DEF 14A of Hub Group, Inc.
Filed Apr 12, 2024 · FY20230001140361-24-019549
April 12, 2024
| Solicitation, Meeting and Voting Information | 1 | | Proposal 1: Election of Directors | 9 | | Corporate Governance | 19 | | Director Compensation | 23 | | Director Independence | 24 | | Transactions with Management and Others | 26 | | Executive Compensation | 28 | | Compensation Discussion and Analysis | 28 | | Compensation Committee Report | 35 | | 2023 Summary Compensation Table | 36 | | 2023 Grants of Plan-Based Awards | 38 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 39 | | 2023 Option Exercises and Stock Vested | 41 | | 2023 Pension Benefits | 41 | | 2023 Nonqualified Deferred Compensation | 42 | | Potential Payments Upon Termination or Change in Control | 42 | | Compensation Committee Interlocks and Insider Participation | 44 | | Compensation Risk Considerations | 44 | | Pay Versus Performance | 45 | | Pay Ratio Disclosure | 49 | | Security Ownership | 50 | | Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation | 52 | | Audit Committee Report | 53 | | Proposal 3: Ratification of Appointment of Auditors | 54 | | Fees Paid to Auditors | 56 | | Stockholder Proposals for 2025 Annual Meeting | 57 |
Does the Board consider diversity when identifying director nominees?
Does the Board consider diversity when identifying director nominees? Yes. The Nominating and Governance Committee seeks to identify candidates who will provide a diversity of viewpoints, professional experience, education and skills that complement those already existing on the Board. In addition, in selecting directors, the Nominating and Governance Committee will consider the need to strengthen the Board by providing a diversity of persons in terms of their expertise, age, gender, race, ethnicity, education, and other attributes that contribute to the Board’s diversity. In performing its responsibilities for identifying, screening and recommending candidates to the Board, the Nominating and Governance Committee (i) ensures that candidates with a diversity of backgrounds are included in any pool of candidates from which Board nominees are chosen and (ii) considers diverse candidates from nonexecutive corporate positions and non-traditional environments.
VOTE
VOTE
The Board of Directors unanimously recommends that stockholders vote
The Board of Directors unanimously recommends that stockholders vote FOR the election of each of the 10 director nominees named in this proxy statement.
The Board of Directors unanimously recommends that stockholders vote
| Hub Group, Inc. | 9 | 2024 Proxy Statement |
The Board of Directors unanimously recommends that stockholders vote
| Board Skills Matrix | | | | | | | Leadership | Industry Experience | Corporate Strategy | Financial Expertise | | David P. Yeager | X | X | X | | | Phillip D. Yeager | X | X | X | | | Peter B. McNitt | | | X | X | | Mary H. Boosalis | X | | X | | | Lisa Dykstra | X | | | | | Michael E. Flannery | X | X | X | X | | James C. Kenny | X | | X | | | Jenell R. Ross | X | | X | | | Martin P. Slark | X | | X | X | | Gary Yablon | | X | X | X |
What are the backgrounds of the nominees?
What are the backgrounds of the nominees? As required by the NASDAQ listing standards, set forth below is information regarding our nominees’ self-identified gender and demographic backgrounds:
What are the backgrounds of the nominees?
| Board Diversity Matrix | | | | Total Number of Directors (including nominees) | 10 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 3 | 7 | | Part II: Demographic Background | | | | African American or Black | 1 | | | White | 2 | 7 |
How are nominees evaluated; what are the threshold qualifications?
How are nominees evaluated; what are the threshold qualifications? The Nominating and Governance Committee is charged with recommending to our Board only those candidates that it believes are qualified to serve as Board members consistent with the criteria for selection of new directors adopted from time to time by the Board. In determining a candidate’s suitability for consideration for membership on the Board, the Nominating and Governance Committee reviews all proposed nominees for the Board, including those proposed by stockholders, in accordance with the mandate contained in its charter. The Nominating and Governance Committee assesses a candidate’s independence, background, and experience, as well as our current Board’s skill needs. With respect to incumbent directors considered for re-election, the Nominating and Governance Committee also assesses each director’s meeting attendance record and suitability for continued service. In addition, the Nominating and Governance Committee determines whether nominees are in a position to devote an adequate amount of time to the effective performance of director duties and possess the following threshold characteristics: informed judgment, integrity and
How are nominees evaluated; what are the threshold qualifications?
| Hub Group, Inc. | 10 | 2024 Proxy Statement |
How are nominees evaluated; what are the threshold qualifications?
accountability, record of achievement, understanding of the Company’s business or other related industries, a constructive approach, commitment, the ability to consult with and advise management, and such other factors as the Nominating and Governance Committee determines are relevant considering the needs of the Board of Directors and the Company. The Nominating and Governance Committee recommends candidates, including those submitted by stockholders, only if it believes a candidate’s knowledge, experience, and expertise would strengthen the Board and that the candidate is committed to representing the long-term interests of all Hub Group stockholders.
Who are the nominees this year?
Who are the nominees this year? All nominees for election as directors at the Annual Meeting were nominated by the Board of Directors for election by stockholders at the Annual Meeting upon the recommendation of the Nominating and Governance Committee. Our nominees consist of the ten incumbent directors who were elected at the 2023 annual meeting of stockholders. Our Board believes that each of the nominees can devote an adequate amount of time to the effective performance of director duties and possesses all of the threshold qualifications identified above. If elected, each nominee would hold office until the 2025 Annual Meeting or until his or her successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. The following lists the nominees, their ages at the date of this proxy statement, and the calendar year in which they first became a director, along with their biographies and the specific experience, qualifications, attributes or skills that led the Board to conclude that each nominee should serve as a member of our Board of Directors.
