Section 16(a) filing requirements applicable to its officers, Directors and beneficial owners of more than ten percent5% of any classthe Company’s Common Stock:
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||
| Common Stock | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 6,696,582 | (1) | 12.5% | |||
| Common Stock | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 3,983,321 | (2) | 7.4% |
| (1) | The Company received a copy of Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group (“Vanguard”) reporting ownership of these shares as of December 31, 2023. According to the Schedule 13G/A, Vanguard has sole voting power as to none of these shares, sole dispositive power as to 6,475,124 of these shares, shared voting power as to 67,784 of these shares, and shared dispositive power as to 221,458 of these shares. |
| (2) | The Company received a copy of Schedule 13G/A filed with the SEC on January 26, 2024, by BlackRock, Inc. (“BlackRock”) reporting ownership of these shares as of December 31, 2023. According to the Schedule 13G/A, BlackRock has sole voting power as to 3,548,807 of these shares and sole dispositive power with respect to 3,983,321 of these shares. The shares were acquired by the following subsidiaries of BlackRock: BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, Aperio Group, LLC, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, BlackRock Fund Managers Ltd. |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 72 |
| Our Directors and Officers have stock ownership requirements that align their interests with our shareholders. |
Our Corporate Governance Guidelines require every Director to own Company stock equal in value to five times their annual base cash retainer no later than the fifth anniversary of the date on which such Director receives their first annual restricted share grant. Directors who do not meet the ownership minimum must retain all Company shares they directly or indirectly obtain. All Directors satisfy the ownership requirements.
The section entitled “Stock Ownership and Retention Policy” on pages 49-50 detail stock ownership and retention requirements for the NEOs and executive officers of the Company. The Guidelines and the Stock Ownership Policy can both be viewed on the Company’s website at www.hubbell.com. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and such information is not a part of this Proxy Statement.
All executive officers, including all current NEOs, are in compliance with the Stock Ownership Policy.
The following table sets forth as of March 8, 2024 information regarding the beneficial ownership of the Company’s Common Stock by each Director, each of the NEOs, and by all Directors and current executive officers of the Company as a group.
In addition to the shares of Common Stock reflected in the Total Beneficial Ownership column below, our Directors hold stock units and restricted stock units, as applicable, under the Deferred Plan for Directors. These deferred stock units are reflected in footnotes (2) and (3) in the table below and are further detailed in the Deferred Compensation Plan section on page 29. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons listed in the table have sole investment and voting power with respect to all Company securities owned by them.
| Name and Title of Class | Common Stock | Shares Obtainable Upon Exercise of Options/SARs(1) | Total Beneficial Ownership | Aggregate No. of Stock Units Held(2) | Aggregate No. of Restricted Stock Units Held(3) | Total Ownership | |||||||
| Carlos M. Cardoso | 1,711 | — | 1,711 | (4) | 2,346 | 7,785 | 11,842 | ||||||
| Debra L. Dial | 439 | 439 | (5) | — | — | 439 | |||||||
| Anthony J. Guzzi | 6,490 | — | 6,490 | 31,834 | 13,971 | 52,295 | |||||||
| Rhett A. Hernandez | 2,020 | — | 2,020 | (4) | — | — | 2,020 | ||||||
| Neal J. Keating | 8,071 | — | 8,071 | 7,345 | 13,971 | 29,387 | |||||||
| Bonnie C. Lind | 600 | — | 600 | 2,154 | 4,372 | 7,126 | |||||||
| John F. Malloy | 18,218 | — | 18,218 | (4) | 1,767 | 1,814 | 21,799 | ||||||
| Jennifer M. Pollino | 2,020 | — | 2,020 | (4) | — | — | 2,020 | ||||||
| John G. Russell | 7,438 | — | 7,438 | (4) | 6,235 | 7,023 | 20,696 | ||||||
| Gerben W. Bakker | 45,883 | 109,361 | 155,244 | (6) | — | — | 155,244 | ||||||
| William R. Sperry | 36,419 | 15,263 | 51,682 | (6) | — | — | 51,682 | ||||||
