Lisa Dykstra - Director | Hub Group (HUBG) Executive Profile & Compensation

About Lisa Dykstra

Independent director of Hub Group since May 2022; age 54. Former Senior Vice President and Chief Information Officer at Ann & Robert H. Lurie Children’s Hospital (2015–2024) and current CIO Strategic Advisor to CHIME. Brings deep expertise in information technology, artificial intelligence, privacy, data governance, and cybersecurity; holds a BA in Communications from DePaul University. Member of Hub Group’s Audit, Compensation, and Nominating & Governance Committees; the Board has affirmatively determined she is independent under Nasdaq standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ann & Robert H. Lurie Children’s Hospital	Senior Vice President & Chief Information Officer	2015–2024	Led digital health, cyber security, applications, and technology programs
University of Chicago Medicine	IT leadership positions	Not disclosed	Leadership roles at top academic medical center
Rush University Medical Center	IT leadership positions	Not disclosed	Leadership roles at top academic medical center
Northwestern Memorial Hospital	IT leadership positions	Not disclosed	Leadership roles at top academic medical center

External Roles

Organization	Role	Tenure	Notes
CHIME (College of Healthcare Information Management Executives)	CIO Strategic Advisor	Current	Advisory role reflecting IT leadership expertise
Erie Family Health	Board/Community involvement	Not disclosed	Community board involvement
InspireCIO/Chicago CIO Leadership Association	Board/Industry involvement	Not disclosed	Industry leadership network
American Heart Association — Go Red For Women	Board member	Since 2016	Community health leadership

Board Governance

Committees: Audit; Compensation; Nominating & Governance (not a chair; Audit chaired by Gary Yablon, Compensation chaired by James C. Kenny, Nominating & Governance chaired by Mary H. Boosalis) .
Independence: Board determined Dykstra is independent; HUBG is a “controlled company” but maintains a substantial majority of independent directors and fully independent Audit, Compensation, and Nominating & Governance Committees .
Attendance: In 2024 the Board met 5 times; Audit 8; Compensation 2; Nominating & Governance 1, and each director attended at least 75% of meetings of the Board and committees on which they served .
Executive sessions: Non-management independent directors meet regularly in executive session, presided by the Lead Independent Director (Peter B. McNitt) .
Risk oversight: Audit Committee oversees financial, internal control, environmental, cybersecurity (including artificial intelligence) and litigation risks; Dykstra’s AI/cyber background enhances this oversight .

Fixed Compensation

Year	Cash Retainer (USD)	Equity Grant – Restricted Class A Shares (USD)	Total (USD)	Vesting
2024	$100,000	$200,089	$300,089	Director restricted stock vests after one year

Structure: Non-employee directors receive annual cash retainer plus restricted stock; no meeting fees disclosed; travel/education reimbursement provided .
Ownership guidelines: Directors must hold shares equal to at least 3x annual cash retainer within 5 years; must retain 25% of stock grants until target met; all directors were in compliance as of Dec 31, 2024 .
Hedging/pledging: Directors are prohibited from hedging or pledging Hub Group securities under the Insider Trading Policy .

Performance Compensation

Component	Metrics	Notes
Director compensation	None	HUBG director equity grants are time-based restricted stock vesting after one year; no performance metrics apply to non-employee director comp

Other Directorships & Interlocks

Public company directorships: None disclosed for Dykstra .
Committee interlocks: Compensation Committee disclosed no interlocks/insider participation requiring Item 404 disclosure for members, including Dykstra .

Expertise & Qualifications

Core skills: Information technology leadership, AI, privacy, data governance, cybersecurity; recognized as Enterprise CIO of the Year 2019; Chicago Orbie award .
Education: BA in Communications, DePaul University .
Board skills matrix: Dykstra contributes Leadership, Industry Experience, Corporate Strategy, Financial Expertise to Board skills .

Equity Ownership

As of Record Date (Mar 17, 2025)	Class A Shares	% of Class A Outstanding	Class B Shares	% of Class B Outstanding
Beneficial ownership	14,572	~0.024% (14,572 / 60,691,372)	—	—

Insider policy: Prohibits hedging and pledging by directors; intended to align with shareholder interests .
Ownership guideline compliance: All directors compliant as of Dec 31, 2024 .

Insider Trades (Section 16)

Date	Transaction	Shares	Price	Holdings After	Notes
Jan 3, 2025	Tax withholding (Code F)	1,592	$44.17	—	Share withholding for RS tax
Jan 3, 2025	Restricted stock award (Code A)	4,528	$0.00	14,572	Director RS grant vests in one year

Governance Assessment

Board effectiveness: Triple-committee membership and IT/AI/cyber expertise provide strong oversight leverage, especially for Audit’s cyber/AI risk remit; independence and regular executive sessions support accountable governance .
Compensation alignment: Simple director pay mix (cash retainer + time-based RS) and stringent ownership/holding requirements reinforce alignment; hedging/pledging bans reduce misalignment risk .
Conflicts/related-party exposure: No related-party transactions disclosed involving Dykstra; related-party monitoring is formalized via policy and Audit Committee review .
RED FLAGS / risk indicators: None specific to Dykstra in proxy; note that Hub Group disclosed her passing on Sept 28, 2025, creating a board vacancy and potential committee rebalancing risk until replacement is appointed .
Shareholder support context: 2024 say-on-pay approval exceeded 98%, indicating broad investor support for compensation practices; positive for governance sentiment though focused on executives .