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.     )

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HUBBELL INCORPORATED

(Name of Registrant as Specified in Its Charter)

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

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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.

Table of contents

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

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

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⁾

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

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.

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.

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

.

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:

	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

.

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

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.

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 1/3rd of 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 50th 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.

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.

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		1/3rd		1/3rd		No change – continued focus on Hubbell’s growth initiatives, including organic growth, new product development, and acquisition performance.
OPERATING PROFIT MARGIN		1/3rd		1/3rd		No change – focuses NEOs on improving pricing, productivity and cost while executing operational objectives including footprint optimization and product rationalization.
RELATIVE TSR		Modifier		1/3rd			Elevated from modifier to metric in 2021, ensuring a more critical and direct link with shareholders.
TRADE WORKING CAPITAL AS A % OF SALES		1/3rd		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 BOARD RECOMMENDS A VOTE  FOR THIS PROPOSAL.

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.

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:

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.

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:

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.

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.

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%

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.

Corporate Governance

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.

Board Leadership Structure

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:

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.

Director Independence

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

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.

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.

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	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.

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.

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:

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

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.

Additional Resources

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

Our Commitment to 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 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.

 

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.

Director Compensation

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

Compensation Component		Payment or Value of Equity
Board Service
Annual Board Retainer(1)		$	90,000
Annual Restricted Share Grant(2)		$	145,000
Lead Director Retainer(3)		$	30,000
Committee Service
Committee Annual Retainer(4)		Chair			Member
Audit Committee		$	20,000		$	10,000
Compensation Committee		$	15,000		$	7,000
Finance Committee		$	13,000		$	5,000
NCGC Committee		$	13,000		$	5,000
Board/Committee Meeting Fees			None
Discretionary Fee(5)			Upon NCGC recommendation and consent of the Chairman of the Board, fees commensurate with any activities performed outside the scope of normal Board and Committee service, at the Company’s request. No discretionary fees were paid in 2021.

Deferred Compensation Plan

The Company maintains a Deferred Compensation Plan for non-management Directors (“Deferred Plan for Directors”) which enables Directors, at their election, to defer all or a portion of their annual Board and Committee retainers into:

The Deferred Plan for Directors also enables such Directors, at their election, to defer all or a portion of their annual restricted share grant into a Restricted Stock Unit account providing for the credit of one restricted stock unit for each share of restricted stock deferred. Restricted stock units are subject to the same vesting terms described above and are payable in the form of one share of Common Stock for each restricted stock unit. Dividend equivalents are paid on the restricted stock units contained in the account and converted into additional restricted stock units.

Generally, all distributions under the Deferred Plan for Directors are paid only after termination of service and may be paid in a lump sum or in annual installments, at the Director’s election. However, in the event of a change of control, all amounts credited to a Director’s account are paid in a lump sum, with amounts credited as stock units immediately converted into a right to receive cash.

Charitable Match

The Harvey Hubbell Foundation matches, dollar for dollar, (i) eligible charitable contributions made by a Director and (ii) such other amounts, as applicable, made in connection with the Foundation’s Dollars for Doers matching volunteer hours program to qualifying charitable organizations and educational institutions within certain parameters.

Director Compensation Table

The following table shows the compensation paid by the Company to non-management Directors for service on the Company’s Board of Directors during fiscal year 2021. Mr. Bakker received no compensation beyond that described in the Executive Compensation section on page 59 for his service as a Director.

As of December 31, 2021, the following table shows the balance in each non-management Director’s (i) stock unit account (each stock unit represents the right to receive one share of Common Stock) and (ii) restricted stock unit account (each restricted stock unit represents the right to receive one share of Common Stock) under the Deferred Plan for Directors. See the “Deferred Compensation Plan” section on page 32 for additional information:

Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation

We have determined that our shareholders should vote on the compensation of our NEOs each year, consistent with the preference expressed by our shareholders at the 2017 Annual Meeting. In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, as amended, we are requesting shareholder approval, on an advisory (non-binding) basis, of the compensation of our NEOs as presented in this Proxy Statement in the Compensation Discussion and Analysis beginning on page 35 and the compensation tables and accompanying narrative disclosure in the Executive Compensation section beginning on page 59. It is expected that the next vote on the frequency of a vote on the compensation of our NEOs will occur at the 2023 Annual Meeting of shareholders.

