Benjamin J. Allen
HEARTLAND EXPRESSAbout Benjamin J. Allen
Benjamin J. Allen, age 78, has served as an independent director of Heartland Express since 1995, bringing more than 25 years of academic leadership and transportation economics expertise to the board . He holds a B.S. in business economics from Indiana University and a Ph.D. in economics from the University of Illinois; he taught and conducted research in transportation economics and management for over 25 years . His tenure is marked by roles including interim President of Iowa State University in 2017 and President of the University of Northern Iowa from 2006–2013, underscoring deep governance and institutional leadership experience relevant to HTLD’s operations . He is classified by the board as independent under NASDAQ and SEC rules, and he attended 100% of board and committee meetings in the latest year, reflecting strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Northern Iowa | President | 2006–June 2013 | Led a public university; institutional governance and oversight |
| Iowa State University | Interim President | May–Nov 2017 | Institutional leadership; stakeholder management |
| Iowa State University | Vice President for Academic Affairs & Provost | 2002–2006 | Senior academic governance; budget and risk oversight |
| Iowa State University | Distinguished Professor in Business | Appointed 1988 (ongoing during tenure cited) | Transportation economics research and teaching |
| Iowa State University | Dean, College of Business | 1994–2001 | College governance; strategic planning |
| Iowa State University | Interim VP for External Affairs | 2001–2002 | External relations; policy and communications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships/interlocks disclosed in proxy |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit and Risk Committee .
- Independence: Determined “independent director” under NASDAQ Rule 5605 and SEC audit committee standards .
- Attendance: Board held four regular meetings; Allen attended 100% of Board and his committee meetings in FY2024 .
- Engagement: Audit and Risk Committee met six times; Compensation Committee met five times; either the Audit Committee or its Chair met with auditors five times without management, evidencing robust oversight .
- Governance watchpoint: Audit Committee currently has two members due to a director’s passing; company relying on NASDAQ Rule 5605(c)(4)(B) cure period and expects to add the nominee to restore three-member compliance—investors should monitor execution and timing .
Fixed Compensation
| Component | 2024 Amount | Basis |
|---|---|---|
| Annual cash retainer | $45,000 | Non-employee director annual base |
| Board meeting fees | $6,000 | $1,500 per regular board meeting; 4 meetings in 2024 |
| Committee meeting fees (Comp Committee) | $3,750 | $750 per meeting; 5 Compensation Committee meetings |
| Committee meeting fees (Audit & Risk) | $4,500 | $750 per meeting; 6 Audit & Risk Committee meetings |
| Chair fee (Comp Committee) | $7,000 | Compensation Committee chair stipend |
| Total director compensation (reported) | $66,250 | Fees earned or paid in cash; no stock awards |
- Meeting fee policy: $1,500 per board meeting; $750 per committee meeting .
- Committee chair stipends: Audit Chair $12,500; Compensation Chair $7,000; Nominating Chair $7,000 .
Performance Compensation
| Performance Element | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | None in 2024 | Restricted Stock Plan allows director stock awards, but none granted to Allen in 2024 |
| Options/Performance plans | None disclosed | No options or performance-based director compensation disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | No public company interlocks disclosed |
Expertise & Qualifications
- Qualifications matrix: Allen is flagged for Financial Reporting, Risk Management, Governance, and Industry experience .
- Technical expertise: Transportation economics and management; senior institutional leadership across multiple university roles .
- Board value-add: Long-tenured director with deep sector understanding and committee leadership experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dr. Benjamin J. Allen | 3,024 | Less than 1% | As of March 10, 2025; diluted shares outstanding 78,596,766 |
| Outstanding director equity awards | None | — | No outstanding equity grants at FY-end 2024 |
| Anti-hedging/pledging policy | Prohibits hedging and pledging by directors | — | No hardship exceptions |
| Director stock ownership guideline | 3x base annual cash retainer within four years | — | Policy applies to all directors |
Governance Assessment
- Strengths: Independent status; 100% attendance; chairs the Compensation Committee; active Audit & Risk oversight including auditor-only sessions; anti-hedging/pledging policy; clawback policy covering Section 16 officers and designated executives .
- Compensation structure: All-cash director pay with meeting-based variable components; no equity grants in 2024, which limits alignment via equity but avoids pay-related conflicts; director ownership guideline in place .
- Shareholder sentiment: 2024 say-on-pay approval at 89.7%, indicating general investor support for compensation practices (context for board oversight of pay) .
- Red flags and watchpoints:
- Audit Committee size temporarily below NASDAQ’s three-member requirement (using cure period) following a director’s passing—monitor restoration of full compliance post-election .
- Concentrated insider/family control: Gerdin family collectively owns ~44% of outstanding shares, which can influence governance dynamics and oversight; reinforces the importance of truly independent directors like Allen .
- Related-party exposure: Company disclosed employment of a family member of controlling shareholders; no related-party transactions involving Allen were disclosed, and the Audit Committee oversees approvals of such transactions under formal procedures .
- Overall: Allen’s long tenure, independent status, and committee leadership provide stabilizing governance; however, limited equity exposure and family control highlight the need for continued rigorous committee oversight and adherence to independence standards .