HUBBELL INCORPORATED

DEF 14A 1 lhubb2022_def14a.htm HUBBELL INC - DEF 14A HUBBELL INCORPORATED - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

HUBBELL INCORPORATED

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2022

Proxy Statement

Notice of 2022
Annual Meeting
of Shareholders

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 the Board of Directors of the Company (the “Board”). Hubbell pays the cost of soliciting your proxy. On March 21, 2022, we mailed a Notice of the Internet Availability of Proxy Materials to all shareholders of record advising that they could view all of the proxy materials (Proxy Statement, Proxy Card and Annual Report on Form 10-K) online at www.proxyvote.com free of charge, or request in writing a paper or email copy of the proxy materials free of charge. We encourage all shareholders to access their 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 to www.proxyvote.com

•	By Phone: 1-800-579-1639

•	By Email: sendmaterial@proxyvote.com

How To Vote

Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form, or notice of Internet availability in hand and follow the instructions.

	BY TELEPHONE
	You can vote your shares toll-free by calling 1-800-690-6903.

	ONLINE
	You can vote your shares online at proxyvote.com.

	BY MAIL
	If you have requested a paper copy of the proxy materials, complete, sign, date and return your proxy card in the prepaid envelope.

	IN PERSON
	Shareholders who attend the Annual Meeting may request a ballot and vote in person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or record holder and present it to the inspectors of election with your ballot to be able to vote at the meeting.

	BY SCANNING
	You can vote your shares online by scanning the QR code on your proxy card. You will need the 16-digit control number on your proxy card.

MEETING INFORMATION

Date and Time

Tuesday, May 3, 2022 at 9:00 a.m.

Location

Hubbell Incorporated

40 Waterview Drive, Shelton, CT 06484

Record Date

March 4, 2022

You may revoke your proxy at any time prior to its use by any of the following methods:

•

Delivering to the Secretary of the Company written instructions revoking your proxy;

•

Delivering an executed proxy bearing a later date than your prior voted proxy; or

•

If you voted by Internet or telephone, by recording a different vote on the Internet website or by telephone.

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.

Items of Business

PROPOSAL 1
Election of 9 directors.

PROPOSAL 2

Say on Pay: advisory vote on the compensation of the named executive officers.

PROPOSAL 3

Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022.

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 4, 2022, you will be entitled to notice and to vote at the Annual Meeting.

By order of the Board,

Katherine A. Lane

Senior Vice President, General Counsel and Secretary
March 21, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2022.

This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended 2021 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.

Table of contents

Proxy Summary			3
1	Proposal 1: Election Of Directors	Director Qualifications and Experience	13
	Proposal 1: Election Of Directors	Commitment to Board Integrity, Diversity and Independence	14
		Nomination and Election Process	14
		Director Nominees	15
2	Corporate Governance	Board Leadership Structure	21
	Corporate Governance	Director Independence	22
		Board Oversight of Risk	22
		Board Oversight of COVID-19	23
		Board Committees	23
		Board Practices and Procedures	25
		Shareholder Outreach and Engagement	25
3	Our Commitment To Sustainability		28
4	Director Compensation	Elements of Compensation	31
4	Director Compensation	Director Compensation Table	32
5	Proposal 2: Advisory Vote To Approve Named Executive Officer Compensation		34
6	Compensation Discussion And Analysis (“CD&A”)	CD&A Table of Contents	35
		Our Named Executive Officers	35
		Leadership	35
		2021 Highlights	36
		Portfolio Management	39
		Our Compensation Program	40
		2021 Compensation Results	46
		Other Compensation Policies and Benefit Programs	55
		Minimum Stock Ownership Requirement	55
7	Executive Compensation	Summary Compensation Table	59
	Executive Compensation	Other Compensation Tables	61
		CEO Pay Ratio	71
8	Proposal 3: Ratification Of The Selection Of Independent Registered Public Accounting Firm	Vote Required	72
		Independent Accounting Firm Fees	73
		Audit and Non-Audit Services Pre-Approval Policy	73
		Audit Committee Report	74
9	Additional Information	Solicitation Expenses	75
	Additional Information	Stock Ownership Information	75
		Compensation Committee Interlocks And Insider Participation	77
		Review and Approval of Related Party Transactions	77
		Shareholder Proposals and Nominations For Director	77
		Eliminating Duplicative Proxy Materials (“Householding”)	78
		Availability of Annual Report on Form 10-K	78

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Proxy Summary

This Proxy Summary highlights selected information contained in this Proxy Statement. It does not contain all the information that you should consider to determine your vote. You should read the entire Proxy Statement carefully before voting.

Annual Shareholders Meeting

DATE: May 3, 2022

TIME: 9:00 a.m.

MEETING AGENDA: The meeting will cover the proposals listed under voting matters and vote recommendations below, and any other business that may properly come before the meeting.

PLACE: Hubbell Incorporated,
40 Waterview Drive, Shelton, CT 06484

RECORD DATE: March 4, 2022

MAILING DATE: This Proxy Statement was first mailed to shareholders on or about March 21, 2022.

VOTING: Shareholders as of the record date are entitled to vote. Each share of Common Stock of Hubbell Incorporated (the “Company’’) is entitled to one vote for each director nominee and one vote for each of the proposals.

Voting Matters and Vote Recommendations

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 constitutes a quorum for the Annual Meeting. Abstentions and broker non-votes are counted as present for quorum purposes.

Proposal	Board’s Voting Recommendation	Page
Proposal 1 – Election of Directors	FOR each Nominee	13
Proposal 2 – Advisory vote to approve Named Executive Officer (“NEO”) compensation (“Say on Pay” vote)	FOR	34
Proposal 3 – Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022	FOR	72

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 and Values

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. We believe doing so generates long-term value.

Our Vision is to be an exceptional supplier, a valued investment, and a rewarding employer. Our commitment is underscored by the four pillars that guide us as a company.


