DEF 14A of Heartland Express Inc
Filed Mar 28, 2025 · FY20240000799233-25-000020
What happens if a nominee for director declines or is unable to accept election?
What happens if a nominee for director declines or is unable to accept election? If you vote by proxy, and if unforeseen circumstances make it necessary for the Board to substitute another person for a nominee, we will vote your shares for that other person.
What happens if a nominee for director declines or is unable to accept election?
| ANNUAL REPORT |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, the stockholders will elect seven (7) directors to serve on the Board until the 2026 Annual Meeting or until their successors are duly elected and qualified. Upon the recommendation of the Nominating and Governance Committee of the Board, our Board has nominated for election as directors the following seven individuals, each of whom is presently serving as a director, except for Amanda M. Hupfeld: Mr. Michael J. Gerdin, Dr. Benjamin J. Allen, Mr. James G. Pratt, Ms. Brenda S. Neville, Mr. David P. Millis, Dr. Brenda M. Lantz, and Ms. Amanda M. Hupfeld.
Information Concerning Directors
Information Concerning Directors Information concerning the names, ages, positions with the Company, tenure as a director, and business experience of the nominees for directors is set forth below.
Information Concerning Directors
| NAME | AGE | POSITION | DIRECTOR SINCE | | Mr. Michael J. Gerdin | 55 | Chairman of the Board, Chief Executive Officer, President and Director | 1996 | | Dr. Benjamin J. Allen | 78 | Director | 1995 | | Mr. James G. Pratt | 76 | Director | 2006 | | Ms. Brenda S. Neville | 62 | Director | 2017 | | Mr. David P. Millis | 64 | Director and Millis Transfer President | 2020 | | Dr. Brenda M. Lantz | 56 | Director | 2023 | | Ms. Amanda M. Hupfeld | 51 | Nominee for Director | - |
Information Concerning Directors
| Director Qualifications | | | | | | | | | NAME | Mr. Michael J. Gerdin | Dr. Benjamin J. Allen | Mr. James G. Pratt | Ms. Brenda S. Neville | Mr. David P. Millis | Dr. Brenda M. Lantz | Ms. Amanda M. Hupfeld | | Qualification: | | | | | | | | | Public Company Officer or Key Employee | X | | X | | X | | X | | Financial Reporting | | X | X | X | X | | X | | Industry | X | X | X | X | X | X | | | Environmental | | | | X | | | | | Risk Management | | X | X | X | X | X | X | | Information Security | | | X | X | X | | X | | Governance | X | X | X | X | X | X | X |
Information Concerning Directors
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 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 $1.0 billion. The selection of Mr. Gerdin was based upon, among other things, his 41 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 the Audit and Risk Committee. Dr. Allen served as interim president of Iowa State University (a public university) from May 2017 to November 2017. Dr. Allen served as the President of the University of Northern Iowa (a public university) from 2006 to June 2013. Dr. Allen was the Vice President for Academic Affairs and Provost at Iowa State University from 2002 through 2006. He also served as a Distinguished Professor in Business at Iowa State University, a position to which he was originally appointed in 1988. In addition, Dr. Allen served as Dean of the College of Business at Iowa State University from 1994 to 2001 and as the Interim Vice President for External Affairs of Iowa State University in 2001 and 2002. He earned his B.S. degree in business economics at Indiana University and his Ph.D. degree in economics at the University of Illinois. He taught and conducted research in the area of transportation economics and management for more than 25 years. He has gained a thorough understanding of the Company and the industry in his role as a director for the past 30 years. His experiences in leadership positions at two of Iowa's major universities are highly valuable in the performance of his duties on board committees. Mr. James G. Pratt has served as a director since 2006 and is