Barbara Hulit
Director at PCAR
Board
About Barbara Hulit
Barbara B. Hulit, age 58, is an independent director of PACCAR Inc (PCAR) serving since 2023. She holds an MBA from Northwestern University’s Kellogg School of Management and a BA in marketing from the University of Texas; her core credentials span business strategy, operations, innovation, M&A, and IT leadership across industrial and healthcare technology businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortive Corporation | CEO & President, Advanced Healthcare Solutions | Jul 2019–Jan 2022 | Company-wide responsibility for FBS office, IT, procurement, high growth markets |
| Fortive Corporation | Senior Vice President | Jun 2016–Jun 2019 | Enterprise functions leadership and growth initiatives |
| Danaher Corporation | Leader, Danaher Business System (DBS) office | 2012–2016 | Operational excellence, lean systems deployment |
| Fluke Corporation (Danaher) | President | 2005–2012 | P&L leadership in test/measurement instruments |
| Boston Consulting Group | Consultant | Prior to 2005 | Growth strategy work for clients |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Envista Holdings Corporation | Director | 2021 | Global dental business board service |
| Novanta Corporation | Director | 2022 | Technology supplier to medical/industrial manufacturers |
| Northwestern Kellogg School of Management | Dean’s Advisory Council Member | 2012 | Advisory role in graduate business education |
| UT Austin McCombs School of Business | Dean’s Advisory Council Member | 2024 | Advisory role in business school governance |
Board Governance
- Independence: The Board determined Ms. Hulit was independent in 2024 under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Audit Committee member; the Committee met six times in 2024 and all members were designated financial experts .
- Attendance: The Board met four times in 2024; every director attended at least 75% of combined Board and committee meetings, and all directors attended the April 2024 annual meeting .
- Board leadership: Separate Executive Chairman and CEO roles; independent Lead Director (Mark A. Schulz, reelected for a three-year term beginning Jan 2023); 75% of the twelve nominees are independent .
- Practices: Regular executive sessions of independent directors; codes and charters posted; hedging and pledging of PACCAR stock prohibited for directors and executive officers .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY 2024) | $148,750 | PACCAR non-employee director cash fees; includes base retainer and committee fees |
| Equity Stock Awards (FY 2024) | $165,010 | Grant-date fair value of RSUs/restricted stock awarded Jan 2, 2024 |
| All Other Compensation (FY 2024) | $5,000 | PACCAR Foundation donation to a charitable organization selected by Ms. Hulit |
| Cash fee schedule (effective Oct 1, 2024) | $140,000 annual retainer | $125,000 prior to Oct 1; paid quarterly |
| Committee membership fees | $20,000 Audit; $15,000 Compensation; $15,000 Nominating & Governance | Paid quarterly; chair retainers: Audit $25,000; Comp & Nom/Gov $17,500; Lead Director $40,000 effective Oct 1, 2024 ($30,000 prior) |
Performance Compensation
| Item | Grant Date | Number/Value | Vesting/Terms |
|---|---|---|---|
| Annual director equity grant | Jan 2, 2024 | $165,010 fair value | RSUs/restricted shares under RSDC Plan; vest three years after grant or upon retirement, death or disability; RSUs receive dividend equivalents and have no voting rights |
| Unvested RSUs (as of Dec 31, 2024) | — | 3,360 | Outstanding for Ms. Hulit at year-end 2024 |
| Annual director equity grant (program update) | Jan 1, 2025 | $175,000 target value | Shares/units determined by first business day closing price; time-based vesting; prorated for mid-year appointments |
Note: PACCAR director equity grants are time-based; no performance metrics are applied to non-employee director equity awards .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Envista Holdings | Dental | Director | No related-person transactions involving directors disclosed in PACCAR’s proxy; no disclosed dealings with Envista |
| Novanta Corporation | Medical/Industrial tech | Director | No related-person transactions involving directors disclosed; no disclosed dealings with Novanta |
Expertise & Qualifications
- MBA (Kellogg), BA in marketing (UT Austin) .
- Deep operating and systems expertise: led DBS at Danaher and FBS at Fortive; senior roles in IT, procurement, and high-growth markets .
- Industrial and healthcare technology P&L leadership (Fluke; Fortive AHS), strategy consulting background (BCG) .
- Audit Committee financial expert designation via Board determination that all Audit members are financial experts .
Equity Ownership
| Measure | Amount | Date/Status |
|---|---|---|
| Total beneficial ownership | 5,259 shares | As of March 4, 2025; counted via RSDC Plan/stock units; less than 1% of class |
| Unvested RSUs | 3,360 | As of December 31, 2024 |
| Ownership guidelines | 5× annual cash retainer | Directors have 5 years from appointment to attain; all with 5+ years are in compliance as of Jan 1, 2025; Ms. Hulit (appointed 2023) is within the compliance window |
| Hedging/pledging | Prohibited for directors | Corporate Governance Guidelines prohibit hedging or pledging PACCAR stock |
Governance Assessment
- Board effectiveness: Independent director, Audit Committee member, and designated financial expert enhances oversight of financial reporting and cyber risk; committee met six times in 2024, indicating active engagement .
- Independence and attendance: Independent status and at least 75% meeting attendance support investor confidence; full director attendance at the annual meeting underscores engagement .
- Ownership alignment: Equity retainer structure and RSUs (3,360 unvested) plus stock unit holdings (5,259) align incentives; 5× retainer ownership guideline with a five-year compliance window and prohibition on hedging/pledging are positive alignment signals .
- Compensation structure: Standardized director pay with modest cash increases (retainer to $140,000 effective Oct 1, 2024) and equity retainer lift to $175,000 in 2025; philanthropic “other compensation” only $5,000; no meeting fees, consistent with best practice .
- Conflicts/related-party exposure: Proxy outlines rigorous related-person transaction review; no director-related transactions disclosed, and no interlocks identified with Envista/Novanta in PACCAR filings .
- Shareholder signals: Say-on-pay approval was 94% in 2024, reflecting strong support for compensation governance; Board opposed a golden parachute shareholder proposal citing lack of NEO severance or parachute arrangements, consistent with conservative policies .
RED FLAGS
- None disclosed regarding attendance shortfalls, pledging/hedging, related-party transactions, or unusual director pay practices in the proxy .