| Allan J. Connolly(8) | — | — | — | (6) | — | — | — | ||||||
| Mark E. Mikes | 1,942 | 10,012 | 11,954 | (6) | — | — | 11,954 | ||||||
| Katherine A. Lane | 8,514 | 30,106 | 38,620 | (6) | — | — | 38,620 | ||||||
| Gregory A. Gumbs | — | — | — | (6) | — | — | — | ||||||
| All Directors and current executive officers as a group (16 persons) | 243,109 | (7) | 175,562 | 418,671 | (6)(7) | — | — | 418,671 |
| (1) | Represents shares of Common Stock obtainable upon the exercise of stock appreciation rights under the Equity Plan. See the “Outstanding Equity Awards at 2023 Fiscal Year End” section on page 57. |
| (2) | Represents stock units (each stock unit consisting of one share of Common Stock) held under the Company’s Deferred Plan for Directors, as of March 8, 2024. See the section “Deferred Compensation Plan” on page 29. |
| (3) | Represents vested and unvested restricted stock units (“RSUs”) (each RSU consisting of the right to receive one share of Common Stock) held under the Company’s Deferred Plan for Directors, as of March 8, 2024. See the “Deferred Compensation Plan” section on page 29. |
| (4) | Includes 527 shares of Common Stock granted as restricted stock under the Equity Plan, on May 2, 2023 which vest on the date of the 2024 Annual Meeting of Shareholders if the Director is still serving (or earlier, upon death or a change in control). |
| (5) | Represents shares of Common Stock granted as restricted stock under the Equity Plan, on July 1, 2023 which vest on the date of the 2024 Annual Meeting of Shareholders if the Director is still serving (or earlier, upon death or a change in control). |
| (6) | Does not include the following shares of Common Stock granted as restricted stock under the Equity Plan which vest at the end of a three-year performance period subject to achievement of certain performance goals. Mr. Bakker - 16,261, Mr. Sperry - 5,860, Mr. Gumbs - 2,040, Ms. Lane - 2,908 and Mr. Mikes - 2,957; and all executive officers as a group 32,274 shares. See the “Outstanding Equity Awards at 2023 Fiscal Year End” section on page 57. |
| (7) | Includes 100,000 shares of Common Stock held by The Hubbell Foundation of which two corporate officers and two senior employees of the Company are co-trustees and have shared voting and investment power. |
| (8) | Mr. Connolly’s last day with the Company was July 1, 2023. |
| HUBBELL INCORPORATED|2024 PROXY STATEMENT | 73 |
During our last completed fiscal year,Throughout 2023, no member of the Compensation Committee was an employee, officer or former officer of the Company.Company, or had any relationship requiring disclosure under Item 407 of Regulation S-K. None of our executive officers served on the board or compensation committee of any entity in 20172023 that had an executive officer serving as a member of our Board of Directors or Compensation Committee.
Review and Approval of Related Person Transactions
The Board of Directors has adopted a written related person transaction policy. The NCGC administers the policy, which applies to all transactions where the amount exceeds $100,000 and in which the Company is or will be a participant on one side and the amount exceeds $100,000 and in which anya related person wasis or will be a participant or had, has, or will be a participant or have, a direct or indirect material interest.interest on the other side. A related person includes any person who is or was since the beginning of the last fiscal year a Director, executive officer, nominee for Director or beneficial owner of more than 5% of the Company’s Common Stock, or any of his or hersuch person’s immediate family members. The NCGC will determine, based on the facts and circumstances it deems appropriate, whether such related person transaction should be approved. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the Company’s Proxy Statement. For fiscal year 2017,2023, the Company had no related person transactions that were required to be disclosed in the Company’s Proxy Statement.under Item 404 of Regulation S-K. See the discussion under “Director Independence” above on page 19.20.
Shareholder Proposals and Nominations for Director
Proposals and other items of business described below that must be delivered in writing should be directed to Hubbell Incorporated c/o Katherine A. Lane, Senior Vice President, General Counsel and Secretary, 40 Waterview Drive, Shelton, Connecticut 06484.
