Eric Braun
Hub GroupAbout Eric Braun
Eric Braun will join Hub Group on October 29, 2025 and become Executive Vice President, Chief Legal Officer and Corporate Secretary effective January 3, 2026. He spent 20+ years at Caterpillar, Inc., most recently as Vice President and Deputy General Counsel supporting the Energy & Transportation segment and overseeing global litigation; prior roles included legal leadership for compliance, intellectual property, commercial, trade and regulatory. He began his career at Greenebaum Doll & McDonald and holds degrees from Centre College and the University of Kentucky College of Law . Hub Group’s incentive design emphasizes EPS for annual cash incentives and EBITDA as a percentage of gross margin for long‑term incentives, aligning executive pay with profitability and margin discipline .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Caterpillar, Inc. | Vice President & Deputy General Counsel (Energy & Transportation); senior legal roles including compliance, IP, commercial, trade, regulatory; oversaw global litigation | 20+ years (dates not disclosed) | Supported E&T segment strategy and risk; led global litigation and compliance/IP frameworks |
| Greenebaum Doll & McDonald | Attorney | Not disclosed | Foundational corporate/legal experience prior to in‑house roles |
External Roles
- No public company directorships or external board roles were disclosed in filings reviewed .
Fixed Compensation
| Item | Eric Braun (disclosed) | Company program design (context for Hub Group executives) |
|---|---|---|
| Base salary | Not disclosed as of latest filings | Determined via market data, internal equity, role scope; reviewed annually by the Compensation Committee |
| Target annual bonus | Not disclosed as of latest filings | 2023 targets: Executive Chairman 100% of salary; CEO 125%; CFO 80%; COO 80%; Chief Legal & HR 60% of salary |
| Annual cash incentive metric | Not disclosed as of latest filings | EPS (100% for CEO/Executive Chairman); for other execs: 80% EPS + 20% personal goals tied to role‑specific objectives |
Performance Compensation
| Incentive type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Diluted EPS; plus individual goals for non‑CEO roles | CEO/Exec Chair: 100% EPS; Others: 80% EPS, 20% personal goals | Set annually by Comp Committee | Payouts depend on EPS vs target and personal goal achievement; examples shown in NEO tables in proxies | Cash paid after year‑end |
| Long‑Term Performance RS (PSUs) | EBITDA as % of Gross Margin (3‑year performance) | 100% | 50% EBITDA/GM = 100% payout (illustrative grid below) | 0–200% payout scale; e.g., 56.0%+ EBITDA/GM paid 200% for the 2021 cycle that vested Jan 2, 2024 | Cliff vest after 3‑year period; payout in shares |
| Long‑Term Time‑based RS (RSUs) | Service | — | — | — | Vests ratably annually, typically over five years from grant date |
Payout grid (example from 2021 award design):
| EBITDA as a % of Gross Margin | 45.0% or less | 46.0% | 47.0% | 48.0% | 49.0% | 50.0% | 51.2% | 52.4% | 53.6% | 54.8% | 56.0% |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Payout Level | 0% | 20% | 40% | 60% | 80% | 100% | 120% | 140% | 160% | 180% | 200% |
Additional design details:
- 2024 grants to NEOs were 50% time‑based RS and 50% performance‑based RS; performance awards measured by 3‑year average EBITDA/GM with target=100% and max=200% .
- Grant/vesting cadence often occurs on/around January 2 based on prior cycles (e.g., 2021 LTI vested/paid January 2, 2024) and 2024 grant date January 2, 2024 .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Ownership guidelines | Executive officers (non‑CEO) must hold shares worth at least 2x base salary; CEO 3x; 5 years to comply; must retain at least 25% of stock granted each year until compliant. As of Dec 31, 2024, all NEOs were in compliance . |
| Hedging/Pledging | Insider Trading Policy prohibits hedging and pledging by executive officers and directors . |
| Clawback | Policy requires recoupment of unearned performance‑based compensation following a financial restatement for current/former Section 16 officers; also provides discretionary recoupment considering culpability/misconduct . |
| Beneficial ownership | No Braun‑specific ownership disclosed yet (pre‑start); NEO beneficial ownership and outstanding award details are provided in proxies but Braun is not included as of those dates . |
Employment Terms
| Topic | Terms (Company disclosures) |
|---|---|
| Employment agreement | Hub Group has no employment, severance or golden‑parachute agreements with NEOs; executives are at‑will . |
| Severance | No cash severance upon termination (other than death/disability benefits as described below) . |
| Change in control (CIC) | Under current LTIPs, time‑based RS vests upon CIC; performance‑based RS under the 2022 LTIP vests at the greater of target or actual performance at CIC; DCP company match and earnings vest at CIC . |
| Death/Disability | Time‑based RS vests; performance‑based RS may vest per plan; DCP company match and earnings vest; valuation examples disclosed for NEOs (not Braun) . |
| DCP (Nonqualified Deferred Comp) | Executives can defer up to 50% base salary and 90% annual bonus; Company matches 50% of first 6% of contributions (max 3% of base); match vests after 3 years; forfeiture if participant leaves for a competitor; payouts after separation as lump sum or installments . |
Compensation Structure Analysis (signals)
- Pay‑for‑performance linkage: Annual incentives hinge on EPS; long‑term PSUs hinge on EBITDA/GM over three years, balancing earnings discipline and margin efficiency .
