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Companies Heartland Express Inc

Heartland Express (HTLD): executive pay, fiscal 2025

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CEO total pay$1,070,362CEO Michael Gerdin · source
Say-on-pay support99.31%Latest vote · source
CEO vs. named peers1st pct.Of 6 peer CEOs

CEO pay, last three years

  • $1,012,483FY2023
  • $1,070,507FY2024
  • $1,070,362FY2025

CEO total pay was $1,070,362 in fiscal 2025, down from $1,070,507 in fiscal 2024.

FY2025: salary $1,050,000 · bonus $0 · stock awards $0 · option awards $0

Executives and directors

Frequently asked questions

Who was the highest-paid executive at Heartland Express Inc in fiscal 2025?
As disclosed, Michael Gerdin (Chief Executive Officer, Chairman, President and Director) was the highest-paid executive at Heartland Express Inc in fiscal 2025, with total compensation of $1,070,362.
How does Heartland Express Inc's chief executive pay compare to its disclosed peer group?
As disclosed, Michael Gerdin's total compensation ranked at the 1st percentile of Heartland Express Inc's disclosed peer group.
How did shareholders vote on Heartland Express Inc's executive compensation?
As disclosed, 99.31% of shareholders supported Heartland Express Inc's executive compensation in the latest say-on-pay vote.
How much does Heartland Express Inc spend in total on board compensation for fiscal 2025?
As disclosed, Heartland Express Inc reported total board compensation of $326,426 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Michael Gerdin$1,050,000$0$0$0$0$0$20,362$1,070,362
Chief Executive Officer, Chairman, President and Director
Christopher Strain364,000010,96000017,433392,393
Vice President of Finance, Treasurer, and Chief Financial Officer
Kent Rigdon327,600010,9600006,552345,112
Chief Operating Officer
Joshua Helmich286,000010,96000014,416311,376
Chief Administrative Officer and Secretary
David Millis190,424099,9960004,420294,840
Director and Millis Transfer President

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Michael Gerdin$1,070,362$1,070,507$1,012,483↓ −145
Christopher Strain392,393372,899331,160↑ +19,494
Kent Rigdon345,112343,332334,440↑ +1,780
Joshua Helmich311,376298,769—↑ +12,607
David Millis294,840295,652328,485↓ −812

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

Heartland Express adheres to a conservative compensation philosophy that relies primarily on base salaries to provide stability and focus on business objectives, while using discretionary equity-based incentives to align management with long-term stockholder value creation and discourage short-term risk-taking.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Mr. David P. MillisRSU2025-10-22——11,947—$99,996
Joshua HelmichRSU2025-01-01——1,000—10,960
Kent RigdonRSU2025-01-01——1,000—10,960
Christopher StrainRSU2025-01-01——1,000—10,960

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Mr. David P. Millis$99,996$0$00.0%
Joshua Helmich10,960000.0%
Kent Rigdon10,960000.0%
Christopher Strain10,960000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Christopher StrainRSU1,000—$9,380
Kent RigdonRSU1,000—9,380
Joshua HelmichRSU1,000—9,380
MillisRSU11,947—99,996
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Mr. James G. PrattIndependent$78,500$0———$78,500
Dr. Benjamin J. AllenIndependent · Audit · Compensation (Chair) · Not standing for re-election73,0000———73,000
Ms. Brenda S. NevilleIndependent68,5000———68,500
Dr. Brenda M. LantzIndependent62,2500———62,250
Ms. Amanda M. HupfeldIndependent44,176————44,176
Mr. David P. MillisEmployee director—————0
Mr. Michael J. GerdinEmployee director · Board Chair—————0
Mr. David P. SpaldingIndependent · Newly elected——————

Board fee structure and ownership guideline

Annual cash retainer$45,000
Annual equity retainer—
Per board meeting fee$1,500
Committee chair fees (audit / comp / nom-gov)12,500 / 7,000 / 7,000
Stock ownership guideline$3

Total cost of the board

ComponentFY2025
Cash retainers and fees$326,426
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$326,426

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Heartland Express as a peer

Companies that benchmark against HTLD

5 companies name HTLD as a compensation peer

Each company listed discloses HTLD in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named HTLD in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Peer reciprocity

The companies Heartland Express Inc names as compensation peers that name it back in their own disclosed peer groups.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Schneider National, Inc.2025Mark Rourke$1,000,000$5,704,174$0$569,120$7,380,101
2Werner Enterprises, Inc.2025Derek Leathers974,0774,200,0000745,1066,048,549
3Knight-Swift Transportation Holdings Inc.2025Adam Miller950,0003,242,667—803,1305,011,329
4Pamt Corp.2025Lance Stewart440,5901,537,000002,127,590
5Covenant Logistics Group, Inc.2025David Parker753,02100100,0001,794,678
6Marten Transport, Ltd.2025Randolph Marten801,483342,998001,154,303
7Heartland Express Inc2025Michael Gerdin1,050,0000001,070,362