Who are the nominees this year?
| David P. Yeager Age: 71 Committees: None | David P. Yeager was appointed Executive Chairman of the Board effective January 1, 2023. Mr. David P. Yeager served as the Company’s Chairman of the Board since November 2008 and served as Chief Executive Officer of the Company from March 1995 until December 31, 2022. Mr. David P. Yeager was Vice Chairman of the Board from March 1995 through November 2008. From October 1985 through December 1991, Mr. David P. Yeager was President of our predecessor, Hub Chicago. From 1983 to October 1985, he served as Vice President, Marketing of Hub Chicago. Mr. David P. Yeager started working for the Company in 1975. Mr. David P. Yeager received a Masters in Business Administration degree from the University of Chicago and a Bachelor of Arts degree from the University of Dayton. Mr. David P. Yeager is the father of Mr. Phillip D. Yeager. | | | Mr. David p. Yeager formerly served as the Chair of the University of Dayton Board of Trustees. He has been an employee of the Company for over 40 years and in that time has helped grow the Company from a small family business into the over $4 billion enterprise it is today. Mr. david p. Yeager has experience in all aspects of the business, including acting as founder and President of both the Pittsburgh Hub (1975) and the St. Louis Hub (1980). Mr. david p. Yeager’s industry experience and Company knowledge make him uniquely suited to serve as our Chairman of the Board. |
Who are the nominees this year?
| Hub Group, Inc. | 11 | 2024 Proxy Statement |
Who are the nominees this year?
| Phillip D. Yeager Age: 37 Committees: None | Phillip D. Yeager was appointed a director effective January 1, 2023, in connection with his assumption of the role of President and Chief Executive Officer on January 1, 2023, and he was elected Vice Chairman of the Board of Directors in February 2024. Prior to this appointment, Mr. Phillip D. Yeager served as President and Chief Operating Officer since July 2019, and as Chief Commercial Officer overseeing Intermodal and Truck Brokerage operations as well as sales, pricing, solutions and account management since January 2018. Mr. Phillip D. Yeager formerly held the role of Executive Vice President, Account Management and Intermodal Operations since January 2016 after serving as Vice President of Account Management and Business Development from February 2014 to January 2016. Mr. Phillip D. Yeager joined the Company in 2011 as the Director of Strategy and Acquisitions. Prior to joining the Company, Mr. Phillip D. Yeager served as Assistant Vice President of Commercial Banking at BMO Harris Bank, and as an investment banking analyst for Lazard Freres & Co. Mr. Phillip D. Yeager earned his Bachelor of Arts degree from Trinity College and a Master of Business Administration degree from the University of Chicago Booth School of Business. Mr. Phillip D. Yeager is the son of David P. Yeager. | | | Mr. Phillip D. Yeager’s deep knowledge of many aspects of the Company’s operations, having served in a wide variety of roles and serving now as VICE CHAIRMAN AND President and Chief Executive Officer, brings to the Board a critical operational and strategic perspective in support of its oversight obligations. |
Who are the nominees this year?
| Peter B. McNitt Age: 69 Committees: Audit Compensation Nominating and Governance | Peter B. McNitt has served as a director of the Company since May 2017 and as our Lead Independent Director since November 2019. Mr. McNitt, currently retired, most recently served as Vice Chair of BMO Harris Bank, N.A. until December 2018. Prior to this position, Mr. McNitt held many leadership roles within BMO Harris, including Senior Vice President and Head of the Emerging Majors Midwest, Executive Vice President of U.S. Corporate Banking, Executive Managing Director of U.S. Investment Banking, and Vice Chair of Business Banking. Mr. McNitt currently serves as a director of Old Republic International Corporation (Insurance), where he is a member of the audit committee and compensation committee. He is a graduate of Amherst College and has attended Northwestern University’s Graduate School of Management and the Graduate School of Credit and Finance at Stanford University. | | | As a director, Mr. McNitt brings over 40 years of financial expertise assessing corporate strategies, financial performance, management succession and risk, as well a great deal of public company board experience. In addition to his role as our Lead Director, Mr. McNitt utilizes his financial expertise as A MEMBER OF our Audit Committee. |
Who are the nominees this year?
| Hub Group, Inc. | 12 | 2024 Proxy Statement |
Who are the nominees this year?
| Mary H. Boosalis Age: 70 Committees: Audit Compensation Nominating and Governance (Chair) | Mary H. Boosalis has served as a director of the Company since May 2018. From 2017 to 2022, she served as President and CEO of Premier Health, the largest health system in southwest Ohio. Ms. Boosalis served as President of Premier Health and as Executive Vice President and Chief Operating Officer for the organization from 2013 to 2017. Ms. Boosalis joined the health system in 1986, progressively expanding her leadership roles, including five years as President and CEO of Miami Valley Hospital. | | | Ms. Boosalis is a past diplomat of the American College of Healthcare Executives, a member of the Ohio Hospital Association Board and a member of the Greater Dayton Area Hospital Association Boards. She is the immediate past Chair of the University of Dayton Board of Trustees. Additionally, she has been a member of the Dayton Chamber of Commerce Board, the Dayton Business Committee, the Dayton Development Committee, the Dayton Minority Inclusion Committee and the Learn to Earn Board. Ms. Boosalis has been named to the Top 10 Women list by the Dayton Daily News, as an Ohio Most Powerful and Influential Woman by the Ohio Diversity Council, and as a Woman of Influence by the Dayton YWCA. In 2022, Ms. Boosalis was recognized as the Dayton Business Person of the Year. Ms. Boosalis earned a Bachelor’s degree in Nursing, magna cum laude, from California State University at Fresno and a Master’s degree in Health Services Administration, magna cum laude, from Arizona State University. | | | In her capacity as Chief Executive Officer of Premier Health, Ms. Boosalis has gained valuable executive experience in all aspects of business. Having served on numerous civic committees and boards, Ms. Boosalis is able to advise best practices across different industries. |
Who are the nominees this year?
