Linda Hudson
Director at BAC
Board
About Linda P. Hudson
Age 74; independent director since August 2012. Former President & CEO of BAE Systems, Inc. (2009–2014) and the first woman to lead a major national security corporation; prior leadership at BAE’s Land & Armaments group and General Dynamics. Her core credentials emphasize risk management, cybersecurity/technology, strategic planning, and global operations; she is an elected member of the National Academy of Engineering. Current BAC committee service: Corporate Governance Committee (CGC) and Enterprise Risk Committee (ERC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BAE Systems, Inc. (U.S. subsidiary of BAE Systems plc) | President & CEO | Oct 2009–Jan 2014; CEO Emeritus Feb–May 2014 | Led a global, highly regulated defense/aerospace/security firm; deep risk oversight and technology/cybersecurity focus |
| BAE Systems – Land & Armaments | President | Oct 2006–Oct 2009 | Oversight of the world’s largest military vehicle/equipment business |
| BAE Systems plc | Executive Director; Member of Executive Committee | 2009–Jan 2014 (director through Apr 2015) | Board-level governance at a global defense company |
| General Dynamics | Vice President; President, Armament & Technical Products | Prior to BAE tenure | Engineering, operations, program management, business development in defense/aerospace |
| The Cardea Group, LLC | Chairman & CEO (management consulting) | May 2014–Jan 2020 | Strategic advisory leadership |
External Roles
| Organization | Type | Role/Committees | Status/Tenure |
|---|---|---|---|
| Trane Technologies plc (formerly Ingersoll Rand) | Public company | Director; HR & Compensation; Sustainability, Corporate Governance & Nominating; Chair—Technology & Innovation Committee | Current |
| TPI Composites, Inc. | Public company | Director; Nominating & Corporate Governance; Technology Committee | Past five years |
| University of Florida Foundation, Inc. | Non-profit | Director | Current |
| UF Engineering Leadership Institute | Advisory board | Member | Current |
| Shands Teaching Hospital and Clinics, Inc. | Healthcare system board | Director | Current |
| UF Gator Boosters, Inc. | Non-profit athletics | Director | Current |
| Wake Forest University School of Business (Charlotte Center) | Academic | Former Executive Board member | Former |
| Discovery Place | Non-profit education | Former Trustee | Former |
Board Governance
- Independence: Listed “Yes”; independent under NYSE standards and BAC’s categorical standards.
- Committee assignments: Member, Corporate Governance Committee (CGC) and Enterprise Risk Committee (ERC).
- CGC details: 7 meetings in 2024; membership includes Linda P. Hudson. Committee renamed to “Corporate Governance Committee” (from “Corporate Governance, ESG, and Sustainability Committee”) in 2025; no charter changes.
- Attendance: All incumbent directors attended at least 75% of aggregate Board and committee meetings in 2024; all directors serving at the time attended the 2024 annual meeting.
- Independent oversight: 13 executive sessions of independent directors in 2024.
- Tenure: Director since August 2012; broad risk and technology oversight credentials cited.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash Award (annual retainer) | 120,000 | Non‑management director cash retainer; no committee chair/LID increments for Hudson in 2024 |
| Restricted Stock Award (grant-date fair value) | 270,000 | Annual director equity grant pursuant to BACEP; one‑year vesting; dividends accrue and are paid upon vesting |
| All Other Compensation | 0 | No matching gifts or other amounts for Hudson in 2024 |
| Total (2024) | 390,000 | Sum of cash and stock awards |
| Director Compensation Program Evolution | 2022 | 2024 | 2025 (approved for nominees elected at 2025 AGM) |
|---|---|---|---|
| Non‑Mgmt Director Cash Award ($) | 100,000 | 120,000 | 130,000 |
| Non‑Mgmt Director Restricted Stock ($) | 250,000 | 270,000 | 280,000 |
| Lead Independent Director – Incremental Cash ($) | 50,000 | 75,000 | — (structure updated) |
| Lead Independent Director – Incremental Restricted ($) | 100,000 | 125,000 | 175,000 |
| Committee Chair – Incremental Cash ($) | 40,000 (Audit/ER); 30,000 (CHCC/CGC) | Same levels implied | 50,000 for any chair |
Additional program features:
- Director Deferral Plan (DDP): Directors may defer restricted stock into stock units (same vesting) and cash awards into stock or cash accounts; stock account receives dividend equivalents (stock units), cash account earns long-term bond rate interest; paid in lump sum or installments after retirement.
