Hub Group (HUBG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 13, 2025, with voting available online, by phone, or mail.

• Stockholders will vote on electing ten directors, approving executive compensation, and ratifying the auditor.

• The Yeager family, through Class B shares, controls over 61% of voting power.

• Proxy materials are primarily distributed online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing ten directors, a say-on-pay advisory vote, and ratifying Ernst & Young LLP as auditor.

• Stockholders can submit proposals or director nominations for the 2026 meeting, following bylaw procedures.

• The board recommends voting for all proposals.

Board of directors and corporate governance

• The board consists of ten members, with eight deemed independent under Nasdaq rules.

• The board has Audit, Compensation, and Nominating and Governance Committees, all composed of independent directors.

• A Lead Independent Director is designated to ensure effective independent oversight.

• Annual board and committee effectiveness evaluations are conducted.

• Directors are encouraged to attend the annual meeting virtually.