Accordingly, we will present the following resolution for vote at the Annual Meeting:

“RESOLVED, that the shareholders of Hubbell Incorporated (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the 2021 Summary Compensation Table and related compensation tables and narrative disclosure as set forth in this Proxy Statement.”

As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, our executive compensation program has been designed to attract and retain highly talented executives, deliver compensation that is competitive and fair compared to relevant benchmarks, reward strong Company performance and motivate executives to maximize long-term shareholder returns. To achieve our objectives, we have adopted and maintain sound compensation governance practices and a strong pay for performance philosophy pursuant to which the greatest portion of an executive’s total direct compensation is variable and therefore linked to performance on both a short-term and long-term basis.

As an advisory vote, the outcome of this proposal is not binding upon the Company. However, our Compensation Committee and our Board value the opinions of our shareholders and will consider the outcome of this vote when making future compensation decisions for our NEOs.

The affirmative vote of a majority of the votes cast by the holders of the outstanding shares of Common Stock is required to approve, on an advisory, non-binding basis, the compensation of our NEOs. Majority of votes cast means that the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes will not affect the voting results. Broker discretionary voting is not allowed, 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 2.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL BY NON-BINDING VOTE OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Compensation

Discussion and Analysis (“CD&A”)

Our Named Executive Officers

Our business benefits from a strong leadership team with deep experience within and outside our industry.

This Compensation Discussion and Analysis (“CD&A”) section of the Proxy Statement describes the material elements of the 2021 compensation program for the following named executive officers (“NEOs”):

Leadership

GERBEN W. BAKKER Chairman, President and Chief Executive Officer

•   Gerben Bakker named Hubbell’s new Chairman of the Board effective May 4, 2021.   •   Mr. Bakker had previously served as Hubbell’s President and Chief Executive Officer since October, 2020 and prior to that led Hubbell’s Power Segment for many years. Mr. Bakker has been with Hubbell for over 30 years.

2021 Highlights

Performance Summary⁽¹⁾

We measure our progress not only in terms of our financial accomplishments, but also in running our business in the best interests of our shareholders, suppliers, customers, employees, and the communities in which we operate. Our accomplishments in 2021 included:

Compensation Summary

The Compensation Discussion and Analysis reviews the objectives and components of Hubbell’s executive compensation program and discusses the 2021 compensation earned by our NEOs. The CD&A also discusses actions taken based on our ongoing commitment to consider shareholder feedback and to ensure our executive team continues to deliver exceptional shareholder value.

2021 Actions:

		ROBUST SHAREHOLDER ENGAGEMENT		We contacted shareholders representing more than 66% of our outstanding common stock to obtain their views on our compensation programs, ESG and to discuss our COVID-19 related actions.		See Pages 37-38
		SUPPORT ON CURRENT COMPENSATION PROGRAM, PRACTICES, AND DESIGN		Expressed support for design changes made in 2020 and 2021 with a focus on pay for performance and simplicity by balancing internal and external objectives and relative and absolute performance.		See Page 38
		REVIEWED ALL COMPENSATION APPROACHES IN LIGHT OF PANDEMIC		For 2021, short and long term awards will be paid out based on the plan design and targets set in the pre-pandemic environment, without modifications relating to the pandemic.		See Page 39
		MODIFIED CEO SHORT TERM INCENTIVE COMPENSATION		Added a component representing performance on strategic initiatives at 20% weighting. 84% of CEO annual target compensation opportunity is performance-based.		See Page 38
		TRANSPARENT AND COMPETITIVE PROGRAMS		For awards granted in 2021, we simplified Long-Term Performance Awards by moving to 3 overall metrics, increasing the importance of TSR in the overall award, and providing a balanced portfolio of metrics between the short and long-term incentive programs.		See Pages 38-39

Additional information on our 2021 business performance, and the resulting compensation decisions taken by the Compensation Committee, are further summarized in this CD&A.

Notable Activities and Changes

Engagement With Shareholders

Hubbell engages with shareholders throughout the year on diverse topics such as financial performance, compensation and pay for performance, corporate governance, and sustainability and environmental, social and governance (“ESG”). In 2021, members of our senior management engaged in a targeted outreach with Hubbell shareholders representing approximately 66% of Hubbell’s 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.

