Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-15

Heartland Express (HTLD)

CEO Michael Gerdin was paid $1,070,362 in fiscal year 2025, ↑ up 0.0% from fiscal year 2024, the 1st percentile of its disclosed peer group (SEC filing 0000799233-26-000017 ↗): 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.

$1,070,362 ↑
Michael Gerdin total, FY2025
1st
CEO pay percentile vs peers
—
CEO-to-median pay ratio
99.31%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Michael Gerdin (Chief Executive Officer, Chairman, President and Director), FY2025 total compensation $1,070,362 (base salary $1,050,000) [exec_comp, SEC accession 0000799233-26-000017, filed 2026-04-02]

Answered within 24 hours, every figure cited to its SEC filing. If our database cannot answer your question, you are refunded automatically.

HTLD's next annual pay disclosure, estimated April 2, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

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.

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Companies that benchmark against HTLD
4 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.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Dr. Benjamin J. AllenIndependent Director$73,000
Dr. Brenda M. LantzIndependent Director$62,250
Mr. James G. PrattIndependent Director$78,500
Ms. Brenda S. NevilleIndependent Director$68,500
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

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
03b

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.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
MillisRSU11,947—$99,996
Christopher StrainRSU1,000—9,380
Kent RigdonRSU1,000—9,380
Joshua HelmichRSU1,000—9,380
05

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
06

Say-on-pay — recent advisory votes

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.

08

Director compensation — fiscal year 2025

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——————
09

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
09b

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.

10

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.

10a

Peer reciprocity

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.

10b

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 Express2025Michael 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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Heartland Expressnot 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.