| Lisa Dykstra Age: 53 Committees: Audit Compensation Nominating and Governance | Lisa Dykstra has served as a director of Hub Group since May 2022. Ms. Dykstra serves as the Senior Vice President and Chief Information Officer for Ann & Robert H. Lurie Children’s Hospital, a position she has held since 2015. She has spent much of her nearly thirty-year information technology career in leadership positions at the country’s top academic medical centers including the University of Chicago Medicine, Rush University Medical Center, and Northwestern Memorial Hospital. Ms. Dykstra’s career focus is to drive healthcare delivery transformation and value, including through applications, digital health, information and cyber security, and technology programs. She is an award-winning CIO, being named Enterprise CIO of the Year 2019 and winning a Chicago Orbie award. She is actively involved on several community and industry boards, including Erie Family Health, the InspireCIO/Chicago CIO Leadership Association and the College of Healthcare Information Management Executives. Ms. Dykstra has served on the American Heart Association — Go Red For Women Board since 2016. She received a Bachelor of Arts in Communications from DePaul University. | | | Ms. Dykstra’s experience leading technology and information systems at some of the country’s leading hospital adds to the Board substantial expertise and knowledge in information technology, privacy, data governance and cybersecurity, which are critical to the Company’s competitive advantage, growth initiatives, and risk management. |
Who are the nominees this year?
| Hub Group, Inc. | 13 | 2024 Proxy Statement |
Who are the nominees this year?
| Michael E. Flannery Age: 64 Committees: Audit Compensation Nominating and Governance | Michael E. Flannery has served as a director of the Company since April 2022. As of April 2024, Mr. Flannery is Senior Advisor of Duchossois Capital Management (“DCM”) following his retirement as the Chief Executive Officer, where he led the firm and oversaw its execution of its various investment strategies, a position he held since May 2017. Mr. Flannery was appointed President and Managing Director of DCM at the time of its creation in November 2013. Mr. Flannery also served for fifteen years as the Chief Financial Officer of The Duchossois Group, an affiliate of DCM. Earlier in his career, Mr. Flannery served as the Chief Executive Officer of Trinity Rail Group, LLC, a leading designer and manufacturer of rail cars for the North American and European markets, as Vice Chairman of Thrall Car, a predecessor company to Trinity Rail, and as Chief Administrative Officer of The Duchossois Group. Mr. Flannery began his career as a lawyer with the Chicago firm of Burke, Griffin, Chomicz and Wienke and served as Corporate Counsel for Cummins Inc. Mr. Flannery received his Bachelor of Science degree in Finance from the University of Illinois in Champaign, Illinois and his J.D. cum laude from Indiana University Maurer School of Law in Bloomington, Indiana. | | | Mr. Flannery is a member of the Board of Directors of The Chamberlain Group, Inc., Maritz, Inc., Energy Distribution Partners, the Board of Trustees at the Field Museum, the Board of Visitors for the Indiana University Maurer School of Law, and the Board of Directors of the Executives’ Club of Chicago. He is also a member of the Young Presidents’ Organization, Chief Executives Organization, the Economic Club of Chicago, and the Commercial Club of Chicago. | | | Mr. Flannery’s extensive experience in executive roles across multiple sectors (including rail), his financial acumen, and experience with mergers and acquisitions make him well qualified to be a member of the Company’s Board of Directors. Based on his understanding of corporate investments, strategic planning, and operations, Mr. Flannery is well positioned to be able to provide valuable insights to the Company. |
Who are the nominees this year?
| Hub Group, Inc. | 14 | 2024 Proxy Statement |
Who are the nominees this year?
| James C. Kenny Age: 70 Committees: Audit Compensation (Chair) Nominating and Governance | James C. Kenny has served as a director of the Company since May 2016. Currently retired, Mr. Kenny has served as a director of Kenny Industries, LLC, since 2006. From 2011 until April 2020, Mr. Kenny served as a director of Kerry Group, PLC, a public company traded on the London and Dublin stock exchanges. Mr. Kenny served as a member of Kerry Group’s nominating and compensation committees and was Chair of the committee to select a new chairman of the Kerry Group during his time as a director. | | | Mr. Kenny served as Executive Vice President and Director of Kenny Construction Company from 1994 until the company was sold in 2012. He also served as President of Kenny Management Services from 2006 to 2012. Kenny Construction Company, founded in 1927, was involved in building projects across the United States and Kenny Management Services oversaw large, complex construction projects such as the Chicago Midway Airport expansion and the Chicago Bears’ stadium renovation. From 2003 until 2006, Mr. Kenny served as United States Ambassador to Ireland. Mr. Kenny received his Bachelor of Science degree in Business Administration from Bradley University. | | | Mr. Kenny has more than three decades of business experience, as well as three years of diplomatic experience serving as an ambassador. He has extensive experience running a family business and serving on its board. As a director, he has been involved in acquisition strategy, succession planning, labor relations and governance. He also has excellent knowledge of politics and a large network, both locally and nationally. Mr. Kenny brings a unique blend of experiences to the Board. |
Who are the nominees this year?
| Hub Group, Inc. | 15 | 2024 Proxy Statement |
Who are the nominees this year?
| Jenell R. Ross Age: 54 Committees: Audit Compensation Nominating and Governance | Jenell R. Ross is the President of the Bob Ross Auto Group in Centerville, Ohio, a position she has held since 1997. Today, the dealership includes three franchises – Buick, GMC and Mercedes-Benz. The company’s Mercedes-Benz dealership was the first African-American owned Mercedes-Benz dealership in the world. Ms. Ross is the sole second-generation African-American female automobile dealer in the country. Under her leadership, the Bob Ross franchises have continued to rank as leaders in Buick, GMC and Mercedes-Benz sales and customer service. | | | Ms. Ross is an active member of her community, having served on the boards of numerous foundations and community service organizations. She currently is a member of the University of Dayton Board of Trustees and previously was the Chair of the board of directors of the Federal Reserve Board of Cleveland (Cincinnati branch). Additionally, she serves as a Board Member for the Minority Business Partnership through the Dayton Chamber of Commerce and a Board Member of the Will Allen Foundation. She has previously served on the Ohio Motor Vehicle Dealers Board and as Chair (2013) of the American International Automobile Dealers Association, a dealer-led organization representing more than 10,000 automobile dealer franchises. Ms. Ross has been recognized with numerous awards with respect to business achievements and public service. She earned a Bachelor’s degree from Emory University in Atlanta. | | | In her capacity as President of the Bob Ross Auto Group and her participation in other related groups, Ms. Ross has gained valuable executive and leadership experience in all aspects of business. Having served on numerous civic committees and boards, Ms. Ross is able to advise on best practices across different industries. Having served governmental agencies, she also is able to advise on interactions with regulators and governmental bodies. |
Who are the nominees this year?
