Molly C. Campbell

About Molly C. Campbell

Independent director since 2019; age 64; based in California. Former Director of the Port of New York & New Jersey (2015–2018) and long‑time senior executive at the Port of Los Angeles (CFO 2000–2007; Deputy Executive Director 2007–2015; LA World Airports Director of Financial Management Systems in 2015). Non‑executive advisor to Boston Consulting Group since March 2022; Harvard Advanced Leadership Initiative Fellow (2019); Stanford Distinguished Career Institute Fellow (2023). Education: B.A. Political Science (UCLA) and M.A. Public Policy (Georgetown) .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NYSE listing standards; reviewed annually by the Board .
• Committees: Chair, Nominating & Corporate Governance; Member, Compensation .
• 2024 committee meeting cadence: Audit/Compliance (8), Compensation (5), Nominating & Corporate Governance (6), Risk (6) .
• Attendance: Board met five times in 2024; each director attended at least 75% of Board and committee meetings; all nine directors attended the 2024 annual meeting .
• Lead Director: Not applicable; Board Chair is independent (Michael F. McNally) .
• Overboarding policy: Max 4 public company boards; if executive officer of a public company, max 2 boards .
• Director resignation policy for majority vote shortfall in uncontested elections; process administered by Nominating & Corporate Governance Committee .

Fixed Compensation

Program structure (2024):

• Annual cash retainer: Member $90,000; Chair $175,000 .
• Committee retainers (annual): Audit Member $10,000 / Chair $20,000; Nominating Member $7,500 / Chair $15,000; Compensation Member $8,500 / Chair $17,000; Risk Member $7,500 / Chair $15,000 .
• Annual equity: RSUs valued at $135,000 for members; $200,000 for Board Chair; RSUs vest annually on May 20; deferral elections available .

Molly C. Campbell – 2024 Director Compensation:

Grant detail:

• 2,255 RSUs granted June 11, 2024 at $59.85; vest May 20, 2025 .
• Campbell did not newly defer her 2024 retainer or RSU award into the NQDC; existing deferred units remain outstanding (see Equity Ownership) .

Performance Compensation

Board‑overseen pay‑for‑performance framework (signals of governance quality):

• Annual Incentive Plan (AIP) metrics for executives: 80% Adjusted EBITDA; 20% Adjusted Operating Cash Flow as % of Revenue; Safety multiplier (ORIR/DART, 90–115%) .

• 2024 AIP results: | Metric | Threshold | Target | Maximum | Actual | Actual % of Target | |---|---|---|---|---|---| | Company EBITDA ($mm) | $315.2 | $394.0 | $472.8 | $374.8 | 88% | | Company OCF as % of Revenue | 4.9% | 7.0% | 9.1% | 12.0% | 200% | | Safety multiplier (ORIR/DART) | 90–115% | 110% | 115% | 111% (ORIR 0.68; DART 0.35, 50/50) | 111% |

• Long‑Term Incentive Plan (LTIP) performance metrics (executives): Relative TSR (50% LTI) and Capital Efficiency RONA (25% LTI); time‑based RSUs (25%) .

• 2022–2024 LTIP outcomes: | Metric | Threshold | Target | Maximum | Actual/Payout | |---|---|---|---|---| | 3‑yr Average RONA | 6.1% | 9.1% | 12.1% | 11.0% → 164.4% of target | | 3‑yr Relative TSR | 25th→35% | 50th→100% | 75th→200% | 71st percentile → 182% of target |

As Compensation Committee member and Nominating & Corporate Governance Chair, Campbell participates in oversight of these performance structures, consultant engagement (FW Cook), clawback policy adoption, and anti‑hedging/pledging governance—key signals of alignment and risk control .

Other Directorships & Interlocks

Expertise & Qualifications

• Board skills matrix: Highly experienced across financial expertise, capital structuring/M&A, strategic planning, human capital/compensation, risk management (enterprise and project), legal/claims, public sector contracting, industry/operating experience, environmental & social factors, cybersecurity, and public policy .
• Sector experience: Finance, multimodal logistics, maritime, transportation/infrastructure project execution .

Equity Ownership

Ownership alignment and policies:

• Director stock ownership guideline: 5x annual Board cash retainer; hold 75% of post‑tax shares until met; all non‑employee directors in compliance as of Dec 31, 2024 .
• Hedging/pledging: Prohibited for directors, officers, and employees (hedging ban across puts/options/swaps/collars; pledging ban via Insider Trading Policy) .

Governance Assessment

• Board effectiveness: Independent status; dual role as Nominating & Corporate Governance Chair and Compensation Committee member strengthens oversight of succession, ESG, board refreshment, pay design, and clawbacks .
• Engagement/attendance: Meets attendance expectations; Board held five meetings and all directors met the 75% minimum and attended the 2024 annual meeting—supports governance engagement .
• Pay‑for‑performance alignment: Robust AIP/LTIP metrics with calibrated thresholds, linear interpolation, safety multiplier, and double‑trigger CIC treatment; FW Cook engaged; no consultant conflicts; recent clawback adoption (Oct 2023) .
• Ownership alignment: RSU‑heavy director pay mix ($135k equity vs. $109.8k cash) and strong ownership guidelines; hedging/pledging prohibitions reduce misalignment risk .
• Potential conflicts/related parties: No related‑party transactions disclosed; Audit/Compliance Committee policy mandates review/approval and recusals; pre‑approved low‑risk transaction categories defined—mitigates conflict exposure .
• Overboarding risk: Company policy limits board service; Campbell’s known external roles appear within policy bounds; ongoing annual independence review required .
• Shareholder signals: Prior Say‑on‑Pay support of ~83% for 2023 indicates investor acceptance of compensation framework; continued annual votes planned .

RED FLAGS: None disclosed specific to Campbell for 2024–2025 (no related‑party transactions; no hedging/pledging; no attendance issues; no interlocks). Ongoing monitoring warranted for banking relationships via East West Bank, but no transactions are disclosed in the proxy .