Thomas LaFrance
Executive Vice President, Chief Legal and Human Resources Officer and Corporate Secretary at 
Hub Group
Hub GroupExecutive
About Thomas LaFrance
Thomas P. LaFrance is Executive Vice President, Chief Legal and Human Resources Officer and Corporate Secretary at Hub Group (HUBG). He joined HUBG in August 2021 as EVP, General Counsel and Corporate Secretary and was elevated to his combined Legal/HR role in February 2024, leading legal, claims, compliance, and HR functions . He is 63, holds a B.A. in Economics from Boston College and a J.D. from Georgetown University Law Center, and previously held senior legal leadership roles at GE (transportation and security technology divisions), Wabtec, National Grid, and United Technologies, and was a partner at Goodwin Procter . During 2022–2024, HUBG revenue declined from $5.34B to $3.95B while net income fell from $357M to $104M amid a freight downcycle; EBITDA compressed over the same period (context table below) . He announced retirement effective January 2, 2026, with a transition through March 6, 2026, introducing medium-term succession/transition risk for Legal/HR leadership .
Company performance context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 5,340,490,000 | 4,202,585,000 | 3,946,390,000 |
| EBITDA ($USD) | 610,145,000* | 391,857,000* | 334,379,000* |
| Net Income ($USD) | 356,948,000 | 167,528,000 | 103,993,000 |
| EBITDA Margin % | 11.42%* | 9.32%* | 8.47%* |
| Values with an asterisk are retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| General Electric Company | General Counsel, transportation and security technology divisions | — | Led divisional legal strategy and compliance for industrial/tech businesses |
| Wabtec Corporation | Senior legal leadership | — | Supported legal matters in global transportation equipment and services |
| National Grid plc | Senior legal leadership | — | Led legal/compliance in regulated utilities context |
| United Technologies Corporation | Senior legal leadership | — | Supported complex industrial/manufacturing legal portfolios |
| Goodwin Procter | Partner | — | Advised corporates on transactions, litigation, and governance |
External Roles
- None disclosed in filings for current public company directorships or external board roles for Mr. LaFrance .
Fixed Compensation
Multi-year cash compensation and targets:
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 453,200 | 475,860 | 572,010 (15% increase tied to promotion) |
| Target Bonus (% of salary) | 60% (NEO policy at that time) | 60% | 70% |
| Actual Annual Cash Incentive ($) | 407,880 | 0 (below EPS threshold) | 175,892 |
Notes:
- For non-CEO/executive chair NEOs (including LaFrance), annual incentive is 80% company EPS and 20% personal goals; if EPS is below threshold, no payout is made (including personal goals) .
- 2024 EPS targets: Threshold ≈ $1.68; Target ≈ $2.13; Max ≈ $2.58; actual adjusted EPS was $1.91, producing a 52% payout on the EPS component .
Performance Compensation
Short-term incentive (annual cash) design and 2024 outcome:
| Metric | Weighting | 2024 Target | 2024 Actual | 2024 Payout |
|---|---|---|---|---|
| Diluted EPS (Company) | 80% | Target ≈ $2.13; Threshold ≈ $1.68; Max ≈ $2.58 | Adjusted EPS $1.91 | 52% of EPS component |
| Personal objectives | 20% | Pre-set by role | Not disclosed | Paid only if EPS ≥ threshold; threshold was met |
Long-term incentives (equity) – design and Mr. LaFrance’s recent grants:
| Grant Date | Award Type | # Shares at Grant | Grant Date FV ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| 1/2/2024 | Time-based RS | 6,030 | 275,089 | 5 annual tranches (ratable) | None (time-based) |
| 1/2/2024 | Performance-based RS (Target/Max) | 6,030 / 12,060 | 275,089 | Cliff after 3 years (12/31/2026 cycle) | EBITDA as % of Gross Margin, threshold–max (0%–200%) |
| 1/2/2023 | Time-based RS | 6,920 | 275,035 | 5 annual tranches (ratable) | None |
| 1/2/2023 | Performance-based RS (Target/Max) | 6,920 / 13,840 | 275,036 | Cliff after 3 years (12/31/2025 cycle) | EBITDA as % of Gross Margin (0%–200%) |
| 7/16/2023 | Time-based RS | 2,502 | 100,055 | 3 annual tranches (ratable) | None |
- Performance calibration examples: 2022 LTI cycle (ending 12/31/2024) paid at 200% of target; LaFrance earned 13,060 shares (payout on 1/2/2025), a potential source of selling pressure for tax liquidity . The performance schedule around the 2022 grant included 45% (0% payout) up to 56% (200% payout) EBITDA as % of gross margin .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 36,939 Class A shares as of March 17, 2025 (<1% of outstanding); no Class B |
| Unvested time-based RS (12/31/2024) | 6,030 (2024 grant); 7,204 (2023 grants incl. July tranche); 3,918 (2022 grant) |
| Unearned performance RS (12/31/2024) | 10,613 (2024 grant, modeled at 176%); 13,840 (2023 grant, modeled at 200%); 13,060 (2022 grant; paid 200% on 1/2/2025) |
| Options | None (company has not granted options since 2003) |
| Ownership guidelines | Executives (other than CEO) must hold shares worth at least 2x base salary (includes unvested RS), within 5 years; all NEOs were in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited for executive officers; strengthens alignment and reduces margin-call risk |
Vesting calendar and potential supply:
- 1/2 each year: Annual time-based tranches from 2021–2024 grants vest (multi-year schedules) .
- 12/31/2025: End of 2023 performance cycle; shares vest after certification (0–200%) .
