Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Michael Gerdin | $1,050,000 | $0 | $0 | $0 | $0 | $0 | $20,362 | $1,070,362 |
| Chief Executive Officer, Chairman, President and Director | ||||||||
| Christopher Strain | 364,000 | 0 | 10,960 | 0 | 0 | 0 | 17,433 | 392,393 |
| Vice President of Finance, Treasurer, and Chief Financial Officer | ||||||||
| Kent Rigdon | 327,600 | 0 | 10,960 | 0 | 0 | 0 | 6,552 | 345,112 |
| Chief Operating Officer | ||||||||
| Joshua Helmich | 286,000 | 0 | 10,960 | 0 | 0 | 0 | 14,416 | 311,376 |
| Chief Administrative Officer and Secretary | ||||||||
| David Millis | 190,424 | 0 | 99,996 | 0 | 0 | 0 | 4,420 | 294,840 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Michael Gerdin | $1,070,362 | $1,070,507 | $1,012,483 | −145 |
| Christopher Strain | 392,393 | 372,899 | 331,160 | +19,494 |
| Kent Rigdon | 345,112 | 343,332 | 334,440 | +1,780 |
| Joshua Helmich | 311,376 | 298,769 | — | +12,607 |
| David Millis | 294,840 | 295,652 | 328,485 | −812 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Joshua Helmich | RSU | 2025-01-01 | — | — | 1,000 | — | $10,960 |
| Mr. David P. Millis | RSU | 2025-10-22 | — | — | 11,947 | — | 99,996 |
| Kent Rigdon | RSU | 2025-01-01 | — | — | 1,000 | — | 10,960 |
| Christopher Strain | RSU | 2025-01-01 | — | — | 1,000 | — | 10,960 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Joshua Helmich | $10,960 | $0 | $0 | 0.0% |
| Mr. David P. Millis | 99,996 | 0 | 0 | 0.0% |
| Kent Rigdon | 10,960 | 0 | 0 | 0.0% |
| Christopher Strain | 10,960 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Millis | RSU | 11,947 | — | $99,996 |
| Christopher Strain | RSU | 1,000 | — | 9,380 |
| Kent Rigdon | RSU | 1,000 | — | 9,380 |
| Joshua Helmich | RSU | 1,000 | — | 9,380 |
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 policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-14 | 65,269,917 | 455,547 | 48,297 | 99.31% | Passed |
| 2025 | 2025-05-08 | 67,340,368 | 1,797,600 | 26,999 | 97.4% | Passed |
| 2024 | 2024-05-09 | 66,884,218 | 7,702,497 | 24,999 | 89.67% | Passed |
| 2023 | 2023-05-11 | 73,167,067 | 379,297 | 22,391 | 99.48% | Passed |
| 2022 | 2022-05-12 | 71,878,118 | 1,799,162 | 27,063 | 97.56% | Passed |
| 2021 | 2021-05-13 | 73,348,624 | 479,090 | 8,154 | 99.35% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-14 | 99.31%a |
| 2025 | 2025-05-08 | 97.4%b |
| 2024 | 2024-05-09 | 89.67%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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Mr. James G. PrattIndependent | $78,500 | $0 | — | — | — | $78,500 |
| Dr. Benjamin J. AllenIndependent · Audit · Compensation (Chair) · Not standing for re-election | 73,000 | 0 | — | — | — | 73,000 |
| Ms. Brenda S. NevilleIndependent | 68,500 | 0 | — | — | — | 68,500 |
| Dr. Brenda M. LantzIndependent | 62,250 | 0 | — | — | — | 62,250 |
| Ms. Amanda M. HupfeldIndependent | 44,176 | — | — | — | — | 44,176 |
| Mr. David P. MillisEmployee director | — | — | — | — | — | 0 |
| Mr. Michael J. GerdinEmployee director · Board Chair | — | — | — | — | — | 0 |
| Mr. David P. SpaldingIndependent · Newly elected | — | — | — | — | — | — |
| 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 |
| Component | FY2025 |
|---|---|
| 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.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Heartland Express names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Heartland Express.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Schneider National, Inc. | 2025 | Mark Rourke | $1,000,000 | $5,704,174 | $0 | $569,120 | $7,380,101 |
| 2 | Werner Enterprises, Inc. | 2025 | Derek Leathers | 974,077 | 4,200,000 | 0 | 745,106 | 6,048,549 |
| 3 | Knight-Swift Transportation Holdings Inc. | 2025 | Adam Miller | 950,000 | 3,242,667 | — | 803,130 | 5,011,329 |
| 4 | PAMT Corp. | 2025 | Lance Stewart | 440,590 | 1,537,000 | 0 | 0 | 2,127,590 |
| 5 | Heartland Express | 2025 | Michael Gerdin | 1,050,000 | 0 | 0 | 0 | 1,070,362 |
| — | Marten Transport, Ltd. | — | — | — | — | — | — | not in coverage universe |
| — | Covenant Logistics Group, Inc. | — | — | — | — | — | — | not in coverage universe |
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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Heartland Express | not disclosed | Restricted Stock 100 | not disclosed | not disclosed |
| Covenant Logistics Group, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Knight-Swift Transportation Holdings Inc. | not disclosed | PRSU 60 · RSU 40 | not disclosed | Pearl Meyer |
| Marten Transport, Ltd. | not disclosed | not disclosed | not disclosed | not disclosed |
| PAMT Corp. | not disclosed | RSU 100 | not disclosed | not disclosed |
| Schneider National, Inc. | not disclosed | PSU 60 · RSU 40 | not disclosed | Frederic W. Cook & Co, Inc. |
| Werner Enterprises, Inc. | not disclosed | Restricted Stock 50 · Performance Stock 50 | not disclosed | Frederic 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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Michael Gerdin | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Executive Compensation”. As printed: 1,070,362. Filing ↗machine: r2 · c18 · span 336103–336112 |