SERVE OUR CUSTOMERS	OPERATE WITH DISCIPLINE	GROW THE ENTERPRISE	DEVELOP OUR PEOPLE

HUBBELL INCORPORATED | 2022 Proxy Statement

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2021 Performance Highlights

We measure our progress not only in terms of our financial accomplishments, but in the best interests of our shareholders, suppliers, customers, employees and the communities in which we operate.

Performance Summary⁽¹⁾

(1)	The performance summary represents 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, 2021, filed with the SEC on February 11, 2022 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, 2021, filed with the SEC on February 11, 2022.

www.hubbell.com

HUBBELL INCORPORATED | 2022 Proxy Statement

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Portfolio Management

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 2021, Hubbell completed the disposition of a small business in its Utility Solutions Segment and further announced the entry into a material definitive agreement to sell its commercial and industrial (’‘C&I’’) lighting business in its Electrical Solutions Segment, which disposition closed on February 1, 2022. The sale of the C&I lighting business is the largest disposition in Hubbell’s history, with the sale closing with a cash purchase price of $350 million, subject to customary adjustments with respect to working capital and net indebtedness. The C&I lighting business designs, manufactures, and sells LED lighting and control solutions for commercial and industrial customers and generated approximately $509 million in sales in 2021.

Delivering on our Strategy

	•	Finalized the reorganization and realignment of the Hubbell Electrical Solutions Segment (formerly three operating groups into a single operating segment).
	•	Continued to drive new product development and renewed focus on large scale product innovation.
	•	Expanded Hubbell’s digital commerce capabilities and launched a new customer satisfaction survey.

COVID-19 Actions

2021 was the second consecutive year Hubbell navigated the COVID-19 pandemic and its impact on our employees, businesses and other stakeholders. In 2021, Hubbell experienced supply chain and sourcing issues, as well as labor pressures caused by COVID-19, but Hubbell mitigated these challenges while continuing to deliver our critical products to our customers.

Hubbell continued its enterprise-wide focus on safety measures and protocols relating to COVID-19 for our employees and at our locations. These included, but were not limited to, social distancing and enhanced cleaning protocols, PPE provision and guidance, quarantine and COVID-19 exposure protocols, enhanced site safety measures, vaccination and testing information and reporting. The Company conducted numerous training and development sessions across its sites to ensure continued compliance with evolving local, national and international laws and requirements. Hubbell also continued to have regularly scheduled steering committee meetings related to COVID-19 throughout the year led by senior leaders, as well as topic specific sub-committee reviews and updates led by cross-functional teams.

Global Recharge Day

Recognizing the impact on our employees of the challenges faced in the last 2 years, Hubbell also made several additional investments in the health and wellness of our employees. We provided market competitive levels of sick pay leave and expanded our global wellness and mental health resources. To show appreciation for our employees’ efforts to serve our customers and deliver throughout the pandemic, we provided our employees around the world with a Global Recharge Day. This paid day off in July of 2021 allowed our employees time to relax, refresh and recharge, and was also an opportunity for our Company to reinforce the importance of time away from work and the importance of mental health and wellness to Hubbell.

HUBBELL INCORPORATED | 2022 Proxy Statement

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Corporate Governance Highlights

Hubbell’s Board operates in accordance with its Corporate Governance Guidelines that establish its governance framework and processes. The Board remains focused on oversight and execution of Company strategy and review of enterprise risks, including: COVID-19, cybersecurity, financial performance, operational planning, talent, succession, human capital management, ESG, compliance and culture.

INDEPENDENT BOARD 8 of 9 Director nominees are independent, and the independent Lead Director has broad authority and leads sessions of the independent Directors at every Board meeting. All Board committees except one consist entirely of independent Directors. There are no related party transactions with our Directors.	VOTING RIGHTS Each share of common stock is entitled to one vote.	OVERSIGHT AND REVIEW Hubbell’s Code of Business Conduct and Ethics applies to all Directors. The Board and each standing committee conduct annual self- evaluations and make adjustments and enhancements as necessary. The Board takes seriously its oversight of the Company’s risk management, succession, strategy and compliance programs.

COMMITMENT The Directors meet regularly in Board, Committee or Special Committee meetings. In 2021, we reached out to investors representing 66% of our outstanding common shares as well as proxy advisory firms and other third parties. All of our Directors attended the 2021 Annual Shareholder meeting.	COMPENSATION Director compensation is reviewed and benchmarked annually with our independent compensation consultant. The majority of our Directors’ annual compensation is equity. There are stock ownership requirements in place for all Directors.	DIVERSITY Director nominees are evaluated on their background and experience, with an overall commitment to diversity. 33% of the Director nominees are diverse. 56% of the Director nominees have served for 10 years or less, with 44% serving for 3 years or less.

Hubbell’s Board of Directors takes its role as stewards of corporate governance for the Company seriously and achieved a 97% attendance rate at meetings of the Board of Directors and Committees of which such Director served as a member in 2021. The Board recognized the significant changes the COVID-19 pandemic had on Hubbell and remained dedicated to ensuring there was ongoing review and oversight as the Company navigated the pandemic.

	CORPORATE RESPONSIBILITY			SUSTAINABILITY

	The Board, as part of its typical annual reviews, revised and updated its Corporate Governance Guidelines and Committee charters to, among other things, memorialize the enhanced and regular oversight by the Board on cybersecurity, ESG, and human capital management.			Published Hubbell’s inaugural sustainability report. This milestone reflects our dedication to building a cohesive ESG strategy intended to drive long-term value and accountability through meaningful progress and transparent and credible disclosures.

	Expanded the Board’s focus on succession planning and talent review.			The Company’s climate change, sustainability and other ESG programs and strategy are reviewed and monitored regularly by the Nominating and Corporate Governance Committee (“NCGC”) and the Board.

	BOARD REFRESHMENT			CYBERSECURITY FOCUS

Added a new Director to the Board, Mr. Rhett A. Hernandez, in March 2021, ensuring the continuing infusion of new talent and perspective to the Board.