Hubbell also had many discussions with its shareholders focused on sustainability and governance topics and as a result of such conversations, increased its public disclosures on various ESG related topics, including issuing its inaugural sustainability report in 2021.

 See additional details on page  and additional details on Hubbell’s ESG and sustainability focus on page .

Results of 2021 Advisory Vote on Executive Compensation

Hubbell’s 2021 Say on Pay advisory vote on executive compensation resulted in 97% of the votes cast in favor of the Company’s executive compensation program. Hubbell’s Say on Pay votes have averaged 91% support for the last 10 years. We believe these strong results indicate that our shareholders are generally supportive of our compensation program. Shareholder engagement in 2021 informed our compensation plan design going forward and provided an opportunity to discuss Hubbell’s sustainability and ESG programs, COVID-19 pandemic response, and the impact of the pandemic on our business and compensation programs.

The following sets forth some of the key themes we heard from our shareholders and our responsiveness to their concerns:

	What We Heard			How We Responded
Compensation design should be robust enough to withstand pandemic impacts.			Short and Long-Term awards that include targets relating to performance in 2021 will be paid out according to the plan design and targets, with no modifications or changes, demonstrating a compensation program that is well-designed, balanced, and aligns pay with performance.
Importance of performance orientation to a compensation program.			We maintained the 75% performance-based portion of our Long-Term award grants ensuring pay for performance alignment both on an absolute and relative basis.
Interest in the impact of the COVID-19 pandemic on our business, employees, and compensation plans.			We included information detailing our response to the COVID-19 pandemic throughout the proxy. This information describes Hubbell’s COVID-19 related programs for the health and welfare of our employees as well as compensation actions taken to sustain the organization. See pages 5 and 39.

Compensation Changes In 2021

Hubbell made the following changes to its compensation 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.   This change allows the Compensation Committee to further prioritize and appropriately reward performance on critical metrics including inclusion & diversity, sustainability / ESG and acquisitions.   Also ensures further alignment with the incentive compensation design of the balance of the NEOs.
LONG TERM INCENTIVE FOR ALL NEOs		Simplified the performance share grant (while maintaining the weighting at 50% of the overall equity award) to have 3 equally-weighted metrics (versus 3 metrics plus a modifier).   Replaced Trade Working Capital as % of Sales with Relative 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 metrics in the program.   For 2021, the payout scales for relative metrics will be aligned to a quartile payout approach.

Long-Term Incentive Metrics and Weightings

This overall design of our Long-Term Incentive Program continues to focus our NEOs on our strategic priorities of profitable growth balanced with operational effectiveness, while ensuring alignment with shareholder interests. This program design is described in more detail on page 50.

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

We carefully evaluated the impact of the COVID-19 pandemic on all compensation plans and programs.

The COVID-19 pandemic had a significant impact on Hubbell’s business in 2021. As we navigated through the pandemic, we carefully reviewed our compensation programs and design. The safety of our employees continues to be our top priority, and our overall response to the pandemic is described more fully on page 5.

		Compensation actions to support business in 2021
		As a result of the uncertain environment at the beginning of the global pandemic, Hubbell undertook several key compensation actions in 2021:
			In July, all Hubbell employees participated in our Global Recharge Day - a paid day off to restore, refresh and recharge.
			Increased paid sick time and military leave benefits for employees.
			Enhanced global health and wellness programs with a greater commitment and focus on mental health benefits.

In addition to these measures, Hubbell invested in the safety and well-being of our employees through the implementation of increased safety protocols. See additional information about Hubbell’s COVID-19 response on page .

Portfolio Management

Impact of the sale of the C&I lighting business

In October of 2021, Hubbell entered into a definitive agreement to sell its commercial & industrial lighting (“C&I”) business. In considering the impact of this sale on our compensation plans, we reviewed our plan documents, our award agreements, conferred with our independent compensation consultant, reviewed GAAP (generally accepted accounting principles) requirements, and

considered the intent of our compensation programs. In all instances we reviewed our pay for performance alignment before considering any approaches. As a result, the following is our approach for performance-based compensation programs:

Short Term Incentive – As disclosed on page 5, effective portfolio management is a part of Hubbell’s strategy, and therefore was considered as a part of the decision on the payout percentage of the 20% of the Short-Term incentive plan that is based on performance against strategic objectives.

