DEF 14A of Hubbell Inc, Mar 25, 2024

DEF 14A of Hubbell Inc

Filed Mar 25, 2024 · FY20230001308179-24-000281

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 7 |

  3. Our Director Nominees

    | Proposal 2 | Say on pay: advisory vote on the compensation of the named executive officers. | See page 31 for further information. |

  4. Proposal 1 Election of Directors

    Proposal 1 Election of Directors The Board has fixed the number of Directors to be elected by the shareholders at the 2024 Annual Meeting at 9.

  5. Proposal 1 Election of Directors

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

  6. Director Nominees

    Director Nominees The nominees are proposed by the Board to stand for election at the 2024 Annual Meeting of Shareholders and to serve as Directors until the 2025 Annual Meeting. All of the nominees are current Directors. Our Director nominees offer a diverse range of skills and experience in areas that are relevant to our business and operations.

  7. Director Nominees

    | | | | | | | | | | | | | | SKILLS AND EXPERIENCE | | | | | | | | | | | | | | PUBLIC COMPANY BOARD EXPERIENCE: Hold or have held other public company board positions. | | | | | | | | | | 67% | | | BUSINESS DEVELOPMENT AND STRATEGY: Experience at large/complex organizations providing oversight of strategic priorities, corporate and business plans, and business development. | | | | | | | | | | 100% | | | CEO: Leadership experience as a Chief Executive Officer of one or more large/complex organizations. | | | | | | | | | | 56% | | | CYBERSECURITY AND TECHNOLOGY: Experience and/or expertise in technology or cybersecurity, including information security, and e-commerce. | | | | | | | | | | 78% | | | FINANCIAL: Significant expertise in and an advanced understanding of finance and accounting. | | | | | | | | | | 89% | | | GLOBAL: Board leadership experience with multinational companies or international markets. | | | | | | | | | | 100% | | | MANUFACTURING: Manufacturing experience in the industry and markets served by Hubbell. | | | | | | | | | | 78% | | | RISK MANAGEMENT: Experience at large/complex organizations overseeing various company risks and ensuring that there are appropriate mechanisms and policies in place to mitigate and manage those risks. | | | | | | | | | | 100% | | BACKGROUND | | | | | | | | | | | | | | YEARS ON HUBBELL BOARD | 3 | 11 | <1 | 17 | 3 | 13 | 5 | 12 | 3 | 7 year average | | | AGE | 59 | 66 | 63 | 59 | 71 | 68 | 65 | 69 | 59 | 64 year average | | | RACIAL/ETHNIC DIVERSITY | | | | | | | | | | 11% | | | GENDER DIVERSITY | | | | | | | | | | 33% | | | BORN OUTSIDE OF THE U.S. | | | | | | | | | | 22% |

  8. Director Nominees

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 12 |

  9. Director Nominees

    The following biographies provide certain information about each nominee, including each nominee’s background, age as of the 2024 Annual Meeting, and relevant experience in more detail.

  10. Director Nominees

    | Age: 59 Director since: 2020 CHAIRMAN, PRESIDENT AND CEO, HUBBELL INCORPORATED | GERBEN W. BAKKER | | | | COMMITTEES: • Executive (Chair) DIRECTORSHIPS: • None | QUALIFICATIONS: Mr. Bakker brings to the Board extensive financial, operational, and strategic planning experience and a strong background in the manufacturing industry, including: • Served as Hubbell’s President and COO from June 2019 prior to his appointment to CEO in October 2020. • Served as President of Hubbell Power Systems from 2014 until June 2019. • As President of Hubbell Power Systems, Mr. Bakker oversaw a multi-year period of strong performance and built an industry-leading electrical transmission and distribution components business. • Led Hubbell Power Systems through 12 acquisitions, including Aclara in 2018, growing the organization from $921 million in net sales to $1.8 billion in net sales in four years. • Member of the Board of Trustees of Manufacturers Alliance. | | | Mr. Bakker has served as Chairman, President and Chief Executive Officer of Hubbell since May 2021 and President and Chief Executive Officer and a Director of Hubbell since October 2020. Previously, he served as Hubbell’s President and Chief Operating Officer from June 2019 to October 2020. He served as President of Hubbell Power Systems from 2014 until June 2019. Mr. Bakker began his career with Hubbell in 1988 as a manufacturing engineer with Hubbell Wiring Systems. | | | Age: 66 Director since: 2013 INDEPENDENT | CARLOS M. CARDOSO | | | | COMMITTEES: • Compensation • Nominating and Corporate Governance DIRECTORSHIPS: • Freudenberg Group, since 2021 PRIOR DIRECTORSHIPS: • Garrett Motion Inc., 2018 - 2021 • Stanley Black & Decker, Inc., 2007 - April 2023 | 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. • 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. | |

  11. Director Nominees

    | | | | | | | | | | PUBLIC COMPANY BOARD EXPERIENCE | BUSINESS DEVELOPMENT & STRATEGY | CEO | CYBERSECURITY & TECHNOLOGY | FINANCIAL | GLOBAL EXPERIENCE | MANUFACTURING | RISK MANAGEMENT |

  12. Director Nominees

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 13 |

  13. Director Nominees

    | Age: 63 Director since: 2023 INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT | DEBRA L. DIAL | | | | COMMITTEES: • Audit • Finance DIRECTORSHIPS: • Dow, Inc., since 2021 | QUALIFICATIONS: Ms. Dial brings to the Board deep experience and perspectives in finance and accounting as well as proven leadership skills in areas such as mergers and acquisitions, business strategy, and risk management, including: • Formerly served as Senior Vice President, Chief Accounting Officer and Controller of AT&T Inc. • Previously Vice President of Finance for AT&T Capital Management and Chief Financial Officer for the AT&T Chief Information and Technology Officers. • Membership on the board of Dow, Inc., a public company, and materials science manufacturer, which engages in the development of innovative solutions. • Auditor with KPMG for ten years. | | | Ms. Dial served as the Senior Vice President, Chief Accounting Officer and Controller of AT&T Inc., a global telecommunications company from 2022 to 2023 and Senior Vice President and Controller from 2016 to 2023. Prior to that, Ms. Dial served in various finance leadership roles at AT&T for twenty years. Prior to joining AT&T, Ms. Dial spent ten years at KPMG in its audit practice, where she held roles of increasing responsibility. | | | Age: 59 Director since: 2006 INDEPENDENT LEAD DIRECTOR | ANTHONY J. GUZZI | | | | COMMITTEES: • Compensation • Executive • Finance • Nominating and Corporate Governance DIRECTORSHIPS: • Emcor Group, Inc., since 2009 | 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. • 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. | |

  14. Director Nominees

    | | | | | | | | | | PUBLIC COMPANY BOARD EXPERIENCE | BUSINESS DEVELOPMENT & STRATEGY | CEO | CYBERSECURITY & TECHNOLOGY | FINANCIAL | GLOBAL EXPERIENCE | MANUFACTURING | RISK MANAGEMENT |

  15. Director Nominees

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 14 |

  16. Director Nominees

    | Age: 71 Director since: 2021 INDEPENDENT | RHETT A. HERNANDEZ | | | | COMMITTEES: • Audit • Finance DIRECTORSHIPS: • USAA Federal Savings Bank, since 2019 | QUALIFICATIONS: Mr. Hernandez brings to the Board significant cybersecurity expertise and strong strategic and operational leadership experience as a retired Lieutenant General of the United States Army, including: • President and founder of CyberLens, LLC, a cybersecurity consulting company. • Former Cyber Chair for the United States Military Academy. • Served as the first commander of the United States Army’s Cyber Command/2nd US Army (ARCYBER) where he was responsible for the operations, defense and risk management of the Army’s networks, systems, and cybersecurity organization. • Prior U.S. Army commands include the Deputy Chief of Staff, Army Operations; Chief, U.S. Military Training Mission, Saudi Arabia; and Commanding General, Human Resources Command. • Serves on the board of USAA Federal Savings Bank. | | | Mr. Hernandez has served as the President of CyberLens, LLC (a consulting company that focuses on cybersecurity, strategic planning, and risk management) since 2013. Previously he served in the United States Army for almost forty years, rising to the rank of Lieutenant General at the time of his retirement. | | | Age: 68 Director since: 2010 INDEPENDENT | NEAL J. KEATING | | | | COMMITTEES: • Compensation • Executive • Nominating and Corporate Governance (Chair) DIRECTORSHIPS: • Form Technologies, since 2021 • Triumph Group, Inc., since April 2022 • Barnes Group Inc., since February 2023 PRIOR DIRECTORSHIPS: • Kaman Corporation, 2007 - 2021 | QUALIFICATIONS: Mr. Keating brings to the Board an extensive history of senior executive leadership and board experience and a strong background in international operations, distribution, and mergers and acquisitions, including: • Served as Chairman, President and Chief Executive Officer of Kaman Corporation, a publicly traded aerospace and industrial distribution firm from 2008 to August 2020 and Executive Chairman until April 2021. • Experience as COO of Hughes Supply and Executive Vice President and COO of Rockwell Collins, Commercial Systems. • Former Managing Director and CEO of GKN Aerospace and Director of GKN plc, an international aerospace, automotive and land systems business. • Member of the board of directors at Triumph Group, Inc., a public global aerospace and defense firm and Barnes Group, a public global industrial and aerospace firm. In addition, serves on the board of Form Technologies, a private company specializing in precision engineered components for the automotive, consumer electronics, industrial and aerospace markets. • Member of the board of directors of Embry-Riddle Aeronautical University and Space Florida. | | | Mr. Keating served as the Executive Chairman of the board of Kaman Corporation (a publicly traded aerospace and industrial distribution company) from 2008 to April 2021. Previously, he held the position of President and Chief Executive Officer of Kaman Corporation from 2008 to August 2020 and President and Chief Operating Officer of Kaman Corporation from 2007 to 2008. From 2004 to 2007, he held the position of Chief Operating Officer of Hughes Supply (a wholesale distributor acquired by Home Depot). | |

  17. Director Nominees

    | | | | | | | | | | PUBLIC COMPANY BOARD EXPERIENCE | BUSINESS DEVELOPMENT & STRATEGY | CEO | CYBERSECURITY & TECHNOLOGY | FINANCIAL | GLOBAL EXPERIENCE | MANUFACTURING | RISK MANAGEMENT |

  18. Director Nominees

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 15 |

  19. Director Nominees

    | Age: 65 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 • Albany International Corp., since February 2024 PRIOR DIRECTORSHIPS: • U.S. Silica Holdings, Inc., 2019 - 2021 • Federal Signal Corporation, 2014 - 2018 • Empire District Electric Company, 2009 - 2017 | QUALIFICATIONS: Ms. Lind brings to the Board CFO, Treasurer, financing, manufacturing, mergers and acquisitions, and public company board experience, including: • Served as Senior Vice President, CFO and Treasurer of Neenah, Inc., a global manufacturer of technical specialties products, fine paper and packaging from June 2004 until October 2020. • Experience as Assistant Treasurer of Kimberly-Clark Corporation, a manufacturer of personal care, consumer tissue and health care products. • Membership on the board of Mission Produce, Inc., a publicly traded worldwide avocado business, and Albany International Corp., a publicly traded developer and manufacturer of engineered components. • Formerly served on the board of U.S. Silica Holdings, Inc., a publicly traded performance minerals company and one of the 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: 69 Director since: 2011 INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT | JOHN F. MALLOY | | | | COMMITTEES: • Audit • Executive • Finance (Chair) DIRECTORSHIPS: • Victaulic Company, since 2004 • Hollingsworth & Vose, since 2006 | QUALIFICATIONS: Mr. Malloy brings to the Board many years of senior management, operations, economic and strategic planning experience having served as the CEO and COO of a global manufacturing and distribution company, including: • Serving as Executive Chairman of the Board of Victaulic Company, a privately held mechanical pipe joining systems company. • Served as President and CEO of Victaulic Company 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. | |

  20. Director Nominees

    | | | | | | | | | | PUBLIC COMPANY BOARD EXPERIENCE | BUSINESS DEVELOPMENT & STRATEGY | CEO | CYBERSECURITY & TECHNOLOGY | FINANCIAL | GLOBAL EXPERIENCE | MANUFACTURING | RISK MANAGEMENT |