Cybersecurity is regularly reviewed by the Board via its Audit Committee; the Company further increased its investment in and training on cybersecurity prevention measures and added a Director, Mr. Rhett A. Hernandez, with specific cybersecurity expertise.

See additional details on page

www.hubbell.com

HUBBELL INCORPORATED | 2022 Proxy Statement

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Sustainability

Hubbell’s commitment to incorporate social responsibility and sustainability initiatives has been a vital part of our business model for years. Our obligations to shareholders, employees, customers, suppliers and the communities we serve goes well beyond providing products and services: we have the opportunity to improve people’s lives and the world around us. With that ambition, however, comes a responsibility to view our core mission through an environmental, social and governance (“ESG”) lens.

Hubbell’s focus on sustainability not only helps us identify and mitigate risk, but also helps us to uncover opportunities that drive our performance while enabling our many stakeholders to thrive. ESG is a critical part of Hubbell’s multi-year strategy. Hubbell’s Board reviews and discusses the Company’s ESG programs and related climate change and human capital management issues throughout the year.

Notable ESG achievements in 2021, include:

COMMUNITY		DIVERSITY		SAFETY		CLIMATE CHANGE
174 CHARITIES AND NON-PROFITS THAT EMPLOYEES, DIRECTORS AND THE COMPANY DONATED TO OR VOLUNTEERED FOR IN 2021		PUBLICALLY DISCLOSED ENTERPRISE EEO-1 LEVEL DIVERSITY DATA FOR THE FIRST TIME		45% DECREASE IN OVERALL TOTAL BY RECORDABLE INCIDENT RATE SINCE 2015		MADE PROGRESS TOWARDS OUR GOALS OF 10% REDUCTION IN OUR GREENHOUSE GAS EMISSIONS AND WATER USAGE BY 2025

EXPANDING OUR ESG PROGRAM AND DISCLOSURES

In 2021, Hubbell published its inaugural sustainability report (available on Hubbell.com). This milestone reflects our dedication to building a cohesive ESG strategy intended to drive long-term value and accountability through meaningful progress and transparent and credible disclosures.

The 2021 Sustainability Report⁽¹⁾highlights Hubbell’s ESG strategies, programs, and progress toward our goals. Explore the report and our 2022 Sustainability Report⁽¹⁾(available on Hubbell.com), to learn more about our sustainability aspirations and accomplishments.

RECOGNIZED AS ONE OF THE 2022 WORLD’S MOST ETHICAL COMPANIES

Hubbell was recognized by the Ethisphere Institute as one of the 2022 World’s Most Ethical Companies. This was the second time in a row Hubbell has been named to this list and it reflects the Company’s and our employee’s commitment to compliance and driving an ethical culture.

See additional details on page

(1)

The information within the 2021 Sustainability Report, the 2022 Sustainability Report (available on Hubbell.com), and any other information on the Company’s sustainability webpage that Hubbell may refer to herein is not incorporated by reference into and does not form any part of this Proxy Statement. Any targets or goals discussed in our sustainability disclosures and within this Proxy Statement may be aspirational, and as such, no guarantees or promises are made that these goals will be met. Furthermore, statistics and metrics disclosed in this Proxy Statement, our sustainability reports, and Hubbell’s sustainability webpage are estimates and may be based on assumptions. We are under no obligation to update such information.

HUBBELL INCORPORATED | 2022 Proxy Statement

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Proposal 1

Election of 9 Directors

See pages 13-19
for further information.

THE BOARD RECOMMENDS A VOTE FOR EACH NOMINEE FOR A ONE-YEAR TERM.

The following table provides summary information about each of the nine Director nominees. Each Director is elected annually by a plurality of votes cast. Existing committee assignments of the Directors are described below. Each nominee is a current Director of the Company and possesses the qualifications and experience recommended by the Nominating and Corporate Governance Committee, and is approved by our Board to serve as a Director.

Our Director Nominees

www.hubbell.com

HUBBELL INCORPORATED | 2022 Proxy Statement

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Proposal 2

Say on pay: advisory vote on the compensation of the named executive officers.

See pages 34-58
for further information.

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.

Shareholder Engagement

Hubbell’s 2021 advisory Say on Pay vote on executive compensation was 97%, consistent with votes we have previously received on Say on Pay, which averaged over 91% support for the last 10 years. The Board of Directors and Hubbell’s management team continue to focus on shareholders’ perspectives on our compensation programs and pay for performance philosophy and engage in a robust program of shareholder outreach.

In 2021, Hubbell reached out to our top 30 shareholders (representing approximately 66% of Hubbell’s share ownership). The calls were led by a cross-functional group of senior leaders and helped inform the Compensation Committee’s review of the executive compensation and sustainability programs, supplemented by additional advice and benchmarking provided by Hubbell’s independent compensation consultant, Exequity LLP.

Shareholder Outreach

In addition to the Say on Pay engagement calls described above, the Company also regularly engages with its shareholders over the course of a year on diverse topics such as financial performance, compensation and pay for performance matters, corporate governance and ESG (including climate change and human capital management). Even in the midst of the COVID-19 pandemic, Hubbell continued its dialogue with shareholders via virtual conferences, and in-person meetings and calls. We are committed to not just continued engagement with our shareholders, but to reviewing and applying the feedback received, and have consistently modified our pay and ESG programs based on the feedback received in these sessions. Hubbell management routinely reports out to the Board and specific Board committees on the substance and nature of its shareholder communications.

Hubbell values the input and insight it receives from its investors.

How we engaged with investors
	We invited our largest 30 shareholders (representing 66% of our share ownership) to discuss Hubbell’s pay for performance programs and design, sustainability programs, governance matters and strategy with senior leaders.
	We regularly report our investors’ views to our Board of Directors, and the Compensation Committee considers these views when developing our executive compensation program.
	We engage with analysts through quarterly conference calls, our investor relations website, meetings, calls and conferences.
	We also conducted calls with shareholders on human capital management and sustainability focused issues.