| Martin P. Slark Age: 69 Committees: Audit Compensation Nominating and Governance | Martin P. Slark has served as a director of the Company since February 1996 and served as our Lead Independent Director from November 2016 until November 2019. Mr. Slark was most recently employed by Molex Incorporated (“Molex”), a manufacturer of electronic, electrical and fiber optic interconnection products and systems, serving as its Chief Executive Officer from 2005 until his retirement in November 2018. Mr. Slark is a director of Liberty Mutual Holding Company, Inc., where he is chair of the risk committee and sits on the executive and investment committees. Additionally, Mr. Slark is a director of Northern Trust Corporation. Mr. Slark is a Companion of the British Institute of Management and received a Masters in Business Administration degree from the University of East London and a Post-Graduate Diploma in Management Studies from Portsmouth University. | | | As a former Chief Executive Officer of a multi-national company, Mr. Slark has extensive experience running a large organization. Mr. Slark worked for Molex for over 40 years in Europe, Asia and the United States. Mr. Slark’s leadership skills, experience with strategic planning and contacts have been a significant benefit to the Board. |
Who are the nominees this year?
| Hub Group, Inc. | 16 | 2024 Proxy Statement |
Who are the nominees this year?
| Gary Yablon Age: 61 Committees: Audit (Chair) Compensation Nominating and Governance | Gary Yablon has served as a director of Hub Group since May 2022. As of April 2024, Mr. Yablon is Senior Managing Director at 22V Advisors, a financial advisory services firm counseling family office organizations regarding public and private investing. From 2004 to 2022 Mr. Yablon served as a Managing Partner at Impala Asset Management, an investment management firm. Mr. Yablon’s investment expertise includes securities analysis and portfolio management across industries with a focus on global transportation/industrials and logistics. Prior to Impala, he was a Managing Director at Credit Suisse First Boston responsible for all freight transportation and logistics equity research. Earlier in his career, Mr. Yablon worked at Schroder Wertheim as a Managing Director overseeing transportation related equity research and at Oppenheimer & Co. Inc. Mr. Yablon was recognized by Institutional Investor Magazine as the number one transportation analyst in one or more of the Railroads, Trucking, Airfreight, or Ground Transportation sectors for eight years in a row. In 2010 he was named to the Institutional Investor Hall of Fame. Mr. Yablon received a Bachelor of Arts in Political Science from Emory University and a Masters in Business Administration from New York University. | | | Mr. Yablon brings extensive industry knowledge to the Board, having formerly served as an analyst covering the transportation and logistics sectors, which provides critical support to the Board’s oversight and direction of the Company’s strategy and performance. Mr. Yablon’s long career in the financial sector also brings to the Board a keen sense of investor relations and adds to the Board’s ability to oversee the Company’s financial performance and reporting, INCLUDING AS CHAIR OF THE AUDIT COMMITTEE. |
Where can I find more information about Hub Group’s corporate governance practices?
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Mary H. Boosalis | $100,000 | $200,076 | $300,076 | | Lisa Dykstra | $100,000 | $200,076 | $300,076 | | Michael E. Flannery(2) | $100,000 | $200,076 | $300,076 | | James C. Kenny | $100,000 | $200,076 | $300,076 | | Peter B. McNitt | $100,000 | $200,076 | $300,076 | | Janell R. Ross | $100,000 | $200,076 | $300,076 | | Martin P. Slark | $100,000 | $200,076 | $300,076 | | Gary. Yablon(3) | $100,000 | $200,076 | $300,076 |
Where can I find more information about Hub Group’s corporate governance practices?
| 2. | Mr. Flannery elected to defer 50% of his fees under the Company’s nonqualified deferred compensation plan. |
Where can I find more information about Hub Group’s corporate governance practices?
| 3. | Mr. Yablon elected to defer 50% of his fees under the Company’s nonqualified deferred compensation plan. |
Compensation Best Practices
| Compensation Practice | Hub Group Policy | | Pay for performance | A meaningful part of executive compensation is performance based, including our annual cash incentive, which is based on diluted earnings per share (“EPS”) for our Executive Chairman and our President, Chief Executive Officer and Vice Chairman, and based on a combination of EPS and personal goals for all other executives, and our long-term incentive, which is based on the Company’s earnings before interest, income tax, depreciation and amortization (“EBITDA”) as a percentage of gross margin. Annual restricted stock grants to executive officers are fifty percent performance-based and fifty percent time-based. | | Robust stock ownership guidelines and holding requirements | Our stock ownership guidelines and holding requirements create further alignment with stockholders’ long-term interests. See “Director Compensation” and “Executive Compensation – Compensation Discussion and Analysis—Stock Ownership Guidelines”. | | No employment agreements | We have no employment, severance or golden parachute agreements with any of our Named Executive Officers and therefore, no excise tax gross-ups. | | Multi-year vesting period for restricted stock awards | Time-based restricted stock awards and performance-based restricted stock awards generally have a five- and three-year vesting period, respectively. | | No hedging Hub Group securities | Our policy prohibits executive officers and directors from engaging in hedging transactions involving our stock. See “Corporate Governance – Does the Company Have a Policy Regarding Hedging?”. | | Tax gross-ups | We do not provide tax gross-up payments except in connection with annual physicals that Section 16 Officers may receive. | | No repricing underwater stock options without stockholder approval | Our equity incentive plan prohibits repricing underwater stock options, reducing the exercise price of stock options or replacing awards with cash or another award type, without stockholder approval. | | Annual compensation risk assessment | At least annually, our Compensation Committee assesses the risk of our compensation program. |
Setting Executive Compensation
