Hub Group, Inc. Stock Compensation Disclosure

NOTE 13. Stock-Based Compensation Plans

The 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”) was approved by our Board of Directors and subsequently approved by our stockholders at the 2022 annual meeting. The 2022 Incentive Plan authorizes a broad range of awards including stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares or units, other stock-based awards, and cash incentive awards to all employees (including our executive officers), directors, consultants, or independent contractors of us or a related company. The 2022 Incentive Plan is effective as of May 24, 2022.

As of December 31, 2024, 2,169,625 shares were available for future grant under the 2022 Incentive Plan.

We have awarded time-based restricted stock to our employees and non-employee directors (“Outside Directors”). This restricted stock generally vests ratably (once per year) over a three to five-year period for recipients other than Outside Directors. Outside Directors’ restricted stock vests over a one-year period. In 2024, 2023, and 2022, we also granted performance-based restricted stock to our executive officers. The performance-based restricted stock vests upon the third anniversary of its issuance if certain financial targets are achieved.

Share-based compensation expense for 2024, 2023 and 2022 was $19.0 million, $21.2 million and $20.6 million or $14.9 million, $17.0 million and $15.7 million, net of taxes, respectively. Included in the 2024, 2023, and 2022 share-based compensation expense was $5.2 million, $6.3 million and $5.6 million of performance-based share expenses or $4.1 million, $4.8 million and $4.2 million, net of taxes, respectively.

The fair value of non-vested restricted stock is equal to the market price of our stock at the date of grant.

The performance-based restricted stock granted in 2022 earned a 200% award therefore an additional 74,202 shares were issued to settle the award on the vesting date of January 2, 2025. The 2024 grant of performance-based restricted stock resulted in the issuance of 105,048 shares. The performance-based restricted stock grants were 106,874 in 2023 and 103,588 in 2022. The weighted average grant date fair value of these shares was $45.62 in 2024, $39.75 in 2023, and $42.12 in 2022.

The total fair value of restricted shares vested during the years ended December 31, 2024, 2023, and 2022 was $27.8 million, $26.1 million and $22.7 million, respectively.

As of December 31, 2024, 2023, and 2022, there was $33.7 million, $34.0 million and $41.3 million of unrecognized compensation cost related to non-vested time-based compensation, respectively, that is expected to be recognized over a weighted average period for 2024, 2023, and 2022 of 2.66 years, 2.75 years and 2.67 years, respectively.

Additionally, as of December 31, 2024, 2023, and 2022 there was $6.2 million, $7.2 million and $7.6 million of unrecognized compensation cost, respectively, related to the non-vested performance-based restricted stock compensation that is expected to be recognized over a weighted average period of 1.5 years for 2024, 2023, and 2022.

During January 2025, we granted 406,585 shares of restricted stock, which includes 111,787 performance-based shares and 258,574 time-based shares, to certain employees and 36,224 shares of restricted stock to our Outside Directors with a weighted average grant date fair value of $44.17. These time-based grants vest ratably (once per year) over a five-year period for employees and a one-year period for Outside Directors. Performance-based grants vest after three years.