David Yeager
Hub GroupAbout David P. Yeager
Executive Chairman of Hub Group since January 1, 2023; previously Chairman (2008–2022) and CEO (1995–2022), with over 50 years at the company beginning in 1975. Age 72, MBA from University of Chicago and BA from the University of Dayton . Under his leadership, Hub Group scaled from a small family business to approximately a $4 billion enterprise; recent company performance metrics used in compensation include TSR, Net Income, and EBITDA as a percent of gross margin (e.g., FY2024 Net Income $103.993M; EBITDA/Gross Margin 63.8%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hub Group | Executive Chairman of the Board | 2023–present | Continuity of leadership; unified vision with CEO; strong independent oversight via Lead Independent Director |
| Hub Group | Chairman of the Board | 2008–2022 | Oversaw governance as company scaled to ~$4B enterprise |
| Hub Group | Chief Executive Officer | 1995–2022 | Led transformation and growth; pay metrics tied to EPS/EBITDA in later years |
| Hub Group | Vice Chairman | 1995–2008 | Senior leadership of evolving logistics platform |
| Hub Chicago (predecessor) | President | 1985–1991 | Regional expansion and operations leadership |
| Hub Chicago | VP, Marketing | 1983–1985 | Commercial leadership in early growth phase |
| Hub Group | Employee | 1975–present | Long-tenured industry operator |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Dayton Board of Trustees | Chair (former) | N/A | Civic and governance leadership; networks relevant to board service |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|---|
| 2022 | $950,000 | 100% | $950,000 | $2,375,000 | 2022 cash incentive reflects EPS-based plan; NEO program |
| 2023 | $725,000 | 100% | $725,000 | — | No non‑equity incentive paid in 2023 |
| 2024 | $725,000 | 100% | $725,000 | $377,000 | EPS payout ~52% given actual adjusted EPS of $1.91 vs target $2.13 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Diluted EPS | 100% (Executive Chairman) | Threshold ~$1.68; Target ~$2.13; Max ~$2.58 | Adjusted EPS $1.91 | 52% of EPS component | Cash, annual |
| LTI – Performance RS (2022 grant; paid 1/2/2025) | EBITDA as % of Gross Margin | 50% of annual LTI mix in program | 50.0% = 100% payout | >56.0% achieved | 200% payout; 52,232 shares earned | 3‑year performance; vested/payout on 1/2/2025 |
| LTI – Performance RS (2024 grant) | EBITDA as % of Gross Margin | 50% of annual LTI mix | Threshold 0%; Target 100%; Max 200% | In‑progress (3‑yr period ending 12/31/2026) | 0–200% straight‑line interpolation | Vests after 3 years contingent on performance |
| LTI – Time‑Based RS (2024 grant) | Time‑based | 50% of annual LTI mix | N/A | N/A | N/A | Vests ratably annually over 5 years; 18,636 shares granted 1/2/2024 ($850,174 FV) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Class A Shares Beneficially Owned | 547,851; less than 1% of Class A outstanding |
| Class B Shares Beneficially Owned | 351,748; 61.2% of Class B outstanding |
| Voting Control | Yeager family controls ~61.7% of voting power; DPY Stockholders’ Agreement covers 61.2% of Class B; David Yeager (as trustee/owner of 311,692 Class B) can direct the vote of Class B Agreement Shares |
| Unvested Time‑Based RS at 12/31/2024 | 18,636 (2024 grant) $830,420 MV; 16,416 (2023) $731,497; 15,668 (2022) $698,166; 16,000 (2021) $712,960; 8,000 (2020) $356,480 |
| Outstanding Performance RS at 12/31/2024 | 32,799 (2024; assumed 176% accrual) $1,461,539; 41,044 (2023; assumed 200%) $1,828,921; 52,232 (2022; assumed 200%) $2,327,458; paid at 200% on 1/2/2025 |
| Ownership Guidelines | Executives must hold ≥2× base salary (CEO 3×), with 5 years to comply; all NEOs in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors/executives under Insider Trading Policy |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | None; executives are at‑will; no severance agreements or golden parachutes |
| Annual LTI Acceleration | Time‑based RS vests on change in control (CiC), death, disability; may vest upon retirement at committee discretion |
| Performance RS Acceleration | Under 2022 LTIP: vests on CiC, death, disability at greater of target or actual performance at event date; Committee discretion under 2017 plan for death, disability, retirement, CiC |
| CiC/Death/Disability Illustrative Payout (12/31/2024) | Restricted stock value $8,947,441; DCP $7,675; Total $8,955,116 |
| Clawback | Mandatory recoupment for unearned performance‑based compensation upon financial restatement; discretionary recoupment considering culpability/misconduct |
| Tax Gross‑Ups | Not provided except for taxes on executive physicals |
| Perquisites | Personal aircraft use reimbursed at SIFL +20/30%; incremental personal usage cost recognized (e.g., $190,800 for David Yeager in 2024; executive physical $5,927) |
| Deferred Compensation Plan (DCP) | Aggregate balance $3,442,578; 2024 earnings $311,187; match vests in 3 years and forfeits if executive leaves for a competitor; accelerated vesting on CiC, death, disability |
Board Service, Governance, and Dual‑Role Implications
- Board Service: Executive Chairman since 2023; Chairman 2008–2022; Director tenure reflects multi‑decade leadership .