  21. Director Nominees

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 16 |

  22. Director Nominees

    | Age: 59 Director since: 2020 INDEPENDENT AUDIT COMMITTEE FINANCIAL EXPERT | JENNIFER M. POLLINO | | | | COMMITTEES: • Audit • Compensation DIRECTORSHIPS: • Crane Co., since 2013 • Kaman Corporation, since 2015 PRIOR DIRECTORSHIPS: • Wesco Aircraft Holdings, Inc., 2014 - 2020 | QUALIFICATIONS: Ms. Pollino brings to the Board extensive senior management experience, public company board experience and a strong background in accounting, finance, corporate governance, intellectual capital, and organizational issues, including: • Serving as an Executive Coach and Consultant with JMPollino LLC since July 2012. • Over 20 years in senior executive and general management roles with a leading aerospace products company. • Experience in finance and accounting as Vice President, Finance and Controller of two Goodrich Corporation divisions and Controller of a savings and loan association. • Certified Public Accountant. • Lead Director of Kaman Corporation, a publicly traded aerospace and industrial distribution company. • Serving as a Director on the Board of Teach for America - North Carolina. • Member of the Advisory Board of University of North Carolina - Charlotte, Belk College of Business since 2010. • Serving as a Director of the National Association of Corporate Directors - Carolinas Chapter. | | | Ms. Pollino has served as an executive coach and consultant with JMPollino LLC, a leadership development, talent management and succession planning firm since July 2012. Previously she served as Executive Vice President, Human Resources and Communications, at Goodrich Corporation from February 2005 to July 2012, when Goodrich Corporation was acquired by United Technologies Corporation. Prior to that, she served in various other positions of increasing responsibility during her 20-year tenure with Goodrich Corporation. | |

  23. Director Nominees

    | | | | | | | | | | PUBLIC COMPANY BOARD EXPERIENCE | BUSINESS DEVELOPMENT & STRATEGY | CEO | CYBERSECURITY & TECHNOLOGY | FINANCIAL | GLOBAL EXPERIENCE | MANUFACTURING | RISK MANAGEMENT |

  24. Director Nominees

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 17 |

  25. 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 as it affords continuity and gives the Lead Director time to gain an understanding of Board and management dynamics and to build relationships with the other Directors. The Lead Director is responsible for:

  26. Independent Lead Director

    | 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. |

  27. Independent Lead Director

    Mr. Guzzi is the Lead Director and is expected to hold this position until the 2025 Annual Meeting (subject to annual re-election as a Director). The Board believes that its present leadership structure and composition provides for independent and effective oversight of the Company’s business and affairs. 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, Finance, 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 Hubbell’s strong, independent Lead Director, and a Board otherwise comprised of effective and independent Directors, the Board believes that its current leadership structure is appropriate at this time.

  28. Independent Lead Director

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 19 |

  29. Director Compensation

    Director Compensation

  30. Director Compensation

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

  31. Director Compensation

    The NCGC annually reviews all forms of independent Director compensation 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 competitive benchmarking. The NCGC targets director compensation at the median of the same peer group used to evaluate the competitiveness of the Company’s executive compensation levels. The NCGC also reviews Director compensation in relation to general industry companies similar to Hubbell in terms of revenue size as a secondary reference.

  32. Director Compensation Table

    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 2023. Mr. Bakker received no compensation for his service as a Director beyond that described in the Executive Compensation section on page 53.

  33. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Carlos M. Cardoso | 102,000 | 144,904 | 20,000 | 266,904 | | Debra L. Dial(1) | 52,500 | 144,809 | - | 197,309 | | Anthony J. Guzzi | 137,000 | 144,904 | 23,000 | 304,904 | | Rhett A. Hernandez | 105,000 | 144,904 | 25,000 | 274,904 | | Neal J. Keating | 110,000 | 144,904 | - | 254,904 | | Bonnie C. Lind | 115,000 | 144,904 | - | 259,904 | | John F. Malloy | 113,000 | 144,904 | - | 257,904 | | Jennifer M. Pollino | 107,000 | 144,904 | 31,000 | 282,904 | | John G. Russell | 115,000 | 144,904 | 25,000 | 284,904 |

  34. Director Compensation Table

    | (1) Ms. Dial joined the Board effective July 1, 2023. Accordingly, Ms. Dial’s cash retainer fees represent part-year compensation though she received a full year annual restricted share grant. | | (2) Includes the following amounts deferred and held under the Company’s Deferred Plan for Directors: Mr. Guzzi - $137,000, Mr. Keating - $55,000, and Ms. Lind – $115,000. | | (3) Amounts shown represent (i) the grant date fair value of 527 shares of restricted stock granted to Mr. Cardoso, Mr. Guzzi, Mr. Hernandez, Mr. Keating, Ms. Lind, Mr. Malloy, Ms. Pollino and Mr. Russell at the Company’s May 2, 2023, Annual Meeting of Shareholders as computed in accordance with FASB ASC Topic 718, and (ii) the grant date fair value of 439 shares of restricted stock granted to Ms. Dial on July 1, 2023 as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 18 to the Notes to Consolidated Financial Statements for 2023 contained in the Form 10-K filed with the SEC on February 8, 2024. These shares will vest as of the date of the 2024 Annual Meeting of Shareholders if the Director is still serving at that time (or earlier, upon death or a change in control). Mr. Guzzi, Mr. Keating, and Ms. Lind each elected to defer their entire 2023 annual restricted stock grant pursuant to the terms of the Deferred Plan for Directors. See the below table for the aggregate number of stock awards held by each Director as of December 31, 2023. | | (4) Amounts shown include Company matching contribution to an eligible institution under The Hubbell Foundation’s Matching Gifts Program. |

  35. Director Compensation Table

    As of December 31, 2023, the following table shows the balance in each non-management Director’s stock unit account and restricted stock unit account, if any, under the Deferred Plan for Directors. Each restricted stock unit shown below represents the right to receive one share of Common Stock. See the “Deferred Compensation Plan” section on page 29 for additional information:

  36. Director Compensation Table

    | Name | Aggregate No. of Stock Units Held at Year End (#) | Aggregate No. of Restricted Stock Units Held at Year End (#) | | Carlos M. Cardoso | 2,346 | 7,785 | | Debra L. Dial | — | — | | Anthony J. Guzzi | 31,739 | 13,971 | | Rhett A. Hernandez | — | — | | Neal J. Keating | 7,307 | 13,971 | | Bonnie C. Lind | 2,074 | 4,372 | | John F. Malloy | 1,767 | 1,814 | | Jennifer M. Pollino | — | — | | John G. Russell | 6,235 | 7,023 |

  37. Director Compensation Table

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 30 |

  38. Short-Term Incentive Metrics and Weighting

    Short-Term Incentive Metrics and Weighting All employees eligible to participate in our Short-Term Incentive program, including our NEOs, can earn an annual bonus based 80% on financial results, with the remaining 20% of such bonus tied to initiatives aligned to our annual and multi-year strategy. This allows the Compensation Committee to further prioritize and appropriately reward performance on critical non-financial metrics.

  39. Short-Term Incentive Metrics and Weighting

    | | See additional details on Short-Term Incentives on pages 40-45. |

  40. Short-Term Incentive Metrics and Weighting

    | (1) Adjusted earning per share and free cash flow are non-GAAP financial measures. A reconciliation to the comparable GAAP financial measures can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |

  41. Long-Term Incentive Metrics and Weighting

    Long-Term Incentive Metrics and Weighting The overall design of our Long-Term Incentive program focuses our NEOs on our strategic priorities of profitable growth balanced with operational effectiveness, while ensuring alignment with shareholder interests. 75% of the Long-Term Incentive Award is performance oriented and the remaining 25% is retention oriented. The performance share grant has three equally-weighted financial performance metrics and is 50% of the overall equity award.

  42. Long-Term Incentive Metrics and Weighting

    | | See additional details on Long-Term Incentives on pages 45-49. |

  43. Long-Term Incentive Metrics and Weighting

    | (1) Adjusted operating profit margin is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |

  44. Long-Term Incentive Metrics and Weighting

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 34 |

  45. CEO Pay vs. Realized Pay vs. Company Performance

    | Pay Summary | Description | | Summary Compensation Table (SCT) | SEC mandated disclosure Compensation awarded in the reporting year, as well as value estimates for other types of compensation. Amounts shown for base salary, bonuses, and cash incentives are the amounts earned in the year indicated. Amounts shown for Long-Term Incentive awards reflect the grant-date fair value of restricted shares, stock appreciation rights, and performance shares granted in the year indicated. | | Realized Compensation | Used to measure impact of performance on pay Compensation earned during the reporting year, including the actual results of performance-based Long-Term Incentive compensation, plus compensation awarded prior to the reporting year that remains dependent on Company performance. Amounts included for base salary, bonuses, and cash incentives are the amounts earned in the year indicated (consistent with the SCT). Amounts included for Long-Term Incentive awards reflect the actual value of restricted shares that vested during the period and performance awards paid out during the period (if any), the value of stock appreciation rights exercised during the period, and changes in the value of unvested restricted shares and stock appreciation rights based on changes in our stock price during the period. |

  46. CEO Pay vs. Realized Pay vs. Company Performance

    The graph below identifies for Hubbell and our Peer Group (as described on pages 39-40) the relationship between CEO pay rank and relative return to shareholders for 2023. Each blue dot represents a company in the Peer Group, and the yellow dot represents Hubbell. The shaded area marks the range that characterizes ideal pay-for-performance alignment. “Hubbell (2023)” in the below graph reflects our CEO’s 2023 realized compensation and our TSR performance. Peer company estimated compensation reflects 2022 compensation as reported, including 2023 stock price performance and corresponding 2023 TSR performance. Hubbell (2023) illustrates that our CEO’s compensation is aligned with the Company’s TSR performance. 1-YEAR CEO REALIZED COMPENSATION PERCENTILE VS.

  47. Compensation Governance Snapshot

    | | What We Do | | What We Don’t Do | | Pay for Performance. We closely align pay and performance by placing a significant portion of target total direct compensation to be at risk. | | No Guaranteed Annual Salary Increases or Bonuses. Annual salary increases are based on evaluations of individual performance and the competitive market. Bonus payouts, if any, are based on financial and individual performance against specific targets. | | | Independent Compensation Consultant. The Compensation Committee retains an independent compensation consultant to review and advise on executive compensation matters. | | No Consultant Conflicts. The independent compensation consultant cannot provide any other services to Hubbell without the Compensation Committee’s approval. | | | Robust Performance Goals. We establish clear and measurable goals and hold our executives accountable for achieving specified targets to earn a payout under our incentive plans. Performance goals are linked to operating priorities designed to create long-term shareholder value. | | No Hedging or Pledging. We prohibit our executives, including our NEOs, from hedging or engaging in derivatives trading with respect to company stock and from pledging company stock as collateral for a loan. | | | Annual Benchmarking. We review peer and market practice, as well as pay levels on an annual basis. | | No Excessive Perks. The perquisites provided are restricted to relocation benefits, limited financial and tax planning reimbursements, and limited use of the corporate aircraft, and are subject to Board oversight. | | | Shareholder Engagement. We conduct formal outreach with our investors to discuss our compensation programs, ESG, and other key topics. | | Limited Tax Gross Ups. We do not provide tax gross ups for severance, excise tax, or other benefits provided to our executives (including the NEOs). | | | Strong Governance. We adopted a new compensation recoupment (clawback) policy in 2023 that complies with the new SEC rules and NYSE listing standards, and our Short-Term Incentive plans include the option for only negative discretion by the Compensation Committee regarding award amounts paid. | | No Excessive Supplemental Retirement Plans. We have frozen our supplemental executive retirement plan and only provide new benefits under qualified retirement plans that are made available generally to employees and non-qualified defined contribution plans that are made available to certain executives. | | | Stock Ownership. We require senior executives, including our NEOs, to maintain significant ownership in company stock. Our CEO has an ownership requirement of 5 times his base salary, which he currently satisfies. | | No Repricing or Cash Buyouts. We prohibit the repricing or buyout of options and SARs without shareholder approval. | | | | | No Employment Agreement with CEO or NEOs. We do not have employment agreements with any of our NEOs, including Mr. Bakker, our CEO. | | | | | No Single Trigger on Change in Control Benefits. Change in control benefits are provided only if there is both a change in control and a qualifying termination. | |