- 12/31/2026: End of 2024 performance cycle; shares vest after certification (0–200%) .
- 1/2/2025: 2022 performance cycle paid at 200% (LaFrance 13,060 shares) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None; all executive officers are at-will (no employment/severance “golden parachute” contracts) |
| Annual incentive | For LaFrance: 70% of salary target in 2024; 80% EPS / 20% personal goals; up to 200% payout on EPS scale |
| LTI equity | 50% time-based RS (5-year ratable), 50% performance RS (3-year, EBITDA as % of GM; 0–200% payout) |
| Change in control (CIC) | Time-based RS vests upon CIC; 2022 Plan performance RS vests upon CIC or death/disability at greater of target or actual-to-date; 2017 Plan performance RS vesting discretionary upon CIC/death/disability/retirement |
| Death/Disability | Time-based RS vests; performance RS (2022 Plan) vests as above; DCP company match and earnings vest |
| Retirement | Time-based RS may vest at committee discretion (generally after age/service thresholds) |
| Non-compete / Non-solicit | Not disclosed in proxy/8-K filings for LaFrance |
| Clawback | Company has an SEC/Nasdaq-compliant clawback requiring recoupment of unearned performance-based comp upon a restatement; discretionary recoupment for senior employees based on culpability/misconduct |
| Payout illustrations (CIC/death/disability) | LaFrance’s indicative value at 12/31/2024: $2,435,863 in restricted stock; total $2,435,863 (no DCP amount) |
Retirement and transition:
- Mr. LaFrance notified HUBG of his retirement effective January 2, 2026; he is expected to assist with transition activities through March 6, 2026. Eric Braun is slated to assume the CLO & Corporate Secretary roles effective January 3, 2026 .
Compensation Structure Analysis
- Increased at-risk pay and role scope: Target bonus rose from 60% (2023) to 70% (2024) concurrent with his promotion to EVP, Chief Legal & HR Officer; base salary increased 15% in 2024, aligning cash pay with expanded remit .
- Balanced equity mix with rigorous performance: LTI is 50% PSUs tied to EBITDA as a % of gross margin and 50% time-based RSUs; the 2022 PSU cycle paid at the maximum (200%), reflecting strong metric attainment over the period, but recent freight softness could moderate future PSU outcomes depending on gross margin/EBITDA trajectory .
- Short-term discipline: 2023 bonuses paid zero when EPS missed threshold, demonstrating formulaic discipline; 2024 paid at a reduced level (EPS factor 52%) .
- Shareholder alignment safeguards: Strict prohibition on hedging/pledging, ownership guidelines (2x salary), multi-year vesting, and a compliant clawback enhance alignment and limit problematic practices .
- Peer benchmarking: Compensation Committee benchmarks against a transportation/industrial peer set (e.g., JBHT, KNX, SNDR, WERN, ODFL, SAIA, GXO, RXO, LSTR, R) and has maintained high shareholder support for say-on-pay (see below) .
Say-on-Pay & Shareholder Feedback
- 2025 AGM: Say-on-pay approved with 148,711,866 For, 2,569,852 Against, 14,637 Abstain, indicating strong support for the program .
- 2024 AGM: Prior-year say-on-pay received >98% approval (company disclosure) .
Risk Indicators & Red Flags
- CIC vesting is single-trigger for time-based equity (vests on change-in-control without termination), which some investors view as less shareholder-friendly; however, no cash severance is provided, mitigating parachute concerns .
- Retirement announced for 2026 introduces transition risk; succession naming (Eric Braun) partially mitigates continuity concerns .
- Hedging/pledging prohibitions reduce alignment and liquidity risk; no related party issues disclosed for LaFrance .
Equity Ownership & Vesting Detail (Supplement)
Outstanding as of 12/31/2024:
| Category | Shares |
|---|---|
| Time-based RS (unvested) | 6,030 (2024); 7,204 (2023 incl. July); 3,918 (2022) |
| Performance RS (unearned) | 10,613 (2024, modeled 176%); 13,840 (2023, modeled 200%); 13,060 (2022, paid 200% on 1/2/2025) |
| Shares vested in 2024 | 13,524 (value ~$633,099 at vest) |
Performance & Track Record
- Company TSR context: Pay vs. Performance table indicates HUBG cumulative TSR value of $173.72 on an initial $100 over the measurement horizon to 12/31/2024 (company-defined methodology) .
- Key operational metric used for LTI: EBITDA as % of gross margin; 2022–2024 cycles have included aggressive maximum thresholds (200% payout at or above ~56% EBITDA/GM) .
Investment Implications
- Alignment and retention: LaFrance’s pay is predominantly at-risk with rigorous EPS and EBITDA/GM metrics; ownership guidelines, anti-hedging/pledging, and a robust clawback support alignment. Near-term vesting from PSU/RS schedules (and the 2025 PSU payout) can create episodic selling for tax liquidity, but structural alignment remains strong .
- Transition risk: Announced retirement in early 2026 with an identified successor reduces but does not eliminate continuity risk across legal/HR functions; monitor 8-Ks and proxies for any interim compensation adjustments or retention awards through the transition .
- Pay discipline: Zero payout in 2023 and reduced payout in 2024 demonstrate pay-for-performance integrity; continued freight/volume/mix dynamics will be critical for 2025–2026 PSU outcomes tied to EBITDA/GM .
- Governance considerations: Single-trigger equity vesting at CIC is an investor watchpoint, but absence of cash severance/golden parachutes and consistently strong say-on-pay support (>98% approval) indicate limited governance friction currently .