Martin Slark

About Martin P. Slark

Martin P. Slark (age 70) has served as an independent director of Hub Group since February 1996 and was Lead Independent Director from November 2016 to November 2019. He was CEO of Molex Incorporated from 2005 until his retirement in November 2018, working over 40 years across Europe, Asia, and the U.S.; he holds an MBA from the University of East London and a Post‑Graduate Diploma in Management Studies from Portsmouth University, and is a Companion of the British Institute of Management .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Slark is independent under Nasdaq standards. The Board specifically considered his son’s employment at Hub Group (Vice President, Insurance and Risk Management, since 2017; non‑executive officer) and requires Slark to recuse himself from Compensation Committee discussions involving his son; his son’s cash compensation and equity awards are approved by the Audit Committee per the related‑party policy, with Slark not participating .
• Controlled company: Hub Group is a “controlled company” (Yeager family controls ~61.7% of voting power). Despite exemptions, the Board maintains a substantial majority of independent directors and fully independent Compensation and Nominating & Governance Committees; the Audit Committee is entirely independent per Nasdaq/SEC rules .
• Committees and meeting cadence (2024): Board met 5 times; Audit met 8; Compensation met 2; Nominating & Governance met 1. Each director attended at least 75% of Board and applicable committee meetings. The Annual Meeting was virtual and all Board members accessed it .
• Committee memberships and chairs: Slark serves on Audit, Compensation, and Nominating & Governance; Audit Committee is chaired by Gary Yablon, Compensation by James C. Kenny, and Nominating & Governance by Mary H. Boosalis. The committees oversee auditor selection/independence, compensation philosophy and clawback policy administration, succession planning, and governance (including risk oversight of financial controls, environmental, cybersecurity including AI, and litigation) .

Fixed Compensation

• Standard director compensation: Annual cash retainer $100,000 (paid quarterly) plus restricted Class A shares targeted at $200,000; restricted stock awards vest after one year .
• Deferral: Some directors may defer fees under the nonqualified deferred compensation plan (disclosed for other directors) .

Performance Compensation

• No options or PSUs are disclosed for non‑employee directors; equity compensation consists of time‑based restricted stock vesting after one year .

Other Directorships & Interlocks

No shared directorships with HUBG competitors/suppliers/customers are disclosed; interlocks are not indicated in the proxy .

Expertise & Qualifications

• Former CEO of a global manufacturing company with extensive strategic planning and multinational operational experience; brings leadership skills and contacts to the Board .
• Education: MBA (University of East London) and Post‑Graduate Diploma in Management Studies (Portsmouth University); Companion of the British Institute of Management .

Equity Ownership

• Director stock ownership guidelines: Minimum value of shares at least 3x annual cash retainer within five years; until reaching the target, must retain at least 25% of stock granted each year. As of 12/31/2024, all directors were in compliance .
• Hedging/pledging: Insider Trading Policy prohibits Board members from hedging or pledging Hub Group securities .

Governance Assessment

• Positives

  • Independence affirmed with explicit recusals for related‑party exposure; Audit Committee separately approves his son’s compensation/equity awards under the related‑party policy .
  • Long tenure and prior global CEO experience strengthen board effectiveness; prior service as Lead Independent Director demonstrates governance leadership .
  • Robust governance despite controlled‑company status: majority independent board, fully independent key committees, and formal governance guidelines. Audit Committee and Compensation Committee oversight appear active (reports, consultant independence, clawback policy administration) .
  • Attendance: At least 75% of meetings; Annual Meeting engagement via virtual access by all directors in 2024 .
  • Shareholder support: 2024 say‑on‑pay passed with over 98% approval; Form 8‑K shows votes For 151,143,283 vs Against 2,282,004 .
  • Alignment mechanisms: Director ownership guidelines (3x retainer), equity grants, and prohibition on hedging/pledging promote alignment with shareholders .

• RED FLAGS / Watch items

  • Related‑party proximity: Slark’s son is a company VP. While mitigated by recusals and separate Audit Committee approval, this remains a potential perceived conflict given Slark’s Compensation Committee membership. Monitor policy adherence and disclosures (“Transactions with Management and Others”) .
  • Controlled‑company dynamics: Yeager family holds ~61.7% of voting power, which can limit minority shareholder influence despite governance practices maintained by the Board .

• Additional notes

  • Committee risk oversight explicitly includes cybersecurity and AI under the Audit Committee remit—relevant for operational resilience in logistics .
  • Communication and engagement policies (shareholder communications and Annual Meeting attendance) are formalized, supporting transparency .