Chairperson of the Audit and Risk Committee and is Vice Chairperson of the Compensation Committee. Mr. Pratt retired in 2012 after 30 years of employment with Hills Bank and Trust Company, a bank providing consumer and commercial services, with several branches in Iowa, and Hills Bancorporation, the holding company for Hills Bank and Trust Company. Prior to his retirement, Mr. Pratt served as the Senior Vice President and Chief Financial Officer of Hills Bank and Trust Company in Hills, Iowa, positions he held since 1986. In addition, he served as the Treasurer of Hills Bancorporation, an SEC reporting one-bank holding company with over $2 billion in assets, since 1983, and Secretary of Hills Bancorporation since 2004. Mr. Pratt is an inactive holder of the certified public accountant certification. Before joining Hills Bank and Trust Company in 1982 he was employed by Ernst & Ernst, now Ernst & Young (a professional services company), and McGladrey & Pullen, now RSM (an accounting and consulting firm). Mr. Pratt brings to our Board extensive knowledge of finance, as well as significant experience in the oversight of the operations of a successful and disciplined banking enterprise. He makes a highly valuable contribution to the oversight of risk management and financial matters. Mr. Pratt has made significant contributions to the Audit and Risk Committee in his leadership role as its Chair. Ms. Brenda S. Neville has served as a director since 2017 and is Chairperson of the Nominating and Governance Committee. Ms. Neville is the President and Chief Executive Officer of the Iowa Motor Truck Association (IMTA). Prior to being named President of IMTA in 2008, Ms. Neville was named Vice President and retained the position for 12 years. In the 38 years that Ms. Neville has been with IMTA she has been a strong advocate for Iowa's trucking industry both on the state and national level, as well as providing assistance and expertise in public policy development and trucking industry specific research. IMTA is a statewide trade association that is headquartered in Des Moines, Iowa and represents approximately 700 member companies, as well as a number of different divisions that are affiliated with the trucking, towing and transportation industry. Ms. Neville is a current board member of Trucking Association Executive Council (TAEC)/Federation of the American Trucking Associations (ATA), advisory member for Iowa Freight Management Council and a committee member on the ATA Technology & Engineering Policy, ATA Automated Trucking Policy, ATA Image & Communications, and ATA Nominating and Bylaws Committees. Ms. Neville is a 1985 graduate of University of Northern Iowa with a B.S. in Business/Marketing. Ms. Neville also holds a Certification in Institutes of Organizational Management (IOM) from University of Oklahoma/US Chamber of Commerce and a Certification in Association Management (CAE) both of which she obtained in 1993. Ms. Neville's qualifications to serve on our Board include her extensive background as an advocate for the trucking industry both at a state and national level, as well as her experience in the oversight of the operations of a non-profit trade association promoting the success of the trucking industry. Mr. David P. Millis has served as a director since 2020. Mr. Millis is an employee director of the Company. Mr. Millis does not serve on any committees of the Board. Mr. Millis is the President of Millis Transfer, LLC ("Millis Transfer") a subsidiary of the Company, where over the last 49+ years he has worked in nearly every area of the organization, from truck wash to President. He has held top leadership roles focused on Accounting/Finance, Administration, and Operations before being named President in 1992. Mr. Millis is a third generation family member to lead Millis Transfer. The selection of Mr. Millis to serve as a director was based upon, among other things, his significant industry knowledge and expertise that we believe strengthens and expands the expertise of the Board.
