Peter McNitt
Hub GroupAbout Peter B. McNitt
Peter B. McNitt (age 70) has served on Hub Group’s Board since May 2017 and as Lead Independent Director since November 2019. He is retired; most recently Vice Chair of BMO Harris until December 2018, with prior leadership roles in U.S. Corporate Banking and Investment Banking. He holds a BA from Amherst College and attended Northwestern University’s Graduate School of Management and Stanford’s Graduate School of Credit and Finance. He is recognized by the Board as an Audit Committee Financial Expert and serves on the Audit, Compensation, and Nominating & Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Harris | Vice Chair; previously SVP & Head of Emerging Majors Midwest; EVP U.S. Corporate Banking; Executive Managing Director U.S. Investment Banking; Vice Chair of Business Banking | Vice Chair through Dec 2018; earlier roles prior to that | Led corporate, business banking and investment banking franchises; deep financial oversight and risk experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Old Republic International Corporation (Insurance) | Director | Current | Audit Committee; Compensation Committee |
Board Governance
- Roles: Lead Independent Director; member of Audit, Compensation, and Nominating & Governance Committees .
- Financial expertise: Designated Audit Committee Financial Expert (with Flannery and Yablon) .
- Independent director status: Affirmed independent under Nasdaq rules; Hub Group is a “controlled company” but maintains majority-independent Board and fully independent committees .
- Meetings and attendance: In 2024, Board met 5x; Audit 8x; Compensation 2x; Nominating & Governance 1x; all directors attended at least 75% of applicable meetings .
- Executive sessions: Non-management directors meet regularly; McNitt presides as Lead Independent Director .
- Risk oversight: Committees oversee financial, internal control, cyber/AI, litigation, human capital, succession and governance risks .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | $100,000 |
| Stock awards (grant-date fair value) | $200,076 | $200,089 |
| Total | $300,076 | $300,089 |
| Equity vesting terms | Restricted stock; 1-year vest | Restricted stock; 1-year vest |
- No meeting fees or separate committee/chair fees disclosed; compensation comprises cash retainer and restricted stock targeted at $200,000 grant-date value .
- Director stock ownership guidelines: Minimum 3x annual cash retainer within 5 years; all directors in compliance as of Dec 31, 2024 .
Performance Compensation
- Directors do not receive options or performance-conditioned equity; annual restricted stock grants to directors are time-based and vest after one year .
- Clawback policy applies to executive compensation; Board-level compensation is fixed per the director program .
Other Directorships & Interlocks
| Company | Relationship to HUBG | Potential interlock/conflict note |
|---|---|---|
| Old Republic International Corporation | External board seat; insurance industry | No related-party transactions disclosed involving McNitt; Hub Group maintains a formal related-person transactions approval policy . |
Expertise & Qualifications
- Board skills: Corporate Strategy and Financial Expertise per Board Skills Matrix .
- Domain: 40+ years in banking, corporate finance, risk, and strategic assessment .
- Committee leadership: Lead Independent Director with responsibility to preside over executive sessions and provide independent oversight .
- Audit literacy: Meets Nasdaq Audit Committee requirements; designated Audit Committee Financial Expert .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned (as of Mar 17, 2025) | 46,548; <1% of outstanding |
| Hedging/pledging policy | Hedging and pledging prohibited for directors |
| Ownership guideline compliance | All directors compliant as of Dec 31, 2024 |
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting say-on-pay results: For 151,143,283; Against 2,282,004; Abstain 43,908; Broker non-votes 2,017,750 .
- 2025 Proxy notes strong historical support; over 98% approval of 2023 NEO compensation at 2024 meeting .
Governance Assessment
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Strengths:
- Lead Independent Director role and regular executive sessions enhance independent oversight .
- Audit Committee Financial Expert designation; deep finance/risk background supports committee effectiveness .
- Clear director compensation structure (cash + time-based equity), modest quantum, and ownership alignment via 3x retainer guideline; all directors compliant .
- Prohibition of hedging/pledging and formal related-party transaction review policy mitigate conflict risks .
-
Watch items:
- Controlled company status concentrates voting power with Yeager family; Board maintains independence standards voluntarily, but governance optics warrant continued monitoring .
- External insurance board seat (Old Republic) could present perceived conflicts if Hub Group engages insurance relationships; no related-party transactions disclosed involving McNitt .
-
Signals:
- Consistent director pay mix and lack of premium chair fees suggest disciplined board pay; no red flags in repricing or option programs (none for directors) .
- Strong say-on-pay support indicates investor confidence in compensation governance .