Christopher A. Strain
HEARTLAND EXPRESSAbout Christopher A. Strain
Christopher A. Strain, age 50, is Vice President of Finance, Treasurer, and Chief Financial Officer of Heartland Express, Inc. (HTLD), serving as CFO since November 2017 after joining the company’s accounting and finance department in 2007; he is an inactive CPA and previously spent 1997–2007 at Deloitte & Touche LLP . The Compensation Committee ties executive pay decisions to total shareholder return (TSR) versus peers, Net Income, and Operating Ratio; Company TSR on a $100 basis declined to 56.33 in 2024 while peer TSR was 146.78, with 2024 Net Income at -$29.7 million and Operating Ratio of 101.9% amid a freight downcycle and 2022 acquisitions that lifted revenue scale to ~$1.0–$1.2B in 2023–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Heartland Express, Inc. | CFO, VP Finance & Treasurer | Nov 2017–present | Led finance through acquisitions (Smith Transport, CFI) and industry downturn; compensation decisions tied to TSR, Net Income, OR |
| Heartland Express, Inc. | VP, Controller & Secretary | May 2015–Oct 2017 | Oversaw accounting/reporting; promoted to CFO |
| Heartland Express, Inc. | Accounting & Finance | 2007–2015 | Progressively senior finance roles |
| Deloitte & Touche LLP | Certified Public Accountant | 1997–2007 | Audit/public accounting experience; inactive CPA currently |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in Company filings | — | — | No public company directorships or external committee roles disclosed for Strain in DEF 14A 2024/2025 |
Fixed Compensation
Multi-year compensation for Christopher A. Strain (oldest → newest):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 295,115 | — | 104,160 | — | 399,275 |
| 2023 | 331,160 | — | — | — | 331,160 |
| 2024 | 364,170 | — (No NEO cash bonuses in 2024) | — | 8,729 (Tuition Plan) | 372,899 |
Notes:
- No employment contract or severance obligations for NEOs; base pay reviewed annually versus a defined trucking peer group; CEO recommends NEO pay to the Compensation Committee .
- Say‑on‑pay approval: 99.5% (2023) and 89.7% (2024) of votes cast .
Performance Compensation
Equity awards and metrics used in pay decisions:
- Equity awards (restricted stock only; no options disclosed): The Compensation Committee uses conservative, discretionary grants; no preset annual PSU/option programs .
- 2025 grant to Strain: 1,000 restricted shares on Jan 1, 2025; vesting 250 immediate, 250 on Apr 1, Jul 1, Oct 1, 2025 .
- 2022 grant to Strain: grant date fair value $104,160 (shares not separately disclosed; fully vested by year-end 2023 as no Strain awards were outstanding at 12/31/2023) .
| Year | Grant Date | Award Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2022 | Not specified | Restricted Stock | Not disclosed | 104,160 | Not disclosed; no Strain awards outstanding at 12/31/2023 |
| 2025 | Jan 1, 2025 | Restricted Stock | 1,000 | Not disclosed | 250 immediate; 250 on 4/1/25; 250 on 7/1/25; 250 on 10/1/25 |
Key performance metrics applied by the Compensation Committee (discretionary framework):
| Metric | Weighting | Target | Actual (FY 2024) | Payout Mechanism | Notes |
|---|---|---|---|---|---|
| Total Shareholder Return vs peers | Discretionary | N/A | Company TSR $56.33; Peer TSR $146.78 | Salary and equity award decisions | Long-term focus; periodic grants |
| Net Income | Discretionary | N/A | -$29.7 million | Salary and equity award decisions | Reflects downcycle/acquisitions |
| Operating Ratio (OR) | Discretionary | N/A | 101.9% | Salary and equity award decisions | OR = OpEx/Revenue |
Equity Ownership & Alignment
Beneficial ownership and policies:
- Shares beneficially owned:
| As-of Date | Shares Owned |
|---|---|
| March 11, 2024 | 20,000 |
| March 10, 2025 | 21,000 |
- Nonqualified Deferred Compensation (DC Plan):
| Year | Executive Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|
| 2023 | 43,030 | 60,172 | 570,309 |
| 2024 | 47,320 | 48,888 | 666,517 |
Alignment policies:
- Anti‑hedging and pledging: Directors and Section 16 officers (including CFO) are prohibited from hedging, pledging, or buying on margin; no hardship exception .