Information Concerning Directors
Dr. Brenda M. Lantz has served as a director since October 2023 and is Vice Chairperson of the Nominating and Governance Committee and is a member of the Compensation Committee. Dr. Lantz is the Associate Director of North Dakota State University's Upper Great Plains Transportation Institute (the "UGPTI") as well as the Program Director for the Commercial Vehicle Safety Center (the "CVSC") at UGPTI. As Associate Director, Dr. Lantz, helps lead the UGPTI’s research, education, and outreach activities. She assists in managing and promoting the institute while working to improve coordination among the institute’s centers and encouraging synergy among staff. As Program Director of the CVSC, Dr. Lantz serves as a point of contact for universities, law enforcement, and other agencies seeking assistance to establish partnerships to improve commercial vehicle safety in the U.S. Western region. She also conducts safety-related research and analysis. Dr. Lantz holds a Master’s degree in Statistics from North Dakota State University, and a Ph.D. in Business Administration, Supply Chain and Information Systems, from the Pennsylvania State University. She has more than 31 years of experience in transportation research, primarily in the commercial vehicle safety field, and has worked extensively with both government and private industry agencies. Dr. Lantz's qualifications to serve on our Board include her extensive leadership background as an advocate for commercial vehicle safety, including safety-related research and analysis, education and outreach. Ms. Amanda M. Hupfeld is presented as a nominee to serve as a director. Ms. Hupfeld is the Chief Financial Officer of LimoLink Incorporated, a worldwide chauffeured transportation services organization. Ms. Hupfeld has served as LimoLink Chief Financial Officer since 2007 and has been a director of LimoLink since 2009. Ms. Hupfeld's experience includes all aspects of the day-to-day corporate management with a focus on both short-term and long-term strategic planning. Her responsibilities include the oversight of financial reporting, budgeting, risk management, information technology and tax compliance. Ms. Hupfeld is a director and audit committee chairperson of F&M Bank, a regional bank with branch locations in Iowa and Minnesota. Prior to joining LimoLink, Ms. Hupfeld worked for McLeod USA where she held progressive accounting roles from 2001-2007, culminating in Corporate Controller. While at McLeod USA Ms. Hupfeld was responsible for the preparation of SEC filings along with the oversight of the financial statement audits including coordination with external auditors. Ms. Hupfeld was employed by PricewaterhouseCoopers, LLP from 1996 to 2001 as a certified public accountant. Ms. Hupfeld's qualifications to serve on our Board include her previous experience as a certified public accountant in public accounting followed by expansive financial leadership experience inclusive of financial reporting oversight for public and private companies along with various progressive leadership roles including being an executive officer. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.
Meetings and Director Compensation
Meetings and Director Compensation The Board's meetings are regularly scheduled. The Board held a total of four regularly scheduled meetings during the last fiscal year. Each of the then-current directors attended 100% of the regular meetings of the Board. Committee members attended 100% of the meetings held by all of the committees of the Board of which each such director is a member. We have no formal policy regarding attendance by its directors at annual meetings of stockholders. All of our then-current directors attended the 2024 Annual Meeting.
Elements of Compensation
Retirement Plans. We had five qualified 401(k) savings plans during 2024, the Heartland Express Plan, the Millis Transfer Plan, the Smith Transport 401(k) Plan, the Smith Transport Profit Sharing Plan, and the CFI 401(k) Plan. The Heartland Express Plan covered all of the respective employees of Heartland, excluding Millis Transfer, Smith Transport, and CFI employees, including highly compensated employees of Heartland on a limited basis. However, highly compensated employees covered by the Heartland Express Plan are not eligible to receive any employer profit sharing or matching contributions as these employees are eligible for the Deferred Compensation Plan. Highly compensated employees are defined by the Internal Revenue Code of 1986, as amended (the "Code"). Our Named Executive Officers, except Mr. Millis, Mr. Helmich, and Mr. Donovan were eligible to participate in the Heartland Express Plan but were not eligible to receive, and did not receive, any employer profit sharing or matching contributions during 2024. Highly compensated employees, including Mr. Millis and Mr. Donovan were covered by the respective Millis Transfer Plan or Smith Transport 401(k) Plan. They were eligible to