Market Benchmarking. A benchmark group of publicly traded companies in the transportation industry is chosen based on comparable revenue, market capitalization and number of employees. The peer group is used annually by our Compensation Committee to ensure that Hub Group’s compensation programs offer competitive total compensation opportunities and reflect best practices in compensation plan design. For 2023, the companies comprising the “Compensation Peer Group” were:
2023 Executive Compensation Components
grants for Section 16 Officers typically vest ratably, once per year, over five years and, beginning in 2018, consisted of a performance-based restricted stock grant in addition to time-based restricted stock grant. That program of restricted stock grants continued in 2023 (the “2023 LTI Awards”) when the Compensation Committee granted the restricted awards to executives in January 2023. For the 2023 LTI Awards, the Compensation Committee first established the long-term incentive target opportunity for each executive in the LTI Program. The target value was a target number of restricted shares for the individual awards. The 2023 LTI Awards consisted of 50% performance-based restricted stock vesting upon the third anniversary of the grant date and 50% time-based restricted stock vesting ratably, once per year, over a five-year period, subject to the executive’s continued employment. There are no other metrics tied to vesting of these time-based awards. The Compensation Committee has the discretion to accelerate the vesting of these awards. For all participants, vesting of the performance-based 2023 LTI Awards is tied to achievement of the Company’s earnings before interest, income tax, depreciation and amortization (“EBITDA”) as a percentage of gross margin for the three-year period ending December 31, 2025. The Compensation Committee set a threshold, target, and maximum level for this performance measure under each of the 2023 LTI Awards. The levels were designed such that the underlying performance-based shares will not vest if we do not at least achieve the minimum level (threshold) of performance. Vesting at target level requires us to fully meet our performance expectations and full vesting at the maximum level requires a high level of performance. Forfeiture or grant of additional shares at performance levels between threshold, target and maximum is determined based on straight-line interpolation, with steps, for these shares. The following table presents the possible payouts for shares of performance-based restricted stock at different levels of performance:
2023 Executive Compensation Components
| 2023 Performance Metric | Achievement at or below Threshold | Achievement above Threshold | Achievement At Target Level | Achievement above Target Level | Achievement of Maximum Level | | EBITDA as a percent of gross margin: Total Payout | 0% | Payout interpolated between increments from Threshold to Target Level | 100% | Payout interpolated between increments from Target Level to Maximum Level | 200% |
2023 Executive Compensation Components
The performance shares will vest and be released to the awardee if and only to the extent the Compensation Committee certifies that the performance levels for the awards have been satisfied. There are significant assumptions built into the achievement levels described above for the 2023 LTI Awards. The Compensation Committee retains discretion to adjust the achievement levels when market conditions or other events (such as acquisitions or divestitures) occur during the performance period that were not anticipated in the design of the awards at grant. The Company has not granted any stock options since 2003. Vesting of 2021 LTI Awards. In 2021, certain senior Company executives received grants of performance-based restricted stock for the three-year performance period ending on December 31, 2023, using EBITDA as a percentage of gross margin as the performance metric.
2023 Executive Compensation Components
| EBITDA as a % of Gross Margin | Payout Level | | 45.0% or less | 0% | | 46.0% | 20% | | 47.0% | 40% | | 48.0% | 60% | | 59.0% | 80% | | 50.0% | 100% | | 51.2% | 120% | | 52.4% | 140% | | 53.6% | 160% | | 54.8% | 180% | | 56.0% | 200% |
2023 Executive Compensation Components
| Named Executive Officer | Shares Earned in settlement of Performance- Based Restricted Stock (#) | | David P. Yeager | 80,000 | | Phillip D. Yeager | 40,000 | | Geoffrey F. DeMartino | 16,000 | | Brian D. Alexander | 12,284 | | Thomas P. LaFrance | n/a |
Retirement and Other Benefits
Retirement and Other Benefits Pension Benefits We do not provide pension arrangements or subsidized post-retirement health coverage for our executives or employees. Non-qualified Deferred Compensation Our executive officers, in addition to certain other key managerial employees, are entitled to participate in the DCP. Pursuant to this plan, eligible employees can defer certain compensation on a pre-tax basis. The DCP is discussed in further detail below under the heading “2023 Nonqualified Deferred Compensation.” Other Post-Employment Payments All of our executive officers are employees-at-will and as such do not have employment contracts with us. Certain payments will be made upon a termination or change in control. These payments are discussed in further detail below under the heading “Potential Payouts upon Termination or Change in Control” below.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table sets forth a summary of the annual, long-term and other compensation for services rendered to the Company paid or awarded during 2023, 2022 and 2021 to our Named Executive Officers. We have omitted from this table the columns for “Bonus”, “Option Awards” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because they are inapplicable.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Non-equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | David P. Yeager Executive Chairman | 2023 | $725,000 | $1,631,294 | — | $309,344 | $2,665,638 | | | 2022 | $950,000 | $2,200,000 | $2,375,000 | $296,094 | $5,821,094 | | | 2021 | $950,000 | $2,280,000 | $2,375,000 | $119,294 | $5,724,633 | | Phillip D. Yeager President, CEO and Vice Chairman | 2023 | $750,000 | $1,762,611 | — | $96,663 | $2,609,274 | | | 2022 | $632,500 | $1,600,000 | $1,265,000 | $134,458 | $3,631,958 | | | 2021 | $575,000 | $1,140,000 | $1,150,000 | $26,173 | $2,891,173 | | Geoffrey F. DeMartino(5) Former EVP, Chief Financial and Treasurer | 2023 | $550,000 | $650,069 | — | $26,623 | $1,226,692 | | | 2022 | $500,000 | $550,000 | $510,000 | $14,413 | $1,574,413 | | | 2021 | $480,000 | $456,000 | $489,600 | $8,923 | $1,434,523 | | Brian D. Alexander(6) EVP, Chief Operating Officer | 2023 | $462,702 | $500,151 | — | $24,004 | $986,857 | | Thomas P. LaFrance(6) EVP, Chief Legal and Human Resources Officer and Corporate Secretary | 2023 | $475,860 | $650,126 | — | $10,123 | $1,136,109 | | | 2022 | $453,200 | $550,000 | $407,880 | $19,077 | $1,430,157 |
