HUBBELL INCORPORATED
2022 Annual Report
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HomeHome | Board of Directors  | 
Director Since: 2020
Age: 58
Chairman, President and Chief Executive Officer, Hubbell Incorporated

Committee Memberships:
Skills and Experience:
Business Development and Strategy CEO Cybersecurity and Technology Financial Global Experience Manufacturing Risk Management
Director Since: 2013
Age: 65
Independent
Retired Chairman, Garrett Motion Inc.

Skills and Experience:
Public Company Board Experience (other than Hubbell) Business Development and Strategy CEO Cybersecurity and Technology Financial Global Experience Manufacturing Risk Management
Director Since: 2006
Age: 58
Independent, Lead Director
Chairman, President and CEO, EMCOR Group, Inc.

Skills and Experience:
Public Company Board Experience (other than Hubbell) Business Development and Strategy CEO Cybersecurity and Technology Financial Global Experience Manufacturing Risk Management
Director Since: 2021
Age: 70
Independent
President, CyberLens, LLC

Committee Memberships:
Skills and Experience:
Business Development and Strategy Cybersecurity and Technology Global Experience Risk Management
Director Since: 2010
Age: 67
Independent
Retired Chairman, President and CEO, Kaman Corporation

Skills and Experience:
Public Company Board Experience (other than Hubbell) Business Development and Strategy CEO Cybersecurity and Technology Financial Global Experience Manufacturing Risk Management
Director Since: 2019
Age: 64
Independent
Retired SVP, CFO and Treasurer, Neenah, Inc.

Skills and Experience:
Public Company Board Experience (other than Hubbell) Business Development and Strategy Financial Global Experience Manufacturing Risk Management
Director Since: 2011
Age: 68
Independent
Chairman, Retired President and CEO, Victaulic Company

Committee Memberships:
Skills and Experience:
Business Development and Strategy CEO Cybersecurity and Technology Financial Global Experience Manufacturing Risk Management
Director Since: 2020
Age: 58
Independent
Executive Coach and Consultant, JMPollino, LLC

Committee Memberships:
Skills and Experience:
Public Company Board Experience (other than Hubbell) Business Development and Strategy Financial Global Experience Manufacturing Risk Management
Director Since: 2011
Age: 65
Independent
Chairman of the Boards of CMS Energy Corporation, Consumers Energy Company

Skills and Experience:
Public Company Board Experience (other than Hubbell) Business Development and Strategy CEO Cybersecurity and Technology Financial Manufacturing Risk Management


Gerben W. Bakker
Age: 58
Director Since: 2020

Chairman, President and Chief Executive Officer, Hubbell Incorporated

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 the Company’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 (the Company’s largest to date) 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 Trustees of Manufacturers Alliance.

Mr. Bakker has served as Chairman, President and Chief Executive Officer of the Company since May 2021 and President and Chief Executive Officer and a Director of the Company since October 2020. Previously, he served as the Company’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 Incorporated in 1988 as a manufacturing engineer with Hubbell Wiring Systems.
Carlos M. Cardoso
Age: 65
Director Since: 2013

Independent

Directorships:
  • Stanley Black & Decker, Inc., since 2007
  • Freudenberg Group, since 2021
Prior Directorships:
  • Garrett Motion Inc., 2018 - 2021
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 firearms.
  • Membership on the board of Stanley Black & Decker, Inc., a public company and a diversified global provider of hand and power tools and accessories.
  • Formerly served as Chairman of the board of directors 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.
Anthony J. Guzzi
Age: 58
Director Since: 2006

Independent, Lead Director

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 of EMCOR Group, Inc., a publicly traded mechanical, electrical construction, and facilities services 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.
  • Past experience as an engagement manager with McKinsey & Company, a prominent management consulting firm.

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.
Rhett A. Hernandez
Age: 70
Director Since: 2021

Independent

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.
  • Current 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 cyber security 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.
Neal J. Keating
Age: 67
Director Since: 2010

Independent

Directorships:
  • Form Technologies, since 2021
  • Triumph Group, Inc., since April 2022
  • Barnes Group Inc., since February 2023
Prior Directorships:
  • Kaman Corporation, 2007 - 2021
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:

  • Formerly served as Chairman, President and Chief Executive Officer of Kaman Corporation, a publicly traded aerospace and industrial distribution company.
  • Served as President and CEO of Kaman Corporation from 2008 to August 2020.
  • Past 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 business.
  • Membership on the board of Triumph Group, Inc., a public company that designs, engineers, manufactures, repairs, and overhauls a broad portfolio of aerospace and defense systems and components.
  • Member of the Board of Trustees of Embry-Riddle Aeronautical University.