10d

Frequently asked questions

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

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Michael GerdinDEF 14A2026-04-020000799233-26-000017Section “Executive Compensation”. As printed: 1,070,362. Filing ↗machine: r2 · c18 · span 336103–336112
2Section 01, Christopher StrainDEF 14A2026-04-020000799233-26-000017Section “Executive Compensation”. As printed: 392,393. Filing ↗machine: r5 · c18 · span 341981–341988
3Section 01, Kent RigdonDEF 14A2026-04-020000799233-26-000017Section “Executive Compensation”. As printed: 345,112. Filing ↗machine: r8 · c18 · span 347461–347468
4Section 01, Joshua HelmichDEF 14A2026-04-020000799233-26-000017Section “Executive Compensation”. As printed: 311,376. Filing ↗machine: r14 · c18 · span 359436–359443
5Section 01, David MillisDEF 14A2026-04-020000799233-26-000017Section “Executive Compensation”. As printed: 294,840. Filing ↗machine: r11 · c18 · span 353294–353301
6Section 03, Mr. David P. Millis RSUDEF 14A2026-04-020000799233-26-000017Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 375551–375557
7Section 03, Joshua Helmich RSUDEF 14A2026-04-020000799233-26-000017Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 377307–377313
8Section 03, Kent Rigdon RSUDEF 14A2026-04-020000799233-26-000017Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 374014–374020
9Section 03, Christopher Strain RSUDEF 14A2026-04-020000799233-26-000017Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 372377–372383
10Section 08, Mr. James G. PrattDEF 14A2026-04-020000799233-26-000017Section “Director Compensation”. As printed: 78,500. Filing ↗machine: span 409559–409684
11Section 08, Dr. Benjamin J. AllenDEF 14A2026-04-020000799233-26-000017Section “Director Compensation”. As printed: 73,000. Filing ↗machine: span 408338–408463
12Section 08, Ms. Brenda S. NevilleDEF 14A2026-04-020000799233-26-000017Section “Director Compensation”. As printed: 68,500. Filing ↗machine: span 410783–410908
13Section 08, Dr. Brenda M. LantzDEF 14A2026-04-020000799233-26-000017Section “Director Compensation”. As printed: 62,250. Filing ↗machine: span 412005–412130
14Section 08, Ms. Amanda M. HupfeldDEF 14A2026-04-020000799233-26-000017Section “Director Compensation”. As printed: 44,176. Filing ↗machine: span 413378–413503
15Section 08, Mr. David P. MillisDEF 14A2026-04-020000799233-26-000017Section “Director Compensation”. As printed: 0. Filing ↗
16Section 08, Mr. Michael J. GerdinDEF 14A2026-04-020000799233-26-000017Section “Director Compensation”. As printed: 0. Filing ↗
17Section 08, Mr. David P. SpaldingDEF 14A2026-04-020000799233-26-000017Section “Director Compensation”. As printed: —. Filing ↗
18Section 06, 2026 voteForm 8-K2026-05-150000799233-26-000031Item 5.07 · say-on-pay result. As reported: 99.31% (votes for as printed: 65,269,917). Filing ↗
19Section 06, 2025 voteForm 8-K2025-05-090000799233-25-000033Item 5.07 · say-on-pay result. As reported: 97.4% (votes for as printed: 67,340,368). Filing ↗
20Section 06, 2024 voteForm 8-K2024-05-140000799233-24-000022Item 5.07 · say-on-pay result. As reported: 89.67% (votes for as printed: 66,884,218). Filing ↗
21Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
22Section 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).machine: formula: sums + PSU ratio
23Section 09b board cost (computed)Computed——Cash 326,426 + equity 0 + all other 0 = 326,426, summed across the director compensation table rows.machine: formula: Σ = 326,426
24Schneider National, Inc., Section 10b CEO totalDEF 14A2026-03-170001104659-26-029426CEO total compensation as printed in Schneider National, Inc.'s own proxy. As printed: 7,380,101. Filing ↗machine: r1 · c42 · span 1012102–1012111
25Werner Enterprises, Inc., Section 10b CEO totalDEF 14A2026-03-310000793074-26-000083CEO total compensation as printed in Werner Enterprises, Inc.'s own proxy. As printed: 6,048,549. Filing ↗machine: r3 · c24 · span 647131–647140
26Knight-Swift Transportation Holdings Inc., Section 10b CEO totalDEF 14A2026-04-020001492691-26-000025CEO total compensation as printed in Knight-Swift Transportation Holdings Inc.'s own proxy. As printed: 5,011,329. Filing ↗
27PAMT Corp., Section 10b CEO totalDEF 14A2026-03-270001437749-26-010077CEO total compensation as printed in PAMT Corp.'s own proxy. As printed: 2,127,590. Filing ↗machine: r3 · c28 · span 267607–267616
28Covenant Logistics Group, Inc., Section 10b CEO totalDEF 14A2026-04-100001437749-26-011971CEO total compensation as printed in Covenant Logistics Group, Inc.'s own proxy. As printed: 1,794,678. Filing ↗machine: r1 · c18 · span 617728–617737
29Marten Transport, Ltd., Section 10b CEO totalDEF 14A2026-03-170001437749-26-008503CEO total compensation as printed in Marten Transport, Ltd.'s own proxy. As printed: 1,154,303. Filing ↗machine: span 368330–368339
30Heartland Express (subject), Section 10b CEO totalDEF 14A2026-04-020000799233-26-000017CEO total compensation as printed in Heartland Express's own proxy. As printed: 1,070,362. Filing ↗machine: r2 · c18 · span 336103–336112
31Section 10a, Werner Enterprises, Inc. reciprocityDEF 14A—0000793074-26-000083Werner Enterprises, Inc.'s most recent proxy was read; its disclosed peer group does not include Heartland Express. Filing ↗
32Section 10a, Marten Transport, Ltd. reciprocityDEF 14A—0001437749-26-008503Marten Transport, Ltd. names Heartland Express in its own disclosed peer group (read from its most recent proxy). Filing ↗
33Section 10a, Schneider National, Inc. reciprocityDEF 14A—0001104659-26-029426Schneider National, Inc. names Heartland Express in its own disclosed peer group (read from its most recent proxy). Filing ↗
34Section 10a, Covenant Logistics Group, Inc. reciprocityDEF 14A—0001437749-26-011971Covenant Logistics Group, Inc.'s most recent proxy was read; its disclosed peer group does not include Heartland Express. Filing ↗
35Section 10a, Knight-Swift Transportation Holdings Inc. reciprocityDEF 14A—0001492691-26-000025Knight-Swift Transportation Holdings Inc.'s most recent proxy was read; its disclosed peer group does not include Heartland Express. Filing ↗