2023 Summary Compensation Table
| 1. | Includes compensation contributed to our 401(k) Plan or deferred under our DCP. The amounts of the 2023 salary deferrals under the DCP are included in the Nonqualified Deferred Compensation Table. |
2023 Summary Compensation Table
| Hub Group, Inc. | 36 | 2024 Proxy Statement |
2023 Summary Compensation Table
| 2. | For 2023, represents the aggregate grant date fair value of restricted stock awards calculated in accordance with FASB ASC Topic 718. Certain of the awards are subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of such conditions on such date. The values of the awards that are subject to performance conditions at the grant date assuming that the highest level of performance conditions will be achieved for 2023 are as follows for each applicable Named Executive Officer: |
2023 Summary Compensation Table
| | Year 2023 | | | | Time-based | Performance-based | | D. Yeager | $815,647 | $1,631,294 | | P. Yeager | $881,306 | $1,762,611 | | G. DeMartino | $325,035 | $650,069 | | B. Alexander | $250,076 | $500,151 | | T. LaFrance | $375,090 | $550,071 |
2023 Summary Compensation Table
| Information regarding the assumptions made in the valuation of these awards is set forth in Note 13 of the annual consolidated financial statements in our 2023 Annual Report on Form 10-K, filed with the SEC on February 27, 2024. |
2023 Summary Compensation Table
| 3. | Represents the annual cash incentives paid to our Named Executive Officers. |
2023 Summary Compensation Table
| 4. | The following table indicates the components of “All Other Compensation” for each of our Named Executive Officers during 2023: |
2023 Summary Compensation Table
| Name | 401(k) Match | Life Insurance | DCP Match | Personal Aircraft Usage* | | D. Yeager | $9,900 | $223 | $7,166 | $292,055 | | P. Yeager | $9,900 | $223 | $22,500 | $64,040 | | G. DeMartino | $9,900 | $223 | $16,500 | — | | B. Alexander | $9,900 | $223 | $13,881 | — | | T. LaFrance | $9,900 | $223 | — | — |
2023 Summary Compensation Table
| * Personal use of our fractional aircraft interests is subject to the Company’s Perquisites Policy and requires approval by the Chief Executive Officer. Our executives must reimburse the Company for their personal use of our fractional aircraft interests at the Standard Industry Fare Level plus either 20% or 30% depending on the aircraft. We value the personal use of our fractional aircraft interests as the difference between the amount paid by the executive to the Company for use of the plane and the aggregate incremental cost of using the plane. The incremental cost includes the hourly flight fee, all fuel charges, overnight fees, on-board catering, landing fees, parking fees, certain taxes and passenger ground transportation. We do not include in incremental costs the fixed costs that do not change based on personal usage, such as monthly management fees or the purchase or lease costs of our fractional aircraft interests. Personal aircraft use by the Yeager family is reimbursed by Mr. David Yeager and Mr. Phillip Yeager. |
2023 Summary Compensation Table
| 5. | Mr. DeMartino’s role as EVP, Chief Financial Officer and Treasurer ended as of January 1, 2024. |
2023 Summary Compensation Table
| 6. | Mr. Alexander joined the Company in 2001 but did not become a Named Executive Officer until 2023. Mr. LaFrance joined the Company in August 2021 but did not become a Named Executive Officer until 2022. |
2023 Summary Compensation Table
| Hub Group, Inc. | 37 | 2024 Proxy Statement |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The table below also shows information regarding equity awards made to our Named Executive Officers during 2023. We have omitted from this table the columns for “All Other Option Awards” and “Exercise or Base Price of Option Awards” because they are inapplicable. All share and per share amounts have been revised to give effect to the two-for-one stock split that was announced by the Company on January 4, 2024.
2023 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Award Type(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | D. Yeager | RSA(2) | 1/2/23 | — | — | — | — | — | — | 20,522 | $815,647 | | | PA(3) | 1/2/23 | — | — | — | — | 20,522 | 41,044 | | $815,647 | | | ACI(4) | | — | $725,000 | $1,450,000 | — | — | — | — | — | | P. Yeager | RSA(2) | 1/2/23 | — | — | — | — | — | — | 22,174 | $881,306 | | | PA(3) | 1/2/23 | — | — | — | — | 22,174 | 44,348 | | $881,306 | | | ACI(4) | | — | $937,500 | $1,875,000 | — | — | — | — | — | | G. DeMartino | RSA(2) | 1/2/23 | — | — | — | — | — | — | 8,178 | $325,035 | | | PA(3) | 1/2/23 | — | — | — | — | 8,178 | 16,356 | | $325,035 | | | ACI(4) | | — | $440,000 | $792,000 | — | — | — | — | — | | B. Alexander | RSA(2) | 1/2/23 | — | — | — | — | — | — | 6,292 | $250,076 | | | PA(3) | 1/2/23 | — | — | — | — | 6,292 | 12,584 | | $250,076 | | | ACI(4) | | — | $370,162 | $666,291 | — | — | — | — | — | | T. LaFrance | RSA(2) | 1/2/23 | — | — | — | — | — | — | 6,920 | $275,035 | | | RSA(2) | 7/16/23 | — | — | — | — | — | — | 2,502 | $100,055 | | | PA(3) | 1/2/23 | — | — | — | — | 6,920 | 13,840 | | $275,036 | | | ACI(4) | | — | $285,516 | $513,929 | — | — | — | — | — |
2023 Grants of Plan-Based Awards
| 1. | Type of Awards are – Restricted Stock Award (RSA); Performance Award (PA); and Annual Cash Incentive (ACI). |
2023 Grants of Plan-Based Awards
| 2. | Restricted stock that vests ratably annually on the date of grant, typically over five years, subject to the participant’s continued service to the Company through the applicable vesting date. |
2023 Grants of Plan-Based Awards
| 3. | Performance awards that vest after a three-year performance period. Payout is based upon a three-year average of the ratio of EBITDA as a percent of gross margin. The maximum payout of these awards would be achieved if EBITDA as a percent of gross margin meets or exceeds the 200% level metric as determined by the Compensation Committee. However, because the results of 2024 and 2025 currently are undeterminable, these awards could continue to result in payouts of between 0 and the maximum amounts. Target shares denote a 100% payout; and maximum shares denote a 200% payout. |
2023 Grants of Plan-Based Awards