- Restricted stock vesting/proration: One‑year vesting; pro‑rata vesting on retirement; earlier vest on death or change of control.
- Compensation cap: Amended BACEP (subject to shareholder approval of Proposal 4) caps total annual director compensation (cash+equity) at $1 million, with specified exceptions.
- Hedging/pledging: Hedging and speculative trading prohibited; directors cannot pledge equity‑based awards under BACEP; stock retention requirement prohibits selling restricted stock until service termination (except for taxes).
- Options/SARs: Board has not granted stock options or SARs since 2008.
Performance Compensation
| Award Type | Performance Condition | Vesting | Notes |
|---|---|---|---|
| Restricted stock for directors | None (time‑based, not performance‑conditioned) | One‑year standard vest; pro‑rata on retirement; accelerated on death/change of control | Dividends accrue and are paid only upon vest; no RSU/options performance awards for directors; no options/SARs granted since 2008 |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| Trane Technologies plc | Director | HR & Compensation; Sustainability/CGN; Chair—Technology & Innovation | None disclosed with BAC; standard outside board service |
| TPI Composites, Inc. | Director (past 5 years) | Nominating & Corporate Governance; Technology | None disclosed with BAC |
- No disclosed related‑party transactions or subsidiary director fees involving Ms. Hudson (contrast: fees disclosed for directors de Weck and Woods on BAC subsidiaries).
Expertise & Qualifications
- Cybersecurity, technology, and information security; strategic planning; global operations; risk management.
- Career leadership across defense/aerospace/security; first woman CEO of a major national security corporation; elected member, National Academy of Engineering.
Equity Ownership
| As of March 3, 2025 | Common Stock Beneficially Owned | Deferred Director Stock Awards (DDP units) | Unvested RSUs | Total “Other Stock Units” Reporting |
|---|---|---|---|---|
| Linda P. Hudson | 19,507 | 118,421 | — | 137,928 |
| Unvested Director Awards | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Unvested restricted stock/units (#) | 9,362 | 7,046 |
Additional alignment policies:
- All directors (including Hudson) must retain restricted stock until service termination (tax exceptions); hedging prohibited; pledging of equity‑based awards prohibited.
- Each director beneficially owns less than 1% of BAC common stock; no outstanding options or warrants for directors/officers as of the table date.
Governance Assessment
- Board effectiveness: Hudson’s ERC membership and defense/cyber background strengthen risk oversight (including cybersecurity), while CGC membership contributes to board succession, evaluation, and shareholder engagement processes.
- Independence and engagement: Independent status; at least 75% meeting attendance in 2024; attended the 2024 annual meeting; frequent independent executive sessions (13) indicate robust non‑management oversight.
- Pay mix and alignment: Balanced cash ($120k) and equity ($270k) with retention/anti‑hedging rules; sizable deferred stock unit balance (118,421) signals economic alignment with long‑term shareholders.
- Program changes: 2025 increases (cash to $130k; equity to $280k; higher chair/LID increments) reflect expanded time commitments for board leaders, not a shift to guaranteed pay; director equity remains time‑based, with no options since 2008.
- Conflicts/RED FLAGS: No disclosed related‑party transactions, pledging, or hedging; no option repricing; attendance thresholds met. RED FLAGS not observed for Hudson based on available disclosures.