Carlos Cardoso
HUBBELLAbout Carlos M. Cardoso
Independent director of Hubbell Incorporated since 2013; age 67. Former Chairman and CEO of Kennametal, with deep manufacturing and operations experience across Flowserve, Honeywell, and Colt’s; principal of CMPC Advisors LLC since 2015. Current committee roles include Chair of the Compensation Committee (effective May 7, 2024), member of the Executive Committee, and member of the Nominating & Corporate Governance Committee. The Board has determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kennametal, Inc. | Chairman | 2008–2014 | Led board and strategy during tenure as Chairman |
| Kennametal, Inc. | President & CEO | 2006–2014 | Operational transformation, public company leadership |
| Kennametal, Inc. | EVP & COO; VP, Metalworking Solutions | 2003–2006 | Manufacturing/operations leadership |
| Garrett Motion Inc. | Chairman | 2018–2021 | Public company board leadership |
| CMPC Advisors LLC | Principal | Since Jan 2015 | Investment advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Freudenberg Group | Director | Since 2021 | Current directorship |
| Stanley Black & Decker, Inc. | Director | 2007–Apr 2023 | Prior public company board |
| Garrett Motion Inc. | Director/Chairman | 2018–2021 | Prior public company board |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: Chair since May 7, 2024; 4 meetings in 2024; 100% attendance; committee fully independent (4/4). Responsibilities include CEO/NEO pay oversight, ownership/retention guidelines, peer group approval; uses independent consultant Exequity LLP .
- Executive Committee: Member; 1 meeting in 2024; 100% attendance; independence 5/6 (CEO on committee). Joined upon becoming Compensation Chair .
- Nominating & Corporate Governance Committee: Member; 4 meetings in 2024; 100% attendance; independence 4/4. Oversight of board refreshment, succession, governance guidelines, independence evaluations, related-person transaction approvals, and sustainability oversight .
- Board attendance: Board held 8 meetings in 2024; directors averaged 98% attendance. Independent directors constitute 9 of 10 current directors; Audit, Compensation, Finance, and NCGC are 100% independent .
- Compensation Committee governance: No interlocks or insider participation in 2024; all members were independent and not company officers .
- Shareholder-centric governance signals: Majority voting standard in uncontested elections proposed for shareholder approval; active investor engagement including top-25 holders representing >61% of outstanding shares .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 113,720 |
| Stock Awards (grant-date fair value) | 159,645 |
| All Other Compensation (incl. charitable match) | 20,000 |
| Total | 293,365 |
- 2024 annual director equity grant: 409 restricted shares granted May 7, 2024; vest at the 2025 Annual Meeting if serving (or earlier upon death or change in control); fair value computed under ASC 718 .
- Observation: Equity awards exceeded cash fees in 2024, supporting alignment with shareholder outcomes .
Performance Compensation
- Non-management director awards are time-based restricted stock; no performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation in 2024 disclosures. 2024 director equity grants vest based on continued service through the 2025 Annual Meeting (or earlier upon death/change in control) .
- Change-in-control treatment: Director equity grants accelerate upon change in control per footnote; broader LTI CIC mechanics for employees governed by plan terms and committee discretion, with full vesting upon qualifying termination within 12 months post-CIC for continued/assumed awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current boards | Freudenberg Group (since 2021) |
| Prior public boards | Garrett Motion Inc. (2018–2021); Stanley Black & Decker, Inc. (2007–Apr 2023) |
| Compensation committee interlocks (2024) | None; no member was an employee/officer; no insider participation |
| Related person transactions (2024) | None required to be disclosed under Item 404; independence affirmed by NCGC |
Expertise & Qualifications
- CEO/COO manufacturing operator with international business exposure; prior leadership roles at Flowserve (Pump Division President), Honeywell (VP & GM Engine Systems), and Colt’s (VP Manufacturing Ops) .
- Public company governance and compensation oversight experience; former chairman roles at Garrett Motion and Kennametal .
- Active on NCGC overseeing board composition, succession, governance, independence, related-party approvals, and sustainability program oversight .
Equity Ownership
| Metric (as of Mar 7, 2025) | Shares/Units |
|---|---|
| Common stock (beneficially owned) | 1,670 |
| Shares obtainable upon exercise of options/SARs | — |
| Total beneficial ownership (common + options/SARs) | 1,670 |
| Aggregate stock units (Deferred Plan for Directors) | 2,374 |
| Aggregate restricted stock units (Deferred Plan for Directors; includes vested and unvested) | 7,880 |
| Total ownership (beneficial + units + RSUs) | 11,924 |
- 2024 director grant: 409 restricted shares included in beneficial ownership; vest at 2025 Annual Meeting if serving (or earlier upon death/CIC) .
- Stock ownership guidelines: Board/committee review of director and officer stock ownership occurs in December; formal Stock Ownership & Retention Policy is disclosed for executives; directors’ deferred stock plan detailed in proxy .
Governance Assessment
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Strengths:
- Independence and attendance: 100% attendance on all assigned committees; board average 98% attendance; committees fully independent; Cardoso is independent .
- Compensation oversight: As Compensation Chair, Cardoso oversees CEO/NEO pay, peer group composition, ownership guidelines, and engages independent consultant Exequity; regular cadence with risk assessment and pay-for-performance reviews .
- Shareholder alignment: Equity-heavy director compensation versus cash; annual grants vest on continued service; Board proposing majority voting standard; robust shareholder outreach .
- No conflicts: No related-party transactions disclosed; no compensation committee interlocks or insider participation .
-
Potential watch items:
- Executive Committee participation: While typical for committee chairs, Executive Committee includes management (independence 5/6), requiring continued vigilance to maintain independent oversight .
- External affiliations: Multiple prior public company roles and current Freudenberg directorship; NCGC annually reviews independence and transactions—none required disclosure for 2024 .
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Overall signal: Governance posture appears investor-friendly with strong independence, high engagement, disciplined compensation oversight, and no disclosed conflicts; Cardoso’s manufacturing/operator background adds practical oversight on pay design and performance alignment .