participate on an unlimited basis, including matching contributions, but were excluded from participation in the non-qualified deferred compensation plan. Mr. Helmich participated in the CFI 401(k) Plan, including matching contributions, as well as the deferred compensation plan having participation established from his employment at Heartland Express. Effective January 1, 2025 the Heartland Express Plan, the Millis Transfer Plan, the Smith Transport 401(k) Plan, and the CFI 401(k) Plan were combined into a single existing plan. All plan participants are eligible to participate in the plan, including employer matching contributions. Highly compensated employees' participation is on a limited basis. Deferred Compensation Plan. We have a non-qualified deferred compensation plan ("DC Plan") for employees of Heartland Express, Inc., primarily for those with limited participation in our qualified retirement plan due to being highly compensated employees as determined by Code limitations. The DC Plan participation excluded employees at Millis Transfer, Smith Transport and CFI during 2024. We offer the DC Plan to allow employees to set aside a portion of their income for retirement on a pre-tax basis. The DC Plan is unfunded for tax purposes and for purposes of ERISA. The Named Executive Officers other than Mr. Millis and Mr. Donovan were eligible to participate in the DC Plan. We also have the ability to make contributions to the DC Plan, which are discretionary. Discretionary contributions made for Named Executive Officers are subject to the approval of the Compensation Committee. There were no discretionary Company contributions made to the DC Plan during 2024. Employees are fully vested in amounts they contribute to the plan but discretionary contributions are unvested and are subject to forfeiture until the employee reaches the age of fifty-five, at which time these contributions vest over the next ten years. Discretionary contributions fully vest in the event of death, disability, or change in control, if not otherwise fully vested. Contributions under the DC Plan are intended to attract and retain qualified executives and to reward our executives for contributions to Company performance. Effective January 1, 2025 all highly compensated employees became eligible to participate in the DC Plan. Participants may elect to defer up to 100% of their salary, and any cash bonus, if applicable, to the DC Plan. The election to defer compensation under the DC Plan is irrevocable for each plan year as of the beginning of each plan year. Participant contributions are made into a trust account for the purpose of administering and providing for payment of the deferred compensation under this plan. The investment of contributions are self-directed by participants within an established array of money market, equity funds, fixed income mutual funds or individual stocks at the participant's direction. Investment in Heartland Express, Inc. stock is prohibited under the DC Plan. We do not pay interest or other earnings on the invested contributions. Earnings are generated by the investments selected by the participants. Therefore, earnings on the respective accounts are not deemed to be above-market value. The aggregate earnings on these investments, by each Named Executive Officer who is a participant in the DC Plan, are included in the Nonqualified Deferred Compensation table set forth herein and are attributable to the specific investments selected by each participant. Participants may change the designation of their salary deferral percentage at such times as mutually agreed by the parties but the change is only effective at the beginning of each plan year. Participants can change their investment designation on a daily basis. Participants elect in advance of the deferral of their compensation when the funds will be distributable. The aggregate vested balances of the participants are distributable, when any of the following occur, based on the participants' individual election: six months following the participant's termination of employment; a change in control (as discussed below in "Compensation Discussion and Analysis - Potential Payments upon Change in Control"); the participant's death or disability; or obtaining retirement age. The DC Plan provides for distributions to be made in either a lump sum amount or installments at the election of the participant. Compensation Elements of Acquired Entities. Elements of compensation for employees of acquired entities may have different legacy features as compared to Heartland Express. Specifically, discretionary and short-term cash bonuses exist at recently acquired companies. These elements are under review to identify and implement consistent compensation components that efficiently and effectively achieve our primary compensation policy objectives as discussed throughout this section of Elements of Compensation. Discretionary features may be expanded or eliminated to better meet the compensation objectives.
