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Friday, Sep 29, 2023

Cubic Shareholders Consider Board Composition, Pay

Cubic Corp. goes into its annual shareholders meeting on Feb. 17 with four women on its nine-member board of directors.

If shareholders approve the current slate of directors, as expected, Cubic will continue to exceed the gender diversity mandate set by California lawmakers roughly two years ahead of a 2021 deadline.

The slate of directors up for approval includes Denise Devine and Carolyn Flowers, who were both named to newly created seats on the Cubic board in late 2019.

Also part of the board slate are Maureen Breakiron-Evans, who has been part of the board since 2017 and retired Rear Adm. Janice Hamby, who was named to the board in 2015.

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In 2018, the California Legislature mandated that companies have more women on their boards by passing Senate Bill 826. Gov. Jerry Brown signed the bill.

As of Dec. 31, all publicly held domestic or foreign corporations with a principal executive office in California must have one female director on their boards. Under the law, Cubic will need at least three women on its board by Dec. 31, 2021.

Cubic is a defense contractor. It also supplies technology to transportation agencies. It had $1.5 billion in revenue in the last fiscal year.

Two Joined Board in 2019

Devine, who took her board seat in November, is a certified public accountant. She is founder and CEO of FNB Holdings LLC and since 2014 was co-founder, chief administrative officer and chief financial officer of RTM Vital Signs LLC. Devine was also founder and previously served for more than 10 years as the CEO of Nutripharm Inc. She previously served as CFO for Energy Solutions International and in financial management positions for Campbell Soup Co.

Devine has served as a director of Fulton Financial Corp. since 2012 and as a director of AgroFresh Solutions Inc. since 2018. She served on the board of trustees of Villanova University from 2005 to 2015.

Flowers, who also recently took her board seat, has been partner and managing principal of InfraStrategies LLC since February 2019. She is an experienced transportation executive who was formerly the senior vice president of the Americas transit market sector at AECOM where she was responsible for client and industry relations and business development in the U.S. and Canada from March 2017 to early 2019. She served as the acting administrator of the Federal Transit Administration under President Barack Obama from January 2015 through January 2017. She was the CEO and director of public transit for the Charlotte Area Transit System from 2010 to early 2015 and spent 19 years at the Los Angeles County Metropolitan Transportation Authority, where she completed her tenure as its chief operating officer.

Other Changes

John H. Warner Jr., a longtime executive with Science Applications International Corp., is retiring from the Cubic board at the 2020 annual meeting. He has been on the board of directors since 2007.

Cubic lost a director with the death of Ed Guiles in June. Guiles, who joined the Cubic board in 2008, served for several years as an executive for Sempra Energy and San Diego Gas & Electric Co.

In other action, shareholders will be asked to confirm Ernst & Young LLP as the company’s registered public accountants.

In addition, shareholders will be asked to sign off on executive pay for the 2019 fiscal year.

In 2019, Chairman and CEO Brad Feldmann received a salary of $933,090, up from $870,776 the previous year. He received an additional $774,120 in incentive pay. In addition, he received approximately $4.1 million in stock awards and $53,652 in other compensation. Total compensation was approximately $5.9 million.

Chief Financial Officer Anshooman Aga received a salary of $478,938 in fiscal 2019, up from $435,388. His incentive pay was $334,815, and stock awards were slightly more than $1 million. Total compensation was approximately $1,874,000.


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