Jenell Ross
Hub GroupAbout Jenell R. Ross
Jenell R. Ross (age 55) has served on Hub Group’s Board since May 2020 and sits on the Audit, Compensation, and Nominating & Governance Committees. She is President of Bob Ross Auto Group (since 1997), holds a bachelor’s degree from Emory University, and is designated independent under Nasdaq standards; the Board’s skills matrix highlights her leadership and corporate strategy credentials . In 2024, the Board met five times and each director attended at least 75% of Board and committee meetings; Hub Group is a “controlled company,” but maintains fully independent key committees and strong independent board practices including a Lead Independent Director and regular executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bob Ross Auto Group (Buick/GMC/Mercedes-Benz) | President | Since 1997 | Led the first African-American owned Mercedes-Benz dealership globally; dealership recognized for sales and customer service |
| American International Automobile Dealers Association (AIADA) | Chair | 2013 | Dealer-led association representing 10,000+ franchises; national advocacy leadership |
| Ohio Motor Vehicle Dealers Board | Board Member | Previously (dates not disclosed) | Regulatory oversight experience in automotive retail |
| Federal Reserve Bank of Cleveland (Cincinnati Branch) | Chair of the Board | Previously (dates not disclosed) | Governance and regulator engagement; oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Dayton Board of Trustees | Emeritus Trustee | Current | Prior Chair (leadership in higher-ed governance) |
| Minority Business Partnership (Dayton Chamber of Commerce) | Board Member | Current | Community/industry engagement |
Board Governance
- Committee assignments: Ross serves on Audit, Compensation, and Nominating & Governance; committee chairs are Gary Yablon (Audit), James C. Kenny (Compensation), and Mary H. Boosalis (Nominating & Governance) .
- Independence: The Board affirmatively determined Ross is independent; Audit Committee is fully independent and includes multiple “audit committee financial experts” (Flannery, McNitt, Yablon) .
- Attendance and engagement: Board met 5x, Audit 8x, Compensation 2x, N&G 1x in 2024; each director attended at least 75% of applicable meetings; all directors accessed the 2024 virtual annual meeting .
- Independent oversight: Controlled-company status (Yeager family ~61.7% voting power) but Hub Group voluntarily maintains a substantial majority of independent directors and independent Compensation and N&G Committees; non-management directors meet in executive session led by the Lead Independent Director (Peter B. McNitt) .
- Related-party transactions oversight: Formal policy with Audit Committee review; 2024 related-party employment noted for Matthew Yeager and David Slark (no Ross-related transactions disclosed) .
Fixed Compensation
| Component (Directors) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly; no separate meeting fees disclosed |
| Equity (restricted Class A shares) | $200,089 (grant-date fair value) | Vests after one year; targeted value ~$200,000 |
| Total (cash + equity) | $300,089 | Mix approx. 33.3% cash / 66.7% equity (derived from table values) |
Director stock ownership guidelines: Minimum holdings ≥ 3× annual cash retainer within 5 years; all directors were in compliance as of Dec 31, 2024 .
Performance Compensation
| Performance-linked component (Directors) | Metric | Term / Vesting | Status |
|---|---|---|---|
| None disclosed for directors | N/A | Equity grants for directors are time-based; vest after one year | No director performance metrics disclosed in proxy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ross in Hub Group’s proxy |
| Private/non-profit boards | University of Dayton (Emeritus Trustee); Minority Business Partnership (Dayton Chamber) |
| Interlocks (competitors/suppliers/customers) | None disclosed |
Expertise & Qualifications
- Leadership and Corporate Strategy: Board skills matrix flags Ross for leadership and corporate strategy competencies .
- Industry and regulatory engagement: Multi-decade operating leadership in auto retail; prior chair roles at AIADA and Federal Reserve (Cincinnati branch) indicate governance and regulatory fluency .
- Education: Bachelor’s degree, Emory University .
Equity Ownership
| Holder | Class A Shares | % of Class A Outstanding | Class B Shares | Pledging/Hedging | Ownership Guideline Compliance |
|---|---|---|---|---|---|
| Jenell R. Ross | 25,090 | ~0.041% (25,090 / 60,691,372) | — | Company policy prohibits hedging and pledging by directors | All directors in compliance as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent director with full committee participation; strong attendance; equity-heavy compensation aligns interests; anti-hedging/pledging policy; regular independent director executive sessions and a designated Lead Independent Director .
- Context and controls: Despite controlled-company status (~61.7% voting power by Yeager family), Hub Group maintains independent Compensation and N&G Committees and a fully independent Audit Committee with financial experts; say-on-pay support was >98% in 2024, indicating investor alignment on pay practices .
- Conflicts/related-party exposure: No Ross-specific related-party transactions disclosed; related-party employment disclosures involved other directors’ family members with recusal and committee oversight .
- Engagement signal: All directors accessed the virtual annual meeting; board/committee cadence suggests active oversight .
RED FLAGS: Controlled-company voting concentration can dilute minority shareholder influence; continued vigilance on related-party oversight (e.g., family employment) is warranted even with recusal structures .