DEF: Marten Transport Seeks Stockholder Approval for 2025 Equity Incentive Plan

Sentiment:

Proxy Statement 17 March 2025 6:15 AM

Marten Transport is asking stockholders to approve the Marten Transport, Ltd. 2025 Equity Incentive Plan at the upcoming annual meeting.

Summary

Marten Transport, Ltd. is soliciting proxies for its 2025 Annual Meeting of Stockholders to be held on May 6, 2025.
The key proposals include the election of seven directors, approval of the 2025 Equity Incentive Plan, an advisory vote on executive compensation, and ratification of Grant Thornton LLP as the independent public accountants for 2025.
The board of directors recommends voting for all proposals.
The company had 81,464,511 shares of common stock outstanding as of March 7, 2025.
Thomas Winkel will not seek re-election to the board.
The 2025 Equity Incentive Plan seeks approval for 800,000 shares.
The board believes the proposed 2025 Plan is in the best interests of the Company and our stockholders because it attracts and retains talent, is consistent with our pay-for-performance compensation philosophy to increase stockholder value, and aligns director, employee and stockholder interests.
The board and Compensation Committee believe that the 2025 Plan contains several features that are consistent with protecting the interests of our stockholders and sound corporate governance practices, including the following: No automatic share replenishment or evergreen provision, No re-pricing of underwater stock options or SARs without stockholder approval, Will not be excessively dilutive to our stockholders, No discounted or reload stock options or SARs, Limit on non-employee director compensation, No tax gross-ups, No reload stock options or SARs, Clawback provisions, No liberal share counting or recycling of shares from exercised stock options, SARs, or other stock-based awards, No liberal change in control definition.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a neutral and factual manner. The recommendation to vote for the proposals suggests a positive outlook from management's perspective.

Positives

The 2025 Equity Incentive Plan is designed to attract and retain qualified individuals.
The 2025 Equity Incentive Plan aligns the interests of directors, employees, and stockholders.
The 2025 Equity Incentive Plan includes sound corporate governance features such as no automatic share replenishment, no re-pricing of underwater options without stockholder approval, and clawback provisions.

Negatives

The 2025 Equity Incentive Plan will dilute current shareholders if approved.

Risks

If the 2025 Equity Incentive Plan is not approved, the company may have difficulty attracting and retaining qualified individuals.
The company's executive compensation program is subject to an advisory vote, and a negative vote could lead to changes in the program.

Future Outlook

The Board believes that the 2025 Equity Incentive Plan is in the best interests of the Company and its stockholders and will help to attract and retain qualified individuals.

Management Comments

The Board believes that our executive compensation program as a whole and each individual element of the program attracts, motivates and retains executives necessary to the achievement of our objectives.
We believe the program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executive officers to dedicate themselves fully to value creation for our stockholders.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors beyond listing peer companies for compensation benchmarking.

Comparison to Industry Standards

The document defines its industry sector as a peer group of five truckload carriers with approximately $800 million to approximately $7 billion in revenue.
The companies in our peer group consist of the following: Covenant Logistics Group, Inc., Heartland Express, Inc., Knight-Swift Transportation Holdings Inc., P.A.M. Transportation Services, Inc., Werner Enterprises, Inc.
The chief executive officer pay ratio for the companies in our peer group noted on page 19 averaged 49 times for 2023.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Board Member	Thomas Winkel	N/A	May 6, 2025	Will not seek re-election

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Equity Incentive Plan	Seeking stockholder approval for the Marten Transport, Ltd. 2025 Equity Incentive Plan to replace the 2015 plan.	May 6, 2025	If approved, the 2025 Plan will replace the Marten Transport, Ltd. 2015 Equity Incentive Plan (as amended, the 2015 Plan), and no new awards will be granted under the 2015 Plan.