- Stock ownership guidelines: CEO 5× salary; other NEOs 1× salary with eight-year compliance window from 2021 .
- Clawback: Recovery of erroneously awarded incentive-based compensation upon restatement; Board may seek recovery of equity/cash/severance for misconduct or restrictive covenant breaches .
Employment Terms
| Topic | Terms |
|---|---|
| Employment contracts | None for NEOs; no severance obligations |
| Change‑of‑control (CIC) | DC Plan employer contributions immediately vest on CIC; under 2021 Restricted Stock Plan, double‑trigger vesting applies if termination without cause or for good reason within 24 months post‑CIC; employees may change DC distribution timing at CIC (can result in immediate payment) |
| Equity grant practices | No timing of grants around MNPI; conservative use of equity; CEO typically not granted equity due to large ownership |
| Insider trading policy | Applies to directors, officers, employees; policy filed as exhibit to 2024 Form 10‑K |
Performance & Track Record
Company financial trends (oldest → newest):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 645,262,000 | 607,284,000 | 967,996,000 | 1,207,458,000 | 1,047,511,000 |
| EBITDA ($) | 188,970,000* | 172,201,000* | 224,499,000* | 200,337,000* | 153,779,000* |
| Net Income ($) | 70,806,000 | 79,277,000 | 133,584,000 | 14,775,000 | -29,722,000 |
Values marked with * retrieved from S&P Global.
Context:
- Compensation Committee acknowledges 2024–2023 freight challenges and leverage from 2022 acquisitions (Smith Transport, CFI) that scaled revenue but pressured profitability, guiding conservative, risk‑aware pay design .
Compensation Peer Group & Say‑on‑Pay
- Peer group used for benchmarking: Covenant Logistics, Knight‑Swift, Marten Transport, P.A.M Transportation, Schneider National, Werner Enterprises .
- Say‑on‑pay approvals: 99.5% (2023) ; 89.7% (2024) .
Risk Indicators & Red Flags
- Positive: Robust clawback and strict anti‑hedging/pledging; no severance or employment contracts; conservative discretionary equity usage .
- Monitoring: DC Plan balance ($666,517 at 12/31/2024) vests immediately on CIC and distribution timing can be changed at CIC; although not severance, it is a meaningful cash benefit triggering on change‑of‑control .
- Near‑term selling pressure: 2025 restricted stock vests quarterly, creating potential incremental supply from vesting events (subject to insider trading windows) .
Investment Implications
- Pay‑for‑performance alignment is principally via conservative fixed pay and episodic restricted stock grants, with the Compensation Committee referencing TSR, Net Income, and OR rather than formulaic targets, which limits explicit, target‑based incentives but reduces risk‑taking .
- Strain’s equity stake is modest (21,000 shares as of March 10, 2025; <1% of shares), supplemented by DC deferrals; alignment is supported by ownership guidelines and anti‑pledging rules, yet low direct equity exposure may temper sensitivity to share price vs peers with heavier PSU usage .
- Given 2024 losses and elevated Operating Ratio, discretionary equity grants in 2025 signal retention emphasis; quarterly vesting could create small, date‑specific supply while governance policies mitigate hedging/pledging risks .
- Overall, the structure prioritizes stability and retention in a cyclical downcycle, with limited change‑of‑control acceleration (double trigger) and strong clawbacks—neutral to modestly positive from a governance risk standpoint, but less catalytic for high‑beta equity incentive alignment in a recovery thesis .