CEO Randolph Marten was paid $1,154,303 in fiscal year 2025, ↓ down 3.6% from fiscal year 2024, the 25th percentile of its disclosed peer group (SEC filing 0001437749-26-008503 ↗): 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.
$1,497,969 Timothy Kohl total, FY2025 Former Chief Executive Officer — highest-paid officer; CEO Randolph Marten: $1,154,303 | 25th CEO (Randolph Marten) pay percentile vs peers | — CEO-to-median pay ratio | 99% Say-on-pay support, latest vote |
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MRTN's next annual pay disclosure, estimated March 17, 2027.est. Filing ↗
| 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.
| 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.
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Each company listed discloses MRTN 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 MRTN in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Jerry M. Bauer | Independent Director | $117,105 |
| Kathleen P. Iverson | Independent Director | $129,355 |
| Larry B. Hagness | Independent Director | $117,105 |
| Patricia L. Jones | Independent Director | $123,769 |
| Robert L. Demorest | Lead Independent Director | $132,687 |
| Ronald R. Booth | Independent Director | $134,355 |
| Thomas J. Winkel | Former director (through FY2025) | $29,218 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Timothy Kohl | PSU | 2025-05-06 | — | — | — | — | $314,902 |
| Randall Baier | PSU | 2025-05-06 | — | — | — | 9,913 | 125,796 |
| Douglas Petit | PSU | 2025-05-06 | — | — | — | 13,250 | 168,143 |
| James Hinnendael | PSU | 2025-05-06 | — | — | — | 13,614 | 172,762 |
| Randolph Marten | PSU | 2025-05-06 | — | — | — | 27,029 | 342,998 |
| Adam Phillips | PSU | 2025-05-06 | — | — | — | 10,243 | 129,984 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Timothy Kohl | $0 | $314,902 | $0 | 100.0% |
| Randall Baier | 0 | 125,796 | 0 | 100.0% |
| Douglas Petit | 0 | 168,143 | 0 | 100.0% |
| James Hinnendael | 0 | 172,762 | 0 | 100.0% |
| Randolph Marten | 0 | 342,998 | 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.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Randolph Marten | PSU | 59,325 | — | $675,119 |
| James Hinnendael | PSU | 29,881 | — | 340,046 |
| Douglas Petit | PSU | 29,080 | — | 330,930 |
| Adam Phillips | PSU | 18,415 | — | 209,563 |
| Randall Baier | PSU | 17,919 | — | 203,918 |
| Douglas Petit | Option | 600 | 17.36 | — |
| Adam Phillips | Option | 600 | 17.36 | — |
| Adam Phillips | Option | 600 | 16.93 | — |
| Randall Baier | Option | 600 | 17.36 | — |
| Randall Baier | Option | 600 | 16.93 | — |
The company's compensation philosophy focuses on attracting, motivating, and retaining key employees by aligning executive interests with stockholder value through long-term, equity-based incentive compensation. It emphasizes a 'team' approach where compensation is primarily tied to overall company performance rather than individual performance, with a significant component of variable pay based on actual results to ensure competitiveness and sustainable growth.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Grant Thornton LLP |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-05 | 71,852,429 | 722,632 | 51,948 | 99% | Passed |
| 2025 | 2025-05-06 | 75,486,694 | 835,781 | 37,148 | 98.9% | Passed |
| 2024 | 2024-05-07 | 70,379,466 | 718,355 | 25,124 | 98.99% | Passed |
| 2023 | 2023-05-02 | 73,998,332 | 814,634 | 84,695 | 98.91% | Passed |
| 2022 | 2022-05-03 | 70,851,716 | 625,423 | 111,356 | 99.13% | Passed |
| 2021 | 2021-05-04 | 70,077,915 | 369,505 | 92,146 | 99.48% | 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 | 2026-05-05 | 99%a |
| 2025 | 2025-05-06 | 98.9%b |
| 2024 | 2024-05-07 | 98.99%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
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 |
|---|---|---|---|---|---|---|
| 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 |
| Larry B. HagnessIndependent · Compensation · Nominating/Corporate Governance | 60,000 | 57,105 | — | — | — | 117,105 |
| Jerry M. BauerIndependent · 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 |
| Randolph L. MartenEmployee director · Board Chair | — | — | — | — | — | 0 |
| 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 | — |
| 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.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Marten Transport 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 Marten Transport.
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 | 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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Marten Transport | 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.