Related Party Transactions

We purchase tires and obtain related services from Bauer Built, Inc., or BBI. Jerry M. Bauer, one of our directors, is the chairman of the board and chief executive officer of BBI.
We paid Durand Builders Service, Inc. $8,000 in each of 2024 and 2023 and $10,000 in 2022 for building repairs. Larry B. Hagness, one of our directors, is the chief executive officer and the principal stockholder of Durand Builders Service, Inc.

Stakeholder Impact

Approval of the equity incentive plan could positively impact employees by providing them with equity-based compensation.
The election of directors and ratification of the auditor are standard corporate governance matters that impact shareholders.
The advisory vote on executive compensation allows shareholders to express their views on the company's pay practices.

Next Steps

Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
The company will hold its Annual Meeting of Stockholders on May 6, 2025.

Key Dates

Date	Description
1974	Randolph L. Marten has been a full-time employee of ours since 1974.
1976	Jerry M. Bauer has been the Chief Executive Officer of Bauer Built, Inc. since 1976.
1978	Larry B. Hagness served as the President of Durand Builders Service, Inc. from 1978 to 2016.
October 1980	Randolph L. Marten has been a Director since October 1980.
1984	Ronald R. Booth served as an audit partner beginning in 1984.
1985	Larry B. Hagness was an officer and owner of Main Street Graphics, a commercial printing company, from 1985 through 2014.
June 1986	Randolph L. Marten served as our President from June 1986 to June 2008, our Chief Operating Officer from June 1986 to August 1998.
July 1991	Larry B. Hagness has been a Director since July 1991.
1992	Jerry M. Bauer served on the Board of Directors of Security Financial Bank, Durand, Wisconsin from 1992 through 2022.
August 1993	Randolph L. Marten also served as our Chairman of the Board from August 1993 to May 2021.
January 1997	Jerry M. Bauer has been a Director since January 1997.
1998	Kathleen P. Iverson held a variety of positions with CyberOptics beginning in 1998; she was a director from 1998 through 2014.
1999	Jerry M. Bauer served on the Board of Directors of Mason Companies, Inc., Chippewa Falls, Wisconsin from 1999 through 2008.
2000	Robert L. Demorest served as the President, Chief Executive Officer and Chairman of the Board of MOCON, Inc. from 2000 to 2017.
2003	Kathleen P. Iverson served as President, Chief Executive Officer and Chairman of the Board of CyberOptics Corporation from 2003 until her retirement in 2014.
March 2006	The Compensation Committee approved the execution of Change in Control Severance Agreements with each then-current named executive officer.
December 2007	Robert L. Demorest has been a Director since December 2007.
August 2007	Our Board of Directors approved Amended and Restated Change in Control Severance Agreements for Mr. Marten and Mr. Hinnendael.
June 2008	The Board of Directors also approved a Change in Control Severance Agreement containing similar terms with Mr. Kohl effective in June 2008 in connection with his appointment as President.
2008	Jerry M. Bauer served on the Board of Directors of Mason Companies, Inc., Chippewa Falls, Wisconsin from 1999 through 2008.
2008	Speed Commerce Inc. from 2008 until 2014.
December 2008	We made a technical amendment to the Amended and Restated Change in Control Severance Agreements with Mr. Marten and Mr. Hinnendael, and to the Change in Control Severance Agreement with Mr. Kohl.
2009	Mr. Booth also served as treasurer and a director for Habitat for Humanity of Minnesota, a not-for-profit organization, from 2009 through 2015.
February 2010	We entered into an indemnification agreement with each of our then-current directors.
August 2010	We adopted our deferred compensation plan.
March 2011	The Compensation Committee adopted the Executive Officer Performance Incentive Plan.
March 2011	We amended our Change in Control Severance Agreements with our executive officers to provide for no excise tax gross-up.
February 2012	The Compensation Committee recommended, and our Board of Directors approved, an amendment effective January 1, 2012 to the Executive Officer Performance Incentive Plan.
2014	Larry B. Hagness was an officer and owner of Main Street Graphics, a commercial printing company, from 1985 through 2014.