  48. Compensation Governance Snapshot

    | 2023 Compensation | What? | When? | How? | Link to Strategy and Performance | | Base Salary | Fixed Cash | Annual | Reviewed annually for potential adjustment based on factors such as market competitiveness, individual performance, and scope of responsibility. | Competitive fixed cash compensation that attracts high caliber executives to lead our Company. | | Short-Term Incentive | Variable Cash | Annual | Based on achievements with respect to Company (and possibly business segment) financial goals and individual performance against the Company’s strategic objectives. | Designed to motivate our executives to attain short-term performance goals that are linked to our long-term financial and strategic performance objectives. | | Long-Term Incentive: 50% Performance Shares | Variable Equity | 3-year performance period | Performance metrics: relative sales growth, adjusted operating profit margin, and relative total shareholder return. | Motivates executives to achieve the Company’s critical long-term financial goals, and aligns executives’ and shareholders’ interests in share price appreciation. | | 25% Stock Appreciation Rights (SARs) | Variable Equity | 3-year period, ratable vesting | Provides value based on the appreciation in our stock price between the date of grant and the date of exercise. | Aligns executives’ and shareholders’ interests in share price appreciation. | | 25% Restricted Shares | Variable Equity | 3-year cliff vesting | Represents a grant of shares of Hubbell’s Common Stock that vest after a three- year period. | Promotes the retention of key executives, and aligns executives’ and shareholders’ interests in share price appreciation. |

  49. Roles for Designing and Delivering Compensation

    | Role | Process | | Compensation Committee | Oversees compensation programs and has ultimate responsibility | | Independent Compensation Consultant | Provides market data, insight, and support and advice to the Compensation Committee | | CEO and Management | Provide data and limited input to the Compensation Committee | | Shareholders | Feedback drives our compensation program design |

  50. Role of the Compensation Committee and the Independent Compensation Consultant

    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, an independent compensation consultant engaged by the Compensation Committee. Exequity does not advise management and receives no compensation from the Company for services other than those provided to the Compensation Committee and the NCGC (for which it provides guidance on independent Director compensation, as described on page 28). Although the Compensation Committee considers recommendations made by the CEO with respect to executive compensation for executives other than himself, the Compensation Committee is solely responsible for making all executive compensation decisions. The Compensation Committee discusses its compensation philosophy with Exequity and expects Exequity to present options for award practices and to provide context for any proposals, but otherwise does not impose any specific limitations or constraints on or direct the manner in which Exequity performs its advisory services. As advisor to the Compensation Committee, Exequity reviews the compensation strategy and pay levels for the NEOs, examines all aspects of the Company’s executive compensation programs to ensure they support the Company’s business strategy and objectives, informs the Compensation Committee of developing regulatory considerations and trends affecting executive compensation and benefit programs and provides general advice with respect to all compensation decisions pertaining to the CEO and to all officer compensation recommendations submitted by management. The Compensation Committee assesses the independence of Exequity annually and has concluded that no conflict of interest currently exists or existed in 2023 that would prevent Exequity from providing independent advice to the Compensation Committee. In making this determination, the Compensation Committee considered, among other things, the following factors: (1) Exequity did not provide any non-compensation-related services to (and did not receive any fees for any non-compensation-related services from) Hubbell; (2) the engagement complied with Exequity’s internal conflict of interest policies; (3) there are no other business or personal relationships between Company management or members of the Compensation Committee and any representatives of Exequity who provide services to the Company; and (4) neither Exequity nor any representatives of Exequity who provide services to the Company own any Common Stock or other Hubbell securities.

  51. Role of the Compensation Committee and the Independent Compensation Consultant

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 38 |

  52. Process and Timeline for Designing and Delivering Compensation

    | The Compensation Committee follows a comprehensive process to determine compensation values and benchmark program design. |

  53. Process and Timeline for Designing and Delivering Compensation

    | FEBRUARY | • | Approve base pay changes, Short-Term Incentive payouts and Long-Term grant values. | | | • | Approve performance goals, plan designs and targets for the LTI and STI programs. | | | • | Finalize performance share payouts for the three-year performance period that ended the prior year and targets for the next three-year grant period. | | | • | Review tally sheets(1) for all NEOs and officers of the Company. | | MAY | • | Review pay for performance and realized compensation analysis for the prior year and three-year periods. | | | • | Consider executive compensation program design trends and regulatory matters. | | | • | Review the composition of the Peer Group. | | | • | Conduct a risk assessment. | | SEPTEMBER | • | Review executive compensation benchmarking against the Peer Group and the general market. | | | • | Review/discuss any program design changes for the upcoming year. | | | • | Review targets and projections for Short-Term Incentives and Long-Term performance grants. | | DECEMBER | • | Conduct initial review of individual executive compensation changes for the upcoming year. | | | • | Continue to review/discuss any program design changes for the upcoming year. | | | • | Continue to review targets and projections for Short-Term Incentives and Long-Term performance grants. |

  54. Process and Timeline for Designing and Delivering Compensation

    | (1) Tally sheets identify and value each element of compensation, including base salary, Short-Term and Long-Term Incentive awards, pension benefits, deferred compensation, perquisites, and potential change in control and severance benefits and provide an aggregate sum for each NEO and officer. |

  55. Compensation Peer Group

    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. The Compensation Committee reviewed 2022 benchmark data from two sources, the Peer Group and general industry survey data, to help inform 2023 target compensation. The Peer Group used to determine pay levels for 2023 was unchanged from the previous year. The tenants of the Peer Group was founded on three primary criteria:

  56. Compensation Peer Group

    | | | | | Industry Affiliation Companies within the Electrical Components and Equipment, Building Products, and Industrial Machinery industries. | Similar Size Companies with revenues ranging from 0.5x to 2.0x of Hubbell’s revenues. Hubbell’s revenues approximate the median of the Peer Group. | Competitors for Talent Companies that are relevant as sources and destinations of talent in critical sales, engineering, and other functional talent areas that drive our business. |

  57. Compensation Peer Group

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 39 |

  58. Compensation 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 Rexnord Corporation | Woodward, Inc. | | Crane Company | Fortive Corporation | Rockwell Automation, Inc. | Xylem, Inc. | | Curtiss-Wright Corporation | Fortune Brands Innovations, Inc. | Roper Technologies, Inc. | |

  59. 2023 Compensation Results

    | The Committee targets the 50th percentile of the Peer Group data for each compensation element. |

  60. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  61. Short-Term Incentive Compensation

    | Hubbell’s Short-Term Incentive program emphasizes our most critical annual financial metrics, Earnings Per Share and Cash Flow and the performance goals are established at the beginning of the year. |

  62. Short-Term Incentive Compensation

    Hubbell’s Short-Term Incentive (“STI”) program, which provides benefits under our Incentive Compensation Plan, is similar to executive STI award plans that are common at other companies in the general manufacturing environment. Maintaining an STI program that typifies those used elsewhere makes the Company’s program competitive and helps us attract and retain high quality executive talent. Actual STI awards can range in size from 0% to 200% of an NEO’s STI target, and are only paid to the extent the Company achieves the performance goals established by the Compensation Committee at the beginning of each year. These goals are intended to be challenging, and consistent with the Compensation Committee’s view of strong business performance. The Compensation Committee may use its discretion to reduce (but not increase) the actual amount of the STI awards paid. Payouts are delivered in cash, subject to applicable tax withholding.

  63. Short-Term Incentive Compensation

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 40 |

  64. Annual Short-term Incentive Targets

    Annual Short-term Incentive Targets STI targets for the NEOs are intended to approximate the median of the market for comparable positions. STI targets are expressed as a percentage of base salary. If targets are changed during the course of the year, the full year target is pro-rated to reflect pre- and post-change periods. The 2023 target awards for the NEOs as approved by the Compensation Committee are shown below.

  65. Annual Short-term Incentive Targets

    | NEO | 2023 STI Target % | | Gerben W. Bakker | 120% | | William R. Sperry | 90% | | Allan J. Connolly | 75% | | Mark E. Mikes(1) | 67.5% | | Katherine A. Lane | 75% | | Gregory A. Gumbs(2) | 37.5% |

  66. Annual Short-term Incentive Targets

    | (1) Mr. Mikes was the President of Hubbell Power Systems, Inc. (“HPS”), a division of the HUS segment from January 1, 2023 through June 30, 2023, and became President of the HES segment on July 1, 2023. Mr. Mikes’ 2023 STI Target % was prorated to reflect pre-and post-change periods. | | (2) Mr. Gumbs joined the Company on July 1, 2023 and his 2023 STI Target % was prorated accordingly. |

  67. Annual Short-term Incentive Targets

    | | STI DESIGN |

  68. Annual Short-term Incentive Targets

    Hubbell’s 2023 STI program for our NEOs is designed to drive performance on our most critical short-term objectives.

  69. Annual Short-term Incentive Targets

    | | STI METRICS |

  70. Annual Short-term Incentive Targets

    The following table explains the metrics and measurements in Hubbell’s 2023 STI design. The applicable performance metrics vary based on whether a NEO leads a business segment or holds an enterprise-wide role.

  71. Annual Short-term Incentive Targets

    | Metric | Level Measured | How is it calculated? | Why is it included in the STI Program? | | Adjusted Earnings Per Share (EPS)(1) | Enterprise | Adjusted net income divided by outstanding shares of Common Stock. | Affects TSR most directly and is the most critical measure of growth. | | Free Cash Flow (FCF)(1) | Enterprise | Cash flow from operations less capital expenditures. | Demonstrates management’s ability to generate cash for the business for ongoing operations and future investments. | | Operating Profit (OP) | Business Segment | Segment-level net sales less cost of goods sold and selling and administrative expenses. | The most comprehensive measure of business segment performance; represents the direct impact of the leader on the business. | | Operating Cash Flow (OCF) | Business Segment | Net cash from operating activities. | Demonstrates segment leaders’ ability to manage on-going operations in a positive manner, generating cash for the enterprise. | | Strategic Objectives | Individual | Compensation Committee evaluation of the CEO’s and other NEOs’ individual impact on Hubbell’s strategic objectives (including CEO input regarding the other NEOs). | Strategic objectives prioritize the most critical short-term and long-term actions for the business in order to deliver shareholder value. |

  72. Annual Short-term Incentive Targets

    Targets for the above metrics are approved by the Compensation Committee in February of each year.

  73. Annual Short-term Incentive Targets

    | (1) Adjusted earnings per share and free cash flow are non-GAAP financial measures. A reconciliation to the comparable GAAP financial measures can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |

  74. Annual Short-term Incentive Targets

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 41 |

  75. STI Calculations

    STI Calculations As shown below, the NEOs’ STI awards are calculated differently depending on their respective roles at Hubbell.

  76. Step 1 - Determine the STI Target

    Step 1 - Determine the STI Target

  77. Step 2 - Multiply the STI Target by STI Payout Factors

    Step 2 - Multiply the STI Target by STI Payout Factors

  78. I Mr. Connolly(1) and Mr. Gumbs(2)

    | (1) Mr. Connolly’s STI award was paid pursuant to his Transition and Separation Agreement. See the “Separation Agreement” section on page 63. | | (2) Mr. Gumbs joined the Company on July 1, 2023 and his STI award was prorated accordingly. |

  79. I Mr. Mikes(3)

    | (3) Mr. Mikes was the President of Hubbell Power Systems, Inc. (“HPS”), a division of the HUS segment from January 1, 2023 through June 30, 2023 and his STI award for such period was calculated in accordance with such position. Mr. Mikes became the President of the HES segment on July 1, 2023 and his STI award for the July 1, 2023 through December 31, 2023 period was calculated in accordance with such new position. |

  80. Strategic Objective Measures

    Strategic Objective Measures A portion of each NEO’s 2023 STI award is based on the attainment of Hubbell’s strategic objectives. Strategic objectives are set at the beginning of each year in the categories listed below, which represent the core pillars of Hubbell’s multi-year strategy. At the end of the annual performance period, the Compensation Committee, with input from the CEO and senior management, evaluates Hubbell’s performance on these objectives, and assigns a payout factor for this portion (20%) of the NEO’s overall STI payout. Payout factors can range from 0-200%.