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Timothy Kohl | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation”. As printed: 1,497,969. View filing ↗ |
| 2 | Section 01, Randolph Marten | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation”. As printed: 1,154,303. View filing ↗ |
| 3 | Section 01, James Hinnendael | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation”. As printed: 615,218. View filing ↗ |
| 4 | Section 01, Douglas Petit | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation”. As printed: 570,544. View filing ↗ |
| 5 | Section 01, Adam Phillips | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation”. As printed: 441,206. View filing ↗ |
| 6 | Section 01, Randall Baier | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation”. As printed: 428,536. View filing ↗ |
| 7 | Section 03, Timothy Kohl PSU | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation” · grants of plan-based awards table. View filing ↗ |
| 8 | Section 03, Randall Baier PSU | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation” · grants of plan-based awards table. View filing ↗ |
| 9 | Section 03, Douglas Petit PSU | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation” · grants of plan-based awards table. View filing ↗ |
| 10 | Section 03, James Hinnendael PSU | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation” · grants of plan-based awards table. View filing ↗ |
| 11 | Section 03, Randolph Marten PSU | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation” · grants of plan-based awards table. View filing ↗ |
| 12 | Section 03, Adam Phillips PSU | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Executive Compensation” · grants of plan-based awards table. View filing ↗ |
| 13 | Section 08, Ronald R. Booth | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Director Compensation”. As printed: 134,355. View filing ↗ |
| 14 | Section 08, Robert L. Demorest | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Director Compensation”. As printed: 132,687. View filing ↗ |
| 15 | Section 08, Kathleen P. Iverson | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Director Compensation”. As printed: 129,355. View filing ↗ |
| 16 | Section 08, Patricia L. Jones | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Director Compensation”. As printed: 123,769. View filing ↗ |
| 17 | Section 08, Larry B. Hagness | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Director Compensation”. As printed: 117,105. View filing ↗ |
| 18 | Section 08, Jerry M. Bauer | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Director Compensation”. As printed: 117,105. View filing ↗ |
| 19 | Section 08, Thomas J. Winkel | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Director Compensation”. As printed: 29,218. View filing ↗ |
| 20 | Section 08, Randolph L. Marten | DEF 14A | 2026-03-17 | 0001437749-26-008503 | Section “Director Compensation”. As printed: 0. View filing ↗ |
| 21 | Section 06, 2026 vote | Form 8-K | 2026-05-11 | 0001437749-26-016108 | Item 5.07 · say-on-pay result. As reported: 99% (votes for as printed: 71,852,429). View filing ↗ |
| 22 | Section 06, 2025 vote | Form 8-K | 2025-05-12 | 0001437749-25-016118 | Item 5.07 · say-on-pay result. As reported: 98.9% (votes for as printed: 75,486,694). View filing ↗ |
| 23 | Section 06, 2024 vote | Form 8-K | 2024-05-10 | 0001437749-24-016000 | Item 5.07 · say-on-pay result. As reported: 98.99% (votes for as printed: 70,379,466). View filing ↗ |
| 24 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer. |
| 25 | 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). |
| 26 | Section 09b board cost (computed) | Computed | — | — | Cash 440,964 + equity 342,630 + all other 0 = 783,594, summed across the director compensation table rows. |
| 27 | 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. View filing ↗ |
| 28 | 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. View filing ↗ |
| 29 | Covenant Logistics Group, Inc., Section 10b CEO total | DEF 14A | 2026-04-10 | 0001437749-26-011971 | CEO total compensation as printed in Covenant Logistics Group, Inc.'s own proxy. As printed: 1,794,678. View filing ↗ |
| 30 | Marten Transport (subject), Section 10b CEO total | DEF 14A | 2026-03-17 | 0001437749-26-008503 | CEO total compensation as printed in Marten Transport's own proxy. As printed: 1,154,303. View filing ↗ |
| 31 | Heartland Express, Inc., Section 10b CEO total | DEF 14A | 2026-04-02 | 0000799233-26-000017 | CEO total compensation as printed in Heartland Express, Inc.'s own proxy. As printed: 1,070,362. View filing ↗ |
| 32 | 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 Marten Transport. View filing ↗ |
| 33 | Section 10a, Heartland Express, Inc. reciprocity | DEF 14A | — | 0000799233-26-000017 | Heartland Express, Inc. names Marten Transport in its own disclosed peer group (read from its most recent proxy). View filing ↗ |
| 34 | Section 10a, Covenant Logistics Group, Inc. reciprocity | DEF 14A | — | 0001437749-26-011971 | Covenant Logistics Group, Inc. names Marten Transport in its own disclosed peer group (read from its most recent proxy). View filing ↗ |
| 35 | 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 Marten Transport. View filing ↗ |