Compensation Paid to Our Named Executive Officers During 2024
| Name | Value of Accelerated Restricted Stock ($) | Value of Accelerated Contributions to Non-Qualified Deferred Compensation Plan ($) (1) | | Mr. Michael J. Gerdin | — | 226,942 | | Mr. Christopher A. Strain | — | 666,517 | | Mr. Kent D. Rigdon | — | 837,773 | | Mr. David P. Millis | — | — | | Mr. Joshua S. Helmich | — | 239,220 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following is a tabular presentation of pay vs performance presenting certain information regarding the compensation earned by the Chief Executive Officer (our Principal Executive Officer (or "PEO")) and the Named Executive Officers (or "NEO's"), and comparing such information to a "total shareholder return" (or "TSR") measure.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO(1) ($) | 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 | $(29.7) | 101.9% | | 2023 | 1,012,483 | 1,012,483 | 408,884 | 409,249 | 71.11 | 152.09 | 14.8 | 96.5% | | 2022 | 839,665 | 839,665 | 340,087 | 342,053 | 76.09 | 138.87 | 133.6 | 80.5% | | 2021 | 797,900 | 797,900 | 254,162 | 252,011 | 82.99 | 155.32 | 79.3 | 82.6% | | 2020 | 820,753 | 820,753 | 301,232 | 297,315 | 86.34 | 112.49 | 70.8 | 85.5% |
PAY VERSUS PERFORMANCE
| (1) Reflects compensation amounts reported in the Summary Compensation Table (the “SCT”) for our PEO, Michael J. Gerdin, for the respective years shown. | | (2) For 2024, 2023, 2022, 2021, and 2020, the only compensation received by Mr. Gerdin was reported in the “Salary” and “All Other Compensation” columns of the SCT and Mr. Gerdin does not receive any stock awards from the Company. Therefore, no adjustments were made to determine the compensation actually paid to Mr. Gerdin. | | (3) The following non-PEO named executive officers are included in the average figures shown: | | 2024: Christopher A. Strain, Kent D. Rigdon, David P. Millis, Michael P. Donovan and Joshua S. Helmich. | | 2023: Christopher A. Strain, Kent D. Rigdon, David P. Millis, Todd A. Smith and Michael P. Donovan. | | 2022: Christopher A. Strain, Kent D. Rigdon, David P. Millis and Todd A. Smith. | | 2021: Christopher A. Strain, Kent D. Rigdon, David P. Millis and Jo A. Borden. | | 2020: Christopher A. Strain, Kent D. Rigdon, David P. Millis and Jo A. Borden. | | (4) To calculate the compensation actually paid for our non-PEO NEOs, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown: |
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 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 |
PAY VERSUS PERFORMANCE
| (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. |
PAY VERSUS PERFORMANCE
| (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. |
PAY VERSUS PERFORMANCE
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
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.
Tabular Disclosure of the Most Important Measures to Link Compensation Actually Paid for 2024 to Company Performance
| 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. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the total compensation for the fiscal year 2024 awarded to, earned by, or paid to those persons who were our Named Executive Officers. There was no other compensation paid to our Named Executive Officers other than as detailed below.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Mr. Michael J. Gerdin, Chief Executive Officer, Chairman, President and Director | 2024 | 1,050,410 | — | — | 20,097 (3) | 1,070,507 | | | 2023 | 980,577 | — | — | 31,906 (3) | 1,012,483 | | | 2022 | 830,770 | — | — | 8,895 (3) | 839,665 | | Mr. Christopher A. Strain, Vice President of Finance, Treasurer, and Chief Financial Officer | 2024 | 364,170 | — | — | 8,729 (3) | 372,899 | | | 2023 | 331,160 | — | — | — | 331,160 | | | 2022 | 295,115 | — | 104,160 | — | 399,275 | | Mr. Kent D. Rigdon, Chief Operating Officer | 2024 | 327,840 | — | — | 15,492 (3) | 343,332 | | | 2023 | 314,630 | — | — | 19,810 (3) | 334,440 | | | 2022 | 292,865 | — | — | 19,184 (3) | 312,049 | | Mr. David P. Millis, Director and Millis Transfer President | 2024 | 190,824 | — | 98,218 | 6,610 (5) | 295,652 | | | 2023 | 176,965 | 28,560 (4) | 114,837 | 8,123 (5) | 328,485 | | | 2022 | 131,800 | 55,400 (4) | 99,994 | 4,905 (5) | 292,099 | | Mr. Michael P. Donovan, Former Chief Operating Officer of Smith Transport (6) | 2024 | 176,000 | — | 326,162 | 14,769 (7) | 516,931 | | | 2023 | 277,115 | 75,000 (4) | — | 24,000 (7) | 376,115 | | Mr. Joshua S. Helmich, Secretary of Heartland Express and Senior Vice President and Chief Financial Officer of Contract Freighters (8) | 2024 | 286,180 | — | — | 12,589 (9) | 298,769 |
