James Kenny

About James C. Kenny

James C. Kenny (age 71) is an independent director of Hub Group, serving on the Board since May 2016; he chairs the Compensation Committee and is a member of the Audit and Nominating & Governance Committees, with prior executive, board, and diplomatic experience that informs his governance perspective . He previously served as U.S. Ambassador to Ireland (2003–2006), held senior leadership roles in Kenny Construction and Kenny Management Services, and has been a director of Kenny Industries, LLC since 2006; he holds a B.S. in Business Administration from Bradley University . The Board’s skills matrix identifies his strengths in Leadership and Corporate Strategy, complementing committee oversight roles; he is not designated as an Audit Committee financial expert (those are Flannery, McNitt, Yablon) .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation Committee; Member, Audit; Member, Nominating & Governance .
• Independence: The Board has affirmatively determined Mr. Kenny is independent under Nasdaq standards; Audit, Compensation, and Nominating & Governance committees are composed solely of independent directors .
• Meeting cadence and attendance (2024): Board met 5x; Audit 8x; Compensation 2x; Nominating & Governance 1x; each director attended at least 75% of applicable meetings .
• Lead Independent Director and executive sessions: Peter B. McNitt serves as Lead Independent Director; non-management directors meet in regular executive session, presided over by the Lead Independent Director .
• Risk oversight: Audit oversees financial, internal control, environmental, cybersecurity (including AI), and litigation risks; Compensation oversees human and social capital/compensation risk; Nominating & Governance oversees succession and governance .
• Controlled company context: Yeager family controls ~61.7% of voting power; notwithstanding controlled status, Hub Group maintains a substantial majority of independent directors and fully independent Compensation and Nominating & Governance committees .

Fixed Compensation (Director)

• Director stock ownership guideline: minimum 3x annual cash retainer within five years; all directors were in compliance as of Dec 31, 2024 .

Performance Compensation (Committee Oversight – Executive Program Structure and Outcomes)

Annual Cash Incentive (2024 design for NEOs)

Long-Term Incentive (LTI) Design and Results

• LTI design: 50% time-based restricted stock (5-year ratable vesting) and 50% performance-based restricted stock (3-year cliff), with performance measured by EBITDA as a % of gross margin (threshold 0%, target 100%, max 200%) for the 3-year period; awards granted on or around January 2; Committee retains discretion for adjustments .
• 2022 LTI performance schedule and outcome: EBITDA as % of gross margin payout grid (0% at ≤45%, 100% at 50%, 200% at ≥56%); Company exceeded 56% and paid at 200% for the 2022 cycle vesting Jan 2, 2025 .

Compensation Committee Process and Peer Group

• Independent consultant: Aon engaged as the Compensation Committee’s independent consultant in 2024 for market data and plan design .
• Compensation peer group (2024): ArcBest; Forward Air; GXO; J.B. Hunt; Knight-Swift; Landstar; Old Dominion; Ryder; RXO; Saia; Schneider; Werner .
• Clawback policy: Adopted per SEC/Nasdaq rules for current/former Section 16 officers, with mandatory recoupment upon financial restatement and discretionary recoupment based on culpability for senior employees .
• Say-on-pay support: 98% approval in 2024 for 2023 NEO compensation; Committee considered results in ongoing program oversight .

Other Directorships & Interlocks

Expertise & Qualifications

• Board skills matrix: Leadership; Corporate Strategy .
• Not an “audit committee financial expert” (designation held by Flannery, McNitt, Yablon) .
• Credentials: Former U.S. Ambassador; extensive family-business leadership; experience in acquisitions, succession planning, labor relations, and governance; B.S. in Business Administration (Bradley University) .

Equity Ownership

• Hedging/pledging: Board members are prohibited from hedging and pledging Hub Group securities under the Insider Trading Policy .
• Director ownership guidelines: 3x annual cash retainer; all directors compliant as of Dec 31, 2024 .
• Section 16 compliance: Company states all directors and officers filed Forms 3/4/5 on a timely basis during 2024 .

Governance Assessment

Strengths

• Independence and engagement: Independent status; chair of Compensation and member of Audit/Nominating & Governance; Board reports each director attended ≥75% of applicable meetings in 2024 .
• Compensation oversight discipline: Use of independent advisor (Aon), clear metrics (EPS for annual incentives; EBITDA as % of gross margin for LTI), and clawback policy aligned with regulatory standards .
• Ownership alignment and trading safeguards: Director equity grants and ownership guidelines; hedging/pledging prohibited .
• Investor support signal: High say-on-pay approval (98%), indicative of shareholder confidence in pay program overseen by the committee he chairs .

Watch items / potential red flags

• Controlled company dynamics: Yeager family holds ~61.7% voting power, which concentrates control; however, the Board voluntarily maintains a substantial majority of independent directors and fully independent comp and nom/gov committees .
• Family relationships on the Board: Executive Chairman David P. Yeager and CEO/Vice Chairman Phillip D. Yeager are father and son, requiring continued vigilance in compensation and succession oversight .
• Cyber/AI risk oversight: As an Audit Committee member, Mr. Kenny participates in oversight of cybersecurity and AI-related risks—areas requiring sustained oversight given evolving risk landscapes .
• Related-party exposure: The 2024 related-person transactions disclosed involved other individuals (Matthew Yeager and David Slark); no transactions involving Mr. Kenny were identified in the related-party section, but continued monitoring is warranted .