Amanda M. Hupfeld
HEARTLAND EXPRESSAbout Amanda M. Hupfeld
Amanda M. Hupfeld (age 51) was elected as an independent director of Heartland Express (HTLD) on May 8, 2025. She brings over two decades of finance and audit experience as CFO of LimoLink Incorporated (since 2007) and as director and audit committee chair of F&M Bank (Iowa/Minnesota), with prior SEC reporting oversight and public accounting experience (PwC CPA, McLeod USA Corporate Controller) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers, LLP | Certified Public Accountant | 1996–2001 | Public accounting experience; CPA credential |
| McLeod USA | Progressive accounting roles; Corporate Controller | 2001–2007 | Led SEC filings and audit coordination |
| LimoLink Incorporated | Chief Financial Officer | 2007–Present | Oversight of financial reporting, budgeting, risk, IT, tax |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LimoLink Incorporated | Director | 2009–Present | Board-level governance for chauffeured transportation services |
| F&M Bank (regional bank) | Director; Audit Committee Chair | Not stated | Chairs audit; governance and financial oversight |
Board Governance
- Independence: Determined to be independent under NASDAQ rules and meets audit committee independence requirements; the proxy indicates she would join the Audit & Risk Committee upon election, addressing the audit committee cure period after a prior director’s passing .
- Committee assignments: Expected appointment to Audit & Risk Committee; HTLD’s 2024 committee activity—Audit & Risk met 6x, Compensation 5x, Nominating & Governance 7x; Board held 4 regular meetings with 100% attendance by then-current directors (pre-appointment) .
- Board leadership: Combined CEO/Chair model, balanced by majority independent board and fully independent committees .
- Risk oversight: Audit & Risk Committee designated for enterprise risk (financial controls, cyber/technology); quarterly internal control testing review by the committee chair .
| Governance Attribute | Status/Detail |
|---|---|
| Independence status | Independent; audit-committee eligible |
| Expected HTLD committee | Audit & Risk (post-election) |
| 2024 Board meetings | 4; 100% attendance by then-current directors |
| Audit & Risk meetings (2024) | 6; executive sessions with auditors held five times |
| Nominating & Governance meetings (2024) | 7 |
| Compensation Committee meetings (2024) | 5 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $45,000 | Paid quarterly ($11,250) |
| Board meeting fee | $1,500 per regular meeting | Attendance-based |
| Committee meeting fee | $750 per meeting | Attendance-based |
| Chair fees | Audit & Risk: $12,500; Compensation: $7,000; Nominating & Governance: $7,000 | Chair premium |
| Expense reimbursement | Actuals | Travel for board meetings reimbursed |
Performance Compensation
| Element | Detail |
|---|---|
| Director equity awards (2024) | No stock awards were granted to directors in 2024 |
| Plan availability | Directors eligible under the Restricted Stock Plan; grants are discretionary and designed to align interests |
| Ownership guidelines | Directors must own ≥3× annual cash retainer within four years |
| Anti-hedging/pledging | Hedging, pledging, and margin purchases prohibited with no hardship exception |
Note: HTLD does not tie director equity awards to specific performance metrics; awards are discretionary to align interests .
Other Directorships & Interlocks
| Company/Entity | Industry Relationship to HTLD | Role | Potential Interlock/Conflict |
|---|---|---|---|
| LimoLink Incorporated | Chauffeured transportation services (private) | CFO; Director | No related-party transactions disclosed with HTLD |
| F&M Bank | Banking services (regional) | Director; Audit Chair | No banking relationship disclosed with HTLD; monitor for services/credit if any |
Expertise & Qualifications
- Financial reporting leadership (public/private), SEC filings, audit oversight; prior CPA .
- Risk management and information technology oversight as CFO .
- Governance and audit chair experience at a regulated financial institution .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Amanda M. Hupfeld (as of March 10, 2025) | — | * | No holdings disclosed; subject to director ownership guidelines (3× retainer within four years) |
Anti-hedging/pledging policy applies to directors; pledging is prohibited .
Governance Assessment
- Investor mandate: Elected with 69,030,884 votes “For” (highest among nominees), indicating strong shareholder support; say-on-pay passed with 67,340,368 “For” .
- Audit committee capacity: Her appointment restores three-member audit committee compliance within NASDAQ cure period—positive for control oversight and investor confidence .
- Alignment and ownership: No disclosed HTLD share ownership at record date; alignment will hinge on timely compliance with 3× retainer ownership guideline over four years .
- Independence and conflicts: The proxy explicitly deems her independent; no related-party transactions involving Hupfeld disclosed. Monitor any future services between HTLD and F&M Bank/LimoLink for potential conflicts .
- Committee engagement expectations: HTLD committees were active in 2024 (Audit & Risk: 6x with auditor-only sessions), suggesting a high workload; her audit chair experience externally aligns with HTLD’s risk and control oversight needs .
RED FLAGS to monitor
- Initial lack of HTLD share ownership at election (alignment risk until guideline met) .
- Time commitments across external CFO role and audit chair duties—watch director attendance/engagement disclosures in future proxies .
- Family-related transactions exist elsewhere at HTLD (Gerdin family employment), though not involving Hupfeld—continue monitoring related-party oversight by Audit & Risk Committee .
Board-Governance Signals and Shareholder Voting
| Measure | 2025 Outcome | Implication |
|---|---|---|
| Director election (Hupfeld) | 69,030,884 For; 134,083 Withheld; 3,537,685 broker non-votes | Strong mandate; supports audit committee stabilization |
| Auditor ratification | 72,213,078 For; 451,628 Against; 37,946 Abstain | Continued auditor support |
| Say-on-pay (NEO) | 67,340,368 For; 1,797,600 Against; 26,999 Abstain; 3,537,685 broker non-votes | Ongoing support of pay practices |
Related Policies
- Clawback policy for Section 16 officers; Board may seek recovery for misconduct or breaches of restrictive covenants .
- Insider trading policy; repurchase procedures; codes of ethics; anti-corruption; environmental/sustainability missions .