Summary Compensation Table
| (1) Any differences between salary reported below and salary rates reported elsewhere in this Proxy Statement are attributable to payroll timing differences. | | (2) This column represents the aggregate grant date fair value of restricted stock grants computed in accordance with the Financial Accounting Standards Board authoritative guidance on stock-based compensation, FASB ASC Topic 718. The amount reflects the accounting expense to be recognized over the vesting period of the restricted stock award, and does not necessarily correspond to the actual value that will be recognized by the Named Executive Officer. | | (3) Amounts reflect payments made under our Tuition Plan as discussed in the Compensation Discussion and Analysis. | | (4) Prior to 2024, Mr. Millis and Mr. Donovan's compensation included discretionary cash bonuses as a component of their compensation. These bonuses were compensation components established prior to the Company acquiring Millis Transfer and Smith Transport. No Named Executive Officers received cash bonuses in 2024. | | (5) Represents Company contributions to Mr. Millis under the Millis Transfer 401(k) Plan. | | (6) Mr. Donovan was not a Named Executive Officer in 2022. Mr. Donovan retired effective August 2, 2024. | | (7) Represents an automobile allowance that was established prior to the Company acquiring Smith Transport. Mr. Donovan is the only Named Executive Officers that received an automobile allowance. | | (8) Mr. Helmich was not a Named Executive Officer in 2023 and 2022. | | (9) Represents payments under our Tuition Plan and Company contributions to Mr. Helmich under the CFI 401(k) Plan. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information concerning each grant of an award made to the Named Executive Officers during the fiscal year ended December 31, 2024. The awards detailed in the table below were discretionary and were not related to any performance-based criteria that would change the amount of the award.
Grants of Plan-Based Awards
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards ($) (1) | | Mr. Michael J. Gerdin | — | — | — | | Mr. Christopher A. Strain | — | — | — | | Mr. Kent D. Rigdon | — | — | — | | Mr. David P. Millis | December 19, 2024 | 8,489 (2) | 98,218 (3) | | Mr. Michael P. Donovan | August 2, 2024 | 26,261 (4) | 326,162 (5) | | Mr. Joshua S. Helmich | — | — | — |
Grants of Plan-Based Awards
| (1) This column represents the aggregate grant date fair value of restricted stock grants computed in accordance with the Financial Accounting Standards Board authoritative guidance on stock-based compensation, FASB ASC Topic 718. | | (2) Represents the number of shares under new awards granted during 2024. All of the shares vested on December 19, 2024. | | (3) The amount was determined based on the market closing price of the stock on the December 19, 2024 grant date, which was $11.57 per share. | | (4) Represents the number of shares under new awards granted during 2024. All of the shares vested on August 2, 2024. | | (5) The amount was determined based on the market closing price of the stock on the August 2, 2024 grant date, which was $12.42 per share. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End There were no outstanding equity grants held as of December 31, 2024 by the Named Executive Officers.
Stock Vested
Stock Vested The following table sets forth information concerning the values realized upon vesting of restricted stock for the fiscal year ended December 31, 2024. The stock awards were contingent upon the recipient’s continued employment through each vesting date.