HUBBELL INCORPORATED | 2022 Proxy Statement

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As a part of our shareholder outreach program, we heard many different points of view from our various shareholders. We listened intently to the feedback we heard, sought to understand the perspective of our shareholders and endeavored to be responsive to their input, as outlined in the following table.

What We Heard		How We Responded
Interest in the impact of COVID-19 on Hubbell’s compensation programs and business.		All short and long-term awards for 2021 will be paid out according to the plan design and targets set by the Compensation Committee. No modifications or changes to Hubbell’s programs were made as a result of the challenging operating environment caused by the pandemic, demonstrating that our compensation program is well-balanced and aligns pay with performance. Ensured market competitive levels of sick pay for our employees, while expanding wellness and mental health programs globally. See page 5 for additional details about Hubbell’s programs relating to the COVID-19 pandemic.
Provide more disclosure on the ESG program.		Hubbell released its inaugural sustainability report in 2021 (available on Hubbell.com) that provides details on Hubbell’s ESG program commitments and products that help drive a more sustainable future. See page 29 for additional details.
Compensation program is well- designed, and shareholders have preference for a program that is designed to reward strategic performance and shareholder return.		Each planned change for 2021 was reviewed and discussed with shareholders during our outreach in 2020. Following those sessions, we implemented planned enhancements to the compensation program at the beginning of 2021, specifically: (1) Added a strategic component (of 20%) to the short-term incentive metric for the new CEO, aligning such design with the design of the balance of the NEOs and intended to further drive strategic priorities such as ESG, diversity, safety and acquisitions; and (2) Simplified and enhanced our Long-Term performance share program (see page 38 for more details), increasing the importance of total shareholder return in the design. Shareholder feedback was supportive of the design changes made for 2021, with no other compensation design recommendations for 2022.
Ensure that compensation programs are aligned with shareholder interests.		75% of Hubbell’s awards are performance based. In addition, we elevated the role of Relative Total Shareholder Return in our Long-Term performance share program by moving it from a modifier of the other metrics to represent 1/3^rdof the overall award.

See additional details on our shareholder outreach and engagement on page

Executive Compensation Highlights

Elements of Compensation

Hubbell compensated its named executive officers (“NEOs”) using the following elements for total direct compensation in 2021:

			Target Compensation Mix
Targeted at 50^th percentile of peers	Element	Description	CEO	Other NEOs
	Salary	A competitive level of cash is provided to attract and retain executive talent.
	Annual Cash Incentive	Amounts awarded based on achievements with respect to the Company’s financial goals and individual performance against strategic objectives.
	Long-Term Equity Incentive	A mix of equity awards designed to drive Hubbell’s performance and align executives’ interests with shareholders. 75% of equity awards are performance-based.

www.hubbell.com

HUBBELL INCORPORATED | 2022 Proxy Statement

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Pay for Performance

Hubbell’s compensation program is designed to achieve the following pay for performance objectives:

	Align executive pay to our Company performance and drive our business strategy.
	Attract and retain key talent.
	Align the interests of executives with our shareholders by utilizing effective pay for performance.
	Deliver competitive and fair compensation.

Short and Long-Term Incentives

Incentive Programs Changes For 2021

Hubbell made the following changes to its compensation programs for 2021, based on both what we heard from shareholders in 2020, as well as our experience managing through the pandemic environment:

CEO SHORT TERM INCENTIVE COMPENSATION		Added a component representing performance on strategic initiatives, at 20% weighting, to our CEO’s STI design. This change allows the Compensation Committee to further prioritize and appropriately reward performance on critical metrics including inclusion & diversity, sustainability / ESG and acquisitions.

LONG TERM INCENTIVE FOR ALL NEOs		Simplified the performance share grant (while maintaining the weighting at 50% of the overall equity award) to include 3 metrics (versus prior design of 3 metrics plus a modifier).
		Replaced Trade Working Capital as % of Sales with Relative Total Shareholder Return (“TSR”). This change elevates the role of TSR in the program to ensure internal performance objectives are aligned with shareholder return and provides balance between relative and absolute performance.
		For 2021, the payout scale for relative metrics will be aligned to a quartile payout approach.

We believe these changes continue to drive our overall pay for performance philosophy and allow greater focus on Hubbell’s strategic imperatives.

Short-Term Incentive Design for CEO

For 2021, the Compensation Committee added a component to the CEO’s short-term incentive award design representing performance on strategic initiatives, at 20% weighting. This change is illustrated below.

This change allows the Compensation Committee to further prioritize and appropriately reward performance on critical metrics including inclusion & diversity, sustainability / ESG and acquisitions. Additionally, this design ensures alignment with the performance goals of the other NEOs, who already have a portion of their annual bonus (20%) tied to strategic initiatives and objectives.

HUBBELL INCORPORATED | 2022 Proxy Statement

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Performance Share Metrics - relevant to our Strategy and aligned with investors

The design changes to the Performance Share program elevate the role of TSR, provides a balanced portfolio of metrics utilized in the short and long-term program, and ensures a combination of relative and absolute metrics in the program. This change is illustrated below.

METRIC	2020 Weighting	2021 Weighting

RELATIVE SALES GROWTH	1/3^rd	1/3^rd	No change – continued focus on Hubbell’s growth initiatives, including organic growth, new product development, and acquisition performance.

OPERATING PROFIT MARGIN	1/3^rd	1/3^rd	No change – focuses NEOs on improving pricing, productivity and cost while executing operational objectives including footprint optimization and product rationalization.

RELATIVE TSR	Modifier	1/3^rd		Elevated from modifier to metric in 2021, ensuring a more critical and direct link with shareholders.

TRADE WORKING CAPITAL AS A % OF SALES	1/3^rd	N/A		Removed from long term incentive program to ensure simplicity and focus.