Long Term Incentive – For the performance period of 2019-2021, the Compensation Committee considered several factors to determine the ultimate payout, including Hubbell's TSR performance at the 75^th percentile relative to our peer group, our internal goals, objectives, and performance, and the sale of our C&I lighting business. In support of the performance share program payouts, Hubbell focused on GAAP principles and reporting. This ensures our incentive plans support rewarding management actions that drive our business and support shareholder interests. Payouts for the performance period 2019-2021 are further described on page 54.

Our Compensation Program

Executive Compensation Objectives

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

Our compensation decisions for 2021 were directly influenced by our 2021 operating results, our extensive shareholder outreach, and reflect our commitment to pay for performance compensation practices. We use the following objectives to guide our decisions:

Compensation Governance Snapshot

The following are highlights of our compensation practices and decisions which exemplify our commitment to sound compensation governance and shareholders’ interests.

CEO Pay vs. Realized Pay vs. Company Performance

The Summary Compensation Table on page 59 discloses annual compensation for our NEOs in accordance with the Securities and Exchange Commission (“SEC”) regulations. These regulations provide that the Long-Term Incentive awards be presented as their grant date value according to accounting rules. While this view of grant-date pay can be helpful to compare target pay across companies, it does not provide an accurate assessment of actual value delivered to NEOs based on Company performance.

Therefore, in order to better assess the relationship between pay and performance, the Compensation Committee reviews Hubbell’s NEOs’ realized compensation and performance, as well as realized compensation and performance relative to our Peer Group. The following table provides descriptions of both Summary Compensation Table pay and realized compensation.

The graph below identifies for Hubbell and our 2021 Peer Companies (as described on page 45) the relationship between CEO pay rank and relative return to shareholders. Each blue dot represents a company in the Peer Group, and the two yellow dots represent Hubbell in 2020 and 2021. The shaded area marks the range that characterizes ideal pay-for-performance alignment given the pay-for-performance relationships exhibited across the peer group. For 2020 and 2021, Hubbell’s CEO’s compensation is aligned with the Company’s TSR performance.

Elements of Compensation

The above chart represents the CEO’s compensation as of Dec 31, 2021 (Mr. Bakker), compared to the other NEOs. As Mr. Bakker continues his tenure as the CEO, it is the Compensation Committee’s intention to provide increases, commensurate with performance and peers/market, primarily in incentive based pay focused on long-term elements.

Our pay for performance compensation philosophy is intended to reward our executives for their contributions toward achievement of the Company’s business strategy and goals. To achieve our compensation objectives, the Company provides its executives with a total direct compensation package consisting of fixed and variable compensation elements that provide executives with income that is reflective of competitive benchmarks and enhances the Company’s ability to attract and retain high quality management talent. Our compensation objectives and business strategy drive how our Compensation Committee designs the elements of our compensation program, as outlined in the following table.

The Compensation Committee reviews a number of factors when establishing target total compensation for executives including, but not limited to, market data, tenure in position, experience, performance and internal pay equity.

Roles for Designing and Delivering Compensation

Hubbell has a clearly defined process and roles in making decisions about compensation over the course of each year.

Process and Timeline for Designing and Delivering Compensation

Over the course of four planned Compensation Committee meetings each year, consistent Compensation Committee agendas ensure thorough review of compensation design and levels for our NEOs. In addition to the planned meetings set forth below, the Compensation Committee also may schedule additional meetings throughout the year on any of the subjects set forth below.

Role of the Compensation Committee and the Independent Compensation Consultant

The Compensation Committee determines the Company’s compensation philosophy and approves each element of executive compensation. The Compensation Committee relies on advice and data provided by Exequity LLP (“Exequity”), an independent outside compensation consultant engaged by the Compensation Committee to assist in its determination of the appropriate amount of total direct compensation for the NEOs. Exequity does not advise the management of the Company and receives no compensation from the Company for services other than those provided to the Compensation Committee and the NCGC (for which it provides guidance on independent Director compensation). See the “Director Compensation” section on page 31. Although the Compensation Committee considers recommendations made by the CEO with respect to executive compensation, the Compensation Committee is solely responsible for making all executive compensation decisions.