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Heartland Express Incnot disclosedRestricted Stock 100not disclosednot disclosed
Covenant Logistics Group, Inc.not disclosedRSU 50 · PRSU 50not disclosedPearl Meyer
Knight-Swift Transportation Holdings Inc.not disclosedPRSU 60 · RSU 40not disclosedPearl Meyer
Marten Transport, Ltd.not disclosednot disclosednot disclosedGrant Thornton LLP
Pamt Corp.not disclosedRSU 100not disclosednot disclosed
Schneider National, Inc.not disclosedPSU 50 · RSU 50Yes — RELATIVE TOTAL SHAREHOLDER RETURN (rTSR)Frederic W. Cook & Co, Inc.
Werner Enterprises, Inc.not disclosednot disclosednot disclosedFrederic W. Cook & Co.

Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-1465,269,917455,54748,29799.31%Passed
20252025-05-0867,340,3681,797,60026,99997.4%Passed
20242024-05-0966,884,2187,702,49724,99989.67%Passed
20232023-05-1173,167,067379,29722,39199.48%Passed
20222022-05-1271,878,1181,799,16227,06397.56%Passed
20212021-05-1373,348,624479,0908,15499.35%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20262026-05-1499.31%a
20252025-05-0897.4%b
20242024-05-0989.67%c

a. Approved under the standard stated in the filing — “In tabulating this vote, abstentions will be disregarded and have no effect on the outcome of the vote.”.

b. Approved under the standard stated in the filing — “In tabulating this vote, abstentions will be disregarded and have no effect on the outcome of the vote.”.

c. Approved under the standard stated in the filing — “In tabulating this vote, abstentions will be disregarded and have no effect on the outcome of the vote.”.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (32 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Michael Gerdin. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · page 22. As printed: 1,070,362. View filing ↗
  • Section 01, Christopher Strain. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 392,393. View filing ↗
  • Section 01, Kent Rigdon. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 345,112. View filing ↗
  • Section 01, Joshua Helmich. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 311,376. View filing ↗
  • Section 01, David Millis. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 294,840. View filing ↗
  • Section 03, Mr. David P. Millis RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Joshua Helmich RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Kent Rigdon RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Christopher Strain RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 08, Mr. James G. Pratt. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 78,500. View filing ↗
  • Section 08, Dr. Benjamin J. Allen. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 73,000. View filing ↗
  • Section 08, Ms. Brenda S. Neville. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 68,500. View filing ↗
  • Section 08, Dr. Brenda M. Lantz. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 62,250. View filing ↗
  • Section 08, Ms. Amanda M. Hupfeld. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 44,176. View filing ↗
  • Section 08, Mr. David P. Millis. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Mr. Michael J. Gerdin. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 08, Mr. David P. Spalding. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: —. View filing ↗
  • Section 06, 2026 vote. Form 8-K, filed 2026-05-15. Item 5.07 · say-on-pay result. As reported: 99.31% (votes for as printed: 65,269,917). View filing ↗
  • Section 06, 2025 vote. Form 8-K, filed 2025-05-09. Item 5.07 · say-on-pay result. As reported: 97.4% (votes for as printed: 67,340,368). View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-05-14. Item 5.07 · say-on-pay result. As reported: 89.67% (votes for as printed: 66,884,218). View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
  • Section 09b board cost (computed). Computed. Cash 326,426 + equity 0 + all other 0 = 326,426, summed across the director compensation table rows.
  • Schneider National, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-17. CEO total compensation as printed in Schneider National, Inc.'s own proxy. As printed: 7,380,101. View filing ↗
  • Werner Enterprises, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-31. CEO total compensation as printed in Werner Enterprises, Inc.'s own proxy. As printed: 6,048,549. View filing ↗
  • Knight-Swift Transportation Holdings Inc., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Knight-Swift Transportation Holdings Inc.'s own proxy. As printed: 5,011,329. View filing ↗
  • Pamt Corp., Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in Pamt Corp.'s own proxy. As printed: 2,127,590. View filing ↗
  • Covenant Logistics Group, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in Covenant Logistics Group, Inc.'s own proxy. As printed: 1,794,678. View filing ↗
  • Marten Transport, Ltd., Section 10b CEO total. DEF 14A, filed 2026-03-17. CEO total compensation as printed in Marten Transport, Ltd.'s own proxy. As printed: 1,154,303. View filing ↗
  • Heartland Express Inc (subject), Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Heartland Express Inc's own proxy. As printed: 1,070,362. View filing ↗
  • Section 10a, Marten Transport, Ltd. reciprocity. DEF 14A. Marten Transport, Ltd. names Heartland Express Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Schneider National, Inc. reciprocity. DEF 14A. Schneider National, Inc. names Heartland Express Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
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