  81. 2023 Performance Results and Payout

    2023 Performance Results and Payout

  82. Enterprise Level Measures

    | Metric | Target | Performance vs. Target | Payout % | | Adjusted Earnings Per Share(1) | $11.35 | 136% | 200% | | Free Cash Flow(1) | $554M | 131% | 200% | | Blended Payout for Enterprise Level Financial Metrics | | | 200% |

  83. Utility Solutions Segment

    | Metric | Target | Performance vs. Target | Payout % | | Operating Profit | 129% (% vs. PY) | 133% | 200% | | Operating Cash Flow | 103% (% of OP) | 125% | 200% | | Blended Payout for Segment Level Financial Metrics | | | 200% |

  84. Electrical Solutions Segment

    | Metric | Target | Performance vs. Target | Payout % | | Operating Profit | 113% (% vs. PY) | 117% | 185% | | Operating Cash Flow | 100% (% of OP) | 116% | 181% | | Blended Payout for Segment Level Financial Metrics | | | 183% |

  85. Hubbell Power Systems, Inc.

    | Metric | Target | Performance vs. Target | Payout % | | Operating Profit | 123% (% vs. PY) | 125% | 200% | | Operating Cash Flow | 108% (% of OP) | 120% | 199% | | Blended Payout for Segment Level Financial Metrics | | | 200% |

  86. Strategic Objective Measures

    Strategic Objective Measures At the end of the annual performance period, Hubbell’s performance on the strategic objectives for 2023 was evaluated to determine the payout percentage for this portion of the Short-Term Incentive. Over the course of 2023, the Company made progress against all the strategic objectives as outlined below.

  87. Strategic Objective Measures

    To determine the payout of the strategic objective portion of the NEOs’ 2023 Short-Term Incentive, the achievements in each of the four strategic pillars were assessed on a scale of 0 - 200%. The four ratings then averaged with equal weighting to determine a final payout percentage. Based on the strong performance outlined above, the weighted average across all four objectives resulted in a 125% payout for this component. In addition to leadership on the enterprise-wide objectives as described above, factors considered by the Board and the Compensation Committee in evaluating the CEO’s performance of his 20% strategic portion of his STI award include objectives targeted against Hubbell’s vision to be a valued investment, an inclusive organization, and an exceptional customer partner. In considering Mr. Bakker’s performance in such areas, and in light of the overall assessment of the enterprise as described above, the Compensation Committee approved a 125% payout for Mr. Bakker for the strategic portion of his STI award.

  88. Short-Term Incentive Payouts

    Short-Term Incentive Payouts The following table shows the STI award earned by each of the NEOs. These amounts also appear in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 53.

  89. Short-Term Incentive Payouts

    | | Performance Measures/Results | | | | | | | | | | | | | Operating | | | | | | | | | EPS and | Operating | Profit and | | | | | | | | | Free | Profit and | Operating | | | | | | | | | Cash Flow (Enterprise Level) | Operating Cash Flow (Segment Level) | Cash Flow (Business Unit Level) | Strategic Objectives (Individual) | Total Composite Payout | | STI Target ($) | | STI Award ($) | | Gerben W. Bakker | 200% | — | — | 125% | 185% | | 1,320,000 | | 2,442,000 | | William R. Sperry | 200% | — | — | 125% | 185% | | 648,000 | | 1,198,800 | | Allan J. Connolly(1) | 200% | 200% | — | N/A | N/A | | 457,500 | | N/A | | Mark E. Mikes(2) | 200% | 183% | 200% | 125% | 181% | | 405,000 | | 733,500 | | Katherine A. Lane | 200% | — | — | 125% | 185% | | 397,500 | | 735,400 | | Gregory A. Gumbs(3) | 200% | 200% | — | 125% | 185% | | 232,500 | | 430,100 |

  90. Short-Term Incentive Payouts

    | (1) Mr. Connolly’s STI award was paid pursuant to his Transition and Separation Agreement. See the “Separation Agreement” section on page 63. | | (2) Mr. Mikes became the HES segment President on July 1, 2023, prior thereto he was the President of HPS, a Division of the Utility Solutions segment. | | (3) Mr. Gumbs joined Hubbell as the HUS segment President July 1, 2023. |

  91. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Hubbell maintains a Long-Term Incentive (“LTI”) plan that gives our top talent the opportunity to earn rewards in the form of Company Common Stock pursuant to the Company’s Amended and Restated 2005 Incentive Award Plan (as amended and in effect, the “Equity Plan”). The Equity Plan is designed to: • Generate growth in the Company’s share price by rewarding activity that enhances enterprise value. • Ensure long-term rewards are commensurate with performance. • Help leadership accumulate shares, ensuring greater alignment with shareholders. • Motivate, retain, and reward the NEOs.

  92. Long-Term Incentive Compensation

    | | Design | |

  93. Long-Term Incentive Compensation

    We believe the design of our LTI program creates a long-term performance-based orientation and encourages executives to remain with the Company. The value of LTI awards granted to our executives each year is based on several factors, including external benchmarking, the Company’s short- and long-term financial performance, the value of awards granted in prior years, succession considerations, and individual performance.

  94. Long-Term Incentive Compensation

    | Our LTI program includes financial metrics that align with our business strategy. |

  95. Long-Term Incentive Compensation

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 45 |

  96. Performance Share Awards

    Performance Share Awards Our performance share program has evolved in response to our shareholders’ feedback to ensure alignment with our business strategy. The following table outlines the outstanding performance awards granted to our NEOs.

  97. Performance Share Awards

    | Grant Date | Performance Period | Program Metrics | Status | See Page(s) | | Feb. 2023 | 2023 – 2025 | Relative Sales Growth, Adjusted Operating Profit Margin(1), Relative Total Shareholder Return | Pending end of performance period | 46-47 | | Feb. 2022 | 2022 – 2024 | Relative Sales Growth, Adjusted Operating Profit Margin(1), Relative Total Shareholder Return | Pending end of performance period | 46-47 | | Feb. 2021 | 2021 – 2023 | Relative Sales Growth, Operating Profit Margin, Relative Total Shareholder Return | Performance period complete | 47-49 |

  98. Performance Share Awards

    | (1) Adjusted operating profit margin is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |

  99. Performance Share Awards

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

  100. Performance Share Award Index

    Performance Share Award Index For all relative measures in the Performance Share Program, Hubbell uses the S&P Capital Goods 900 Index, which is a compilation of the S&P 400 and S&P 500 Capital Goods indices and not a published index. The Compensation Committee chose this group as it is a more direct comparison to Hubbell’s business and size than any other index.

  101. Performance Share Grant Design (2023 and 2022 Grants)

    Performance Share Grant Design (2023 and 2022 Grants) Performance Share Grants made in February 2023 and February 2022 were based on three equally weighted metrics: Relative Sales Growth, Adjusted Operating Profit Margin(1), and Relative Total Shareholder Return (TSR). In 2022, the Compensation Committee decided to change the operating profit margin metric that had been previously used in 2021 to Adjusted Operating Profit Margin(1) to make Hubbell’s incentive plans more consistent and to tie incentive targets to the underlying performance of the business. The table below details the metrics and calculation methodology, and explains why each metric is important to the business.

  102. Performance Share Grant Design (2023 and 2022 Grants)

    | Metric | Weight | How is it calculated? | Why is it included in the LTI Program? | | Relative Sales Growth | 34% | Hubbell’s compounded annual growth rate as compared to the companies that make up the S&P Capital Goods 900 Index. | Drives growth initiatives, including organic growth, new product development, innovation, and acquisition performance. | | Adjusted Operating Profit Margin(1) | 33% | Adjusted operating income divided by net sales, as compared to a target set at the beginning of the performance period. | Focuses NEOs on margin expansion and productivity while they execute operational objectives including footprint optimization and product rationalization. | | Relative TSR | 33% | Total Shareholder Return (average of the last 20 trading days of the preceding performance period compared to the average of the last 20 trading days of the performance period, with dividends reinvested as shares), as compared to the companies that make up the S&P Capital Goods 900 Index. | Provides balance between internal and external performance and ensures alignment with shareholder value creation. |

  103. Performance Share Grant Design (2023 and 2022 Grants)

    | (1) Adjusted operating profit margin is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |

  104. Performance Share Grant Targets (2023 and 2022 Grants)

    Performance Share Grant Targets (2023 and 2022 Grants) The table below sets out each metric at the enterprise level, the respective goals for the three-year period, and the payout percentage of performance shares that would be earned at each specified level of performance. Internally, we communicate to our executives the quartile performance of our peers and Hubbell for each metric and focus our executives on achieving top or 2nd quartile performance, while looking to avoid 3rd or 4th quartile performance. As part of the 2023 and 2022 LTI design, relative scales align explicitly with this approach.

  105. Performance Share Grant Targets (2023 and 2022 Grants)

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 46 |

  106. Performance Share Grant Targets (2023 and 2022 Grants)

    | RELATIVE SALES GROWTH | | | | | Target(1) | Payout | | Max | > 75th percentile | 200% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% | | No Payout | < 25th percentile | 0% |

  107. Performance Share Grant Targets (2023 and 2022 Grants)

    | ADJUSTED OPERATING PROFIT MARGIN(2) | | | | | | 2023-2025 Target(1) | 2022-2024 Target(1) | Payout | | Max | 18.75% | 17.00% | 200% | | Target | 17.00% | 15.25% | 100% | | Threshold | 15.25% | 13.50% | 50% | | No Payout | < 15.25% | < 13.50% | 0% |

  108. Performance Share Grant Targets (2023 and 2022 Grants)

    | RELATIVE TSR | | | | | Target(1) | Payout | | Max | >75th percentile | 200% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% | | No Payout | < 25th percentile | 0% |

  109. Performance Share Grant Targets (2023 and 2022 Grants)

    | (1) If the Company’s performance for any of the performance metrics falls between the percentages listed on the table, the percentage performance shares earned will be determined by linear interpolation. | | (2) Adjusted operating profit margin is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |

  110. Performance Share Grant Design (2021 Grant)

    Performance Share Grant Design (2021 Grant) Performance share grants made in February 2021 are based on three equally weighted metrics, which are explained in the table below.

  111. Performance Share Grant Design (2021 Grant)

    | Metric | Weight | How is it calculated? | Why is it included in the LTI Program? | | Relative Sales Growth | 34% | Hubbell’s compounded annual growth rate as compared to the companies that make up the S&P Capital Goods 900 Index. | Drives growth initiatives, including organic growth, new product development, innovation, and acquisition performance. | | Operating Profit Margin | 33% | Operating income divided by net sales, as compared to a target set at the beginning of the performance period. | Focuses NEOs on improving pricing, productivity, and costs while they execute operational objectives including footprint optimization and product rationalization. | | Relative TSR | 33% | Total Shareholder Return (average of the last 20 trading days of the preceding performance period compared to the average of the last 20 trading days of the performance period, with dividends reinvested as shares), as compared to the companies that make up the S&P Capital Goods 900 Index. | Provides balance between internal and external performance and ensures alignment with shareholder value creation. |

  112. Performance Share Grant Design (2021 Grant)

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 47 |

  113. Performance Share Grant Targets (2021 Grant)

    Performance Share Grant Targets (2021 Grant) 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.

  114. Performance Share Grant Targets (2021 Grant)

    | RELATIVE SALES GROWTH | | | | | Target(1) | Payout | | Max | > 75th percentile | 200% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% | | No Payout | < 25th percentile | 0% | | OPERATING PROFIT MARGIN | | | | | Target(1) | Payout | | Max | 15.5% | 200% | | Target | 14.5% | 100% | | Threshold | 13% | 50% | | No Payout | < 13% | 0% | | RELATIVE TSR | | | | | Target(1) | Payout | | Max | >75th percentile | 200% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% | | No Payout | < 25th percentile | 0% |

  115. Performance Share Grant Targets (2021 Grant)

    | (1) If the Company’s performance for any of the performance metrics falls between the percentages listed on the table, the percentage performance shares earned will be determined by linear interpolation. |

  116. Performance Share Grant Payout (2021 Grant)

    Performance Share Grant Payout (2021 Grant) The performance period for the LTI performance share grant made in February 2021 ended on December 31, 2023. The table below shows Hubbell’s actual performance with respect to each metric, and the associated payouts.