The Compensation Committee discusses its compensation philosophy with Exequity and expects Exequity to present options for award practices and provide context for any proposals, but otherwise does not impose any specific limitations or constraints on or direct the manner in which Exequity performs its advisory services. As advisor to the Compensation Committee, Exequity reviews the compensation strategy and pay levels for the Company’s NEOs, examines all aspects of the Company’s executive compensation programs to ensure their ongoing support of the Company’s business strategy and objectives, informs the Compensation Committee of developing legal and regulatory considerations affecting executive compensation and benefit programs and provides general advice to the Compensation Committee with respect to all compensation decisions pertaining to the CEO and to all officer compensation recommendations submitted by management.

The Compensation Committee assesses the independence of Exequity annually and has concluded that no conflict of interest currently exists or existed in 2021 that would prevent Exequity from providing independent advice to the Compensation Committee regarding executive compensation matters. In making this determination, the Compensation Committee considered, among other things, the following factors: (1) Exequity did not provide any non-compensation-related services (and did not receive any fees for any non-compensation-related services); (2) compliance with Exequity’s internal conflict of interest policies; (3) there are no other business or personal relationships between Company management or members of the Compensation Committee and any representatives of Exequity who provide services to the Company; and (4) neither Exequity nor any representatives of Exequity who provide services to the Company own any Common Stock or other securities of the Company.

Compensation Peer Group

The Compensation Committee assesses each element of executive compensation against the median compensation levels paid to executives in comparable positions in similar industries. As a result of COVID-19 and modest, if any, expectations of target pay increases, the Compensation Committee reviewed benchmark data from the Peer Group. Prior years have focused on both Peer Group and general industry survey data to ensure a more robust analysis. However, given the environment, only Peer Group data was assessed to ensure comparability. The Compensation Committee reviewed 2020 benchmarking data to help inform 2021 target compensation. The table below reflects the 2021 Peer Group.

Acuity Brands, Inc.	Donaldson Company, Inc.	IDEX Corporation	Sensata Technologies Holding plc
AGCO Corporation	Dover Corporation	ITT Inc.	Snap-on Incorporated
AMETEK, Inc.	EnerSys	Lincoln Electric Holdings, Inc.	WESCO International, Inc.
Carlisle Companies Incorporated	Fastenal Company	Regal-Beloit Corp.	Woodward, Inc.
Crane Co.	Fortive Corporation	Rockwell Automation, Inc.	Xylem, Inc.
Curtiss-Wright Corporation	Fortune Brands Home & Security, Inc.	Roper Technologies, Inc.

2021 Compensation Results

Base Salary

Base salary is the principal fixed component of total direct compensation paid to the NEOs. Salaries are determined by reference to prevailing market pay rates, scope of job responsibility and incumbent performance considerations. The Company intends its base salary expenditures to be consistent with those incurred by similarly positioned companies in our industry, so the Compensation Committee expects base salaries to approximate the 50^th percentile of the benchmark community practices. Annually, the Compensation Committee reviews and approves increases as appropriate for the NEOs to ensure their base salaries remain close to market-representative pay levels.

Short-term Incentive Compensation

Hubbell’s Short-Term Incentive (“STI”) program provides benefits under its Incentive Compensation Plan, which is similar to the design of executive STI award plans that are common at other companies in the general manufacturing environment. Maintaining an STI program that typifies those used elsewhere enhances the appeal of the Company’s compensation program generally and strengthens the Company’s ability to attract and retain high quality executive talent. Depending on performance in relation to the goals, earned awards can range in size from 0% to 200% of the NEO’s STI target. However, if performance falls below a minimally acceptable threshold, as described below, then no STI award is payable at all. Actual STI awards are only paid to the extent the Company achieves certain performance goals established by the Compensation Committee at the beginning of each year, but the Compensation Committee may use its discretion as to the actual amount of the STI award paid.

The elements of the STI program are:

Annual Short-term Incentive Targets

The Compensation Committee approves annual STI targets based on Peer Group data review. STI targets are expressed as a percentage of base salary, and if targets are changed during the course of the year, the full year target is pro-rated to reflect pre- and post-change periods. Below are the 2021 Targets for each NEO. STI Targets are generally multiplied by the NEO salary in effect on December 31^st of the plan year to calculate the dollar value of the STI target.

