Heartland Express Inc. DEF 14A Filing

TL;DR

<b>Heartland Express Inc. filed its DEF 14A, detailing executive compensation adjustments and average pay for non-PEO NEOs.</b>

AI Summary

HEARTLAND EXPRESS INC (HTLD) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Average compensation for non-PEO NEOs in 2023 was $409,249, a slight increase from $342,053 in 2022. Stock and option awards deducted from total compensation for non-PEO NEOs were $22,967 in 2023, down from $51,039 in 2022. Year-end fair value of awards granted in 2023 that are outstanding and unvested was $10,712. Change in fair value as of year-end 2023 for awards granted in prior years that are outstanding and unvested was ($2,160). Vesting-date fair value of awards granted in 2023 that vested during the year was $12,721.

Why It Matters

For investors and stakeholders tracking HEARTLAND EXPRESS INC, this filing contains several important signals. The filing provides a detailed breakdown of how 'compensation actually paid' is calculated for Named Executive Officers (NEOs), which can differ from the Summary Compensation Table due to adjustments for stock awards and their fair value changes. Understanding these adjustments is crucial for investors to accurately assess executive pay and its relationship to company performance and shareholder value.

Risk Assessment

Risk Level: low — HEARTLAND EXPRESS INC shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate red flags or significant new information impacting the company's risk profile.

Analyst Insight

Investors should review the detailed adjustments to 'compensation actually paid' to understand the nuances of executive pay beyond the reported Summary Compensation Table figures.

Executive Compensation

Key Numbers

• 409,249 — Average Compensation Actually Paid to Non-PEO NEOs (2023)
• 342,053 — Average Compensation Actually Paid to Non-PEO NEOs (2022)
• 252,011 — Average Compensation Actually Paid to Non-PEO NEOs (2021)
• 297,315 — Average Compensation Actually Paid to Non-PEO NEOs (2020)
• 22,967 — Deduct Stock and Option Awards Reported in the Summary Compensation Table (2023)
• 51,039 — Deduct Stock and Option Awards Reported in the Summary Compensation Table (2022)
• 10,712 — Add YE Fair Value of Awards Granted During the Covered FY that are Outstanding and Unvested (2023)
• 12,721 — Add Vesting-Date Fair Value of Awards Granted During the Covered FY that Vested During the Covered FY (2023)

Key Players & Entities

• Heartland Express Inc. (company) — Filer name
• Michael J. Gerdin (person) — Mentioned in relation to Total Shareholder Return
• Christopher A. Strain (person) — Named Executive Officer
• Kent D. Rigdon (person) — Named Executive Officer
• David P. Millis (person) — Named Executive Officer
• Todd A. Smith (person) — Named Executive Officer
• Michael P. Donovan (person) — Named Executive Officer
• Jo A. Borden (person) — Named Executive Officer

FAQ

Key Financial Figures

• $529 million — rship as CEO the Company has grown from $529 million in annual revenue to $1.2 billion. The
• $1.2 billion — from $529 million in annual revenue to $1.2 billion. The selection of Mr. Gerdin was based
• $2 billion — ting one-bank holding company with over $2 billion in assets, since 1983, and Secretary of

Filing Documents

• htld-20240327.htm (DEF 14A) — 548KB
• htld-20240327_g1.jpg (GRAPHIC) — 432KB
• htld-20240327_g2.jpg (GRAPHIC) — 422KB
• htld-20240327_g3.jpg (GRAPHIC) — 435KB
• htld-20240327_g4.jpg (GRAPHIC) — 163KB
• htld-20240327_g5.jpg (GRAPHIC) — 167KB
• 0000799233-24-000012.txt (&nbsp;) — 4804KB
• htld-20240327.xsd (EX-101.SCH) — 12KB
• htld-20240327_def.xml (EX-101.DEF) — 26KB
• htld-20240327_lab.xml (EX-101.LAB) — 59KB
• htld-20240327_pre.xml (EX-101.PRE) — 28KB
• htld-20240327_htm.xml (XML) — 91KB

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, MANAGEMENT AND OTHERS

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, MANAGEMENT AND OTHERS 25 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27 PROPOSAL 2 28 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 28 RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 28 Audit and Risk Committee Report 29 PROPOSAL 3 30 NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 30 PROPOSALS BY STOCKHOLDERS 31 OTHER MATTERS AND SIGNATURE 31 HEARTLAND EXPRESS, INC . 901 Heartland Way North Liberty, Iowa 52317 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 9, 2024 GENERAL INFORMATION This Proxy Statement (the "Proxy Statement") is furnished in connection with the solicitation of proxies from the stockholders of Heartland Express to be voted at the Annual Meeting, which will be held at our headquarters, 901 Heartland Way, North Liberty, Iowa 52317, Thursday, May 9, 2024, at 8:00 a.m. Central Daylight Time, and any adjournment thereof. THE ENCLOSED PROXY IS SOLICITED BY OUR BOARD OF DIRECTORS. All costs of the solicitation will be borne by the Company. The approximate date of mailing this Proxy Statement and the enclosed form of proxy is March 29, 2024. We are using the SEC's Notice and Access model ("Notice and Access") that allows us to deliver proxy materials via the Internet. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. A Notice of Availability of Proxy Materials (the "Notice") was first mailed on or about March 29, 2024, to stockholders of record at the close of business on March 11, 2024 (the "Record Date"). The Internet Notice will instruct you as to how you may access and review the proxy materials. The Proxy Statement, the proxy card, and our Annual Report for the year ended December 31, 2

: Gender Identity FEMALE MALE FEMALE MALE

Part I: Gender Identity FEMALE MALE FEMALE MALE Directors 2 5 1 6

: Demographic Background

Part II: Demographic Background White 2 5 1 6 Director Qualifications and Demographics NAME Mr. Michael J. Gerdin Dr. Benjamin J. Allen Mr. James G. Pratt Ms. Brenda S. Neville Mr. Michael J. Sullivan Mr. David P. Millis Dr. Brenda M. Lantz Qualification: Public Company Officer or Key Employee X X X Financial Reporting X X X X X Industry X X X X X X X Environmental X Risk Management X X X X X X Information Security X X Governance X X X X X X X Race/Ethnicity: White X X X X X X X Gender: Female X X Male X X X X X 4 Mr. Michael J. Gerdin has served as Chief Executive Officer and Chairman of the Board since 2011. Mr. Gerdin does not serve on any committees of the Board. He was appointed President in 2006. Mr. Gerdin served as the Company's Vice President of Regional Operations from 2001 until 2006. From 1998 to 2001, he was President of A & M Express, Inc., a wholly-owned subsidiary of the Company. From 1983 until 1998, Mr. Gerdin held a variety of positions within the Company, including positions in the operations, sales, safety, maintenance and driver recruiting departments. Mr. Gerdin previously served on the Board of Directors of the Iowa Motor Truck Association, an educational and advocacy group for the trucking industry. Mr. Gerdin served as a director of West Bancorporation and West Bank, a wholly owned subsidiary of West Bancorporation, Inc., from 2013 to 2023. Mr. Gerdin also serves on the Iowa State University College of Business Dean's Advisory Council. Under his leadership as CEO the Company has grown from $529 million in annual revenue to $1.2 billion. The selection of Mr. Gerdin was based upon, among other things, his 40 years of industry experience and expertise, in addition to his exemplary leadership during a period of growth and in all roles in which he has served as an employee and director of the Company. Dr. Benjamin J. Allen has served as a director since 1995 and is Chairperson of the Compensation Committee and a member of

View Full Filing

View this DEF 14A filing on SEC EDGAR