  117. Performance Share Grant Payout (2021 Grant)

    | Metric | Weight | Target for 100% Payout | Actual Performance | Payout | | Projected Relative Sales Growth(1) | 34% | 50th percentile | 74th percentile | 196% | | OP Margin | 33% | 14.5% | 19.3% | 200% | | Relative TSR | 33% | 50th percentile | 112.3% | 200% | | | | | | 199% |

  118. Performance Share Grant Payout (2021 Grant)

    | (1) The calculation of the relative sales growth measure is dependent upon public availability of financial results from our peer companies. The Compensation Committee cannot determine the level of achievement of the performance criteria until a sufficient number of S&P Capital Goods 900 Index companies report their earnings for the year ended December 31, 2023. As a result, the actual payout results for the 2021-2023 performance share award grants based on Relative Sales Growth will not be determined until April 2024 and such payouts will not be approved by the Compensation Committee until after the filing of this Proxy Statement. The above projections reflect the results available as of March 25, 2024, including consensus estimates for sales growth for the Peer Group. Shareholders are cautioned that this information is preliminary, is subject to change based on the actual reported results of the S&P Capital Goods 900 Index companies and has not been approved by the Compensation Committee. |

  119. Performance Share Grant Payout (2021 Grant)

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 48 |

  120. Stock Appreciation Rights (“SARs”)

    Stock Appreciation Rights (“SARs”) A SAR that vests gives the holder the right to receive the value in shares of the Company’s Common Stock equal to the positive difference between the base price of the SAR and the market value of a share of Common Stock when the SAR is exercised. Generally, SARs vest in three equal installments on each of the first three anniversaries of the grant date. The base price of a SAR is the mean between the high and low trading prices of the Company’s Common Stock as reported on the NYSE on the trading day immediately preceding the date of grant (i.e. for the February 7, 2023 grants, the February 6, 2023 price of $241.17). The Company calculates the value of a vested SAR this way for two reasons: (i) using the trading price from the day before the grant enables the Compensation Committee to know the exact grant price and therefore the exact value of each grant before it is made; and (ii) because of the relatively low volume at which the Company’s stock trades, the mean represents a more accurate picture of the fair market value of the stock than does the closing price. For purposes of determining individual award levels, the number of shares subject to each SAR is formulated on the basis of a modified Black-Scholes calculation. See the section entitled “Equity Award Plan Vesting Provisions-Grant Terms” on page 56 for additional information on the terms of SAR awards.

  121. Time Based Restricted Stock

    Time Based Restricted Stock Time based restricted stock provides incentives for executives to remain employed by the Company and to create and maintain value for shareholders; restricted shares do not vest unless the executive is still employed by the Company, and the value of restricted shares depends on the price of the Company’s stock on the vesting date. Restricted stock awards are granted in shares of the Company’s Common Stock and generally vest on the three-year anniversary of the grant date.

  122. Employee Benefits

    Employee Benefits NEOs receive health and welfare and retirement benefits that are generally available to all employees, which include cafeteria-style plans that provide medical, dental, prescription, life, and disability insurance and the option to purchase other voluntary benefits. The NEOs also receive certain additional retirement benefits, limited perquisites (as detailed on page 51), severance, and change in control protections. These additional benefits are similar to the types and amounts available to senior executives of other manufacturing companies as demonstrated in benchmark data. The following outlines the benefit plans available to the NEOs. The purpose of these plans is, as applicable, to provide retirement planning tools that help the Company attract and retain senior management.

  123. Retirement Plans and Nonqualified Deferred Compensation Plans

    Retirement Plans and Nonqualified Deferred Compensation Plans

  124. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Hubbell maintains a Policy for Providing Severance to Senior Employees (the “Senior Severance Policy”) that generally provides severance to senior management in the event of certain “involuntary” terminations of employment with Hubbell. It has long been Hubbell’s practice to provide Change in Control Severance Agreements (“CIC Agreements”) to its Board appointed officers.

  125. Severance and Change in Control Benefits

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 51 |

  126. Severance and Change in Control Benefits

    The CIC Agreements with the NEOs traditionally have provided, and continue to provide, certain alternative severance benefits in the event an NEO’s employment is involuntarily or constructively terminated in connection with a change in control. Such severance benefits are designed to alleviate the financial impact of termination of employment by providing continued base salary and health benefits and outplacement services. These benefits are designed to foster a stable work environment by reinforcing and encouraging executives’ continued attention and dedication to job responsibilities without the personal distraction or conflict of interest that could arise from concerns about a potential change in control. Previously, the Board had issued CIC Agreements in December 2022 to each of Messrs. Bakker and Sperry and to Ms. Lane to replace their existing CIC Agreements. More recently, the Board entered into similar CIC Agreements with each of Messrs. Gumbs and Mikes. Hubbell’s form of CIC Agreement contains provisions, including restrictive covenants such as a requirement that the NEO execute a release of claims agreement and continue to comply with provisions regarding non-competition, non-solicitation of employees and customers and confidentiality. The decision to offer benefits under the Senior Severance Policy and the CIC Agreements does not influence the Compensation Committee’s determinations concerning other direct compensation or benefit levels. In making the decision to extend these benefits, the Compensation Committee relied on its independent compensation consultant, Exequity, to ensure that such severance and change in control benefits align with relevant market practices and policy statements put forth by governance rating agencies. The Compensation Committee annually reviews Hubbell’s CIC Agreements and benchmarks the provisions with Exequity. The Company’s CIC Agreements contain, among other things, the following types and amounts of compensation benefits payable to NEOs upon a change in control:

  127. Severance and Change in Control Benefits

    | • | Double trigger (change in control plus termination of employment) required to obtain cash severance benefit. | | • | Lump sum cash payments equal to 2.5 times base salary and 2.5 times target bonus for the year in which the change-in-control occurs for Messrs. Bakker and Sperry and 2.0 times base salary and 2.0 times target bonus for the year in which the change-in-control occurs for Messrs. Mikes and Gumbs, and Ms. Lane. | | • | Lump sum payment of the pro-rated target bonus for the year in which termination occurs. | | • | Continued insurance benefits and outplacement services. |

  128. Severance and Change in Control Benefits

    Upon a change in control, under the terms of the LTI awards, all outstanding awards (other than any portion subject to performance-based vesting) will continue in effect or be assumed or substituted by an acquiring company, unless the Compensation Committee elects to terminate an award or cause it to fully vest. If the acquiring company refuses to assume or substitute an award, the Compensation Committee may exercise its discretion to terminate the award in exchange for cash, rights or property, or cause the awards to become fully exercisable prior to the change in control. The portion of an LTI award that is subject to performance-based vesting will remain subject to the terms of the award agreement and the Compensation Committee’s discretion. If an LTI award continues in effect or is assumed or substituted, and the grantee’s employment is terminated without cause or within twelve months following a change in control, then the award will fully vest as of the date of termination. For additional information relating to the Company’s change in control and severance benefits, including under the CIC Agreements and the Senior Severance Policy, see the “Potential Post-Employment Compensation Arrangements” section on pages 61-65

  129. Summary Compensation Table (“SCT”)

    Summary Compensation Table (“SCT”)

  130. Summary Compensation Table (“SCT”)

    | Named Executive Officer | Year | Salary ($) | Bonus(3) ($) | Stock Awards(4) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change in Pension Value and Nonqualified Deferred Compensation Plan Earnings(6) ($) | All Other Compensation(7) ($) | Total ($) | | Gerben W. Bakker Chairman, President and Chief Executive Officer | 2023 | 1,091,231 | — | 4,249,556 | 1,394,918 | 2,442,000 | 248,969 | 239,610 | 9,666,284 | | | 2022 | 1,032,154 | — | 3,579,025 | 1,174,988 | 2,075,000 | — | 283,944 | 8,145,111 | | | 2021 | 972,500 | — | 3,130,670 | 1,025,488 | 823,700 | — | 136,342 | 6,088,700 | | William R. Sperry Executive Vice President, Chief Financial Officer | 2023 | 716,154 | — | 1,484,994 | 487,474 | 1,198,800 | — | 121,995 | 4,009,417 | | | 2022 | 691,923 | — | 1,370,664 | 450,001 | 1,082,100 | — | 101,161 | 3,695,849 | | | 2021 | 672,692 | — | 1,335,717 | 437,506 | 467,800 | — | 89,107 | 3,002,822 | | Allan J. Connolly(1) Former President, Utility Solutions Segment | 2023 | 316,731 | — | — | — | — | — | 2,607,944 | 2,924,675 | | | 2022 | 608,462 | — | 837,695 | 274,986 | 796,100 | — | 75,810 | 2,593,053 | | | 2021 | 597,692 | — | 782,325 | 256,247 | 333,000 | — | 365,437 | 2,334,701 | | Mark E. Mikes(2) President, Electrical Solutions Segment | 2023 | 558,125 | — | 579,439 | 375,057 | 733,500 | 96,243 | 94,866 | 2,437,230 | | Katherine A. Lane Senior Vice President, General Counsel and Secretary | 2023 | 526,923 | — | 723,640 | 237,456 | 735,400 | — | 90,117 | 2,313,536 | | | 2022 | 506,923 | 100,000 | 647,269 | 212,500 | 617,600 | — | 57,091 | 2,141,383 | | | 2021 | 487,692 | — | 610,526 | 200,006 | 264,100 | — | 49,432 | 1,611,756 | | Gregory A. Gumbs(2) President, Utility Solutions Segment | 2023 | 298,077 | 450,000 | 437,540 | 437,519 | 430,100 | — | 39,895 | 2,093,131 |

  131. Summary Compensation Table (“SCT”)

    | (1) The Company entered into a Transition and Separation Agreement with Mr. Connolly on June 6, 2023. See the “Separation Agreement” section on page 63. | | (2) First reported as a NEO in 2023. | | (3) The amounts reported in the Bonus column reflect: (i) a one time cash hiring bonus paid to Mr. Gumbs in 2023, and (ii) a one time cash bonus paid to Ms. Lane in 2022 related to her significant contribution to the Company’s disposition of its commercial and industrial lighting business. | | (4) The amounts reported in the Stock Awards and Option Awards columns reflect the aggregate grant date fair value of restricted stock, performance shares and SARs granted in 2023 as calculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation, see Note 18 to the Consolidated Financial Statements for 2023 in the Form 10-K filed with the SEC on February 8, 2024. The actual value that an executive may realize from an award is contingent upon the satisfaction of the vesting conditions of the award. For SARs, the actual value of the award is based upon the positive difference between the base price and the market value of a share of Common Stock on the date of exercise. Thus, there is no assurance that the value, if any, eventually realized by the executive will correspond to the amount shown. For performance shares with a Relative Sales Growth performance metric, fair value is based upon the average between the high and low trading prices of the Company’s Common Stock on the date preceding the grant date and assumes that the award will vest at target. For Mr. Mikes, the amounts reported include a retention award (restricted stock - $124,926, and a SARs grant - $125,009) granted in February, 2023. | | (5) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect short-term incentive awards earned under the Company’s Short-Term Incentive Plan. See the Short-Term Incentive Compensation section on pages 40-45. Mr. Connolly received a payment equal to a pro rata portion of his target annual cash incentive award pursuant to a Transition and Separation Agreement. See the “Separation Agreement” section on page 63. |

  132. Summary Compensation Table (“SCT”)

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 53 |

  133. Summary Compensation Table (“SCT”)

    | (6) The amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column reflect the aggregate change in the actuarial present value of each NEO’s accumulated benefit under the retirement plans in which they participate. See the “Employee Benefits” section on page 50 and “Non-Qualified Deferred Compensation” section on page 60. The present value of accrued benefits at December 31, 2021 is based on the Pri-2012 Healthy Annuitant Mortality White Collar Tables, sex distinct, with generational projection from 2012 using Scale MP-2021 and using a discount rate of 2.90%. The present value of accrued benefits at December 31, 2022 is based on the Pri-2012 Healthy Annuitant Mortality White Collar Tables, sex distinct, with generational projection from 2012 using Scale MP-2021 and using a discount rate of 5.50%. The present value of accrued benefits at December 31, 2023 is based on the Pri-2012 Healthy Annuitant Mortality White Collar Tables, sex distinct, with generational projection from 2012 using Scale MP-2021 and using a discount rate of 5.20%. Participants are assumed to retire at age 62 or current age, if later. No amounts accumulated under the Company’s EDCP and DC Restoration Plan earn above market or preferential earnings; therefore, no earnings are included in this column. |