Specific details on these metrics may be found on pages 38-39 in the Compensation Discussion & Analysis section.


	The 2021 changes to our compensation program are based on feedback from our shareholders and are focused on the metrics and priorities most critical to Hubbell’s long-term success.

Proposal 3

Ratification of the selection of Pricewaterhouse Coopers LLP as the Independent Registered Public Accounting Firm for 2022.

See pages 72-74
for further information.

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.

www.hubbell.com

HUBBELL INCORPORATED I 2022 Proxy Statement

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Proposal 1 Election Of Directors

The Board has fixed the number of Directors who shall be elected by the shareholders at the 2022 Annual Meeting at 9. The reduction in the size of the Board reflects the untimely and recent death of one of our Directors, Mr. Steven R. Shawley.


	Each Director nominee possesses the appropriate qualifications and experience for membership on the Board of Directors.

Director Qualifications and Experience

The Nominating and Corporate Governance Committee (“NCGC”) works with the Board at least annually to determine the appropriate characteristics, skills and experience for the Board and its individual members to properly oversee the interests of the Company and its shareholders.

The NCGC recommends candidates for Board membership using the selection criteria outlined in the Corporate Governance Guidelines (the “Guidelines”) and other factors it deems necessary to fulfill its objectives. Candidates are evaluated on the basis of their individual qualifications and experience and in the context of the Board as a whole. The NCGC considers diversity when creating the pool of candidates from which it selects potential Director nominees. Such diversity includes gender, race and ethnicity. The objective is to assemble a diverse Board that can best facilitate the success of the business and represent shareholder interests through the exercise of sound judgment.

Below is a list of certain of the qualifications and experiences 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
•	Education
•	Corporate governance experience
•	Experience as a current or former public company officer
•	Experience in the Company’s industry
•	Academic expertise in areas of the Company’s operations
•	Cybersecurity experience

In determining whether to recommend a current Director for re-election, the NCGC will also 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, the Board is comprised of individuals with strong and unique backgrounds, giving the Board competence and experience in a wide variety of areas to serve the interests of the Company and its shareholders.

HUBBELL INCORPORATED | 2022 Proxy Statement

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	The Board is committed to refreshment and selection of talented candidates.

Commitment to Board Integrity, Diversity and Independence

In addition to ensuring that our Director nominees possess the requisite skills and qualifications, the NCGC places an emphasis on ensuring that the nominees demonstrate the right leadership traits, personality, work ethic, independence, diversity of skills and experiences to align with our performance culture and our long-term strategic vision. Specifically, these criteria include:

•	Exemplification of 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 their Board and committee duties
•	Independence from management
•	Willingness to constructively challenge management through active participation in Board and committee meetings
•	Subject matter expertise

The NCGC also believes that, in addition to diversity of personal characteristics and experiences, diversity of service tenures and Board refreshment also facilitates effective Board oversight. The NCGC demonstrated its continued focus on Board refreshment and on selecting diverse candidates with Mr. Hernandez’s appointment to the Board in March, 2021.


	The Board nominated nine candidates for election as Directors.

Nomination and Election Process

Hubbell’s Directors are elected at each Annual Meeting of Shareholders and hold office for one-year terms or until their successors are duly elected and qualified. The Board of Directors nominated nine candidates for election as Directors. In the event that any of the nominees for Director should become unavailable, it is intended that 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 candidates, consult with outside advisors, retain a Director search firm or consider nominees suggested by shareholders. 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 “Director Qualifications and Experience” section on page 13), 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 would be 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. 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.

Directors are elected by plurality vote. Plurality 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. 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 25 for additional details on this Policy. Broker discretionary voting is not allowed, so if your shares are held by a broker and you have not instructed the broker how to vote, your shares will not be voted with respect to Proposal 1.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES FOR A ONE-YEAR TERM.

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	All of the nominees are current Directors previously elected by the Company’s shareholders.

Director Nominees

The nominees are proposed by the Board to stand for election at the 2022 Annual Meeting of Shareholders and to serve as Directors until the 2023 Annual Meeting. All of the nominees are current Directors previously elected by the Company’s shareholders.

Our Director nominees offer a diverse range of skills and experiences in relevant areas.

Skills and Experience
		Bakker	Cardoso	Guzzi	Hernandez	Keating	Lind	Malloy	Pollino	Russell
	Public Company Board Experience (other than Hubbell)										67%
	Business Development and Strategy										100%
	CEO										67%
	Cybersecurity and Technology										78%
	Financial										89%
	Global Experience										89%
	Manufacturing										89%
	Risk Management										100%
Background
Years on Hubbell Board		2	9	16	1	12	3	11	2	11	7.4 years Average
Age		57	64	57	69	66	63	67	57	64	63 years Average
Gender or Ethnic Diversity											33%
Born Outside of the U.S.											22%

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The following biographies provide certain information about each nominee, including each nominee’s background, age as of the annual meeting, and relevant experience in more detail.

Age 57 Director since: 2020 Chairman, President and CEO, Hubbell Incorporated	GERBEN W. BAKKER
	Committees: • Executive (Chair) Directorship: • None	Skills and 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. 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.

Age 64 Director since: 2013 INDEPENDENT	CARLOS M. CARDOSO
	Committees: • Compensation • Nominating and Corporate Governance Directorships: • Freudenberg Group, since 2021 • Stanley Black & Decker, Inc., since 2007 Prior Directorships • Garrett Motion Inc., 2018 - 2021	Skills and 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 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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Age 57 Director since: 2006 INDEPENDENT LEAD DIRECTOR	ANTHONY J. GUZZI
	Committees: • Compensation • Executive • Finance • Nominating and Corporate Governance Directorships: • Emcor Group, Inc., since 2009	Skills and 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.

