Charles Hooper
About Charles W. Hooper
Retired Lieutenant General Charles W. Hooper (age 67) has served on the UL Solutions Board since June 2021; he brings deep international leadership experience from a 41-year career in the U.S. Army and current advisory work in global business consulting . He holds a B.S. in Asian Studies (U.S. Military Academy), an M.P.A. (Harvard), and an M.S. in Strategy (Army War College), and completed NACD’s Cyber-Risk Oversight program (CERT certificate) and HBS “Leading With Finance” (certificate) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Army | Senior Army officer, culminating as Lieutenant General | 1979–2020 | International leadership; complex geopolitical and security expertise |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| The Cohen Group | Senior Counselor | Oct 2020 | Global business advisory |
| General Dynamics Corporation (NYSE: GD) | Director | 2023 | Audit; Nominating and Corporate Governance |
| APA Corporation (Nasdaq: APA) | Director | 2022 | Chair, Cybersecurity Committee; Management Development & Compensation Committee |
| Two Six Technologies | Director | 2021 | Board oversight |
| National Bureau of Asian Research | Director | 2020 | Policy and research governance |
Board Governance
- Committee assignments: Audit Committee member and Finance Committee member; expected to remain on both post-Annual Meeting alongside new director Vikram U. Kini .
- Independence: Board has affirmatively determined Hooper is independent under NYSE rules .
- Attendance: Board met 12 times; Audit 7; Finance 5; each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Controlled company context: UL Standards & Engagement (ULSE) holds ~95.7% voting power; ULSE designates directors and must be represented on committees, with consent rights over major actions until sunset conditions are met .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees earned or paid in cash | $137,500 |
| All other compensation (reimbursed travel) | $12,256 |
| Total cash + other | $149,756 |
Compensation structure for non-employee directors effective from IPO: annual cash retainer $85,000; RSU grant ~$170,000 grant date fair value; chair/member committee retainers per schedule (e.g., Audit Chair $20,000; Audit Member $10,000; Finance Chair $12,500; Finance Member $6,250, etc.) .
Performance Compensation
| Equity Component (2024) | Grant Details | Vesting |
|---|---|---|
| RSUs (director annual grant) | $169,998 grant date fair value (May 1, 2024) | Vests on earlier of one-year anniversary or next annual meeting; dividend equivalents credited and vest with RSUs |
Director Deferred Compensation Plan allows deferral of cash retainer and RSUs into stock units with dividend equivalents, settled in Class A shares after elected deferral period or upon termination; accelerated on change in control .
Other Directorships & Interlocks
| Company | Relationship to ULS | Potential Interlock/Conflict Notes |
|---|---|---|
| General Dynamics; APA; Two Six Technologies; National Bureau of Asian Research | External boards only | No related-person transactions disclosed involving Hooper; related party transactions disclosed involve UL Research Institutes/UL Standards & Engagement arrangements (e.g., services, facilities, standards access) . |
Expertise & Qualifications
- Cybersecurity oversight credential (CERT), finance coursework (HBS), and extensive international strategy experience .
- Committee experience across audit, cybersecurity, compensation, and governance at large public companies .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Charles W. Hooper | 5,284 | <1% | Includes 4,927 RSUs subject to vest within 60 days of Mar 26, 2025 . Director ownership guideline is 5x annual cash retainer with 100% retention until met; as of Dec 31, 2024, directors either met or are compliant via retention . Hedging, short sales, margin purchases, and pledging are prohibited by policy . |
Governance Assessment
- Strengths: Independent director with strong audit and finance literacy; committee service on Audit and Finance at ULS; cyber-risk expertise and multi-industry board service enhance risk oversight and technology governance .
- Alignment: Receives standard director RSUs with annual vesting; subject to robust director ownership guidelines; no hedging/pledging; disclosed beneficial ownership recorded and RSUs near-term vesting supports equity alignment .
- Engagement: Met attendance thresholds; participates in key oversight committees; Board conducts annual self-evaluations and holds regular executive sessions .
- Red flags and context: Controlled company status—ULSE’s 95.7% voting power, director designation and committee representation requirements, and consent rights over significant actions—can concentrate governance influence and may limit minority stockholder sway; not director-specific but material to board dynamics .
- Related-party exposure: Proxy discloses multiple transactions with UL Research Institutes/UL Standards & Engagement (services, facilities, trademarks, standards access), all subject to Audit Committee policy review; no Hooper-specific related-person transactions disclosed .