STI Design and Metrics

Hubbell’s 2021 STI program is designed to drive performance on our most critical short-term objectives. The following STI Design and Metrics applies to all NEOs.

STI DESIGN

STI METRICS

The following table outlines the metrics and measurements in Hubbell’s 2021 STI design.

See additional details on each NEO’s STI calculation on page

Additional Strategic Objectives Element For CEO

Beginning with the 2021 plan year, we added an element to the Short Term Incentive Design for the CEO representing achievements on the Company’s strategic objectives. This element will represent 20% of the overall design, with the other 80% continuing to be comprised of the Enterprise Performance on EPS and Free Cash Flow. The addition of this element for the CEO design will support continued focus on critical priorities like ESG, portfolio management, digital commerce, cybersecurity, and inclusion and diversity. See page 11 for more details. This also aligns the CEO’s design with the other NEOs.

STI Calculations

Per the elements described above, each NEO has a slightly different calculation methodology for his or her payout. The below graphic outlines the calculations.

Step 1 - Determine the STI Target

Step 2 - Multiply the STI Target by STI Payout Factors

I Mr. Bakker, Mr. Sperry and Ms. Lane

The STI payout factors for Mr. Bakker, Mr. Sperry and Ms. Lane are based 80% on enterprise financial results and 20% on results from their individual contributions to our strategic objectives.

I Mr. Connolly and Mr. Lau

The STI payout factors for Mr. Connolly and Mr. Lau are based 40% on enterprise financial results, 40% on business level results and 20% on results from their individual contributions to our strategic objectives.

Enterprise and Business Level Measures

Payout factors begin at 50% of target (for threshold performance) and are capped at 200% of target (for maximum performance). No payout is provided below threshold performance and the Compensation Committee may not approve a payout factor of greater than 200%. Targets for EPS (65% weighting of overall financials) and Free Cash Flow (35% weighting of overall financials) are approved by the Compensation Committee in February of each year.

In addition to the enterprise measures, which are a part of the STI Design for all NEOs, NEOs who are responsible for business segments within the enterprise are also measured on the financial performance of their segments. In the segments, financial performance is measured through Operating Profit and Operating Cash Flow.

Strategic Objective Measures

For all the NEOs, a portion of their 2021 STI award is based on the performance of Hubbell’s strategic objectives. Strategic objectives are set at the beginning of each year in the categories listed below. At the end of the annual performance period, the Compensation Committee, with input from management, evaluates the enterprise performance on these objectives, and assigns a payout factor for this portion (20%) of the NEO’s overall STI payout. Payout factors can range from 0-200%. The objectives that were set for 2021 are as follows:

	SERVE OUR CUSTOMERS			OPERATE WITH DISCIPLINE			GROW THE ENTERPRISE			DEVELOP OUR PEOPLE
We strive to exceed customer expectations by providing exceptional service and implementing processes that make it easy to do business with us.			We implement industry leading processes to ensure a productive, safe and compliant organization, and maximize our footprint for operational efficiency.			We continue to grow our organization, both through developing innovative new products and by acquiring complementary businesses.			We recruit, hire and develop talent that meets and anticipates the ever-changing needs of our enterprise, while fostering an inclusive and diverse workplace.

2021 Performance Results and Payout

Enterprise Level Measures

The table below shows the enterprise targets and financial payout for 2021 as reviewed and approved by the Compensation Committee.

Business Level Measures

Two of our NEOs had a portion of their STI based on the performance of one of our two business segments. Mr. Connolly leads the Hubbell Utility Solutions Segment, and Mr. Lau leads the Electrical Solutions Segment. Therefore, the OP and OCF performance of those business segments is a portion of their overall STI payout.

Utility Solutions Segment

Electrical Solutions Segment

Strategic Objective Measures

At the end of the performance period, the enterprise performance on the strategic objectives for 2021 was evaluated to determine the payout percentage for the portion of the short-term incentive. Over the course of 2021, the Company made progress against all the strategic objectives as outlined below.

In considering the achievements above, as well as the significant effort put forth to effectively guide the Company through the unprecedented challenges of the COVID-19 pandemic, the Compensation Committee approved a 75% payout for the NEOs for the Strategic Objectives portion of their STI.