Age 69 Director since: 2021 INDEPENDENT	RHETT A. HERNANDEZ
	Committees: • Audit • Finance Directorships: • USAA Federal Savings Bank, since 2019	Skills and 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/2^nd 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 Directors 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 66 Director since: 2010 INDEPENDENT	NEAL J. KEATING
	Committees: • Compensation • Executive • Nominating and Corporate Governance (Chair) Directorships: • Form Technologies, since 2021 Prior Directorships: • Kaman Corporation, 2007 - 2021	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: • 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. • 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).

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Age 63 Director since: 2019 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 Prior Directorships: • U.S. Silica Holdings, Inc., 2019 - 2021 • Federal Signal Corporation, 2014 - 2018 • Empire District Electric Company, 2009 - 2017	Skills and 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 materials 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.

Age 67 Director since: 2011 INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT	JOHN F. MALLOY
	Committees: • Audit • Executive • Finance (Chair) Directorship: • Victaulic Company, since 2006	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: • 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.

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Age 57 Director since: 2020 INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT	JENNIFER M. POLLINO
	Committees: • Audit • Compensation Directorships: • Crane Co., since 2013 • Kaman Corporation, since 2015 Prior Directorship: • Wesco Aircraft Holdings, Inc. 2014 - 2020	Skills and 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. • 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.

Age 64 Director since: 2011 INDEPENDENT	JOHN G. RUSSELL
	Committees: • Compensation (Chair) • Executive • Finance • Nominating and Corporate Governance Directorships: • CMS Energy Corporation, since 2010 • Consumers Energy Company, since 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: • 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) 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.

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Corporate Governance


	The Board exercises strong corporate governance practices and principles.

The Board of Directors has adopted 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 of policies and procedures in areas it believes are critical to the enhancement of shareholder value. It is the Board’s intention that these Guidelines 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 8 times in 2021.

	Governance Snapshot
	Shareholders have identical economic and voting rights - each share of Common Stock is entitled to one vote.

	Directors are elected annually by shareholders to serve a one-year term.

	Corporate funds or resources are not used for direct contributions to political candidates or campaigns.

	Independent Board members meet regularly in Executive Sessions, without management present.

	44% of our Board has a tenure of three years or less.

	To maintain a diverse Board, Director nominees are evaluated on their background and experience and also gender, race and ethnicity.

	Director compensation is reviewed annually with advice from our independent compensation consultant and benchmarked for competitiveness.

	There are no related party transactions with our Directors, officers, and significant shareholders.

	Our Director Resignation Policy requires any Director who fails to receive a majority of the votes cast to promptly tender his or her resignation.

	Board and committees may hire outside advisors independent from management.

	The Board receives regular reports and updates on key areas of strategy and risk for the Company, including, but not limited to, cybersecurity, climate change and ESG, and human capital management.

	The Board engages in a multi-part self-evaluation review on an annual basis in which Board and Committee matters are reviewed and discussed, and changes and improvements are implemented.

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Board Leadership Structure


	An independent Lead Director counterbalances a non-independent Chair and fosters effective collaboration and communication among independent Directors.

Chair

The Company’s By-Laws require the Board to choose the Chair of the Board from among the Directors and provides the Board with the ability to appoint the CEO of the Company as the Chair of the Board. This approach gives the Board the necessary flexibility to determine whether these positions should be held by the same person or by separate persons 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 optimal board leadership structure for a particular company may vary as circumstances change.

Mr. Bakker has served as Chairman, President and Chief Executive Officer of the Company since May 4, 2021 when he was elected by the Board to serve as Chairman following the retirement of former Executive Chairman Mr. David G. Nord on such date.

The Board has determined that combining the roles of Chief Executive Officer and Chair is best for the Company and its shareholders at this time because it promotes unified leadership for the Company under Mr. Bakker and allows for a single, clear focus for management to execute the Company’s strategic and business plans while being appropriately counterbalanced by an independent Lead Director.

Independent Lead Director

The Board has established the position of an independent Lead Director to serve a three-year term. The Board believes that a three-year term is appropriate for the Lead Director as it affords greater continuity and allows the Lead Director to gain a better understanding of Board and management dynamics and build relationships with the other Directors. The Lead Director is responsible for:

Board Leadership	Providing leadership to the Board in situations where the Chair’s role may be perceived to be in conflict.
Executive Sessions	Coordinating the agenda and chairing executive sessions of the independent Directors regularly throughout the year and at each regularly scheduled Board meeting.
Liaison	Regularly meeting with the Chair and facilitating communications among the Chair, management and the independent Directors.
Spokesperson	Upon request, acting as the spokesperson for the Board in interactions with third parties.
Succession	Working with the NCGC and the Chair to review, refresh and oversee the Company’s succession plans.

Currently, Mr. Guzzi is the Lead Director and is expected to hold this position until the 2022 Annual Meeting. Following the 2022 Annual Meeting, the Board shall, upon recommendation from the NCGC, appoint a Director for the next three-year Lead Director term. The Board believes that its present leadership structure and composition provides for independent and effective oversight of the Company’s business and affairs. The Board consists of current or former CEOs, CFOs, COOs or senior executives of major companies in similar industries or military leaders, and its Audit, Compensation, and Nominating and Corporate Governance Committees are composed entirely of Directors who meet the independence requirements of the New York Stock Exchange (“NYSE”). Mr. Bakker is the only Director who is a member of executive management. Given the strong leadership of Mr. Bakker as Chairman, President and Chief Executive Officer, the counterbalancing role of the Lead Director, and a Board comprised of effective and independent Directors, the Board believes that its current leadership structure is appropriate at this time.

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Director Independence


	Our Board consists of a majority of independent Directors and our Audit, Compensation, Finance and NCG committees of the Board are 100% independent.

The Guidelines indicate that the Board shall be composed of a majority of independent Directors. Eight of our nine current Directors are independent, and Mr. Shawley was independent during his service in 2021 and 2022. 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 and its subsidiaries in accordance with the rules of the NYSE and the Securities and Exchange Commission (“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 compliance communication resource and Company donations to charitable organizations with which a Director may be affiliated. The Harvey Hubbell Foundation’s various matching gift programs are available to all Directors, officers and employees and such programs match eligible donations made and volunteer hours served to 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 amounts, as applicable, in connection with the Foundation’s Dollars for Doers matching volunteer hours program, subject to various requirements.

