Bradley Hughes
Quanex Building ProductsAbout Bradley Hughes
Bradley E. Hughes, age 62, has served as an independent director of Quanex Building Products Corporation since 2022, and is designated an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K . He is the former President & CEO of Cooper Tire & Rubber Co. (2016–2021), and previously held senior roles including COO, President-International Tire Operations, and CFO at Cooper; prior to Cooper he spent 23 years at Ford Motor Company in finance and operational leadership across global assignments . Hughes holds a BS in business from Miami University and an MBA from the University of Michigan; the Board has affirmatively determined he is independent under NYSE standards with no related‑person transactions in the fiscal year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooper Tire & Rubber Co. | President & Chief Executive Officer | 2016–2021 | Led a global, NYSE-traded tire manufacturer; corporate governance and public company leadership |
| Cooper Tire & Rubber Co. | Senior Vice President & Chief Operating Officer | Jan 2015–Sep 2016 | Manufacturing and operational oversight |
| Cooper Tire & Rubber Co. | Senior Vice President & President–International Tire Operations | Jul 2014–Jan 2015 | International operations leadership |
| Cooper Tire & Rubber Co. | Senior Vice President & Chief Financial Officer | Jul 2014–Dec 2014 | Financial stewardship/corporate finance |
| Cooper Tire & Rubber Co. | Vice President & Chief Financial Officer | Nov 2009–Jul 2014 | Accounting and financial leadership |
| Ford Motor Company | Multiple finance/operational roles (Global Product Development Controller; Finance Director South America; Director European Business Strategy; European Manufacturing Controller) | 23 years prior to Cooper | Global manufacturing, finance, strategy experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manufacturers Alliance for Productivity and Innovation (MAPI) | Trustee Board Member | 2015–present | Manufacturing productivity and governance expertise |
| Blanchard Valley Hospital System | Advisory Board Member | 2010–2014 | Community health system advisory |
| MediView (private medical technology company) | Advisory Board Member | Since 2022 | Technology/healthcare advisory; private company |
| Cooper Tire & Rubber Co. | Director | 2016–2021 | Public company directorship; industry expertise |
Board Governance
- Committees: Audit Committee member; all directors other than the CEO also serve on the Nominating & Corporate Governance Committee; Hughes is not listed on the Compensation & Management Development Committee .
- Chair roles: Audit Committee chaired by Curtis Stevens; Nominating & Corporate Governance chaired by Susan Davis; Compensation & Management Development chaired by Donald Maier .
- Independence and financial expert: Board determined Hughes is independent under NYSE standards; Audit Committee members (including Hughes) are designated “audit committee financial experts” .
- Attendance: All directors attended more than 75% of Board/committee meetings; Audit Committee members attended all meetings during their periods of appointment; Board met 11 times in FY2024; Audit 4; Compensation 5; Governance 3; all directors attended the 2024 stockholders’ meeting .
- Shareholder voting support: At the Feb 27, 2025 annual meeting, Hughes received 96.47% of shares cast in favor; Say‑on‑Pay received 88.19% approval—supportive governance signal .
Fixed Compensation
| Component (FY2024 unless noted) | Amount/Terms |
|---|---|
| Annual Cash Retainer | $70,000/year, paid quarterly |
| Committee Member Retainer | $10,000/year per committee, paid quarterly (Audit/Comp/Governance) |
| Committee Chair Fees | Audit Chair $20,000/year; Comp Chair $15,000/year; Governance Chair $15,000/year (not applicable to Hughes) |
| Lead Director Fee | $25,000/year, paid quarterly (not applicable to Hughes) |
| Fees Earned or Paid in Cash (Hughes, FY2024) | $88,958 |
| Deferred Cash Compensation (Hughes, FY2024) | Elected deferral of $88,958 under the Deferred Compensation Plan |
| Expense Reimbursement | Reimbursed for board‑related travel/living expenses (policy) |
Performance Compensation
| Equity/Performance Element | Grant/Status | Vesting/Payment | Value/Units |
|---|---|---|---|
| Annual RSU Retainer (policy) | $105,000 equivalent value on first business day of each fiscal year | Vests immediately; payment deferred until separation/change in control; early payment election permitted only if stock ownership guidelines met (409A timing rules apply) | Policy only |
| RSU Grant (Hughes, 11/1/2023) | Granted FY2024 cycle | Vests immediately; expensed at grant | Grant date fair value $99,992 |
| RSUs Outstanding (Hughes, as of 10/31/2024) | Aggregate units outstanding | Immediately vested but unsettled per plan terms | 11,673 units |
| RSU Early Payment Election (Hughes, 11/1/2024 grant) | Elected early payment | To be paid on the third anniversary of grant; implies he met director ownership guidelines as of 12/31/2023 per policy | Policy disclosure |
| Stock Options to Non‑Employee Directors (FY2024) | None granted | N/A | N/A |
| Performance Metrics tied to Director Compensation | None disclosed for director RSUs (immediate vesting, no performance conditions) | N/A | N/A |
Notes: RSU awards to non‑employee directors vest immediately and are expensed at grant; no director stock options were granted in FY2024 . Early payment election is permitted only if ownership guidelines are met; Hughes elected early payment for the Nov 1, 2024 RSU grant .
