Companies Marten Transport Ltd
Marten Transport (MLNX): executive pay, fiscal 2025
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CEO pay, last three years
- $1,179,648FY2023
- $1,098,903FY2024
- $1,154,303FY2025
CEO total pay was $1,154,303 in fiscal 2025 (Randolph Marten), up from $1,098,903 in fiscal 2024 (Timothy Kohl, the CEO that year).
FY2025: salary $801,483 · bonus $0 · stock awards $342,998 · option awards $0
Frequently asked questions
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 officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Timothy Kohl | $553,863 | $0 | $314,902 | $0 | $0 | $0 | $629,204 | $1,497,969 |
| Former Chief Executive Officer | ||||||||
| Randolph Marten | 801,483 | 0 | 342,998 | 0 | 0 | 0 | 9,822 | 1,154,303 |
| Chairman and Chief Executive Officer | ||||||||
| James Hinnendael | 431,450 | 0 | 172,762 | 0 | 0 | 0 | 11,006 | 615,218 |
| Executive Vice President and Chief Financial Officer | ||||||||
| Douglas Petit | 392,903 | 0 | 168,143 | 0 | 0 | 0 | 9,498 | 570,544 |
| President | ||||||||
| Adam Phillips | 305,827 | 0 | 129,984 | 0 | 0 | 0 | 5,395 | 441,206 |
| Executive Vice President and Chief Operating Officer | ||||||||
| Randall Baier | 295,962 | 0 | 125,796 | 0 | 0 | 0 | 6,778 | 428,536 |
| Executive Vice President and Chief Technology Officer | ||||||||
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 officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Timothy Kohl | $1,497,969 | $1,098,903 | $1,083,236 | ↑ +399,066 |
| Randolph Marten | 1,154,303 | 1,197,381 | 1,179,648 | ↓ −43,078 |
| James Hinnendael | 615,218 | 607,418 | 597,664 | ↑ +7,800 |
| Douglas Petit | 570,544 | 590,753 | 581,830 | ↓ −20,209 |
| Adam Phillips | 441,206 | 457,419 | 381,877 | ↓ −16,213 |
| Randall Baier | 428,536 | 443,885 | 355,600 | ↓ −15,349 |
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
The company favors a significant component of variable compensation tied to actual results and company performance over fixed compensation, utilizing long-term, equity-based incentive compensation (primarily performance awards and stock options) to align executive interests with stockholders and maximize long-term value.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Grant Thornton LLP |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Randall Baier | PSU | 2025-05-06 | — | — | — | 9,913 | $125,796 |
| James Hinnendael | PSU | 2025-05-06 | — | — | — | 13,614 | 172,762 |
| Timothy Kohl | PSU | 2025-05-06 | — | — | — | — | 314,902 |
| Randolph Marten | PSU | 2025-05-06 | — | — | — | 27,029 | 342,998 |
| Douglas Petit | PSU | 2025-05-06 | — | — | — | 13,250 | 168,143 |
| Adam Phillips | PSU | 2025-05-06 | — | — | — | 10,243 | 129,984 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Randall Baier | $0 | $125,796 | $0 | 100.0% |
| James Hinnendael | 0 | 172,762 | 0 | 100.0% |
| Timothy Kohl | 0 | 314,902 | 0 | 100.0% |
| Randolph Marten | 0 | 342,998 | 0 | 100.0% |
| Douglas Petit | 0 | 168,143 | 0 | 100.0% |
| Adam Phillips | 0 | 129,984 | 0 | 100.0% |
% 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
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Adam Phillips | Option | 600 | 16.93 | — |
| Randall Baier | Option | 600 | 16.93 | — |
| Douglas Petit | Option | 600 | 17.36 | — |
| Adam Phillips | Option | 600 | 17.36 | — |
| Randall Baier | Option | 600 | 17.36 | — |
| Randall Baier | PSU | 17,919 | — | 203,918 |
| Adam Phillips | PSU | 18,415 | — | 209,563 |
| Douglas Petit | PSU | 29,080 | — | 330,930 |
| James Hinnendael | PSU | 29,881 | — | 340,046 |
| Randolph Marten | PSU | 59,325 | — | 675,119 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Ronald R. BoothIndependent · Audit (Chair) · Nominating/Corporate Governance | $77,250 | $57,105 | — | — | — | $134,355 |
| Robert L. DemorestIndependent · Lead Independent Director · Audit · Nominating/Corporate Governance | 75,582 | 57,105 | — | — | — | 132,687 |
| Kathleen P. IversonIndependent · Audit · Compensation (Chair) | 72,250 | 57,105 | — | — | — | 129,355 |
| Patricia L. JonesIndependent · Compensation · Nominating/Corporate Governance (Chair) | 66,664 | 57,105 | — | — | — | 123,769 |
| Jerry M. BauerIndependent · Compensation · Nominating/Corporate Governance | 60,000 | 57,105 | — | — | — | 117,105 |
| Larry B. HagnessIndependent · Compensation · Nominating/Corporate Governance | 60,000 | 57,105 | — | — | — | 117,105 |
| Thomas J. WinkelIndependent · Not standing for re-election · Departed during FY | 29,218 | 0 | — | — | — | 29,218 |
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) | 15,000 / 10,000 / 10,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $440,964 |
| Equity awards (grant-date value) | $342,630 |
| All other compensation | $0 |
| Total cost of the board | $783,594 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Marten Transport as a peer
Companies that benchmark against MLNX
No companies currently name MLNX as a compensation peer in their most recent disclosure.