The NCGC considered the nature and dollar amounts of the transactions with Directors and determined that none was 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 thresholds. As a result of this review, the Board determined that each of the current Directors is independent other than Mr. Bakker. In addition, the Board determined that Mr. Nord, who served as Executive Chairman of the Board until May 4, 2021, but did not stand for re-election at the 2021 Annual Meeting, was not independent during the period in which he served as a Director. 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.

Board Oversight of Risk


	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. For example, our senior 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.

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In 2021, as part of our 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.

Board Oversight of COVID-19

As the COVID-19 pandemic and its variants continued through 2021, the Board oversaw the Company’s response and strategy related to the pandemic’s impact on Hubbell’s businesses, employees and stakeholders. The Board discussed COVID-19 specific issues at each of its meetings and further reviewed such issues in its Board committee-specific meetings, as applicable. Topics the Board discussed and reviewed related to COVID-19 included, but were not limited to, health and safety, human capital management, financial impact, supply chain disruption, compliance, disclosure issues, strategy, compensation, cybersecurity and liquidity. The Board further reviewed COVID-19 related topics with independent consultants engaged by the Board, including its independent compensation consultant, outside counsel and the Company’s independent registered public accounting firm.

Board Committees

The Board of Directors has established the following standing committees to assist it in fulfilling its responsibilities: Audit, Compensation, Executive, Finance and Nominating and Corporate Governance. The principal responsibilities of each of these committees are described generally below and in detail in their respective committee charters which are available on the Company’s website at www.hubbell.com, or in the case of the Executive Committee Charter, in Article III, Section 1, of the Company’s By-Laws. The Board has determined that each member of the Audit, Compensation and Nominating and Corporate Governance Committees is independent for purposes of the NYSE listing standards and SEC regulations.

Audit Committee

BONNIE C.
LIND
(Chair)

Members:

Rhett A. Hernandez
John F. Malloy
Jennifer M. Pollino

8
Meetings in 2021

97%
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. Mr. Steven R. Shawley had been the Chair of the Audit Committee throughout 2021 until his untimely and recent death in February, 2022.

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Compensation Committee

JOHN G. RUSSELL
(Chair)

Members:

Carlos M. Cardoso
Anthony J. Guzzi
Neal J. Keating
Jennifer M. Pollino

4
Meetings in 2021

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

GERBEN W.
BAKKER (Chair)

Members:

Anthony J. Guzzi
Neal J. Keating
Bonnie C. Lind
John F. Malloy
John G. Russell

Did not meet in 2021

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

JOHN F. MALLOY
(Chair)

Members:

Anthony J. Guzzi
Rhett A. Hernandez
John G. Russell

4
Meetings in 2021

93%
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, divestitures, reorginizations, joint ventures and similar transactions, dividend policies, stock repurchase programs, stock redemption and issuances, and changes in the Company’s capital structure.

• Reviews the Company’s major capital expenditure plans and monitors the Company’s insurance programs and tax strategies.

• Reviews the administration and management of the Company’s pension plans and cash and investment portfolios.

Mr. Steven R. Shawley had been a member of the Finance Committee throughout 2021 until his untimely and recent death in February, 2022.

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Nominating and Corporate Governance Committee

NEAL J. KEATING
(Chair)

Members:

Carlos M. Cardoso
Anthony J. Guzzi
Bonnie C. Lind
John G. Russell

4
Meetings in 2021

100%
Attendance

Independence 5 / 5

Key Oversight Responsibilities

• Develops the Company’s corporate governance guidelines and monitors adherence to its principles.

• Approves related person transactions.

• Evaluates Director independence and compensation.

• Identifies qualified individuals to become Board members, recommends nominees for election or appointment to the Board and oversees the Board’s and management’s performance evaluation and succession planning process.

• 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 14 and the “Director Independence” section on page 22 for more information on the actions taken by the Nominating and Corporate Governance Committee in these areas.

Board Practices and Procedures

Code of Business Conduct and Ethics

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. 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 complete such training and certify compliance with the Code of Conduct. The Code of Conduct can be viewed on the Company’s website at www.hubbell.com. We will disclose any future amendments to, or waivers from, provisions of our Code of Conduct on our website as promptly as practicable, as may be required under applicable SEC and NYSE rules.

Director Resignation Policy

The Board of Directors has adopted a Director resignation policy whereby 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. Following receipt of 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 then, 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.

Shareholder Outreach and Engagement

We value shareholders’ perspectives and have a regular process throughout the year to discuss a range of topics, including our performance, strategy, executive compensation, environmental, social and governance matters. Discussions with our shareholders assist us to set goals and expectations for our performance and facilitate identification of emerging issues that may affect our strategies, corporate governance, compensation practices and other aspects of our operations.

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Our shareholder engagement program includes investor conferences, investor events and one-on-one discussions with our shareholders. In 2021, we reached out to our top 30 shareholders (representing approximately 66% of outstanding shares) to discuss a wide range of business performance, sustainability, climate change, governance, succession, COVID-19, human capital management and compensation topics. In addition, our Chairman, President and CEO, Chief Financial Officer, Senior Vice President, General Counsel and Secretary and other members of senior management engaged with our shareholders on a frequent basis year-round to discuss Hubbell’s strategy, financial and business performance, and ESG programs.

Communications with Directors

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:

By Writing:	Board of Directors
	Hubbell Incorporated
	c/o Katherine A. Lane, Senior Vice President, General Counsel and Secretary
	40 Waterview Drive
	Shelton, Connecticut 06484

By Email:	Secretary@hubbell.com

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 communications.

Attendance


	In 2021, all Directors attended our 2021 Annual Shareholders Meeting and 97% of the Board and committee meetings on which they are a member.