2014	Speed Commerce Inc. from 2008 until 2014.
2014	Ms. Iverson served on the Board of Directors of MOCON, Inc. from 2014 until 2017.
2014	Ms. Iverson retired in 2016 from her position as a part-time Chief Executive Officer of Black Hills IP, a provider of IP, paralegal and trademark services, since 2014.
2014	To prevent speculation or hedging of interests in our equity by our employees, we adopted in 2014 a policy prohibiting employees, officers and directors from engaging in any hedging or monetization transactions with respect to our securities.
December 2015	The Compensation Committee recommended, and our Board of Directors approved and adopted, the Amended and Restated Executive Officer Performance Incentive Plan effective January 1, 2016.
December 2015	Ronald R. Booth has been a Director since December 2015.
2015	Mr. Booth also served as treasurer and a director for Habitat for Humanity of Minnesota, a not-for-profit organization, from 2009 through 2015.
2015	Ms. Iverson served on the Board of Directors of Nortech Systems Incorporated, an electronic manufacturing services company listed on the NASDAQ Capital Market exchange, from 2015 until 2021.
February 2016	We entered into indemnification agreements containing similar terms with Mr. Booth.
August 2017	The Compensation Committee recommended, and our Board of Directors approved and adopted, the Second Amended and Restated Executive Officer Performance Incentive Plan effective January 1, 2017.
2017	Robert L. Demorest served as the President, Chief Executive Officer and Chairman of the Board of MOCON, Inc. from 2000 to 2017.
2017	Ms. Iverson served on the Board of Directors of MOCON, Inc. from 2014 until 2017.
2017	Ms. Jones was Chief Administrative Officer of TCF Financial Corporation from 2017 until 2019.
March 2020	Kathleen P. Iverson has been a Director since March 2020.
March 2020	We entered into indemnification agreements containing similar terms with Ms. Iverson.
May 5, 2020	Our Compensation Committee and Board of Directors approved the termination of our deferred compensation plan.
August 13, 2020	As a result of our three-for-two stock split effected in the form of a 50% stock dividend on August 13, 2020, the number of shares reserved for issuance under all outstanding options and performance unit awards and shares held within our Deferred Compensation Plan were increased by 50%.
May 4, 2021	Our Board approved the appointment of Tim Kohl as our Chief Executive Officer.
May 2021	Mr. Marten has served as Executive Chairman of the Board of Directors since Mr. Kohls appointment as our Chief Executive Officer.
May 2021	In May 2021, in conjunction with the appointment of Tim Kohl as our new Chief Executive Officer, the Board elected Randy Marten as Executive Chairman of the Board.
August 30, 2021	Our Board appointed Doug Petit as our President.
August 2021	We also entered into indemnification agreements containing similar terms with Mr. Petit in connection with his appointments as executive officers in August 2021.
2021	Jerry M. Bauer also serves on the Board of Directors of ABM Equipment, Hopkins, Minnesota since 2021.
2021	Ms. Iverson served on the Board of Directors of Nortech Systems Incorporated, an electronic manufacturing services company listed on the NASDAQ Capital Market exchange, from 2015 until 2021.
2021	Jerry M. Bauer served on the Board of Directors of Spectrum Aeromed, Fargo, North Dakota from 2019 to 2021.
May 5, 2021	The termination was effective May 5, 2021.
May 2022	In May 2022, the Compensation Committee recommended, and our Board of Directors approved, the granting of performance unit awards under our 2015 Equity Incentive Plan to our current named executive officers totaling 60,900 share units.
May 1, 2022	No changes to annual retainers or meeting fees have been made since May 1, 2022.
March 2023	Patricia L. Jones has been a Director since March 2023.
March 2023	We also entered into indemnification agreements containing similar terms with Ms. Jones.
May 2023	In May 2023, the Compensation Committee recommended, and our Board of Directors approved, the granting of performance unit awards under our 2015 Equity Incentive Plan to our current named executive officers and to Mr. Phillips and Mr. Baier, who were subsequently appointed as named executive officers in 2023, totaling 57,044 share units.
