Brenda S. Neville

About Brenda S. Neville

Brenda S. Neville, age 62, has served as an independent director of Heartland Express (HTLD) since 2017. She is President and CEO of the Iowa Motor Truck Association (IMTA), has 38 years at IMTA, and holds a B.S. in Business/Marketing from the University of Northern Iowa along with IOM and CAE certifications earned in 1993 . She chairs HTLD’s Nominating and Governance Committee and is designated independent under NASDAQ rules; she attended 100% of board and committee meetings in the last fiscal year .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NASDAQ Rule 5605(a)(2) and SEC Rule 10A-3; currently one of the majority-independent board members .
• Attendance: 100% participation in board and assigned committee meetings in FY2024; board held 4 regular meetings .
• Committee assignments:
  • Nominating & Governance Committee: Chair; met 7 times in FY2024 .
  • Compensation Committee: Served until November 2023; not currently a member .
• Board structure: CEO also serves as Chair; board cites majority-independent board and fully independent committees as balancing factors .
• Audit Committee context: Temporary two-member Audit Committee relying on NASDAQ cure period after Director Sullivan’s passing; plan to add nominee Hupfeld if elected .

Fixed Compensation

Performance Compensation

• HTLD’s director pay is primarily cash retainer plus meeting and chair fees; directors may receive restricted stock awards to align interests (e.g., 667-share grant in 2023 vested immediately; no director stock awards in 2024) .
• Director stock ownership guideline: Directors must own at least 3x the base annual cash retainer within four years .

Other Directorships & Interlocks

Expertise & Qualifications

• Qualifications matrix indicates Neville brings Financial Reporting, Industry expertise, Information Security awareness, and Governance capabilities .
• Education: B.S. Business/Marketing (University of Northern Iowa); IOM and CAE certifications (1993) .

Equity Ownership

• Ownership alignment policies: Director stock ownership guideline is 3x annual retainer; anti-hedging and anti-pledging policy prohibits hedging and pledging of HTLD stock, with no hardship exceptions .
• Section 16 compliance: Company disclosed late filings for two individuals (Helmich, Donovan) but none for Neville in 2024 .

Governance Assessment

• Strengths:
  • Independent director with 100% attendance and active chair role; Nominating Committee met 7 times, indicating engagement in board composition and governance .
  • Deep trucking industry network and policy expertise via IMTA and ATA committees; useful for regulatory and technology oversight (automated trucking, cybersecurity, information security) .
  • Director ownership guideline and anti-hedging/anti-pledging policies support alignment with shareholders .
• Concerns / RED FLAGS:
  • Historical interlock: CEO Gerdin’s IMTA board service overlapping with Neville’s role on HTLD’s Compensation Committee in 2023; disclosed as not a related-party transaction, and corrected, but represents a perceived independence risk (monitor future interlocks) .
  • Concentrated control: Gerdin family beneficial ownership ~44% may influence governance dynamics and limits minority shareholder influence .
  • Combined CEO/Chair roles persist; board cites majority independence and committee structure as mitigants, but still a governance risk in some frameworks .
  • Audit Committee temporarily below NASDAQ 3-member requirement (cure period in use); expected remediation via nominee Hupfeld if elected .
  • Director equity grants appear conservative; no 2024 director stock awards; Neville’s direct holdings are small (<1%), making progress toward 3x retainer guideline a monitoring point (compliance status not disclosed) .

Appendix: Board & Committee Activity Indicators

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval: 89.7% of votes cast supported executive compensation; annual say-on-pay will continue .