Rhett Hernandez
HUBBELLAbout Rhett A. Hernandez
Independent director of Hubbell Incorporated since 2021; age 72. Hernandez is a retired U.S. Army Lieutenant General with nearly 40 years of service and significant cybersecurity leadership, including serving as the first commander of U.S. Army Cyber Command (ARCYBER). He is President and founder of CyberLens, LLC (cybersecurity consulting) since 2013 and serves on the boards of USAA Federal Savings Bank (since 2019). He sits on Hubbell’s Audit and Finance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Lieutenant General; first commander, U.S. Army Cyber Command/2nd U.S. Army (ARCYBER); Deputy Chief of Staff, Army Operations; Chief, U.S. Military Training Mission (Saudi Arabia); Commanding General, Human Resources Command | ~40 years; retired at Lt. General | Led operations, defense, and risk management of Army networks and cybersecurity; broad strategic and operational leadership |
| United States Military Academy | Former Cyber Chair | Not disclosed | Academic cybersecurity leadership (board-relevant expertise) |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| CyberLens, LLC | President & Founder | Since 2013 | Cybersecurity, strategic planning, risk management consulting |
| USAA Federal Savings Bank | Director | Since 2019 | Banking oversight; fiduciary governance |
Board Governance
- Committees: Audit and Finance; Audit Committee met 8 times in 2024, Finance Committee met 4 times; both committees reported 100% attendance (committee-level) in 2024. Hernandez serves on both committees; Audit Committee has multiple SEC-defined Financial Experts, though Hernandez is not designated an Audit Committee Financial Expert.
- Independence: Board determined Hernandez is independent; nine of ten current directors are independent, with independence reviewed annually by the NCGC.
- Meetings and attendance: Board held 8 meetings in 2024; directors attended on average 98% of Board and committee meetings, and directors are expected to attend the Annual Meeting.
- Lead Independent Director and executive sessions: Independent Board members meet regularly in executive sessions; the Board maintains robust governance practices (proxy access, annual elections).
- Voting standard: Board recommends adopting a majority voting standard in uncontested director elections to enhance accountability.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | Increased from $90,000, effective May 7, 2024 |
| Committee Retainers (member) | Audit: $10,000; Finance: $5,000 | Annual; paid quarterly |
| Meeting Fees | None | Board/Committee meeting fees not paid |
| Fees Earned or Paid in Cash (2024) | $111,511 | Director-specific cash fees |
| All Other Compensation (2024) | $24,000 | Matching gifts through The Hubbell Foundation (charitable match program) |
Performance Compensation
| Equity Award | Grant details | Vesting | Grant Date Fair Value |
|---|---|---|---|
| Annual Restricted Share Grant | 409 shares of HUBB common stock granted at the May 7, 2024 Annual Meeting | Vests on date of 2025 Annual Meeting (or earlier upon death or change in control) | $159,645 |
| Deferred Compensation Election (2024 RS) | None for Hernandez | Directors may defer RS into restricted stock units; several directors did, Hernandez did not | Program terms summarized in Deferred Plan |
Equity vesting/change-in-control terms for directors:
- Deferred Compensation Plan pays accounts after termination; lump-sum payout on change of control. Restricted stock units mirror deferred stock vesting terms.
- Restricted stock for directors vests at the next Annual Meeting or earlier upon death or change in control.
Other Directorships & Interlocks
| Company | Public/Private | Role | Since | Interlocks/Conflicts |
|---|---|---|---|---|
| USAA Federal Savings Bank | Private | Director | 2019 | No related party transactions disclosed; Board confirmed no related party transactions with directors |
Expertise & Qualifications
- Cybersecurity leadership: First commander of U.S. Army Cyber Command (ARCYBER); led operations, defense, and risk management of Army networks.
- Strategic/operational leadership: Senior commands (Deputy Chief of Staff, Army Operations; Commanding General, Human Resources Command); former Cyber Chair at USMA.
- Industry/governance: Founder and President of CyberLens, LLC (cybersecurity consulting); director at USAA Federal Savings Bank.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (common shares) | 2,429 shares | Hernandez beneficially owns 2,429 shares |
| Unvested Restricted Shares | 409 shares | Granted May 7, 2024; vest at 2025 Annual Meeting (or earlier upon death or change in control) |
| Stock Units (Deferred Plan) | None | No stock units held as of 12/31/2024 |
| Restricted Stock Units (Deferred Plan) | None | No RSUs held as of 12/31/2024 |
| Shares Outstanding | 53,573,359 | As of March 7, 2025 |
| Ownership % of Outstanding Shares | ~0.0045% (2,429 / 53,573,359) | Derived from disclosed holdings and outstanding shares |
| Director Ownership Guideline Compliance | Meets guideline (5x retainer) | All directors satisfy ownership requirements |
| Hedging/Pledging Policy | Prohibited | Company policy prohibits hedging and pledging for officers, directors, and certain employees |
Governance Assessment
- Strengths: Independent status; deep cybersecurity expertise valuable for Audit’s cyber oversight; service on Audit and Finance committees with committee-level 100% attendance in 2024; ownership aligned via annual RS grant and director ownership guidelines; no related party transactions disclosed. These factors support investor confidence in board oversight of risk and financial governance.
- Watch items: Not designated as an SEC “Audit Committee Financial Expert” (others on the committee are), suggesting reliance on committee’s collective financial expertise and his cyber/risk skills; direct common share ownership is modest relative to outstanding shares but compliant with director ownership guidelines.
No legal proceedings, SEC investigations, related-party transactions, or hedging/pledging/option repricing issues are disclosed for Hernandez. Director compensation and governance practices are benchmarked and reviewed regularly; the Board proposes adoption of majority voting for uncontested director elections, improving accountability.