  134. Summary Compensation Table (“SCT”)

    | (7) The amounts reported in the All Other Compensation column for 2023 are detailed in the following table: |

  135. Summary Compensation Table (“SCT”)

    | Name | Severance(a) ($) | Perquisites(b) ($) | Retirement Plan Contributions(c) ($) | Total ($) | | Gerben W. Bakker | — | 17,974 | 221,636 | 239,610 | | William R. Sperry | — | 10,000 | 111,995 | 121,995 | | Allan J. Connolly | 2,543,031 | — | 64,913 | 2,607,944 | | Mark E. Mikes | — | 16,947 | 77,919 | 94,866 | | Katherine A. Lane | — | 10,000 | 80,117 | 90,117 | | Gregory A. Gumbs | — | 3,534 | 36,361 | 39,895 |

  136. Summary Compensation Table (“SCT”)

    | (a) The amounts in the Severance column reflect payments made to Mr. Connolly in connection with his departure from the Company. See the “Separation Agreement” section on page 63 |

  137. Summary Compensation Table (“SCT”)

    | (b) The amounts in the Perquisites column reflect the incremental cost to the Company for the actual cost of financial planning or tax preparation services up to a maximum of $10,000 for each NEO, the matching gifts made by The Hubbell Foundation; and personal use of the Company aircraft for Messrs. Bakker - $7,974 and Mikes - $6,947 which includes fuel costs, crew expenses, and landing, hangar, airplane parking, ramp, and maintenance fees. |

  138. Summary Compensation Table (“SCT”)

    | (c) The amounts in the Retirement Plan Contributions column reflect Company 401(k) matching contributions of $9,900 for Messrs. Bakker, Sperry, Connolly, Mikes and Ms. Lane, $6,438 for Mr. Gumbs; and an automatic company retirement contribution of $13,200 for each NEO under the DC Plan. This column also includes the following Company Retirement contribution earned under the DC Restoration Plan in 2023 to be contributed in 2024 for: Mr. Bakker - $113,449, Mr. Sperry - $58,730, Mr. Connolly - $40,463, Mr. Mikes - $31,325, Ms. Lane - $32,581, and Mr. Gumbs - $16,723. This column also includes the following restoration match contributions under the DC Restoration Plan earned in 2023 and to be contributed in 2024 for: Mr. Bakker - $85,087, Mr. Sperry - $30,165, Mr. Connolly - $1,350, Mr. Mikes $23,494, and Ms. Lane - $24,436. |

  139. Summary Compensation Table (“SCT”)

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 54 |

  140. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table presents information concerning plan-based awards granted in 2023 to the NEOs under the Company’s Incentive Plan and Equity Plan. All stock awards are payable in shares of the Company’s Common Stock.

  141. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Shares Underlying Options(4) (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | | | Gerben W. Bakker | STI | 2/7/23 | 660,000 | 1,320,000 | 2,640,000 | — | — | — | — | — | — | — | | | RS | 2/7/23 | — | — | — | — | — | — | 5,784 | — | — | 1,394,927 | | | SAR | 2/7/23 | — | — | — | — | — | — | — | 22,875 | 241.17 | 1,394,918 | | | PS/RSG | 2/7/23 | — | — | — | 1,967 | 3,933 | 7,866 | — | — | — | 907,068 | | | PS/OPM | 2/7/23 | — | — | — | 1,909 | 3,818 | 7,636 | — | — | — | 880,545 | | | PS/TSR | 2/7/23 | — | — | — | 1,909 | 3,818 | 7,636 | — | — | — | 1,067,016 | | William R. Sperry | STI | 2/7/23 | 324,000 | 648,000 | 1,296,000 | — | — | — | — | — | — | — | | | RS | 2/7/23 | — | — | — | — | — | — | 2,021 | — | — | 487,405 | | | SAR | 2/7/23 | — | — | — | — | — | — | — | 7,994 | 241.17 | 487,474 | | | PS/RSG | 2/7/23 | — | — | — | 688 | 1,375 | 2,750 | — | — | — | 317,116 | | | PS/OPM | 2/7/23 | — | — | — | 667 | 1,334 | 2,668 | — | — | — | 307,660 | | | PS/TSR | 2/7/23 | — | — | — | 667 | 1,334 | 2,668 | — | — | — | 372,813 | | Allan J. Connolly(1) | STI | 2/7/23 | 228,750 | 457,500 | 915,000 | — | — | — | — | — | — | — | | Mark E. Mikes | STI | 2/7/23 | 202,500 | 405,000 | 810,000 | — | — | — | — | — | — | — | | | RS | 2/7/23 | — | — | — | — | — | — | 933 | — | — | 225,012 | | | RS | 7/6/23 | — | — | — | — | — | — | 456 | — | — | 149,901 | | | SAR | 2/7/23 | — | — | — | — | — | — | — | 3,690 | 241.17 | 225,016 | | | SAR | 7/6/23 | — | — | — | — | — | — | — | 1,726 | 328.73 | 150,041 | | | PS/RSG | 2/7/23 | — | — | — | 141 | 282 | 564 | — | — | — | 65,038 | | | PS/OPM | 2/7/23 | — | — | — | 137 | 274 | 548 | — | — | — | 63,193 | | | PS/TSR | 2/7/23 | — | — | — | 137 | 273 | 546 | — | — | — | 76,295 | | Katherine A. Lane | STI | 2/7/23 | 198,750 | 397,500 | 795,000 | — | — | — | — | — | — | — | | | RS | 2/7/23 | — | — | — | — | — | — | 985 | — | — | 237,552 | | | SAR | 2/7/23 | — | — | — | — | — | — | — | 3,894 | 241.17 | 237,456 | | | PS/RSG | 2/7/23 | — | — | — | 335 | 670 | 1,340 | — | — | — | 154,522 | | | PS/OPM | 2/7/23 | — | — | — | 325 | 650 | 1,300 | — | — | — | 149,910 | | | PS/TSR | 2/7/23 | — | — | — | 325 | 650 | 1,300 | — | — | — | 181,656 | | Gregory A. Gumbs | STI | 7/6/23 | 116,250 | 232,500 | 465,000 | — | — | — | — | — | — | — | | | RS | 7/6/23 | — | — | — | — | — | — | 1,331 | — | — | 437,540 | | | SAR | 7/6/23 | — | — | — | — | — | — | — | 5,033 | 328.73 | 437,519 |

  142. Grants of Plan-Based Awards in Fiscal Year 2023

    | (1) The Company entered into a Transition and Separation Agreement with Mr. Connolly on June 6, 2023. Any of Mr. Connolly’s unvested RS, SAR, PS/RSG, PS/OPM and PS/TSR awards at the time of his separation from the Company on July 1, 2023 were forfeited. An amount equal to Mr. Connolly’s target 2023 annual cash incentive award, prorated for the period of service during the year, was paid pursuant to his Separation Agreement. See the “Separation Agreement” section on page 63. |

  143. Grants of Plan-Based Awards in Fiscal Year 2023

    | (2) The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns reflect the target, threshold and maximum short-term incentive award opportunity for each of the NEOs under the Company’s Short-Term Incentive Plan. The NEOs are eligible for a payout within the threshold and maximum range depending upon several performance factors such as earnings per share, operating profit improvement, free and operating cash flow and strategic objectives. See the “Short-Term Incentive Compensation” section on pages 40-45. |

  144. Grants of Plan-Based Awards in Fiscal Year 2023

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 55 |

  145. Grants of Plan-Based Awards in Fiscal Year 2023

    | (3) The amounts reported in the Estimated Future Payouts Under Equity Incentive Plan Awards columns reflect the target number of performance shares (“PS”) awarded to the NEOs under the Equity Plan on February 7, 2023, and the threshold and maximum number of performance shares that may be earned. Performance shares are earned on three measures: (i) Relative Sales Growth (“RSG”), (ii) Adjusted Operating Profit Margin (“OPM”) and (iii) Relative Total Shareholder Return (“TSR”). The actual number of performance shares earned will be determined at the end of a three-year period. See the “Performance Share Awards” section on page 46. |

  146. Grants of Plan-Based Awards in Fiscal Year 2023

    | (4) The amounts reported in the All Other Stock Awards and All Other Option Awards columns reflect the number of shares of Restricted Stock (“RS”) and Stock Appreciation Rights (“SARs”) awarded under the Equity Plan on February 7, 2023 and July 6, 2023. SARs are subject to vesting in three equal annual installments on the anniversary of the grant date. Upon retirement, RS will vest in full. SARs and RS become fully vested upon death or disability. |

  147. Grants of Plan-Based Awards in Fiscal Year 2023

    | (5) The amount reported in the Exercise or Base Price of Option Awards column reflects the mean between the high and low trading prices of the Company’s Common Stock on the trading day immediately preceding the date of grant which was the fair market value of the Company’s Common Stock as defined under the Equity Plan. |

  148. Grants of Plan-Based Awards in Fiscal Year 2023

    | (6) The amounts reported in the Grant Date Fair Value of Stock and Option Awards column reflect the aggregate fair value of the RS and SARs granted to each NEO on February 7, 2023 and July 6, 2023, based upon the probable outcome of performance conditions, as applicable, and disclosed in Note 18 within the Notes to the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on February 8, 2024. |

  149. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table provides information on all restricted stock, SARs and performance share awards held by the NEOs of the Company and the value of such holdings measured as of December 31, 2023. All outstanding equity awards are in shares of the Company’s Common Stock.

  150. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Option Awards(2) | | | | Stock Awards | | | | | Name | Grant Date | No. of Securities Underlying Unexercised Options Exercisable (#) | No. of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | No. of Shares or Units of Stock that have not Vested(3) (#) | Market Value of Shares or Units that have not Vested(4) ($) | Equity Incentive Plan Awards: No. of Unearned Shares, Units, or other Rights that have not Vested(5) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or other Rights that have not Vested(6) ($) | | Gerben W. Bakker | 12/5/17 | 19,170 | — | 127.51 | 12/5/27 | — | — | — | — | | | 12/14/18 | 16,547 | — | 105.49 | 12/14/28 | — | — | — | — | | | 7/1/19 | 13,765 | — | 129.28 | 7/1/29 | — | — | — | — | | | 2/13/20 | 33,169 | — | 149.49 | 2/13/30 | — | — | — | — | | | 2/10/21 | 23,230 | 11,615 | 163.26 | 2/10/31 | 6,281 | 2,066,009 | 12,563 | 4,132,348 | | | 2/8/22 | 9,978 | 19,958 | 185.87 | 2/8/32 | 6,322 | 2,079,495 | 12,643 | 4,158,662 | | | 2/7/23 | — | 22,875 | 241.17 | 2/7/33 | 5,784 | 1,902,531 | 11,569 | 3,805,391 | | William R. Sperry | 2/10/21 | — | 4,956 | 163.26 | 2/10/31 | 2,680 | 881,532 | 5,360 | 1,763,065 | | | 2/8/22 | 3,821 | 7,644 | 185.87 | 2/8/32 | 2,421 | 796,340 | 4,842 | 1,592,679 | | | 2/7/23 | — | 7,994 | 241.17 | 2/7/33 | 2,021 | 664,768 | 4,043 | 1,329,864 | | Allan J. Connolly(1) | — | — | — | — | — | — | — | — | — | | Mark E. Mikes | 12/14/18 | 1,539 | — | 105.49 | 12/14/28 | — | — | — | — | | | 2/13/20 | 2,466 | — | 149.49 | 2/13/30 | — | — | — | — | | | 2/10/21 | 2,124 | 1,062 | 163.26 | 2/10/31 | 574 | 188,806 | 1,148 | 377,612 | | | 2/8/22 | 796 | 1,593 | 185.87 | 2/8/32 | 504 | 165,781 | 1,009 | 331,890 | | | 2/7/23 | — | 3,690 | 241.17 | 2/7/33 | 933 | 306,892 | 829 | 272,683 | | | 7/6/23 | — | 1,726 | 328.73 | 7/6/33 | 456 | 149,992 | — | — | | Katherine A. Lane | 7/1/17 | 883 | — | 113.03 | 7/1/27 | — | — | — | — | | | 12/5/17 | 2,442 | — | 127.51 | 12/5/27 | — | — | — | — | | | 12/14/18 | 2,868 | — | 105.49 | 12/14/28 | — | — | — | — | | | 7/1/19 | 8,118 | — | 129.28 | 7/1/29 | — | — | — | — | | | 2/13/20 | 7,417 | — | 149.49 | 2/13/30 | — | — | — | — | | | 2/10/21 | 4,530 | 2,266 | 163.26 | 2/10/31 | 1,225 | 402,939 | 2,450 | 805,879 | | | 2/8/22 | 1,804 | 3,610 | 185.87 | 2/8/32 | 1,143 | 375,967 | 2,287 | 752,263 | | | 2/7/23 | — | 3,894 | 241.17 | 2/7/33 | 985 | 323,996 | 1,970 | 647,992 | | Gregory A. Gumbs | 7/6/23 | — | 5,033 | 328.73 | 7/6/33 | 1,331 | 437,806 | — | — |

