Lynn Hancock
About Lynn Hancock
Executive Vice President and Chief Transformation Officer at UL Solutions since December 2019; age 59. Education: B.S.E. in Electrical Engineering and Computer Science (Princeton) and Master of Engineering Management (Northwestern) . Company performance in 2024: revenue grew 7.2% to $2.9B, operating income rose 26% to $462M, net income increased 25% to $345M, diluted EPS $1.62; UL’s cumulative TSR value for a $100 initial investment was $143.88 versus peer group $105.85, underscoring near‑term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| USG Corporation | Vice President, Advanced Manufacturing | 15 years | Led programs to improve effectiveness and efficiency, implemented new technologies, and advanced workforce capabilities |
| UL Solutions | Executive Vice President & Chief Transformation Officer | Since Dec 2019 | Enterprise transformation leadership to drive operational effectiveness and strategic initiatives |
External Roles
- Not disclosed in available filings for Lynn Hancock .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $250,000 (offer letter, Nov 2019) | Senior Vice President & Chief Program Officer offer; subsequent salary adjustments not disclosed in public NEO tables |
| Target Bonus % (AEIP) | 40% of base salary | Eligibility and payout subject to plan rules and being employed at payout |
Performance Compensation
| Program | Metric | Weighting | Target Definition | Payout Range | Vesting |
|---|---|---|---|---|---|
| AEIP (2024) | Adjusted Operating Income (AOI, non‑GAAP) | Company designs vary by role; segment leaders had split Company/segment AOI | AOI adjusted for FX, M&A/divestitures, IPO costs, restructuring/impairment, pension settlement, investment items, tax normalization | 0–200% of target based on performance | Annual cash award; must be employed at payment date; pro‑ration for death/disability/retirement per plan |
| AEIP (2025 changes) | Adjusted EBITDA (75%), Revenue (25%) | Segment roles: 50% metric weight at Company, 50% at segment targets | Pre‑established annual targets approved by HCC Committee | 0–200% of target (program structure retained) | Annual cash award as above |
| 2024 LTIP PSUs | 3‑year cumulative Organic Revenue (50%) and Operating Income (50%) | 67% of annual LTI mix for NEO program in 2024 | Earnout 0–200% of target; dividend equivalents accrue and settle with PSUs | 0–200% | 3‑year cliff vest; continued vesting on retirement per plan exceptions |
| 2024 LTIP RSUs | Time‑based | 33% of annual LTI mix for NEO program in 2024 | Dividend equivalents accrue; time‑based vesting | N/A (time‑based) | Vest 1/3 per year over 3 years; plan exceptions for certain terminations |
| IPO Growth Grant (NSOs) | Stock options | One‑time special grant at IPO for executive team | Exercise price set at IPO price; 10‑year term; 3‑year vest | N/A (option economics) | Vest on 3rd anniversary; standard cause/disability/death exceptions |
Note: Lynn Hancock’s individual LTI grant values are not disclosed in NEO tables; program terms above reflect UL executive design adopted post‑IPO .
Equity Ownership & Alignment
- Executive stock ownership guidelines: CEO 6× base salary; CFO and TIC President 3× base; all other executive officers 2× base salary . Until an executive meets the guideline, must retain at least 50% of net shares from equity vesting/exercise (after taxes/price) . As of Dec 31, 2024, all NEOs satisfied or were in compliance with the retention policy .
- Policies: Robust clawback; insider trading prohibitions including hedging and pledging restrictions; HCC oversight of compensation risk .
- Insider activity: Lynn H. Hancock filed Form 4s on April 3, 2025 and June 11, 2025, and a September 2025 filing indicated dividend equivalent rights credited to RSUs; filings reflect routine equity accruals rather than open market selling .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | December 2, 2019 |
| Position at Hire | Senior Vice President & Chief Program Officer (later EVP & Chief Transformation Officer) |
| Location | Northbrook, IL (hybrid/onsite per UL policy) |
| Non‑Solicit | 6‑month employee non‑solicitation post‑termination |
| Incentive Eligibility | AEIP participation (40% target at hire), employment at payout required |
| Other Terms | Subject to Standards of Business Conduct; Confidentiality & Invention Assignment Agreement |
Change‑in‑control and severance economics: UL’s Executive Severance Plan provides tiered severance (Tier 1: 1.75× salary+target bonus in installments; Tier 2: 1.0×) with COBRA‑rate benefits, outplacement, and pro‑rated AEIP, including enhanced protections in a 24‑month “Protection Period”; individual participation for Lynn Hancock is not specifically disclosed .
Investment Implications
- Pay‑for‑performance alignment: Shift of AEIP metrics to adjusted EBITDA (75%) and revenue (25%) enhances linkage to year‑over‑year profitability and growth; PSUs focus on 3‑year organic revenue and operating income, reinforcing long‑term value creation .
- Ownership discipline reduces selling pressure: 2× base salary ownership guidelines for executive officers and 50% retention ratio until compliance, with explicit hedging/pledging prohibitions and clawback, mitigate misalignment and insider‑selling risk .
- Company execution backdrop is favorable: 2024 revenue/earnings growth and TSR outperformance versus peers support value creation during Hancock’s tenure in transformation leadership, a role aimed at operational effectiveness and strategic execution .
- Insider signals: Reported Form 4s show routine RSU dividend accruals rather than discretionary selling, suggesting limited near‑term selling pressure attributable to Hancock; monitor future filings for vesting‑related tax sales vs. open‑market activity .