Companies Marten Transport Ltd

Marten Transport (MRTN): executive pay, fiscal 2025

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CEO total pay$1,154,303CEO Randolph Marten · source

Say-on-pay support99%Latest vote · source

CEO vs. named peers25th pct.Of 4 peer CEOs

CEO pay, last three years

$1,179,648FY2023
$1,197,381FY2024
$1,154,303FY2025

CEO total pay was $1,154,303 in fiscal 2025, down from $1,197,381 in fiscal 2024.

FY2025: salary $801,483 · bonus $0 · stock awards $342,998 · option awards $0

Executives and directors

Adam Phillips · COO Douglas Petit · President James Hinnendael · CFO Randall Baier · CTO Randolph Marten · CEO Timothy Kohl · Chief Executive Officer Jerry M. Bauer · Independent Director Kathleen P. Iverson · Independent Director Larry B. Hagness · Independent Director Patricia L. Jones · Independent Director Robert L. Demorest · Lead Independent Director Ronald R. Booth · Independent Director Thomas J. Winkel · Former director (through FY2025)

Frequently asked questions

Who was the highest-paid executive at Marten Transport Ltd in fiscal 2025?

As disclosed, Timothy Kohl (Former Chief Executive Officer) was the highest-paid executive at Marten Transport Ltd in fiscal 2025, with total compensation of $1,497,969.

How does Marten Transport Ltd's chief executive pay compare to its disclosed peer group?

As disclosed, Randolph Marten's total compensation ranked at the 25th percentile of Marten Transport Ltd's disclosed peer group.

How did shareholders vote on Marten Transport Ltd's executive compensation?

As disclosed, 99% of shareholders supported Marten Transport Ltd's executive compensation in the latest say-on-pay vote.

How much does Marten Transport Ltd spend in total on board compensation for fiscal 2025?

As disclosed, Marten Transport Ltd reported total board compensation of $783,594 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 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'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

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
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

Vehicle mix — grant-date fair value by award type

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.

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
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

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 MRTN

7 companies name MRTN as a compensation peer

COVENANT LOGISTICS GROUP, INC.CVLGFY2025
FORWARD AIR CORPFWRDFY2024
HEARTLAND EXPRESS INCHTLDFY2025
RADIANT LOGISTICS, INCRLGTFY2026
RXO, Inc.RXOFY2025
SAIA INCSAIAFY2025

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.

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.

WERN Werner Enterprises, Inc.HTLD Heartland Express, Inc.CVLG Covenant Logistics Group, Inc.KNX Knight-Swift Transportation Holdings Inc.

Peer reciprocity

The companies Marten Transport Ltd names as compensation peers that name it back in their own disclosed peer groups.

Heartland Express, Inc. (HTLD)³²Covenant Logistics Group, Inc. (CVLG)³³

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

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.

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

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.

Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (33 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”. 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”. As printed: 615,218. View filing ↗
Section 01, Douglas Petit. DEF 14A, filed 2026-03-17. Section “Executive Compensation”. As printed: 570,544. View filing ↗
Section 01, Adam Phillips. DEF 14A, filed 2026-03-17. Section “Executive Compensation”. As printed: 441,206. View filing ↗
Section 01, Randall Baier. DEF 14A, filed 2026-03-17. Section “Executive Compensation”. As printed: 428,536. 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, Randall Baier 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, James Hinnendael 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, Adam Phillips PSU. DEF 14A, filed 2026-03-17. Section “Executive Compensation” · grants of plan-based awards table. 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, Larry B. Hagness. DEF 14A, filed 2026-03-17. Section “Director Compensation”. As printed: 117,105. View filing ↗
Section 08, Jerry M. Bauer. 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 08, Randolph L. Marten. DEF 14A, filed 2026-03-17. Section “Director Compensation”. As printed: 0. View filing ↗
Section 06, 2026 vote. Form 8-K, filed 2026-05-11. Item 5.07 · say-on-pay result. As reported: 99% (votes for as printed: 71,852,429). View filing ↗
Section 06, 2025 vote. Form 8-K, filed 2025-05-12. Item 5.07 · say-on-pay result. As reported: 98.9% (votes for as printed: 75,486,694). View filing ↗
Section 06, 2024 vote. Form 8-K, filed 2024-05-10. Item 5.07 · say-on-pay result. As reported: 98.99% (votes for as printed: 70,379,466). 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 ↗
Section 10a, Heartland Express, Inc. reciprocity. DEF 14A. Heartland Express, Inc. names Marten Transport Ltd in its own disclosed peer group (read from its most recent proxy). View filing ↗
Section 10a, Covenant Logistics Group, Inc. reciprocity. DEF 14A. Covenant Logistics Group, Inc. names Marten Transport Ltd in its own disclosed peer group (read from its most recent proxy). View filing ↗