  151. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) The Company entered into a Transition and Separation Agreement with Mr. Connolly on June 6, 2023. Any of Mr. Connolly’s unvested RS, SARs, PS/RSG, PS/OPM and PS/TSR awards at the time of his separation from the Company on July 1, 2023 were forfeited. See the “Separation Agreement” section on page 63. | | (2) The Option Awards column reflects SARs that were granted to each NEO on the dates shown. SARs entitle the recipient to receive the value in shares of the Company’s Common Stock equal to the positive difference between the base price and the fair market value of a share of Common Stock upon exercise. Generally, SARs vest and become exercisable in three equal installments on each of the first three anniversaries of the grant date. See the “Equity Award Plan Vesting Provisions-Grant Terms” section on page 56. | | (3) The No. of Shares or Units of Stock that have not Vested column reflects restricted stock granted on the following dates and terms: 7/6/23, 2/7/23, 2/8/22, and 2/10/21 RS grants - Vest on the third-year anniversary of the grant date. See the “Equity Award Plan Vesting Provisions-Grant Terms” section on page 56. | | (4) The Market Value of Shares or Units that have not Vested is based upon the closing market price of the Company’s Common Stock on December 29, 2023, the last business day of 2023, of $328.93. | | (5) The Equity Incentive Plan Awards: No. of Unearned Shares, Units, or Other Rights that have not Vested column reflects performance shares granted on the following dates and terms for the performance periods noted: 2/7/23, 2/8/22 and 2/10/21 - Vest based on achievement of each of three measures as described in the “Performance Share Awards” section on page 46 at the end of a three-year performance period (1/1/23 - 12/31/25, 1/1/22 - 12/31/24 and 1/1/21 - 12/31/23, respectively). | | (6) The Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested column is based upon the closing market price of the Company’s Common Stock on December 29, 2023, the last business day of 2023, of $328.93. |

  152. Outstanding Equity Awards at 2023 Fiscal Year End

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 57 |

  153. Option Exercises and Stock Vested During Fiscal Year 2023

    Option Exercises and Stock Vested During Fiscal Year 2023 The following table provides information on the number of shares acquired and the value realized by the NEOs during fiscal year 2023 on the exercise of SARs and on the vesting of restricted stock and performance shares.

  154. Option Exercises and Stock Vested During Fiscal Year 2023

    | | Option Awards(1) | | Stock Awards | | | Name | No. of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | No. of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($) | | Gerben W. Bakker | 45,541 | 7,287,566 | 5,609 | 1,370,223(2) | | | — | — | 19,892 | 5,063,218(3) | | William R. Sperry | 15,185 | 2,368,305 | 2,676 | 653,720(2) | | | — | — | 9,490 | 2,415,522(3) | | Allan J. Connolly | 28,047 | 4,887,649 | 1,672 | 408,453(2) | | | — | — | 5,931 | 1,509,634 | | Mark E. Mikes | — | — | 625 | 152,681(2) | | | — | — | 2,217 | 564,314(3) | | Katherine A. Lane | — | — | 1,254 | 306,340(2) | | | — | — | 4,448 | 1,132,214(3) | | Gregory A. Gumbs | — | — | — | — |

  155. Option Exercises and Stock Vested During Fiscal Year 2023

    | (1) The amounts reported in the Option Awards - Value Realized Upon Exercise column reflect the number of shares acquired upon exercise multiplied by the difference between the base price of the SAR and the market price of the Company’s Common Stock on the date of exercise. | | (2) The amounts reported in the Stock Awards - Value Realized Upon Vesting column reflect the number of shares of time-based restricted stock acquired upon vesting multiplied by the closing market price of the Company’s Common Stock on February 13, 2023 - $244.29. | | (3) The amounts reported in the Stock Awards - Value Realized Upon Vesting column reflect the number of performance shares earned multiplied by the closing market price of the Company’s Common Stock on the following vesting dates - February 8, 2023 - 241.93 and May 1, 2023 - $270.34. |

  156. Pension Benefits in Fiscal Year 2023

    Pension Benefits in Fiscal Year 2023 The following table provides information on the retirement benefits for the NEOs under the Company’s DB Plan and DB Restoration Plan in which they participate. See the “Employee Benefits” section on page 50.

  157. Pension Benefits in Fiscal Year 2023

    | Name | Plan Name | No. of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During the Last Fiscal Year ($) | | Gerben W. Bakker | DB Plan | 25.92 | 828,893 | — | | | DB Restoration Plan | 25.92 | 2,920,015 | — | | Mark E. Mikes | DB Plan | 27.67 | 841,791 | — | | | DB Restoration Plan | 27.67 | 1,064,338 | — |

  158. Pension Benefits in Fiscal Year 2023

    | (1) For the DB Plan and the DB Restoration Plan, the present value of accrued benefits at December 31, 2023 is determined based on the Pri-2012 Healthy Annuitant Mortality White Collar tables, sex distinct, with generational projection from 2012 using Scale MP-2021 and using a discount rate of 5.20%. Participants are assumed to retire at age 62 or current age, if later. |

  159. Pension Benefits in Fiscal Year 2023

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 58 |

  160. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  161. Non-Qualified Deferred Compensation in Fiscal Year 2023

    Non-Qualified Deferred Compensation in Fiscal Year 2023 The following table provides information on the benefits earned by each NEO under the Company’s EDCP and DC Restoration Plan.

  162. Non-Qualified Deferred Compensation in Fiscal Year 2023

    | Name | EDCP Executive Contributions in 2023(1) ($) | EDCP Aggregate Earnings in Last FY(2) ($) | DC Restoration Plan Registrant Contributions in 2023(3) ($) | DC Restoration Plan Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/23(4) ($) | | Gerben W. Bakker | 189,974 | 171,014 | 108,560 | 61,489 | — | 1,570,191 | | William R. Sperry | 50,131 | 25,319 | 59,831 | 85,996 | (47,244) | 934,877 | | Allan J. Connolly | — | 25,422 | 44,552 | 29,054 | — | 372,446 | | Mark E. Mikes | 536,759 | 299,623 | 24,908 | 22,195 | — | 2,633,415 | | Katherine A. Lane | 263,462 | 30,972 | 23,741 | 14,240 | — | 416,942 | | Gregory A. Gumbs | — | — | — | — | — | — |

  163. Non-Qualified Deferred Compensation in Fiscal Year 2023

    | (1) The amounts reported in the EDCP Executive Contributions in 2023 column reflect elective deferrals of short-term incentive awards into the EDCP as follows: Mr. Bakker – 6% and Mr. Mikes 100%, and elective deferral of base salary as follows: Mr. Bakker - 6%, Mr. Sperry - 7%, and Ms. Lane - 50%. The short-term incentive amounts were earned and deferred for services in 2022 but credited to the EDCP in 2023, which is the time payments under the Incentive Compensation Plan are generally made. The amounts in this column include amounts also included in the Summary Compensation Table for 2023 under the Salary column (for 2023) and the Non-Equity Incentive Compensation Plan column (for 2022). | | (2) The amounts reported in the EDCP Aggregate Earnings in Last FY and DC Restoration Plan Aggregate Earnings in Last FY columns include aggregate notional earnings on the EDCP account balances and the DC Restoration Plan balances in 2023. Amounts deferred under the EDCP and the DC Restoration Plan are credited with earnings on the basis of individual notional investment directions made by each participant. | | (3) The amounts reported in the DC Restoration Plan Registrant Contributions in 2023 column reflect each NEO’s credits under the DC Restoration Plan earned for services in 2022 and credited to the DC Restoration Plan in 2023. The amount does not include the following accrued restoration company retirement contribution and restoration match contributions earned in 2023 to be credited in 2024, which amounts are detailed in the footnote and included in the All Other Compensation column of the Summary Compensation Table on page 53 for 2023: Mr. Bakker - $198,536, Mr. Sperry - $88,895, Mr. Connolly - $41,813, Mr. Mikes - $54,819, Ms. Lane - $57,017, and Mr. Gumbs - $16,723. | | (4) The amounts reported in the Aggregate Balance at 12/31/23 column reflect each NEOs balance credited to the EDCP and the DC Restoration Plan. |

  164. Non-Qualified Deferred Compensation in Fiscal Year 2023

    The material terms of the non-qualified deferred compensation plans are further described under the “Pension Benefit Calculations” section on page 59 and the “Non-Qualified Deferred Compensation” section above.

  165. Non-Qualified Deferred Compensation in Fiscal Year 2023

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 60 |

  166. Potential Payments

    Potential Payments The following table reflects the estimated incremental post-termination amounts that would have been payable to each NEO on December 31, 2023, in the event of death, disability, involuntary termination without cause, retirement, or a change in control combined with an involuntary termination (other than for Mr. Connolly, whose table entries show his actual payment entitlements upon termination on July 1, 2023 as outlined in his Separation Agreement described above). No benefits are provided to an NEO solely upon a change in control unless such officer also experiences a qualifying termination. The amounts in the table are calculated in accordance with the terms of the applicable plans, policies and agreements described above and assume that the NEO has met the applicable eligibility requirements. The amounts in the table do not include (i) any value that would be realized upon the exercise of vested SARs or settlement of vested Performance Shares or RS to the extent the awards were vested prior to December 31, 2023, by their terms, or (ii) the estimated value of vested and accrued pension benefits that would be received upon any termination of employment under the terms of the Company’s retirement plans.

  167. Potential Payments

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 63 |

  168. Post-Employment and Change in Control Payment Table

    | Name | Severance(1) ($) | Equity Awards with Accelerated Vesting(2)(3) ($) | Pension Benefits(4) ($) | Welfare Benefits(5) ($) | Total ($) | | Gerben W. Bakker | | | | | | | Death | — | 24,931,395 | — | — | 24,931,395 | | Disability(6) | — | 24,931,395 | — | — | 24,931,395 | | Involuntary Termination(7) | 2,970,012 | 6,048,035 | — | 87,050 | 9,105,097 | | Retirement(8) | — | 6,048,035 | — | — | 6,048,035 | | Change in Control and Involuntary Termination(9),(10),(11) | 4,291,016 | 24,931,395 | 691,742 | 115,798 | 30,029,951 | | William R. Sperry | | | | | | | Death | — | 9,644,412 | — | — | 9,644,412 | | Disability(6) | — | 9,644,412 | — | — | 9,644,412 | | Involuntary Termination(7) | 1,478,760 | 2,342,640 | — | 69,740 | 3,891,140 | | Retirement(8) | — | 2,342,640 | — | — | 2,342,640 | | Change in Control and Involuntary Termination(9),(10),(11) | 2,509,885 | 9,644,412 | — | 96,880 | 12,251,177 | | Allan J. Connolly | | | | | | | Death | N/A | N/A | N/A | N/A | N/A | | Disability(6) | N/A | N/A | N/A | N/A | N/A | | Involuntary Termination(7) | 838,750 | 1,704,281 | — | 65,048 | 2,608,079 | | Change in Control and Involuntary Termination(9),(10),(11) | N/A | N/A | N/A | N/A | N/A | | Mark E. Mikes | | | | | | | Death | — | 2,521,671 | — | — | 2,521,671 | | Disability(6) | — | 2,521,671 | — | — | 2,521,671 | | Involuntary Termination(7) | 1,304,964 | 811,471 | — | 76,988 | 2,193,423 | | Retirement(8) | — | 811,471 | — | — | 811,471 | | Change in Control and Involuntary Termination(9),(10),(11) | 949,298 | 2,521,671 | 203,489 | 88,694 | 3,763,152 | | Katherine A. Lane | | | | | | | Death | — | 4,542,627 | — | — | 4,542,627 | | Disability(6) | — | 4,542,627 | — | — | 4,542,627 | | Involuntary Termination(7) | 927,484 | — | — | 59,412 | 986,896 | | Change in Control and Involuntary Termination(9),(10),(11) | 1,259,450 | 4,542,627 | — | 71,566 | 5,873,643 | | Gregory A. Gumbs | | | | | | | Death | — | 438,813 | — | — | 438,813 | | Disability(6) | — | 438,813 | — | — | 438,813 | | Involuntary Termination(7) | 542,498 | — | — | 53,354 | 595,852 | | Change in Control and Involuntary Termination(9),(10),(11) | 697,802 | 438,813 | — | 66,634 | 1,203,249 |