- Mix shifts and risk: Program relies on RS (no stock options), with 50/50 split between performance and time‑based shares for NEO grants—lower option risk, steady retention pressure from 5‑year RS vesting .
- Governance protections: Prohibitions on hedging/pledging, robust ownership guidelines, and clawback reduce misalignment/agency risk .
- Severance/CIC economics: No cash severance and CIC equity acceleration per plan terms limit parachute risk and payout overhang; most value is equity‑driven and performance‑contingent for PSUs .
Vesting Schedules and Potential Selling Pressure
| Element | Schedule/notes | Implication |
|---|---|---|
| Time‑based RS | Annual ratable vesting over ~5 years from grant date (e.g., 2024 RSAs granted Jan 2) | Predictable vesting‑driven liquidity windows each year on grant anniversaries; potential incremental supply around early January based on historical cadence . |
| PSUs | 3‑year performance period; cliff vest at end with 0–200% payout based on EBITDA/GM | Larger, lumpy share releases at cycle end; upside tied to sustained EBITDA/GM execution. |
| Hedging/pledging | Prohibited for officers/directors | Reduces leverage‑induced forced sales/pledge risk. |
Equity Ownership & Alignment (quant context for NEOs; Braun not yet included)
| Example disclosure | Value |
|---|---|
| Ownership guideline for executives (non‑CEO) | 2x base salary; 5 years to comply; 25% post‑grant retention until compliance |
| Policy on hedging/pledging | Hedging and pledging prohibited |
Performance & Track Record
- Career credentials: 20+ years of senior legal leadership at Caterpillar across litigation, compliance, IP, commercial, trade, and regulatory domains; most recently supported the Energy & Transportation segment and oversaw global litigation .
- Company performance metrics during NEO cycles: The 2021 LTIP paid at 200% after exceeding the 56.0% EBITDA/GM threshold (vested Jan 2, 2024), illustrating the rigor and upside of the metric framework; this is contextual for Braun’s future LTIP cycles .
- TSR/revenue/EBITDA growth during Braun’s tenure: Not yet applicable at Hub Group (appointment effective January 2026) .
Employment Events (8‑K timeline)
| Date | Event |
|---|---|
| Sept 23, 2025 (event date Sept 18, 2025) | HUBG 8‑K: announces retirement of current CLO (effective Jan 2, 2026); Eric Braun to join Oct 29, 2025 and become EVP, Chief Legal Officer & Corporate Secretary effective Jan 3, 2026; background and education disclosed . |
Investment Implications
- Alignment and incentives: Braun’s compensation will fall under a framework that ties cash to EPS and equity to 3‑year EBITDA/GM, reinforcing earnings quality and margin focus—supportive of shareholder alignment and reducing risk of value‑destructive growth .
- Retention vs supply dynamics: Five‑year RS vesting and three‑year PSU cycles create retention “hooks” and predictable vesting windows; monitor Form 4s around early‑January anniversaries once Braun receives initial grants for potential selling pressure, though hedging/pledging bans reduce leverage risks .
- Downside protection limited: Absence of cash severance and strict CIC vesting terms suggest limited golden‑parachute exposure; equity remains the primary economic lever, with PSUs performance‑contingent—shareholder‑friendly but increases executive outcome variability .
- Risk management capability: Braun’s background in global litigation and compliance at a complex industrial (Caterpillar) should strengthen legal/regulatory risk oversight at Hub Group—an incremental positive for governance and execution resilience .
References:
- HUBG 8‑K (Sept 23, 2025): executive transition and Braun background .
- HUBG 2025 Proxy (DEF 14A, Apr 3, 2025): ownership guidelines, hedging/pledging, compensation practices .
- HUBG 2024 Proxy (DEF 14A, Apr 12, 2024): program design, bonus targets by role, LTIP metric grid, DCP, CIC/termination terms, vesting mechanics .