Michael Flannery
Hub GroupAbout Michael E. Flannery
Independent director at Hub Group since April 2022; age 65. Senior Advisor and former CEO of Duchossois Capital Management, with prior CEO roles in rail manufacturing (Trinity Rail Group) and senior finance/administration roles at The Duchossois Group; earlier career as corporate counsel at Cummins after starting in private practice. Education: B.S. in Finance (University of Illinois) and J.D., cum laude (Indiana University Maurer School of Law). Board skills matrix flags leadership, industry experience (including rail), corporate strategy, and financial expertise; designated by the Board as an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Duchossois Capital Management (DCM) | Senior Advisor | Since April 2024 | Led firm previously; oversaw investment strategies. |
| Duchossois Capital Management (DCM) | Chief Executive Officer | Since May 2017 (until retirement) | Led execution of investment strategies; CEO oversight. |
| Duchossois Capital Management (DCM) | President & Managing Director | At creation in November 2013 | Firm leadership at inception. |
| The Duchossois Group | Chief Financial Officer | 15 years | Financial leadership, M&A and corporate administration experience. |
| Trinity Rail Group, LLC | Chief Executive Officer | Not specified | Led leading designer/manufacturer of railcars in NA/EU. |
| Thrall Car (predecessor to Trinity Rail) | Vice Chairman | Not specified | Senior leadership in rail manufacturing. |
| The Duchossois Group | Chief Administrative Officer | Not specified | Corporate administration leadership. |
| Cummins Inc. | Corporate Counsel | Not specified | Corporate legal experience. |
| Burke, Griffin, Chomicz and Wienke | Lawyer | Early career | Legal foundation. |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| The Chamberlain Group, Inc. | Director | Current | Private company board. |
| Maritz, Inc. | Director | Current | Private company board. |
| Energy Distribution Partners | Director | Current | Private company board. |
| Walbec Group | Director | Current | Private company board. |
| Field Museum | Trustee | Current | Non-profit governance. |
| Indiana University Maurer School of Law | Board of Visitors | Current | Academic advisory role. |
| YPO, Chief Executives Organization | Member | Current | Executive networks. |
| Economic Club of Chicago; Commercial Club of Chicago | Member | Current | Business networks. |
Board Governance
- Committee memberships: Audit; Compensation; Nominating & Governance (member, not chair). Audit Chair is Gary Yablon; Compensation Chair is James C. Kenny; Nominating & Governance Chair is Mary H. Boosalis.
- Audit Committee Financial Expert designation: Flannery, McNitt, and Yablon.
- Independence: Board determined Flannery is independent under Nasdaq rules; Hub Group is a “controlled company” but voluntarily maintains independent Compensation and Nominating & Governance committees and a majority of independent directors.
- Attendance: In 2024 the Board met 5 times; Audit 8; Compensation 2; Nominating 1. Each director attended at least 75% of meetings of the Board and committees on which they served.
- Lead Independent Director and executive sessions: Lead Independent Director is Peter B. McNitt; independent directors meet in regular executive sessions (McNitt presides).
- Risk oversight: Audit oversees financial, internal control, environmental, cybersecurity (including AI) and litigation risks; Compensation oversees human capital/compensation risks; Nominating & Governance oversees succession/governance risks.
Fixed Compensation
| Component | 2024 Amount (USD) | Structure/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly | Standard for non-employee directors. |
| Restricted stock award (RS) | $200,089 | One-year vest | Grant-date fair value; annual grant targeted at $200,000. |
| Total director compensation | $300,089 | Cash + equity | Flannery’s 2024 reported total. |
| Deferred comp election | 50% of fees deferred | Nonqualified deferred comp plan | Flannery elected to defer 50% of fees. |
| Ownership guideline | ≥3x annual cash retainer | 5-year compliance period | All directors in compliance as of 12/31/2024. |
Performance Compensation
| Element | Metrics | Vesting/Trigger | 2024 Detail |
|---|---|---|---|
| Director equity (RS) | None disclosed for directors | One-year time-based vest | Annual RS grants vest after one year; no performance metrics tied to director awards. |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Flannery; current roles are private companies, non-profit, and academic boards.
- Compensation Committee interlocks: No relationships requiring Item 404 disclosure for Flannery during 2024; no insider participation conflicts disclosed.
- Related-party transactions: 2024 disclosures relate to Yeager family and Martin Slark’s son; no related-party transactions involving Flannery disclosed.
Expertise & Qualifications
- Board skills matrix: Leadership, industry experience, corporate strategy, financial expertise.
- Audit financial expertise: Formally designated Audit Committee Financial Expert.
- Sector insight: Deep rail manufacturing experience (Trinity Rail/Thrall) relevant to intermodal/logistics; extensive M&A and investment leadership (DCM/The Duchossois Group).
Equity Ownership
| Holder | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| Michael E. Flannery | 16,642 | <1% | Beneficial ownership as of 3/17/2025. |
- Hedging/pledging: Company policy prohibits directors and executive officers from hedging or pledging Hub Group securities.
- Ownership guidelines: Directors must maintain ≥3x cash retainer; all directors in compliance as of year-end 2024.
Compensation Committee Analysis
- Composition: Entirely independent directors; chaired by James C. Kenny; Flannery is a member.
- Consultant: Aon’s Talent Solutions engaged in 2024; committee oversees consultant selection, fees, scope, and independence.
- Clawback oversight: Committee administers the Company’s Compensation Clawback Policy.
- Say-on-pay signal: 2024 vote on 2023 executive compensation approved by over 98% of votes cast.
Governance Assessment
- Positives
- Independent director with audit financial expert designation; broad finance and rail-sector operating experience supports oversight of intermodal/logistics risks.
- Full committee engagement across Audit, Compensation, and Nominating & Governance; attendance ≥75%.
- Alignment mechanisms: director RS grants, ownership guidelines with compliance, and prohibition on hedging/pledging.
- No related-party transactions or interlocks involving Flannery disclosed; Compensation Committee interlocks none.
- Potential risk indicators
- Controlled company structure (Yeager family controls ~61.7% of voting power) can concentrate influence, though Board maintains independent committees and substantial majority independence.
Overall, Flannery’s independence, committee breadth, audit expertise, and rail/manufacturing background bolster board effectiveness with limited conflict exposure disclosed; alignment is supported via equity retainer structure and ownership guidelines.