  169. CEO Pay Ratio

    CEO Pay Ratio The SEC requires annual disclosure of the ratio of the CEO’s annual total compensation to the annual total compensation of the Company’s median employee. Mr. Bakker had 2023 annual total compensation of $9,666,284 as reflected in the “Total” column reported in the Summary Compensation Table on page 53. Hubbell’s median employee’s annual total compensation for 2023, as described more fully below, was estimated as $49,030. As a result, we estimate that Mr. Bakker’s annual compensation was approximately 197 times that of Hubbell’s median employee. There have not been any significant changes to our employee base, our compensation program or our median employee’s situation that would significantly affect our pay ratio disclosure. Accordingly, as permitted by SEC rules, we calculated the 2023 pay ratio using the same median employee we used for purposes of calculating our 2022 pay ratio. What follows is a description of the methodology used from 2022. Pursuant to Instruction 7 to Item 402(u), Hubbell is omitting from its pay ratio calculation those employees that became employees of the Company in 2023 as a result of the Electro Industries/GaugeTech, Balestro and Systems Control acquisitions which aggregated to 1,262 of Hubbell’s 18,300 employees as of December 31, 2023. For our 2022 proxy, we identified the median of the annual total compensation of all our employees by examining the 2022 annual salary for all employees, excluding the CEO, who were employed by us on November 15, 2022, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2022, as well as our payroll records for all non-U.S. entities. We selected November 15, 2022 because it enabled us to make such identification in a reasonably efficient and economical manner. We did not make any assumptions, adjustments, or estimates with respect to this compensation measure and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2022. After identifying the median employee, we calculated annual total compensation for 2023 for such employee in accordance with SEC rules. Due to the use by other companies of estimates, assumptions, adjustments, and statistical sampling permitted by SEC rules, pay ratio disclosures generally may involve a degree of imprecision. Accordingly, our pay ratio is merely a reasonable estimate calculated in a manner consistent with SEC Rules and may not be comparable to the pay ratio disclosures of other companies.

  170. CEO Pay Ratio

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 65 |

  171. Pay Versus Performance

    Pay Versus Performance The following table provides information about the relationship between the compensation paid to Hubbell’s executives and the Company’s financial performance.

  172. Pay Versus Performance

    | | | | | | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment Based on: | | Net Income from Continuing | | | Year | Summary Compensation Table Total for PEO 1 ($)(1) | Compensation Actually Paid to PEO 1 ($)(2) | Summary Compensation Table Total for PEO 2 ($)(1) | Compensation Actually Paid to PEO 2 ($)(2) | for Non- PEO Named Executive Officers ($)(1) | to Non-PEO Named Executive Officers ($)(2) | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | Operations Attributable to Hubbell ($ millions) | Adjusted Diluted EPS(5) | | 2023 | 9,666,284 | 25,195,604 | N/A | N/A | 2,755,598 | 4,109,289 | 241.91 | 150.48 | 759.8 | 15.33 | | 2022 | 8,145,111 | 16,337,722 | N/A | N/A | 2,343,695 | 4,107,995 | 169.88 | 119.67 | 511.3 | 10.62 | | 2021 | 6,088,700 | 12,169,471 | N/A | N/A | 2,180,790 | 3,924,025 | 147.66 | 146.76 | 365.0 | 8.05 | | 2020 | 6,674,686 | 5,334,561 | 8,981,039 | 7,598,826 | 2,228,169 | 2,320,228 | 108.90 | 118.61 | 330.0 | 7.14 |

  173. Pay Versus Performance

    | (1) Gerben W. Bakker became Chief Executive Officer, effective October 1, 2020, and is reflected in the tables above and below as Principal Executive Officer (“PEO”) 1. Prior to that, David G. Nord served as Chief Executive Officer, and he is reflected in the tables as PEO2. The non-PEO NEOs for 2023 were William R. Sperry, Allan J. Connolly, Gregory A. Gumbs, Katherine A. Lane, Mark E. Mikes; and for 2022 were William R. Sperry, Allan J. Connolly, Peter J. Lau, Katherine A. Lane and Alyssa R. Flynn; and for 2021 were William R. Sperry, Allan J. Connolly, Peter J. Lau and Katherine A. Lane; and for 2020 were William R. Sperry, Allan J. Connolly, Stephen M. Mais, and Rodd R. Ruland. |

  174. Pay Versus Performance

    | (2) Compensation Actually Paid (“CAP”) reflects the exclusions and inclusions for the PEOs and NEOs set forth below. |

  175. Pay Versus Performance

    | PEO 1: Gerben W. Bakker | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | | 9,666,284 | 8,145,111 | 6,088,700 | 6,674,686 | | Less: | Aggregate grant date fair value of restricted stock and performance shares granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | (4,249,556) | (3,579,025) | (3,130,670) | (2,541,156) | | Less: | Aggregate grant date fair value of SARs granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | (1,394,918) | (1,174,988) | (1,025,488) | (838,512) | | Plus: | The fair value as of the end of the fiscal year of unvested equity awards granted in that year | 10,631,950 | 8,505,609 | 6,411,661 | 3,663,876 | | Plus: | The change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year | 6,757,770 | 2,784,556 | 3,216,228 | (55,020) | | Plus: | The change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year | 3,784,074 | 1,656,459 | 601,582 | 147,663 | | Plus: | Dividends or other earnings paid in stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | | Plus: | Awards that are granted and vest in the same year, the fair value as of the vesting date | — | — | — | — | | Less: | Aggregate change in the actuarial present value of accumulated benefit under the retirement plans in which they participate | — | — | — | (1,716,976) | | Less: | Awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | — | — | — | — | | Plus: | Service costs, or the actuarial present value of applicable benefit under all such plans attributable to services rendered during the applicable fiscal year and any prior service costs, where applicable | — | — | 7,458 | — | | Compensation Actually Paid to PEO 1 | | 25,195,604 | 16,337,722 | 12,169,471 | 5,334,561 |

  176. Pay Versus Performance

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 66 |

  177. Pay Versus Performance

    | PEO 2: David G. Nord | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | | N/A | N/A | N/A | 8,981,039 | | Less: | Aggregate grant date fair value of restricted stock and performance shares granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | N/A | N/A | N/A | (3,862,554) | | Less: | Aggregate grant date fair value of SARs granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | N/A | N/A | N/A | (1,274,491) | | Plus: | The fair value as of the end of the fiscal year of unvested equity awards granted in that year | N/A | N/A | N/A | 5,569,030 | | Plus: | The change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year | N/A | N/A | N/A | (770,376) | | Plus: | The change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year | N/A | N/A | N/A | 1,026,483 | | Plus: | Dividends or other earnings paid in stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | N/A | N/A | N/A | — | | Plus: | Awards that are granted and vest in the same year, the fair value as of the vesting date | N/A | N/A | N/A | — | | Less: | Aggregate change in the actuarial present value of accumulated benefit under the retirement plans in which they participate | N/A | N/A | N/A | (2,070,305) | | Less: | Awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | N/A | N/A | N/A | — | | Plus: | Service costs, or the actuarial present value of applicable benefit under all such plans attributable to services rendered during the applicable fiscal year and any prior service costs, where applicable | N/A | N/A | N/A | — | | Compensation Actually Paid to PEO 2 | | N/A | N/A | N/A | 7,598,826 |

  178. Pay Versus Performance

    | Non-PEO Named Executive Officers | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | | 2,755,598 | 2,343,695 | 2,180,790 | 2,228,169 | | Less: | Aggregate grant date fair value of restricted stock and performance shares granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | (645,123) | (776,747) | (834,774) | (879,657) | | Less: | Aggregate grant date fair value of SARs granted in the applicable year as calculated in accordance with FASB ASC Topic 718 | (307,501) | (254,992) | (273,441) | (253,122) | | Plus: | The fair value as of the end of the fiscal year of unvested equity awards granted in that year | 1,597,127 | 1,845,901 | 1,709,616 | 1,226,859 | | Plus: | The change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year | 890,754 | 623,409 | 884,446 | (87,273) | | Plus: | The change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year | 521,081 | 326,729 | 257,388 | 135,936 | | Plus: | Dividends or other earnings paid in stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | — | — | — | | Plus: | Awards that are granted and vest in the same year, the fair value as of the vesting date | — | — | — | — | | Less: | Aggregate change in the actuarial present value of accumulated benefit under the retirement plans in which they participate | — | — | — | (50,684) | | Less: | Awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | (702,647) | — | — | — | | Plus: | Service costs, or the actuarial present value of applicable benefit under all such plans attributable to services rendered during the applicable fiscal year and any prior service costs, where applicable | — | — | — | — | | Compensation Actually Paid to Non-PEO Named Executive Officers | | 4,109,289 | 4,107,995 | 3,924,025 | 2,320,228 |

  179. Pay Versus Performance

    | (3) Dollar values assume $100 was invested for the cumulative period from December 31, 2019 through December 31, 2023, in either the Company or the peer group, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. | | (4) For purposes of this disclosure, the peer group used is the Dow Jones U.S. Electrical Components & Equipment Index. | | (5) “Adjusted Diluted EPS” was determined to be the “most important” financial performance metric used to link performance to CAP for 2023. Adjusted Diluted EPS is a non-GAAP financial measure. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. |

  180. Pay Versus Performance

    | HUBBELL INCORPORATED | 2024 PROXY STATEMENT | 67 |

  181. Stock Ownership of Directors and Executive Officers

    | (1) Represents shares of Common Stock obtainable upon the exercise of stock appreciation rights under the Equity Plan. See the “Outstanding Equity Awards at 2023 Fiscal Year End” section on page 57. | | (2) Represents stock units (each stock unit consisting of one share of Common Stock) held under the Company’s Deferred Plan for Directors, as of March 8, 2024. See the section “Deferred Compensation Plan” on page 29. | | (3) Represents vested and unvested restricted stock units (“RSUs”) (each RSU consisting of the right to receive one share of Common Stock) held under the Company’s Deferred Plan for Directors, as of March 8, 2024. See the “Deferred Compensation Plan” section on page 29. | | (4) Includes 527 shares of Common Stock granted as restricted stock under the Equity Plan, on May 2, 2023 which vest on the date of the 2024 Annual Meeting of Shareholders if the Director is still serving (or earlier, upon death or a change in control). | | (5) Represents shares of Common Stock granted as restricted stock under the Equity Plan, on July 1, 2023 which vest on the date of the 2024 Annual Meeting of Shareholders if the Director is still serving (or earlier, upon death or a change in control). | | (6) Does not include the following shares of Common Stock granted as restricted stock under the Equity Plan which vest at the end of a three-year performance period subject to achievement of certain performance goals. Mr. Bakker - 16,261, Mr. Sperry - 5,860, Mr. Gumbs - 2,040, Ms. Lane - 2,908 and Mr. Mikes - 2,957; and all executive officers as a group 32,274 shares. See the “Outstanding Equity Awards at 2023 Fiscal Year End” section on page 57. | | (7) Includes 100,000 shares of Common Stock held by The Hubbell Foundation of which two corporate officers and two senior employees of the Company are co-trustees and have shared voting and investment power. | | (8) Mr. Connolly’s last day with the Company was July 1, 2023. |