Sector: Industrials
HUBBELL INC · Meeting: May 5, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Joined the board in August 2025 (less than 24 months ago), so he is exempt from the TSR performance trigger; brings over 30 years of utility industry experience directly relevant to Hubbell's business, no overboarding concerns, and attended 100% of meetings.
As CEO and Chairman, Bakker is subject to the TSR trigger, but Hubbell's 3-year total return of +117.8% outperforms the compensation peer group median by +63.1 percentage points, well below the 65-point threshold required to trigger a vote against at this level of strong positive returns; no overboarding, attendance, or independence concerns apply.
Long-tenured director (since 2013) with strong CEO and manufacturing credentials; Hubbell's TSR significantly outperforms peers so no performance trigger fires; no overboarding, attendance, or independence concerns.
Joined in 2023 (under 24 months at the time of recent performance measurement) with strong financial expertise as a former Big 4 auditor and Chief Accounting Officer; serves on audit committee appropriately given her financial qualifications; no adverse flags.
Guzzi is a sitting CEO (EMCOR Group) serving on Hubbell's board — the policy flags sitting CEOs holding 2 or more outside public board seats; his disclosed directorships show only one outside public company board seat (EMCOR, where he is an insider), so no overboarding trigger fires; strong CEO experience and 100% attendance.
Director since 2021 with deep cybersecurity expertise highly relevant to Hubbell; Hubbell's TSR outperforms the peer group so no performance trigger fires; 100% attendance and no overboarding or independence concerns.
Long-tenured director (since 2010) with extensive CEO and industrial experience; Hubbell's strong TSR outperformance vs. peers means no performance trigger applies; 100% attendance and no independence concerns.
Director since 2019 with strong CFO and financial expertise, appropriately serving as Audit Committee Chair; Hubbell's TSR performance well above peers removes any performance concern; no overboarding, attendance, or independence issues.
Director since 2011 with strong CEO and manufacturing background; Hubbell's 3-year TSR of +117.8% outperforms the peer group median by +63.1 percentage points, below the 65-point trigger threshold; 100% attendance and no independence concerns.
Director since 2020 with broad executive, finance, and governance experience; Hubbell's TSR strongly outperforms peers so no performance trigger fires; 100% attendance and no independence or overboarding concerns.
Joined in 2024 (under 24 months ago), exempt from the TSR trigger; brings relevant utility industry operating experience as CEO of CMS Energy; no overboarding, attendance, or independence concerns.
All 11 director nominees receive a FOR vote. Hubbell's 3-year total shareholder return of +117.8% outperforms the compensation peer group median by +63.1 percentage points, which falls below the 65-point threshold required to trigger a vote against directors under the strong-positive-TSR tier. No directors are overboarded, all attended 100% of meetings, and all independent directors appropriately serve only on committees for which they qualify. Two newer directors (Baine and Rochow) are exempt from the TSR trigger given their tenures of less than 24 months.
CEO
GERBEN W. BAKKER
Total Comp
$10,346,752
Prior Support
90%%
The prior year Say on Pay vote received approximately 90% support, well above the 70% threshold that would require a response, and shareholders have averaged about 92% support over the past decade. The compensation structure is heavily performance-oriented — approximately 75% of long-term equity awards are performance-based (tied to relative sales growth, adjusted operating profit margin, and relative total shareholder return over a 3-year period), and the total mix of fixed versus variable pay is well within acceptable ranges, with salary representing a small minority of total compensation. Pay-for-performance alignment is demonstrated by Hubbell's 3-year TSR of +117.8% substantially outperforming the peer group median, and the completed 2023-2025 performance share award cycle paid out at approximately 172% of target, reflecting genuine outperformance rather than formulaic windfalls. The company also maintains a robust clawback policy compliant with NYSE and SEC standards.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$4,835,000
Non-Audit Fees
$110,825
Non-audit fees (audit-related fees of $107,000 plus all other fees of $3,825, totaling approximately $110,825) represent just 2.3% of audit fees of $4,835,000 — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. PricewaterhouseCoopers is a Big 4 firm fully appropriate for a $27 billion market cap industrial company.
Hubbell's 2026 annual meeting ballot contains three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. The company presents a strong governance profile, with Hubbell's stock delivering a 3-year total return of +117.8% that comfortably outperforms its compensation peer group, a well-structured performance-based executive pay program with approximately 90% shareholder approval last year, and a clean auditor fee profile with non-audit fees representing only about 2% of total audit fees.
21 companies disclosed in 2026 proxy filing