The Board of Directors held 8 total meetings in 2021. During 2021, Directors attended 97% of all meetings of the Board of Directors and committees of which such Director served as a member. Board members are expected to attend the Annual Meeting of Shareholders. At the 2021 Annual Meeting, all Directors were in attendance.

www.hubbell.com

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Additional Resources

The Corporate Governance Guidelines and the following additional materials relating to corporate governance are published on our website at www.hubbell.com.

•	Board of Directors - Current Members and Experience
•	Board Committees - Members and Charters
•	Code of Business Conduct and Ethics
•	Third-Party Code of Business Conduct and Ethics
•	Amended and Restated By-Laws
•	Amended and Restated Certificate of Incorporation
•	Compensation Recovery Policy
•	Stock Ownership and Retention Policy
•	Sustainability report and site
•	Contacting our Board of Directors

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Our Commitment to Sustainability


	Hubbell’s sustainability programs align with driving long-term shareholder growth⁽¹⁾.

Hubbell’s commitment to incorporate social responsibility and sustainability initiatives has been a vital part of our business model for years. Our obligations to employees, customers, suppliers, shareholders and the communities we serve go well beyond providing products and services: we have the opportunity to improve people’s lives and the world around us.

(1)

www.hubbell.com

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Hubbell’s
Sustainability Goals

Reduce our absolute

Scope 1 and 2

greenhouse gas

emissions by 10% by

2025, compared to a

2019 baseline

Reduce our absolute

water consumption

by 10% by 2025,

compared to a

2019 baseline

Sustainability is an

established priority

in Hubbell’s

enterprise-wide

business strategy

Achieved A Sustainability
Disclosures Milestone

In 2021, Hubbell published its inaugural sustainability report. This milestone reflects our dedication to building a cohesive ESG strategy intended to drive long-term value and accountability through meaningful progress and transparent and credible disclosures.

The 2021 Sustainability Report⁽¹⁾ highlights Hubbell’s ESG strategies, programs, and progress towards our goals. Explore the report, and our 2022 Sustainability Report⁽¹⁾(both are available on Hubbell.com), to learn more about our sustainability aspirations and accomplishments.

	*Our CEO’S Strategic Performance Incentive*
In 2021, Hubbell added a strategic component to our Chairman, President and CEO’s annual Short-Term Incentive (“STI”) award design with a 20% weighting tied to performance on strategic initiatives. The addition of this element will support continued focus on critical priorities including diversity, equity, inclusion, sustainability / ESG, and safety.

(1)

The information within the 2021 Sustainability Report, the 2022 Sustainability Report (available on Hubbell.com), and any other information on the company’s sustainability webpage that Hubbell may refer to herein is not incorporated by reference into and does not form any part of this Proxy Statement. Any targets or goals discussed in our sustainability disclosures and within this Proxy Statement may be aspirational, and as such, no guarantees or promises are made that these goals will be met. Furthermore, statistics and metrics disclosed in this Proxy Statement, our sustainability reports, and Hubbell’s sustainability webpage are estimates and may be based on assumptions. We are under no obligation to update such information.

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Year in Review

Reflecting on our ESG milestones in 2021

ENVIRONMENTAL
STEWARDSHIP

We invested in a new carbon accounting and sustainability data management system to help us track our impact and perform against our goals.

We increased our investment in enviromentalrelated capital expenditure projects by 150%.

Energy efficiency projects were deployed in 3 major sites.

SOCIAL
RESPONSIBILITY

Female employees comprised 32% of our global workforce; 44% of our US employees are racially and ethnically diverse.

Over 98,500 learning hours were delivered to our 19,300+ employees.

The Harvey Hubbell Foundation donated over $1 million to charities.

GOVERNANCE &
ACCOUNTABILITY

Hubbell was recognized as one of the 2022 World’s Most Ethical Companies. This was the second time Hubbell has achieved this recognition.

100% of compliance cases are investigated.

Hubbell scored above the Company’s peer group benchmark for our employee ethical culture survey.

Stakeholder Engagement

Engaging with our stakeholders informs our sustainability program. The following lists our key sustainability stakeholders, how we engage with them, and selected topics of interest that they have raised with us.

Stakeholders	Engagement Mechanisms	Topics of Interest
Customers	• Customer learning and development centers • Sales meetings • New product development	• Product and service quality • Product development and innovation • Responsible sourcing and human rights • Environmental sustainability
Employees	• Town hall meetings • Employee intranet and online social community • Employee events, seminars, and employee inclusion group leadership meetings • Training and development sessions	• Product and service quality • Product development and innovation • Responsible sourcing and human rights • On-site service and support • Environmental sustainability
Investors	• Annual meeting • Quarterly and annual reports • Investor calls, meetings, and conferences	• Financial performance • Executive compensation • ESG performance
Suppliers	• Third-party Code of Business Conduct and Ethics supplier screening and vendor onboarding process	• Responsible sourcing • Quality expectations • Supplier diversity
Communities	• Charitable donation employee matching program • Philanthropic donations and partnerships • Employee volunteering with local nonprofits	• Food and housing insecurity • Social and racial justice • Disaster/pandemic relief

www.hubbell.com

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Director Compensation


	Hubbell’s Director compensation program is reviewed by the Board’s independent compensation consultant and benchmarked annually.

The Nominating and Corporate Governance Committee (“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. The NCGC targets director compensation at the median of our peer group, the same peer group used to evaluate the competitiveness of the Company’s executive compensation levels. In addition, the NCGC also reviews Director compensation in relation to general industry companies similar to Hubbell in terms of revenue size as a secondary reference.

Elements of Compensation

In December 2021, following its annual review, the Board of Directors, upon the recommendation of the NCGC and further supported by Exequity, decided to maintain the value of total director compensation as reflected in the table below.

Annual Compensation

SEC Form DEF 14A filed by Hubbell Inc