This is the complete answer, not a partial one — the list is never padded.
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.
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.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Werner Enterprises, Inc. | 2025 | Derek Leathers | $974,077 | $4,200,000 | $0 | $745,106 | $6,048,549 |
| 2 | Knight-Swift Transportation Holdings Inc. | 2025 | Adam Miller | 950,000 | 3,242,667 | — | 803,130 | 5,011,329 |
| 3 | Covenant Logistics Group, Inc. | 2025 | David Parker | 753,021 | 0 | 0 | 100,000 | 1,794,678 |
| 4 | Marten Transport Ltd | 2025 | Randolph Marten | 801,483 | 342,998 | 0 | 0 | 1,154,303 |
| 5 | Heartland Express, Inc. | 2025 | Michael Gerdin | 1,050,000 | 0 | 0 | 0 | 1,070,362 |
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
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Marten Transport Ltd | not disclosed | not disclosed | not disclosed | Grant Thornton LLP |
| Covenant Logistics Group, Inc. | not disclosed | RSU 50 · PRSU 50 | not disclosed | Pearl Meyer |
| Heartland Express, Inc. | not disclosed | Restricted Stock 100 | not disclosed | not disclosed |
| Knight-Swift Transportation Holdings Inc. | not disclosed | PRSU 60 · RSU 40 | not disclosed | Pearl Meyer |
| Werner Enterprises, Inc. | not disclosed | not disclosed | 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.
Say-on-pay history and pay ratio
No say-on-pay vote is on file for this company.
CEO pay ratio
| Ratio (CEO : median employee) | 15 : 1 |
|---|---|
| CEO total compensation | $1,154,303 |
| Median employee compensation | $75,053 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (28 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, Timothy Kohl. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · page 26. As printed: 1,497,969. View filing ↗
- Section 01, Randolph Marten. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · page 26. As printed: 1,154,303. View filing ↗
- Section 01, James Hinnendael. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · page 26. As printed: 615,218. View filing ↗
- Section 01, Douglas Petit. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · page 26. As printed: 570,544. View filing ↗
- Section 01, Adam Phillips. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · page 26. As printed: 441,206. View filing ↗
- Section 01, Randall Baier. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · page 26. As printed: 428,536. View filing ↗
- Section 03, Randall Baier PSU. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, James Hinnendael PSU. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Timothy Kohl PSU. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Randolph Marten PSU. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Douglas Petit PSU. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Adam Phillips PSU. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-03-17. Section “CEO Pay Ratio”. As printed: 15 : 1. View filing ↗
- Section 08, Ronald R. Booth. DEF 14A, filed 2026-03-17. Section “Director Compensation”. As printed: 134,355. View filing ↗
- Section 08, Robert L. Demorest. DEF 14A, filed 2026-03-17. Section “Director Compensation”. As printed: 132,687. View filing ↗
- Section 08, Kathleen P. Iverson. DEF 14A, filed 2026-03-17. Section “Director Compensation”. As printed: 129,355. View filing ↗
- Section 08, Patricia L. Jones. DEF 14A, filed 2026-03-17. Section “Director Compensation”. As printed: 123,769. View filing ↗
- Section 08, Jerry M. Bauer. DEF 14A, filed 2026-03-17. Section “Director Compensation”. As printed: 117,105. View filing ↗
- Section 08, Larry B. Hagness. DEF 14A, filed 2026-03-17. Section “Director Compensation”. As printed: 117,105. View filing ↗
- Section 08, Thomas J. Winkel. DEF 14A, filed 2026-03-17. Section “Director Compensation”. As printed: 29,218. 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 440,964 + equity 342,630 + all other 0 = 783,594, summed across the director compensation table rows.
- 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 ↗
- 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 (subject), 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., 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 ↗