In addition to leadership on the enterprise-wide objectives as described above, additional factors considered by the Board and the Compensation Committee in evaluating the performance of the CEO for the 20% strategic objective portion include objectives targeted against Hubbell’s vision to be a valued investment, an inclusive organization, and an exceptional customer partner. In considering Mr. Bakker’s performance here, and in light of the overall assessment of the enterprise as described above, the Compensation Committee approved a 75% payout for Mr. Bakker for the strategic portion of his STI award.

Short-term Incentive Payout

The following table shows the STI award earned by each of the NEOs applying the composite payout percentages achieved on their individual performance measures to each of their STI Targets. Their 2021 STI Award is reflected below and in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 59.

		Performance Measures/Results
		EPS and Free Cash Flow (Enterprise Level)		Operating Profit and Operating Cash Flow (Business Level)		Strategic Objectives (Individual)		Total Composite Payout		STI Target ($)		STI Award ($)
Gerben W. Bakker		78%		—		75%		77%		1,069,750		823,700
William R. Sperry		78%		—		75%		77%		607,500		467,800
Allan J. Connolly		78%		71%		75%		74%		450,000		333,000
Peter J. Lau		78%		88%		75%		81%		420,000		340,200
Katherine A. Lane		78%		—		75%		77%		343,000		264,100

Long-Term Incentive (“LTI”) Compensation

Hubbell maintains a Long-Term Incentive plan that extends to its top talent the opportunity to earn rewards in the form of Company Common Stock pursuant to the Company’s Amended and Restated 2005 Incentive Award Plan (as amended and in effect, the “Equity Plan”). The Equity Plan is designed to:

Changes made to 2021 LTI program informed by shareholder feedback:

	Maintained performance-based elements of the program at 75% with 50% performance shares and 25% stock appreciation rights.
	Simplified performance share program to enhance the role of relative TSR in the program.
	Aligned relative payout scales to market quartile approach.

The above design of the long-term incentive award program reflects a strong performance-based orientation as demonstrated by the following:

This encourages a long-term view and
promotes executive retention

The value of long-term incentive awards granted to executives each year is based on several factors, including external practices, the Company’s financial performance in the short-term and long-term, the value of awards granted in prior years, succession considerations and individual performance.

Performance Share Awards

Our performance share program continues to evolve in response to our shareholders’ feedback and to ensure alignment with our business strategy. The following table outlines the outstanding performance awards granted to our NEOs.

In all cases, the actual number of performance shares earned by each NEO will be determined at the end of the three-year period based on Company performance as measured by the performance metrics and targets set out at the time of the grant, all of which are described in the following pages.

Performance Share Grant Design (2021 Grant)

Performance Share Grants made in February of 2021 are comprised of three equally weighted metrics: Relative Sales Growth, Operating Profit Margin, and Relative Total Shareholder Return. The table below details the metrics and calculation methodology, and why they are important to the business.

Performance Share Grant Targets (2021 Grant)

For the metrics described above, absolute targets are evaluated for each performance period to ensure that the program is designed to deliver continued improvement in the metrics. Relative targets encourage improvement by delivering greater payout for the highest percentile ranking and neutralizes external market effects. The table below sets out each metric at the enterprise level, the respective goals for the three-year period, and the payout percentage of performance shares that would be earned at each specified level of performance. Internally, we communicate to our executives the quartile performance of our peers and Hubbell against operating metrics and focus our executives on achieving top or 2^nd quartile performance, while looking to avoid 3^rd or 4^th quartile performance, ranking at the bottom. As part of the 2021 LTI design, relative scales have been therefore updated to align explicitly with this approach.

Performance Share Grant Design (2018 and 2020 Grants)

Performance Share Grants made in December 2018 and February 2020 are composed of three equally weighted metrics: Relative Sales Growth, Operating Profit Margin and Trade Working Capital as a Percentage of Sales. All three metrics are further modified by Relative Total Shareholder Return. The following table details the metrics and calculation methodology, and why they are important to the business.

Performance Share Grant Targets (2018 and 2020 Grants)

For the metrics described above, absolute targets are evaluated for each performance period to ensure that the program is designed to deliver continued improvement in the metrics. Relative targets encourage improvement by delivering greater payout for the highest percentile ranking. The table below sets out each metric at the enterprise level, the respective goals for the three-year period, and the payout percentage of performance shares that would be earned at each specified level of performance.