| 4. | Our annual cash incentive is determined with the assistance of advice from Korn Ferry. This incentive is based solely on EPS for our Executive Chairman and Chief Executive Officer. For our other Named Executive Officers, 80% of this incentive is based on EPS and 20% is based on individual performance compared against certain predetermined personal goals. |
2023 Grants of Plan-Based Awards
| Hub Group, Inc. | 38 | 2024 Proxy Statement |
Narrative Description for Summary Compensation and Grants of Plan-Based Awards Tables
Narrative Description for Summary Compensation and Grants of Plan-Based Awards Tables Short-Term Incentives A summary of the Company’s Annual Incentive Plan is set forth above under the heading, “Annual Cash Incentive.” Long-Term Incentives As part of the annual long-term incentive compensation package, our Compensation Committee grants restricted Class A Shares to our Named Executive Officers. Generally, these awards are based on merit and typically vest over three or five years. The Company has historically made an annual grant of time-based restricted stock to its Named Executive Officers and, since 2018 performance-based restricted stock has also been part of the long-term incentive. Our Compensation Committee reviews management’s recommendation and approves the restricted stock awards for each Named Executive Officer. These restricted shares are entitled to dividends, if any, to the same extent as ordinary shares, but the dividends are restricted to the same extent as the underlying security. Once the restricted stock vests, any dividends paid on that stock also vest. Agreements with our Named Executive Officers We do not have employment agreements with our Named Executive Officers.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The table below sets forth information regarding equity awards granted and held by our Named Executive Officers as of the end of fiscal year 2023. We have omitted from this table the columns relating to “Option Awards” because they are inapplicable. All share and per share amounts have been revised to give effect to the two-for-one stock split that was announced by the Company on January 4, 2024.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Stock awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | D. Yeager | 20,522(2) | $943,396 | 41,044(3) | $1,886,793 | | | 20,892(4) | $960,405 | 52,232 (5) | $2,401,105 | | | 24,000(6) | $1,103,280 | 80,000 (7) | $3,677,600 | | | 16,000(8) | $735,520 | | | | | 8,000(9) | $367,760 | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
| Hub Group, Inc. | 39 | 2024 Proxy Statement |
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Stock awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | P. Yeager | 22,174(2) | $1,019,339 | 44,348(3) | $2,038,678 | | | 15,194(4) | $698,468 | 37,988(5) | $1,746,308 | | | 12,000(6) | $551,640 | 40,000(7) | $1,838,800 | | | 6,400(8) | $294,208 | | | | | 2,400(9) | $110,328 | | | | G. DeMartino | 8,178(2) | $375,943 | 16,356(3) | $751,885 | | | 5,224(4) | $240,147 | 13,060(5) | $600,368 | | | 4,800(6) | $220,656 | 16,000(7) | $735,520 | | | 3,048(8) | $140,117 | | | | | 2,150(9) | $98,836 | | | | B. Alexander | 6,292(2) | $289,243 | 12,584(3) | $578,486 | | | 3,324(4) | $152,804 | 8,312(5) | $382,103 | | | 3,156(6) | $145,081 | 12,284(7) | $564,695 | | | 2,284(8) | $104,995 | | | | | 1,600(9) | $73,552 | | | | T. LaFrance | 2,502(10) | $115,017 | | | | | 6,920(2) | $318,112 | 13,840(3) | $636,225 | | | 5,224(4) | $240,147 | 13,060(5) | $600,368 | | | 10,000(11) | $459,700 | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 1. | Computed by multiplying the number of shares by $45.97, which was the closing market price of one Class A Share on December 29, 2023, the last trading day of the fiscal year, as reported by Nasdaq. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 2. | Restricted stock remaining from a grant made on January 2, 2023, that vests ratably annually on the date of grant over five years. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 3. | Performance award remaining from grant made on January 2, 2023, that are subject to a three-year vesting performance period. The number of shares reported assumes a 200% payout of the performance award based on performance to date above the maximum threshold. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 4. | Restricted stock remaining from a grant made on January 2, 2022, that vests ratably annually on the date of grant over five years. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 5. | Performance awards remaining from a grant made on January 2, 2022, that are subject to a three-year vesting performance period. The number of shares reported assumes a 200% payout of the performance award based on performance to date above the maximum threshold. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| Hub Group, Inc. | 40 | 2024 Proxy Statement |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 6. | Restricted stock remaining from a grant made on January 2, 2021, that vests ratably annually on the date of grant over five years. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 7. | Performance awards remaining from a grant made on January 2, 2021, that are subject to a three-year vesting performance period. The number of shares reported assumes a 200% payout of the performance award based on performance to date above the maximum threshold. The performance awards paid out at 200% on January 2, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 8. | Restricted stock remaining from a grant made on January 2, 2020, that vests ratably annually on the date of grant over five years. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 9. | Restricted stock remaining from a grant made on January 2, 2019, that vests ratably annually on the date of grant over five years. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 10. | Restricted stock remaining from a grant made on July 16, 2023, that vests ratably annually on the date of the grant over three years. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 11. | Restricted stock remaining from a grant made on September 1, 2021, that cliff vests on the date of the grant after three years. |
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The table below sets forth information regarding awards that vested in our Named Executive Officers during 2023. We have omitted from this table the columns relating to “Option Awards” because they are inapplicable. All share and per share amounts have been revised to give effect to the two-for-one stock split that was announced by the Company on January 4, 2024.
