HEARTLAND EXPRESS INC
For the period ended Mar 28, 2025. Filed Mar 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 28, 2025 · Filed Mar 28, 2025
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Contents
PAY VERSUS PERFORMANCE
The following is a tabular presentation of pay vs performance presenting certain information regarding the compensation earned by the Chief Executive Officer (our Principal Executive Officer (or "PEO")) and the Named Executive Officers (or "NEO's"), and comparing such information to a "total shareholder return" (or "TSR") measure.
| Year · Summary Compensation Table Total for PEO(1) ($) · Compensation Actually Paid to PEO(2) ($) · Average Summary Compensation Table Total Non-PEO NEO's(3) ($) · Average Compensation Actually Paid to Non-PEO NEO's(4) ($) · Value of Initial Fixed $100 Investment Based On: · Net Income (in millions)(7)($) · Operating Ratio(8) (%) | ||||||||
|---|---|---|---|---|---|---|---|---|
| TSR(5) ($) · Peer Group TSR(6) ($) | ||||||||
| 2024 | 1,070,507 | 1,070,507 | 365,517 | 360,911 | 56.33 | 146.78 | $(29.7) | 101.9% |
| 2023 | 1,012,483 | 1,012,483 | 408,884 | 409,249 | 71.11 | 152.09 | 14.8 | 96.5% |
| 2022 | 839,665 | 839,665 | 340,087 | 342,053 | 76.09 | 138.87 | 133.6 | 80.5% |
| 2021 | 797,900 | 797,900 | 254,162 | 252,011 | 82.99 | 155.32 | 79.3 | 82.6% |
| 2020 | 820,753 | 820,753 | 301,232 | 297,315 | 86.34 | 112.49 | 70.8 | 85.5% |
| (1) | Reflects compensation amounts reported in the Summary Compensation Table (the “SCT”) for our PEO, Michael J. Gerdin, for the respective years shown. |
| (2) | For 2024, 2023, 2022, 2021, and 2020, the only compensation received by Mr. Gerdin was reported in the “Salary” and “All Other Compensation” columns of the SCT and Mr. Gerdin does not receive any stock awards from the Company. Therefore, no adjustments were made to determine the compensation actually paid to Mr. Gerdin. |
| (3) | The following non-PEO named executive officers are included in the average figures shown: |
| 2024: Christopher A. Strain, Kent D. Rigdon, David P. Millis, Michael P. Donovan and Joshua S. Helmich. | |
| 2023: Christopher A. Strain, Kent D. Rigdon, David P. Millis, Todd A. Smith and Michael P. Donovan. | |
| 2022: Christopher A. Strain, Kent D. Rigdon, David P. Millis and Todd A. Smith. | |
| 2021: Christopher A. Strain, Kent D. Rigdon, David P. Millis and Jo A. Borden. | |
| 2020: Christopher A. Strain, Kent D. Rigdon, David P. Millis and Jo A. Borden. | |
| (4) | To calculate the compensation actually paid for our non-PEO NEOs, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown: |
| Year | AverageSummaryCompensationTable Total forNon-PEO NEOs ($) | Deduct Stock and Option Awards Reported in the Summary Compensation Table ($) | Add YE Fair Value of Awards Granted During the Covered FY that are Outstanding and Unvested as of the End of the Covered FY ($) | Add Change in Fair Value as of the End of the Covered FY for Awards Granted in a Prior FY that are Outstanding and Unvested as of the Covered FY ($) | Add Vesting-Date Fair Value of Awards Granted During the Covered FY that Vested During the Covered FY ($) | Add Change in Fair Value as of the Vesting Date for Awards Granted in a Prior FY that Vested During the Covered FY ($) | AverageCompensationActually Paidto Non-PEO NEOs ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 365,517 | (84,876) | — | — | 84,876 | (4,606) | 360,911 |
| 2023 | 408,884 | (22,967) | 10,712 | (2,160) | 12,721 | 2,059 | 409,249 |
| 2022 | 340,087 | (51,039) | 12,886 | — | 40,119 | — | 342,053 |
| 2021 | 254,162 | (2,511) | — | (320) | 2,511 | (1,831) | 252,011 |
| 2020 | 301,232 | (55,341) | 22,625 | (2,397) | 31,179 | 17 | 297,315 |
| (5) | The total shareholder returns assumes that $100 was invested on December 31, 2019 in the Company and that dividends were reinvested when and as paid. |
| (6) | The Peer Group TSR assumes that $100 was invested on December 31, 2019 in the Peer Group made up of the six companies listed in the Compensation Discussion and Analysis section of this proxy statement (Covenant Logistics Group, Inc., Knight-Swift Transportation Holdings Inc., Marten Transport, Ltd., P.A.M Transportation Services, Inc., Schneider National, Inc., and Werner Enterprises, Inc.) and that dividends were reinvested when and as paid. In 2022, we used a peer group consisting of Covenant Logistics Group, Inc., Knight-Swift Transportation Holdings Inc., Marten Transport, Ltd., P.A.M Transportation Services, Inc., U.S. Xpress Enterprises, Inc., and Werner Enterprises, Inc. (collectively, the “Former Peer Group”). We substituted Schneider National, Inc. for U.S. Xpress Enterprises, Inc. because U.S. Xpress Enterprises, Inc. was acquired by Knight-Swift Transportation Holdings Inc. in July 2023 and is therefore no longer a public company. The TSR for the Former Peer Group was $115.69 for 2020, $160.35 for 2021, and $142.26 for 2022. It is impracticable to calculate the TSR for the Former Peer Group for 2023 and 2024 as information regarding U.S. Xpress Enterprises, Inc. for those years is not available as it is no longer a public company. |
| (7) | Reflects Net Income in the Company’s Consolidated Statements of Comprehensive Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021, and 2020. |
| (8) | Our company-selected measure is Operating Ratio, which is described below. |
The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the cumulative total shareholder return of the Company and the Peer Group for 2024, 2023, 2022, 2021, and 2020 is represented by the graph below:
The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the Company’s net income for 2024, 2023, 2022, 2021, and 2020 is represented by the graph below:
The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the Company’s Operating Ratio for 2024, 2023, 2022, 2021, and 2020 is represented by the graph below:
Tabular Disclosure of the Most Important Measures to Link Compensation Actually Paid for 2024 to Company Performance
The following three financial metrics were the most important measures used to link compensation actually paid for 2024 to Company Performance. Please see the Compensation Discussion and Analysis section for a further description of the metrics used in the Company's executive compensation program.
Total Shareholder Return - Key metric in determining salary and equity awards. This metric, which compares Company TSR to the TSR of comparable publicly traded peers operating in the transportation industry. The Compensation Committee utilizes this metric for decisions on base salary and equity awards as discussed in the “Compensation Discussion and Analysis.
Net Income - Key metric in determining salary and equity awards.
Operating Ratio - Key metric in determining salary and equity awards and is defined as operating expenses as a percentage of operating revenues. The Compensation Committee believes that this metric represents the overall operating effectiveness of the Company, as compared to other publicly traded trucking companies, and is an important measure to be considered when making decisions on salary and equity awards.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.