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).
Bonnie C. Lind
Age: 64
Director Since: 2019

Independent

Audit Committee Financial Expert
Directorships:
  • Mission Produce, Inc., since May 2020
  • Tamarack Timberlands LLC, since January 2022
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 Neenah, Inc., a global manufacturer of technical specialties products, fine paper and packaging from June 2004 until October 2020.
  • Past 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.
  • Formerly served on the board of U.S. Silica Holdings, Inc., a publicly traded performance minerals company and one of the largest domestic producers of commercial silica.
  • Formerly served on the board of Federal Signal Corporation, a publicly traded international designer and manufacturer of products and solutions that serves municipal, governmental, industrial, and commercial customers.
  • 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.
John F. Malloy
Age: 68
Director Since: 2011

Independent

Audit Committee Financial Expert
Directorships:
  • Victaulic Company, since 2004
  • Hollingsworth & Vose, since 2006
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:

  • 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, a leading worldwide manufacturing 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 Economics at Hamilton College.

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.
Jennifer M. Pollino
Age: 58
Director Since: 2020

Independent

Audit Committee Financial Expert
Directorships:
  • Crane Holdings, 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.
  • Past 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 of Kaman Corporation, a publicly traded aerospace and industrial distribution company.
  • 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.

Ms. Pollino has served as an executive coach and consultant with JMPollino LLC, a leadership development, talent management and succession planning firm since July 2012. Previously she served as Executive Vice President, Human Resources and Communications, at Goodrich Corporation from February 2005 to July 2012, when Goodrich Corporation was acquired by United Technologies Corporation. Prior to that, she served in various other positions of increasing responsibility during her 20-year tenure with Goodrich Corporation.
John G. Russell
Age: 65
Director Since: 2011

Independent

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:

  • Serving as Chairman of the boards of CMS Energy Corporation (“CMS”) and Consumers Energy Company (“Consumers”) and as a Director for over fifteen years in the aggregate.
  • Serving as the President and CEO of CMS and Consumers and previously as COO.
  • Over thirty years of both hands-on and leadership experience in the utility industry, an industry that represents a significant part of the Company’s overall business.

Mr. Russell has served as the Chairman of the boards of CMS and Consumers (a publicly traded electric and natural gas utility and its subsidiary) since May 2016. Previously he served as the President and Chief Executive Officer of CMS and Consumers from 2010 to 2016. He also held the position of President and Chief Operating Officer of Consumers from 2004 to 2010.
Audit Committee
8

Meetings in 2022
94%

Attendance

Independence 4/4

Key Oversight Responsibilities

  • Oversees the Company’s accounting and financial reporting and disclosure processes.
  • Appoints the independent auditor and evaluates its independence and performance annually.
  • Reviews the audit plans and results of the independent auditors.
  • Approves all audit and non-audit fees for services performed by the independent auditors.
  • 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 requirements.
  • Reviews the Company’s cybersecurity plans, policies, threats and prevention strategies.

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 Committee other than Mr. Hernandez is an “Audit Committee Financial Expert” as defined by the SEC.

Compensation Committee
4

Meetings in 2022
100%

Attendance

Independence 5/5

Key Oversight Responsibilities

  • Determines and oversees the Company’s execution of its compensation programs and employee benefit plans.
  • Reviews and approves all compensation of the CEO and officers of the Company, with input from the independent compensation consultant, Exequity LLP.
  • Appoints the independent compensation consultant and evaluates its independence and performance annually.
  • Determines stock ownership and retention guidelines for the CEO and officers of the Company.
  • Reviews and approves of the Company’s compensation peer group.

Executive Committee
Did not meet in 2022
Did not meet in 2022

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.

Finance Committee
5

Meetings in 2022
95%

Attendance

Independence 4/4

Key Oversight Responsibilities

  • Oversees the Company’s financial and fiscal affairs and reviews proposals regarding long-term and short-term financing, material acquisitions, dividend policies, stock repurchase programs and changes in the Company’s capital structure.
  • Reviews the Company’s major capital expenditure plans and monitors the Company’s insurance and tax programs.
  • Reviews the administration and management of the Company’s pension plans and investment portfolios.

Nominating and Corporate Governance Committee
4

Meetings in 2022
100%

Attendance

Independence 5/5

Key Oversight Responsibilities

  • Identifies qualified individuals to become Board members and recommends nominees for election or appointment to the Board.
  • Oversees the Board’s and management’s performance evaluation and succession planning process.
  • Develops the Company’s corporate governance guidelines and monitors adherence to its principles.
  • Approves related person transactions.
  • Evaluates Director independence and compensation.
  • Oversees the development and administration of the Company’s sustainability and ESG program policies and practices.

See the “Nomination and Election Process” section on page 11 and the “Director Independence” section on page 20 for more information on the actions taken by the Nominating and Corporate Governance Committee in these areas.
 
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