Kathleen Shanahan
About Kathleen Shanahan
Kathleen Shanahan (age 66) has served on HireQuest, Inc.’s board since July 2019 and currently chairs the Nominating and Corporate Governance Committee while serving on the Audit and Compensation Committees; she is deemed independent under Nasdaq rules . Shanahan is Senior Advisor (and former CEO) at Turtle & Hughes, and sits on the boards of Great Lakes Dredge & Dock (NASDAQ: GLDD) and Mosaic Co. (NYSE: MOS), with prior senior roles in government and multiple public boards; she holds a BS in Nutrition and Biochemistry from UC San Diego and an MBA from NYU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turtle & Hughes | CEO; now Senior Advisor | CEO through Jan 1, 2024; Senior Advisor current | Led electrical distribution company operations across US/Canada/Mexico/Puerto Rico |
| Ground Works Solutions (URETEK Holdings) | Chair & CEO | Not disclosed | Led soil stabilization/densification business |
| WRSCompass | CEO & Chair | Not disclosed | Ran national environmental engineering/contracting firm |
| TRC Companies (NYSE: TRR) | Director; Audit Committee | 2015–2017 | Audit oversight |
| WCI Communities (NYSE: WCI) | Director; Chair of Executive Comp Committee | 2004–2007 | Led compensation oversight |
| Florida Governor Jeb Bush | Chief of Staff | Not disclosed | Senior state leadership |
| Vice President-elect Dick Cheney | Chief of Staff | Not disclosed | Transition leadership |
| California Trade & Commerce Agency | Deputy Secretary (Gov. Wilson) | Not disclosed | Trade development |
| US Vice President George H.W. Bush | Special Assistant | Not disclosed | Federal executive support |
| Reagan NSC | Staff Assistant | Not disclosed | National security support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Great Lakes Dredge & Dock (NASDAQ: GLDD) | Director | Current | Public company director |
| Mosaic Co. (NYSE: MOS) | Director | Current | Public company director |
| Barbara Bush Foundation | Director | Current | Non-profit board |
| Turtle & Hughes | Senior Advisor | Current | Former CEO until Jan 1, 2024 |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chair, Nominating & Corporate Governance .
- Independence: Board determined all directors except CEO are independent; committees fully independent .
- Attendance: In 2024, Board met 6x; Audit 5x; Compensation 3x; Nominating 1x; each director attended ≥75% of meetings, and all attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at all Board meetings; committees composed exclusively of independent directors .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Fees earned in cash | $0 | $12,625 | Directors may elect stock in lieu of cash |
| Stock awards (in lieu of cash) | $56,397 | $153,676 | Grant date fair value per GAAP; includes vested/unvested; election in-lieu of cash |
| Options | $0 | $0 | No option awards disclosed for Shanahan |
| Director Compensation Plan Elements | Amount | Basis | Vesting/Timing |
|---|---|---|---|
| Board Annual Retainer | $36,000 | Cash; payable quarterly; stock election allowed | n/a |
| Committee Annual Retainer (Audit member) | $5,500 | Cash; stock election allowed | n/a |
| Committee Annual Retainer (Comp member) | $3,500 | Cash; stock election allowed | n/a |
| Committee Annual Retainer (Nominating member) | $3,500 | Cash; stock election allowed | n/a |
| Committee Chair Annual Retainer (Nominating Chair) | $5,500 | Cash; stock election allowed | n/a |
| Annual Restricted Shares | 4,000 shares | Granted at annual meeting | Vest in full 3 months after grant |
| Stock Purchase Match | Up to 20% of director purchases; ≤$25k/year | Restricted shares | Vest after 2 years; requires continued board service and ownership retention |
| Ownership Guideline | Value equal to Board retainer by 2nd anniversary (excludes restricted shares) | Policy requirement | n/a |
Performance Compensation
- No director performance-based metrics disclosed; director equity grants are time-based restricted shares and stock elections in lieu of cash retainers .
| Award Type | Metric | Target/Scale | Vesting |
|---|---|---|---|
| Annual Restricted Shares (4,000) | None disclosed | n/a | 3 months post-grant |
| Stock-in-lieu of cash retainers | None disclosed | n/a | As granted; GAAP fair value reported |
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock/Conflict Indicator |
|---|---|---|---|
| Great Lakes Dredge & Dock | GLDD | Director | No HQI related-party transactions disclosed involving Shanahan – |
| Mosaic Co. | MOS | Director | No HQI related-party transactions disclosed involving Shanahan – |
| Barbara Bush Foundation | n/a | Director | Non-profit; no HQI transactions disclosed |
Expertise & Qualifications
- Proven leadership across industrial services and distribution; former CEO roles at Turtle & Hughes, Ground Works Solutions, WRSCompass .
- Public company board governance, audit and compensation oversight experience (TRC Companies; WCI Communities) .
- Governmental senior leadership experience (Chief of Staff to Gov. Jeb Bush and VP-elect Dick Cheney; roles with Vice President G.H.W. Bush and Reagan NSC) .
- Education: BS in Nutrition & Biochemistry (UC San Diego), MBA (NYU) .
Equity Ownership
| Metric | 2024 (record date Apr 23, 2024) | 2025 (record date Apr 28, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 58,962 | 70,198 |
| Outright shares | 56,438 | 68,726 |
| Restricted shares (unvested) | 2,524 (vesting between May 24, 2024–Feb 25, 2026) | 1,472 (vesting between May 23, 2025–Nov 20, 2026) |
| Ownership as % of shares outstanding | <1% | <1% |
| Pledged shares | None known (Company unaware of pledging) | None known (Company unaware of pledging) |
Governance Assessment
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Board effectiveness: Shanahan chairs Nom/Gov and is on Audit and Compensation, anchoring core governance levers; committee independence and regular executive sessions support robust oversight .
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Independence & engagement: Board deems her independent; 2024 attendance thresholds met amid 6 board meetings and multiple committee sessions, indicating active participation .
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Compensation alignment: Heavy use of stock-in-lieu of cash suggests alignment with shareholders; annual time-based restricted share grants vest quickly (3 months), emphasizing retention and ownership, not pay tied to performance metrics .
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Conflicts/related-party exposure: No related-party transactions disclosed involving Shanahan; oversight role on Audit Committee that reviews such transactions is a positive mitigating factor against broader related-party risks present for other directors (Jackson/Hermanns) –.
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Risk indicators: Hedging prohibited by policy; no pledging disclosed; all committees fully independent; no legal proceedings noted in proxy .
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RED FLAGS
- Rapid vesting of Annual Restricted Shares (3 months) may reduce long-term alignment relative to multi-year vesting norms for larger peers; however, director ownership guidelines and stock purchase matching partially offset this .
- Significant increase in stock awards value in 2024 vs 2023 reflects greater stock election; absence of disclosed performance metrics for director equity could be viewed as weaker pay-for-performance linkage for board comp .