Dennis Mathews
Hub GroupAbout Dennis Mathews
Dennis P. Mathews is Executive Vice President and Chief Accounting Officer (CAO) of Hub Group, appointed effective June 30, 2025. He joined Hub Group on March 18, 2024 as Vice President of Internal Audit; he is a Certified Public Accountant with a B.S. in Accounting and a Master’s in Accountancy and Financial Reporting from the University of Notre Dame, following 13 years in assurance services at a national accounting firm and 4+ years in controllership roles at public companies . His role as principal accounting officer is reflected in Q2 and Q3 2025 10‑Q signatures . Company performance context during his tenure is below.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| TSR – Value of $100 investment | $179.22 | $173.72 |
| Net Income ($USD thousands) | $167,528 | $103,993 |
| EBITDA as % of Gross Margin | 70.6% | 63.8% |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hub Group, Inc. | VP, Internal Audit | 03/18/2024–06/30/2025 | Led internal audit; strengthened controls oversight |
| National accounting firm | Assurance services | 13 years (pre‑HUBG) | Audit/assurance experience across industries |
| Public companies | Controllership roles | 4+ years (pre‑HUBG) | Corporate controllership and financial reporting |
External Roles
No external board or outside directorships disclosed in reviewed filings .
Fixed Compensation
- Individual base salary, target bonus %, and perquisites for Dennis Mathews are not disclosed; he is not listed among Named Executive Officers in the 2025 proxy (NEOs are D. Yeager, P. Yeager, K. Beth, B. Alexander, T. LaFrance) .
Performance Compensation
Annual Cash Incentive (Company framework for executive officers, 2024):
| Metric | Weighting | Threshold EPS | Target EPS | Max EPS | Actual EPS | Payout on EPS | Vesting |
|---|---|---|---|---|---|---|---|
| Diluted EPS (Company) | 80% for other executive officers | ~$1.68 | ~$2.13 | ~$2.58 | $1.91 (adjusted) | 52% of EPS portion | Cash (annual bonus) |
| Personal goals | 20% (varies by officer) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Cash |
Long‑Term Equity Incentives (company design):
- Structure: 50% time‑based restricted stock (vests ratably over 5 years), 50% performance‑based restricted stock (3‑year cliff) .
- Performance metric: EBITDA as a % of gross margin over the three years ending December 31, 2026 (2024 LTI awards), with threshold/target/maximum levels set by the Compensation Committee .
- 2022 LTI (for NEOs) paid at 200% based on EBITDA% of gross margin ≥56%; Mathews’ individual LTI for 2022 is not applicable given HUBG start in 2024 .
Vesting schedules and trading arrangements:
- Restricted stock awards vest ratably up to five years (per Form 3 explanation) .
- No Rule 10b5‑1 or non‑Rule 10b5‑1 trading plans were adopted, modified or terminated by officers in Q3 2025; Mathews’ Q3 signature shows role but no plan adoption. (CEO adopted a Rule 10b5‑1 sale plan in Q2 2025; Mathews not referenced) .
Equity Ownership & Alignment
| Metric | As of | Value |
|---|---|---|
| Class A shares beneficially owned | 09/23/2025 | 2,328 (Direct) |
| Unvested restricted shares (included above) | 09/23/2025 | 2,169 |
| Vested/unrestricted shares (computed) | 09/23/2025 | 159 (2,328 − 2,169) |
| % of Class A shares outstanding | 03/17/2025 basis | ~0.0038% (2,328 ÷ 60,691,372) |
Alignment policies:
- Hedging and pledging of HUBG securities are prohibited for executive officers and directors (Insider Trading Policy) .
- Stock ownership guidelines: CEO = 3× base salary; other executive officers = 2× base salary; 5 years to comply; retain ≥25% of shares granted until guideline met .
Employment Terms
- At‑will employment; HUBG has no employment, severance, or golden‑parachute agreements with NEOs; executive officers are compensated under board‑approved plans and policies .
- Change‑in‑control, death, disability, retirement: Time‑based RSAs vest; performance‑based RSAs vest at the greater of target or actual level under the 2022 LTI Plan; DCP matching vests under change‑in‑control/death/disability (for plan participants) .
- Clawback: SEC/Nasdaq‑compliant clawback for current/former Section 16 officers; discretionary recoupment may apply to senior employees based on culpability/misconduct .
Investment Implications
- Alignment: Mathews’ ownership is small (~0.0038% of Class A), but mostly in unvested restricted shares (2,169) that create multi‑year retention incentives; hedging/pledging is prohibited, and ownership guidelines will increase required skin‑in‑the‑game over five years .
- Compensation levers: Annual bonus is primarily driven by company EPS (2024 EPS payout at 52%) and personal goals, while LTI performance hinges on EBITDA as a % of gross margin over three years—tying accounting leadership to profitability and margin discipline .
- Retention and severance economics: No employment/severance contracts reduce guaranteed protections; equity acceleration upon change‑in‑control/death/disability is the primary economic lever, suggesting moderate retention risk balanced by vesting schedules .
- Governance and pay discipline: Strong say‑on‑pay (98% approval), independent comp consultant (Aon), clawback policy, and prohibition on hedging/pledging support high‑quality governance and reduce adverse trading signals .