| 2 | Section 01, Christopher Strain | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Executive Compensation”. As printed: 392,393. Filing ↗machine: r5 · c18 · span 341981–341988 |
| 3 | Section 01, Kent Rigdon | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Executive Compensation”. As printed: 345,112. Filing ↗machine: r8 · c18 · span 347461–347468 |
| 4 | Section 01, Joshua Helmich | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Executive Compensation”. As printed: 311,376. Filing ↗machine: r14 · c18 · span 359436–359443 |
| 5 | Section 01, David Millis | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Executive Compensation”. As printed: 294,840. Filing ↗machine: r11 · c18 · span 353294–353301 |
| 6 | Section 03, Joshua Helmich RSU | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 377307–377313 |
| 7 | Section 03, Mr. David P. Millis RSU | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 375551–375557 |
| 8 | Section 03, Kent Rigdon RSU | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 374014–374020 |
| 9 | Section 03, Christopher Strain RSU | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 372377–372383 |
| 10 | Section 08, Mr. James G. Pratt | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Director Compensation”. As printed: 78,500. Filing ↗machine: span 409054–409060 |
| 11 | Section 08, Dr. Benjamin J. Allen | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Director Compensation”. As printed: 73,000. Filing ↗machine: span 408450–408456 |
| 12 | Section 08, Ms. Brenda S. Neville | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Director Compensation”. As printed: 68,500. Filing ↗machine: span 410278–410284 |
| 13 | Section 08, Dr. Brenda M. Lantz | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Director Compensation”. As printed: 62,250. Filing ↗machine: span 411500–411506 |
| 14 | Section 08, Ms. Amanda M. Hupfeld | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Director Compensation”. As printed: 44,176. Filing ↗machine: span 412809–412815 |
| 15 | Section 08, Mr. David P. Millis | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 08, Mr. Michael J. Gerdin | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 08, Mr. David P. Spalding | DEF 14A | 2026-04-02 | 0000799233-26-000017 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 18 | Section 06, 2026 vote | Form 8-K | 2026-05-15 | 0000799233-26-000031 | Item 5.07 · say-on-pay result. As reported: 99.31% (votes for as printed: 65,269,917). Filing ↗ |
| 19 | Section 06, 2025 vote | Form 8-K | 2025-05-09 | 0000799233-25-000033 | Item 5.07 · say-on-pay result. As reported: 97.4% (votes for as printed: 67,340,368). Filing ↗ |
| 20 | Section 06, 2024 vote | Form 8-K | 2024-05-14 | 0000799233-24-000022 | Item 5.07 · say-on-pay result. As reported: 89.67% (votes for as printed: 66,884,218). Filing ↗ |
| 21 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 22 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 23 | Section 09b board cost (computed) | Computed | — | computed | Cash 326,426 + equity 0 + all other 0 = 326,426, summed across the director compensation table rows.machine: formula: Σ = 326,426 |
| 24 | Schneider National, Inc., Section 10b CEO total | DEF 14A | 2026-03-17 | 0001104659-26-029426 | CEO total compensation as printed in Schneider National, Inc.'s own proxy. As printed: 7,380,101. Filing ↗machine: r1 · c42 · span 1012102–1012111 |
| 25 | Werner Enterprises, Inc., Section 10b CEO total | DEF 14A | 2026-03-31 | 0000793074-26-000083 | CEO total compensation as printed in Werner Enterprises, Inc.'s own proxy. As printed: 6,048,549. Filing ↗machine: r3 · c24 · span 647131–647140 |
| 26 | Knight-Swift Transportation Holdings Inc., Section 10b CEO total | DEF 14A | 2026-04-02 | 0001492691-26-000025 | CEO total compensation as printed in Knight-Swift Transportation Holdings Inc.'s own proxy. As printed: 5,011,329. Filing ↗ |
| 27 | PAMT Corp., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001437749-26-010077 | CEO total compensation as printed in PAMT Corp.'s own proxy. As printed: 2,127,590. Filing ↗machine: r3 · c28 · span 267607–267616 |
| 28 | Heartland Express (subject), Section 10b CEO total | DEF 14A | 2026-04-02 | 0000799233-26-000017 | CEO total compensation as printed in Heartland Express's own proxy. As printed: 1,070,362. Filing ↗machine: r2 · c18 · span 336103–336112 |
| 29 | Section 10a, Knight-Swift Transportation Holdings Inc. reciprocity | DEF 14A | — | 0001492691-26-000025 | Knight-Swift Transportation Holdings Inc.'s most recent proxy was read; its disclosed peer group does not include Heartland Express. Filing ↗ |
| 30 | Section 10a, Werner Enterprises, Inc. reciprocity | DEF 14A | — | 0000793074-26-000083 | Werner Enterprises, Inc.'s most recent proxy was read; its disclosed peer group does not include Heartland Express. Filing ↗ |
| 31 | Section 10a, Schneider National, Inc. reciprocity | DEF 14A | — | 0001104659-25-024115 | Schneider National, Inc.'s most recent proxy was read; its disclosed peer group does not include Heartland Express. Filing ↗ |