- Committee Roles: None; independent committee leadership includes Audit (Chair: Yablon) and Compensation (Chair: Kenny) .
- Independence and Controlled Company: Hub Group is a “controlled company” under Nasdaq due to Yeager family voting control (~61.7%); only David and Phillip Yeager are non‑independent directors; Board maintains majority independent committees and a Lead Independent Director (McNitt) despite exemptions .
- Attendance: In 2024, each director attended ≥75% of Board/committee meetings; Board met 5x; Compensation Committee 2x; Audit Committee 8x; Nominating & Governance 1x .
- Director Compensation: David Yeager not separately compensated for Board service (as an employee); standard non‑employee director retainers/grants disclosed for others .
Performance & Track Record (Company Metrics Referenced in Pay-Design)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 Investment | $111.11 | $164.21 | $154.93 | $179.22 | $173.72 |
| Peer Group TSR (Nasdaq US Benchmark Industrial Transportation) | $130.86 | $165.47 | $140.02 | $168.12 | $171.24 |
| Net Income ($000s) | $73,559 | $171,474 | $356,948 | $167,528 | $103,993 |
| EBITDA as % of Gross Margin | 54.0% | 61.5% | 70.6% | 70.6% | 63.8% |
Compensation Peer Group and Shareholder Feedback
- Peer Group (2024 benchmarking): ArcBest; Forward Air; GXO; J.B. Hunt; Knight‑Swift; Landstar; Old Dominion; Ryder; RXO; Saia; Schneider; Werner .
- Say‑on‑Pay: >98% approval of 2023 NEO compensation at 2024 annual meeting; committee retained program design .
Related Party Transactions and Risk Indicators
- Related Parties: Matthew Yeager (EVP, Procurement) and David Slark (VP, Insurance & Risk Management); Compensation Committee oversight; Slark recuses from matters involving his son .
- Insider Trading Policy: Prohibits hedging and pledging; executive sessions held regularly among independent directors .
- Controlled Company Status: Governance exemptions available but Board maintains independent structures; Yeager family voting control is a structural risk for independence perception .
Investment Implications
- Alignment: High equity exposure via RS awards (time/performance) and significant Class B voting control align David Yeager’s interests with long‑term value creation; hedging/pledging prohibited reduces misalignment risk .
- Incentive Quality: Annual cash incentives tied strictly to EPS for Executive Chairman; LTI performance tied to EBITDA as a percent of gross margin with clear payout curves; recent 200% vesting on 2022 LTI indicates strong historical profitability on the chosen metric .
- Overhang/Selling Pressure: 2022 performance RS vested at 200% on 1/2/2025 (52,232 shares), and sizeable unvested RS may create periodic supply depending on tax or diversification needs; monitor Form 4s and trading windows around January vest dates .
- Governance: Controlled company with Executive Chairman/CEO familial leadership mitigated by Lead Independent Director and fully independent committees; nevertheless, dual‑role/controlled structure may cap governance premium despite strong pay‑for‑performance design and >98% say‑on‑pay support .
- Change‑of‑Control Economics: Single‑trigger acceleration of equity (time‑based and performance‑based at ≥target/actual) could increase transaction costs; no cash severance agreements lower cash outflows in transitions .