The proxy access provision of the Company’s By-Laws permits a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding Common Stock continuously for at least three years to nominate and include in the Company’s proxy materials for an annual meeting director candidates constituting up to the greater of two individuals or 20% of the number of members then serving on our Board. The Company’s By-Laws also specify other requirements for the nominating shareholder(s) and the nominee(s). Assuming that our 2025 annual meeting is not advanced by more than 20 days or delayed by more than 70 days from the first anniversary of the date of the 2024 annual meeting, we must receive the notice of a proxy access nomination for the 2025 annual meeting no earlier than February 6, 2025, and no later than February 26, 2025, for the nomination to be considered.
Shareholder proposals to be considered for inclusion in the Company’s proxy materials related to the 20192025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must be received by the Company in writing no later than November 15, 2018.
25, 2024.
Proposals Not Intended for Inclusion in the
20192025 Proxy Materials
The Company’s By-Laws set forth specific procedures and requirements in orderpermit shareholders to nominate a directorDirector or submit a proposal to be considered at the 20192025 Annual Meeting of Shareholders. TheseShareholders, subject to specific procedures require that anyand requirements. Any such nominations or proposals must be received by the Company in writing no earlier than January 31, 2019,February 6, 2025, and no later than February 20, 2019,26, 2025, in order to be considered.
If, however, However, if the date of the 20192025 Annual Meeting is more than 20 days before or more than 70 days after May 1, 2019,7, 2025, shareholders must submit such nominations or proposals not earlier than the 90th 90th day prior to the meeting and
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not later than the close of business on the later of the 70th 70th day prior to the meeting or the 10th 10th day following the day on which public announcement of the date of the meeting is first made by us. In addition, with respect to nominations for Directors, if the number of Directors to be elected at the 20192025 Annual Meeting is increased and there is no public announcement by us naming all of the nominees for Director or specifying the size of the increased Board at least 80 days prior to May 1, 2019,7, 2025, notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary at our principal executive offices in writing not later than the close of business on the 10th 10th day following the day on which such public announcement is first made by us.
A shareholder’s notice to nominate a directorDirector or bring any other business before the 20192025 Annual Meeting must set forth certain information specified in our By-Laws. For additional information on the time limitations and requirements related to directorDirector nominations or other shareholder proposals, see the Company’s By-Laws at www.hubbell.com in the InvestorsCorporate Governance section. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and such information is not a part of this Proxy Statement.
By Order
In addition to satisfying the foregoing notice requirements under our By-Laws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 10, 2025.
A single annual report and proxy statement or notice of internet availability of proxy materials may be delivered to multiple shareholders who share an address unless one of the Boardaffected shareholders has given contrary instructions. This is known as “householding,” and it helps us reduce the cost and environmental impact of Directorsprinting and mailing our proxy materials. If at any time, a shareholder no longer wishes to participate in “householding” and would prefer to receive such shareholder’s own copy of our proxy materials-either now or in the future-or if at any time, shareholders who share an address and receive separate copies of our proxy materials would like to receive a single copy of these documents in the future, such shareholder or shareholders may (1) notify their broker or (2) direct their written or oral request to our transfer agent, Computershare, via regular mail to Computershare, PO Box 43078, Providence, RI 02940-3078, or by phone, toll-free at 800-874-1136. Our transfer agent will promptly comply with any such request.
Hubbell Incorporated
Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (without exhibits or documents incorporated by reference therein) will be sent without charge to shareholders upon written request to Hubbell Incorporated c/o Katherine A. Lane, Senior Vice President, General Counsel and Secretary, 40 Waterview Drive, Shelton, Connecticut
March 15, 2018
HUBBELL INCORPORATED -2018 06484, or by calling (475) 882-4144, by first class mail or other equally prompt means within one business day of receipt of such request. Our Annual MeetingReport is also available on the Investor Relations page of Shareholders &our website, www.hubbell.com. The reference to our website address does not constitute incorporation by reference of the information contained on the website, and such information is not a part of this Proxy Statement57Statement.
Designed & published by 
labrador-company.com
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0000356348_1 R1.0.1.17
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement, Annual Report on Form 10K are available atwww.proxyvote.com
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