2023 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) | | D. Yeager | 37,224 | $1,479,468 | | P. Yeager | 17,948 | $703,054 | | G. DeMartino | 8,206 | $326,147 | | B. Alexander | 6,230 | $247,611 | | T. LaFrance | 1,306 | $51,906 |
2023 Option Exercises and Stock Vested
| 1. | Represents the gross number of shares acquired upon vesting of restricted stock, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. |
2023 Option Exercises and Stock Vested
| 2. | Computed by multiplying the number of shares by the closing market price of one Class A Share on the vesting date as reported by Nasdaq. The vesting date for all the shares reported was January 2, 2023, except as follows: P. Yeager (2,148 shares vested on November 9, 2023). |
2023 Pension Benefits
2023 Pension Benefits We have omitted the Pension Benefits table because it is inapplicable.
2023 Pension Benefits
| Hub Group, Inc. | 41 | 2024 Proxy Statement |
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation Information regarding each Named Executive officer’s participation in our DCP is included in the following table. The material terms of the plan are described after the table. Please also see “Perquisites and Other Compensation” in “Compensation Discussion and Analysis” above.
2023 Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | D. Yeager | $14,333 | $7,166 | $239,412 | $456,020 | $3,616,008 | | P. Yeager | $120,381 | $22,500 | $73,818 | — | $557,383 | | G. DeMartino | $194,810 | $16,500 | $91,681 | — | $651,040 | | B. Alexander | $45,736 | $13,881 | $28,423 | $17,919 | $152,987 | | T. LaFrance | — | — | $10,697 | — | $49,679 |
2023 Nonqualified Deferred Compensation
| 1. | Executive contributions during 2023 are included in “Salary” in the Summary Compensation Table. |
2023 Nonqualified Deferred Compensation
| 2. | Company contributions are included in “All Other Compensation” in 2023 in the Summary Compensation Table. |
2023 Nonqualified Deferred Compensation
| 3. | These amounts are not reported in the Summary Compensation Table because they do not represent above-market or preferential earnings. |
2023 Nonqualified Deferred Compensation
Pursuant to the DCP, participating employees can defer up to 50% of their base salary and up to 90% of their annual cash incentive. The DCP also includes a match by the Company. The match currently is equal to 50% of the first 6% of contributions to the plan with a maximum match equivalent to 3% of base salary. The match vests at the end of three years. The Company match, if vested, and earnings thereon are paid out seven months after separation from service in either a lump sum or over a period of up to ten years, at the employee’s election. The match is subject to forfeiture if the participant leaves the Company and goes to work for a competitor. The DCP is funded and does not provide for a fixed rate of return. The amounts deferred or contributed to the DCP are credited to a liability account, which is then invested at the participant’s option in an account that mirrors the performance of a fund or funds selected by the Compensation Committee and reviewed by the Company’s Retirement Committee. The investment options that a participating employee may select track commonly available investment vehicles, including mutual funds, bond funds and money market funds. Each participating employee selects from a range of investment options. We then provide an investment return equal to the return from the selected investment options. The employee’s contributions and earnings thereon are paid out upon separation from service or at a predetermined date and may be paid out in a lump sum or over a period of up to ten years.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As required, in the following section we disclose the amount that would have been earned by our Named Executive Officers assuming a change in control or a termination due to death or disability on December 31, 2023. Pursuant to their current award agreements under Long-Term Incentive Plans, time-based restricted stock granted to our Named Executive Officers would vest upon a change in control event. Time-based restricted stock awards also vest on death or disability, and may vest upon a retirement (generally, the date of an executive’s termination for reasons other than due to death or disability or “for cause,” on or after the attainment of age 55, or age 50 plus 10 continuous years of service) in the discretion of the Compensation Committee. Performance-based restricted stock awards granted under the Company’s 2017 Long Term Incentive Plan also may vest, in the discretion of the Compensation Committee, on death, disability, retirement, or a change in control event
Potential Payments Upon Termination or Change in Control
| Hub Group, Inc. | 42 | 2024 Proxy Statement |
Potential Payments Upon Termination or Change in Control
(with or without regard to the satisfaction of the applicable performance measures). The Company’s 2022 Long-Term Incentive Plan provides that performance-based restricted stock awards shall vest on a change in control event or a termination due to death or disability at the greater of the target level of performance or the actual level of performance determined as of the date of the change in control. Additionally, our DCP provides for the vesting of the Company match and any earnings thereon upon a change in control or a termination due to death or disability. No Named Executive Officers would be entitled to receive any cash severance amounts or accelerated vesting of equity awards in connection with a termination of employment other than due to death or disability.
Potential Payments Upon Termination or Change in Control
| Name | Value of Restricted Stock(1) | Deferred Compensation | Total Payout Upon Change in Control, Death or Disability | | D. Yeager | $8,093,110 | $29,915 | $8,123,025 | | P. Yeager | $5,485,876 | $62,469 | $5,548,345 | | G. DeMartino | $2,119,585 | $22,070 | $2,141,655 | | B. Alexander | $1,528,319 | $25,902 | $1,554,221 | | T. LaFrance | $1,751,273 | $16,482 | $1,767,755 |
Potential Payments Upon Termination or Change in Control
| 1. | As of December 31, 2023, our Named Executive Officers owned the following number of shares of unvested restricted stock (assuming performance-based restricted stock awards vest at target levels): D. Yeager (176,052); P. Yeager (119,336); G. DeMartino (46,108); B. Alexander (33,246); and T. LaFrance (38,096). The value of accelerated restricted stock reported in this column is determined by multiplying the number of unvested shares of restricted stock by $45.97, which was the closing market price of one Class A Share on December 29, 2023, as reported by Nasdaq. |
Compensation Risk Considerations
| 2. | “Compensation actually paid” to our PEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding the decisions made by our Compensation Committee regarding the PEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above. |
2020: Phillip D. Yeager, Terri A. Pizzuto, Geoffrey F. DeMartino, Vava R. Dimond and Douglas G. Beck
| 4. | Average “compensation actually paid” for our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee regarding the non-PEO NEOs’ compensation for each fiscal year, please the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above. |
Relationship between Pay and Performance
| • | the annual total compensation of the CEO during 2023 for purposes of determining the CEO Pay Ratio was $2,609,274, as set forth in the Summary Compensation Table. |
Relationship between Pay and Performance
| • | our employee population for purposes of calculating the pay ratio disclosure was 5,287 after excluding, pursuant to SEC rules, 31 employees who work in Canada, Mexico or India and 600 employees who work for the Forward Air Final Mile business, which the Company acquired in 2023; |