August 15, 2023	Our Board appointed Randy Baier as our Executive Vice President and Chief Technology Officer.
August 2023	We also entered into indemnification agreements containing similar terms with Mr. Baier in connection with their appointments as executive officers in August 2023.
October 2, 2023	Effective as of October 2, 2023, we adopted a Clawback Policy to comply with the mandatory recovery of erroneously paid compensation rules of the Nasdaq Stock Market.
December 13, 2023	Our Board appointed Adam Phillips as our Executive Vice President and Chief Operating Officer.
December 2023	We also entered into indemnification agreements containing similar terms with Mr. Phillips in connection with their appointments as executive officers in December 2023.
May 7, 2024	In 2024, each non-employee director received a grant of 3,500 shares of our common stock upon re-election to the Board.
May 7, 2024	At our 2024 Annual Meeting of Stockholders held on May 7, 2024, over 98% of the votes cast by our stockholders were in favor of the say-on-pay vote.
September 9, 2024	Effective September 9, 2024, the Compensation Committee approved the following temporary decreases to base salary of the current named executive officers.
December 31, 2024	As of December 31, 2024, there were no remaining shares reserved for issuance under options or performance unit awards issued within the 2005 Plan.
February 14, 2025	The following table gives information on the beneficial ownership of our common stock as of February 14, 2025, unless otherwise indicated.
February 14, 2025	Board Diversity Matrix (as of February 14, 2025)
February 14, 2025	As of February 14, 2025, 1,168,653 shares of our common stock remained available for issuance under the 2015 Plan.
February 14, 2025	As of February 14, 2025, we had 81,463,938 shares of common stock issued and outstanding.
February 14, 2025	The market value of one share of common stock on February 14, 2025, as determined by reference to the closing price as reported on the Nasdaq Stock Market, was $15.36.
February 14, 2025	As of February 14, 2025, 3,809 employees, 7 non-employee directors and no consultants would have been eligible to participate in the 2025 Plan had it been approved by our stockholders at such time.
March 7, 2025	Only stockholders of record as shown on the books of the Company at the close of business on March 7, 2025, will be entitled to vote at the Annual Meeting or any adjournment thereof.
March 7, 2025	On March 7, 2025, we had 81,464,511 shares of common stock outstanding.
March 17, 2025	We expect to mail this Proxy Statement, the proxy card and Notice of Meeting to stockholders on or about March 17, 2025.
March 11, 2025	On March 11, 2025, the Board, upon recommendation of the Compensation Committee, approved, subject to approval by our stockholders, the Marten Transport, Ltd. 2025 Equity Incentive Plan.
May 6, 2025	The meeting will be held on May 6, 2025, at 2:00 p.m. local time at the Roger Marten Community Center, 120 South Franklin Street, Mondovi, Wisconsin.
May 12, 2025	Our 2015 Equity Incentive Plan terminates on May 12, 2025 which will prevent us from issuing additional equity awards.
May 6, 2035	Unless sooner terminated by the Board, the 2025 Plan will terminate at 11:59 p.m. on May 6, 2035.
November 17, 2025	Stockholders who wish to present proposals for inclusion in our proxy materials for the next Annual Meeting of Stockholders must ensure that such proposals are received by us at our principal executive offices no later than the close of business on November 17, 2025.
January 6, 2026	Stockholder proposals and nominations may not be brought before the 2026 Annual Meeting unless the stockholders submission is received by us no earlier than 5:00 p.m., Central Time, on January 6, 2026.
February 5, 2026	Stockholder proposals and nominations may not be brought before the 2026 Annual Meeting unless the stockholders submission is received by us no later than 5:00 p.m., Central Time, on February 5, 2026.
March 7, 2026	Stockholders who intend to solicit proxies in support of director nominees other than our nominees at the 2026 Annual Meeting must also comply with the additional requirements under Rule 14a-19 promulgated under the Exchange Act, as required by and in addition to our Amended and Restated Bylaws, including providing notice by no later than March 7, 2026.

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