Other Directorships & Interlocks
| Company/Organization | Role | Period | Interlocks/Comments |
|---|---|---|---|
| Cooper Tire & Rubber Co. | Director | 2016–2021 | Prior public company board service |
| Compensation Committee Interlocks | N/A | FY2024 | Company discloses no compensation committee interlocks or insider participation |
Expertise & Qualifications
- CEO experience at a global, publicly‑traded manufacturer; extensive manufacturing, audit, marketing, and operational expertise .
- Deep finance background (CFO roles at Cooper; Ford global controller roles) supporting Audit Committee effectiveness; designated audit committee financial expert .
- International operating experience (Europe, South America) and corporate governance expertise .
- Industry adjacency (tires/manufacturing) and strategic/M&A experience noted in Board skills matrix for directors .
Equity Ownership
| Category (Record Date: Jan 8, 2025 unless noted) | Amount |
|---|---|
| Common Stock Owned of Record (Hughes) | 0 shares |
| Restricted Stock Units (Hughes) | 15,203 units |
| Phantom Common Stock Credited under DC Plan (Hughes) | 8,260 units |
| Stock Options (exercisable within 60 days) | 0 |
| Total Beneficial Ownership (units + shares) | 23,463 |
| Ownership as % of Shares Outstanding | Less than 1.0% (individual) |
| Pledging/Hedging Status | No pledges; hedging/pledging/margin accounts prohibited by Corporate Governance Guidelines |
| Director Stock Ownership Guidelines | Must hold at least 500% of annual Board Retainer value (accumulated over first five years) |
| Compliance Indicator | Early payment election on 11/1/2024 RSUs permitted only if guidelines met; Hughes elected early payment (indicates compliance as of 12/31/2023) |
Fixed Compensation Summary (FY2024, Non‑Employee Directors)
| Name | Cash Fees ($) | RSU Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Bradley E. Hughes | 88,958 | 99,992 | — | 5,757 | 194,707 |
“All Other Compensation” primarily reflects dividends paid on outstanding RSUs and equivalent dividends on DC Plan phantom stock; footnote detail lists equivalent dividends on phantom stock for Hughes of $2,022 within the year .
Governance Assessment
- Independence and conflicts: Board affirmed Hughes’ independence; no related‑person transactions identified; no pledging of Company securities by any director; hedging/pledging prohibited by policy—low conflict risk .
- Committee effectiveness: Audit Committee members (including Hughes) are designated financial experts; committee met 4 times with full attendance—strong oversight of financial reporting, controls, and auditor independence .
- Engagement/attendance: All directors achieved >75% attendance and attended the 2024 annual meeting—good engagement .
- Ownership alignment: Director RSUs vest immediately and are deferred; Hughes’ election for early payment in 2024 is permitted only if ownership guidelines are met, indicating guideline compliance; substantial RSU/phantom holdings support alignment .
- Shareholder support: 96.47% “FOR” votes for Hughes’ election and 88.19% Say‑on‑Pay approval signal investor confidence in board oversight and pay practices .
RED FLAGS: None identified—no related party transactions, no pledging/hedging, no attendance concerns, and no compensation interlocks disclosed .