Friedrich Hecker
About Friedrich Hecker
Independent director (age 62) serving on UL Solutions’ Board since 2013; prior trustee of UL Research Institutes from 2013 to 2017. He holds a degree in Economics from Ludwig Maximilian University of Munich and brings deep operating leadership in the testing, inspection and certification (TIC) industry (CEO/COO roles at major TIC firms). Hecker is affirmatively determined to be independent under NYSE rules; the Board held 12 meetings in 2024, and all directors attended at least 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ROSEN Swiss AG (ROSEN Group) | Chief Executive Officer | 2012–2015 | Led energy-sector diagnostic tech/services supplier |
| TÜV Rheinland AG | Chief Executive Officer and Chief Operating Officer | 2009–2011 | Global certification and testing provider operations leadership |
| SGS SA | Executive Vice President and Chief Operating Officer | 2002–2009 | Multinational TIC operations leadership |
| UL Research Institutes | Trustee | 2013–2017 | Governance of the sole member of UL Standards & Engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Opus Group AB (publ) | Board Director | Since 2006 | Public company; vehicle inspection/services |
| Dermagnostix GmbH | Board Director | Since May 2023 | Diagnostics; private company |
| Organization for International Economic Relations | Vice President | Since 2015 | NGO/association leadership |
Board Governance
- Committee assignments: Audit Committee member; Finance Committee member; not a chair .
- Committee context: Audit (7 meetings in 2024; Chair: Michael H. Thaman), Finance (5 meetings in 2024; Chair: James P. Dollive) .
- Independence: Board affirmatively determined Hecker is independent under NYSE rules .
- Attendance and engagement: Board met 12 times in 2024; each director attended at least 75% of meetings of the Board and committees on which they served; independent directors meet regularly in executive session without management .
- Controlled company context: UL Standards & Engagement (ULSE) holds ~95.7% voting power and has designation/observer and consent rights; committee inclusion of ULSE designees mandated while thresholds apply (Hecker is not listed as a ULSE designee) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| 2024 Cash fees actually paid | $137,500 | Pro‑rated pre‑IPO rates through Mar 31, 2024 and post‑IPO rates thereafter; includes Audit member ($10,000) and Finance member ($6,250) fees . |
| 2024 RSU grant (fair value) | $169,998 | Granted May 1, 2024; director RSUs vest on the earlier of 1‑year anniversary or next annual meeting; dividend equivalents accrue . |
| Post‑IPO standard annual cash retainer | $85,000 | Effective from IPO date . |
| Post‑IPO standard annual RSU grant (fair value) | $170,000 | Effective from IPO date . |
Performance Compensation
| Award | Performance Metric | Weighting | Vesting |
|---|---|---|---|
| Director RSUs | None (time‑based only) | N/A | Vest on earlier of one‑year from grant or next annual meeting; dividend equivalents accrue . |
Other Directorships & Interlocks
| Company/Entity | Sector Relation to UL Solutions | Role/Committee | Notes |
|---|---|---|---|
| Opus Group AB (publ) | TIC/inspection adjacent | Board Director | Ongoing since 2006 . |
| Dermagnostix GmbH | Diagnostics | Board Director | Since May 2023 . |
| Organization for International Economic Relations | Public policy/economic relations | Vice President | Since 2015 . |
- No related‑party transactions disclosed involving Hecker; principal related‑party items involve UL Research Institutes/UL Standards & Engagement service, lease, standards and support arrangements approved/overseen by the Audit Committee .
Expertise & Qualifications
- Extensive TIC industry leadership (CEO/COO roles at ROSEN, TÜV Rheinland; EVP/COO at SGS) .
- Finance and risk oversight capability suitable for Audit/Finance Committee service; Board independence affirmed .
- International operations experience across energy and global certification/testing markets .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 15,641 shares | As of March 26, 2025; less than 1% of shares outstanding . |
| RSUs subject to vest within 60 days | 4,927 units | Included in beneficial ownership footnote; time‑based . |
| Ownership as % of shares outstanding | <1% | Per Security Ownership table . |
| Hedging/Pledging | Prohibited | Company insider policy bans hedging, pledging, short sales, derivatives, margin purchases/borrowing against stock . |
| Director stock ownership guideline | 5× annual cash retainer | 100% retention of shares until guideline met; all non‑employee directors either met or are in compliance via retention as of Dec 31, 2024 . |
Governance Assessment
- Strengths: Independent director with deep TIC operating expertise; active on Audit and Finance—committees central to financial reporting, risk management, capital allocation; attendance threshold met; director equity grants and ownership guidelines support alignment with shareholders .
- Controlled company considerations: ULSE’s super‑voting control and consent/observer rights could influence governance processes; committees include ULSE designees per agreement, though Hecker is not designated; investors should monitor independence dynamics and committee composition over time .
- Compensation structure: Mix of cash retainer plus time‑based RSUs; no performance‑conditioned director equity; Director Deferred Compensation Plan available (Hecker did not disclose deferrals in 2024) .
- RED FLAGS: None disclosed specific to Hecker—no related‑party transactions, hedging/pledging prohibited, independence affirmed, and attendance threshold met .