Garrick Rochow
HUBBELLAbout Garrick J. Rochow
Independent director since November 19, 2024; age 50. President and CEO of CMS Energy Corporation and Consumers Energy Company (since December 2020), with 20+ years in regulated utility operations; appointed to Hubbell’s Audit and Finance Committees upon joining the Board. The Board classifies him as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consumers Energy Company | Executive Vice President, Operations | Jul 2017–Nov 2020 | Oversaw electric and gas distribution/transmission, generation/compression, regulatory compliance, planning/scheduling, and operations performance |
| Consumers Energy Company | Senior Vice President, Distribution & Customer Operations | Not disclosed | Leadership across distribution and customer operations |
| Consumers Energy Company | Vice President, Customer Experience; Rates & Regulation; Quality; Chief Customer Officer | Not disclosed | Leadership across customer, regulatory, and quality functions |
| Consumers Energy Company | Vice President, Energy Delivery | Not disclosed | Operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CMS Energy Corporation | President, CEO, and Director | Dec 2020–present | Public company board seat |
| Consumers Energy Company (CMS subsidiary) | President, CEO, and Director | Dec 2020–present | Utility subsidiary board seat |
Board Governance
- Committee assignments: Audit Committee member (not designated financial expert), Finance Committee member; no chair roles.
- Attendance and engagement: Audit Committee held 8 meetings in 2024 with 100% attendance; Finance Committee held 4 meetings with 100% attendance; Board held 8 meetings in 2024 with average director attendance of 98%.
- Independence: Board determined 9 of 10 current directors are independent; Audit, Compensation, Finance, and Nominating & Corporate Governance committees are 100% independent.
- Tenure: Appointed November 19, 2024; standing for election at the May 6, 2025 Annual Meeting (all directors elected annually).
- Governance practices: Majority voting standard proposed for uncontested elections; existing director resignation policy; independent Lead Director structure.
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 (effective May 7, 2024) | Paid quarterly |
| Audit Committee | Chair: $20,000; Member: $10,000 | Paid quarterly |
| Finance Committee | Chair: $13,000; Member: $5,000 | Paid quarterly |
| NCGC Committee | Chair: $13,000; Member: $5,000 | Paid quarterly |
| Lead Director Retainer | $30,000 | Not applicable to Rochow |
| Meeting Fees | None | — |
| Garrick J. Rochow 2024 Cash Fees | $13,438 | Part-year cash due to Nov 19 appointment |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | Nov 19, 2024 | 357 shares | $159,847 | Vests at 2025 Annual Meeting date (May 6, 2025) if still serving; earlier upon death or change in control |
- Directors’ annual equity is time-based restricted stock; no director performance metrics disclosed for equity awards.
Other Directorships & Interlocks
| Company | Relationship to Hubbell | Potential Interlock/Exposure | Notes |
|---|---|---|---|
| CMS Energy / Consumers Energy | Utility customer end-markets overlap with Hubbell’s Utility Solutions; CMS/Consumers are not identified as related parties | NCGC reviewed ordinary-course transactions with director-affiliated entities; all significantly below NYSE bright-line thresholds and none required disclosure; Board determined independence (except CEO) | No related person transactions disclosed for 2024 |
Expertise & Qualifications
- Utility industry operations expertise; regulated utilities governance; CEO leadership experience; relevant to a significant part of Hubbell’s business.
- Audit Committee membership but not designated an “Audit Committee Financial Expert” (others on committee hold that designation).
Equity Ownership
| Holder | Common Shares | SARs/Options Exercisable | Stock Units | RSUs (Deferred Plan) | Total Beneficial Ownership |
|---|---|---|---|---|---|
| Garrick J. Rochow | 357 | — | — | — | 357 |
- Director stock ownership guidelines: must own company stock equal to 5x annual cash retainer; five-year compliance window; must retain shares until compliant; Company states all Directors satisfy ownership requirements.
- Hedging and pledging of company stock prohibited for Directors under Insider Trading Policy.
Governance Assessment
- Board effectiveness: Adds domain expertise from regulated utilities and CEO experience to Audit and Finance oversight; both committees had 2024 100% attendance, supporting strong governance cadence.
- Independence and conflicts: Board reviewed transactions with director-affiliated entities and determined no material related-party transactions; Rochow is classified as independent.
- Compensation alignment: Standard director pay mix (cash retainer plus time-based RS grant) aligned with median peer benchmarks; his 2024 mix was majority equity by grant value ($159,847 RS vs. $13,438 cash).
- Shareholder confidence signals: Ongoing board refreshment (appointment Nov 2024); proposal to adopt majority voting in uncontested director elections reflects responsiveness to shareholder feedback.
RED FLAGS
- None disclosed: No related-party transactions; hedging/pledging prohibited; committees are fully independent; committee attendance reported 100% in 2024.