Stock Vested
| | Stock Awards Vested | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mr. Michael J. Gerdin | — | — | | Mr. Christopher A. Strain | — | — | | Mr. Kent D. Rigdon | — | — | | Mr. David P. Millis | 12,245 (1) | 141,149 | | Mr. Todd A. Smith | — | — | | Mr. Michael P. Donovan | 36,261 (2) | 456,362 |
Stock Vested
| (1) Represents 3,756 shares of stock vested on May 15, 2024 and 8,489 shares of stock vested on December 19, 2024, upon achieving service requirements. The value realized on vesting was based on the closing price of $11.43 on May 15, 2024 and $11.57 on December 19, 2024, the respective vesting dates. | | (2) Represents 10,000 shares of stock vested on February 1, 2024 and 26,261 shares of stock vested on August 2, 2024, upon achieving service requirements. The value realized on vesting was based on the closing price of $13.02 on February 1, 2024 and $12.42 on August 2, 2024, the respective vesting dates. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table provides information with respect to the DC Plan as discussed in "Compensation Discussion and Analysis - Elements of Compensation - Deferred Compensation Plan." The amounts shown include compensation earned and deferred in current and prior years, and earnings on, or distributions of, such amounts.
Nonqualified Deferred Compensation
| Name | Executive Employee Contributions in 2024 ($) | Aggregate Earnings in 2024 ($) (1) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at December 31, 2024 ($) (2) | | Mr. Michael J. Gerdin | — | 3,773 | — | 226,942 | | Mr. Christopher A. Strain | 47,320 | 48,888 | — | 666,517 | | Mr. Kent D. Rigdon | 39,000 | 135,123 | — | 837,773 | | Mr. David P. Millis | — | — | — | — | | Mr. Michael P. Donovan | — | — | — | — | | Mr. Joshua S. Helmich | 22,894 | 36,281 | — | 239,220 |
Nonqualified Deferred Compensation
| (1) Amounts reported in this column are not reported as compensation for 2024 in the Summary Compensation Table. | | (2) Amounts reported in this column were not reported as compensation in the Summary Compensation Table for previous years, except for amounts attributable to employer discretionary contributions. No such contributions were made in 2024. |
Narrative to Nonqualified Deferred Compensation
Narrative to Nonqualified Deferred Compensation A complete description of the DC Plan is included in "Compensation Discussion and Analysis - Elements of Compensation - Deferred Compensation Plan." Under the terms of the DC Plan, in the event of a change of control of the Company, the employer contributions to this plan immediately become fully vested as described in "Compensation Discussion and Analysis - Potential Payments upon Change in Control."
Director Compensation
Director Compensation The following table provides information concerning the compensation of all directors for the fiscal year ended December 31, 2024. Mr. Gerdin and Mr. Millis do not receive compensation as directors that is separate from their compensation as employees of the Company.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Dr. Benjamin J. Allen | 66,250 | — | 66,250 | | Mr. James G. Pratt | 71,750 | — | 71,750 | | Ms. Brenda S. Neville | 63,250 | — | 63,250 | | Mr. Michael J. Sullivan (passed away September 2024) | 45,000 | — | 45,000 | | Dr. Brenda M. Lantz | 59,250 | — | 59,250 |
Narrative to Director Compensation Table
Narrative to Director Compensation Table All non-employee directors are paid an annual cash retainer of $45,000, paid in quarterly installments of $11,250. Non-employee directors are paid additional compensation of $1,500 and $750 based on attendance at each regular board and committee meeting, respectively. Mr. Pratt is the Audit and Risk Committee chairperson and earned an additional $12,500 in 2024 for his service in this position. Dr. Allen, the Compensation Committee chairperson, earned an additional $7,000 in 2024 for his service in this position. Ms. Neville is the Nominating and Governance Committee chairperson and earned an additional $7,000 in 2024 for her service in this position. The Restricted Stock Plan allows for stock awards to directors. Awards under the Restricted Stock Plan are designed to more closely align director and stockholder interests. We have stock ownership and holding guidelines to more fully align the interests of our directors with those of our stockholders. The director stock ownership guidelines require directors to own a multiple of three times the base annual cash retainer within four years. All directors are also reimbursed for expenses incurred related to travel associated with board meetings.