David P. Millis
HEARTLAND EXPRESSAbout David P. Millis
David P. Millis, age 64, is President of Millis Transfer, LLC (a HTLD subsidiary) and an employee director of Heartland Express, Inc., serving on the board since 2020 . He has 49+ years at Millis Transfer across Accounting/Finance, Administration, and Operations, becoming President in 1992 . Company performance context used in compensation decisions: TSR fell to $56.33 for a $100 initial investment by 2024 while the peer group was $146.78; net income was $(29.7) million and operating ratio was 101.9% in 2024, with revenues up to ~$1.0B in 2024 from $607.0M in 2021 (acquisitions in 2022 boosted scale) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Millis Transfer, LLC | President | 1992–present | Led operations at subsidiary; decades of trucking industry experience supporting HTLD’s consolidation and integration strategy . |
| Millis Transfer, LLC | Leadership roles: Accounting/Finance, Administration, Operations | Pre-1992 through 1992 | Deep operating and financial experience; progressed from early roles to top leadership over 49+ years . |
External Roles
No external public company directorships or other outside board roles disclosed for Millis .
Fixed Compensation
Multi-year fixed cash compensation (HTLD fiscal years):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $131,800 | $176,965 | $190,824 |
| Annualized Base Salary Rate ($) | — | — | $190,424 |
| All Other Compensation ($) | $4,905 (401k contributions at Millis Transfer plan) | $8,123 (401k contributions) | $6,610 (401k contributions) |
Notes:
- Millis participates in the Millis Transfer 401(k) plan and is excluded from the nonqualified DC Plan in 2024 .
- HTLD pays conservative salaries; peer group is used for reference but not to set specific benchmarks .
Performance Compensation
HTLD’s NEO compensation for acquired-entity leaders includes discretionary cash bonuses (historical) and discretionary restricted stock grants; 2024 grants were not tied to formal performance metrics and vested based on service or immediately .
| Year | Incentive Type | Metric/Weighting | Target | Actual/Payout | Vesting Detail |
|---|---|---|---|---|---|
| 2022 | Discretionary Cash Bonus | Discretionary; legacy component from acquisition | N/A | $55,400 | Paid in cash |
| 2023 | Discretionary Cash Bonus | Discretionary; legacy component | N/A | $28,560 | Paid in cash |
| 2023 | RSU Grant | Discretionary; not performance-based | N/A | Stock Awards $114,837 (grant-date fair value) | Service-based vesting (see Stock Vested table) |
| 2024 | RSU Grant | Discretionary; not performance-based | N/A | Stock Awards $98,218 (grant-date fair value) | 8,489 shares granted 12/19/2024; all vested same day |
| 2024 | Stock Vested | N/A | N/A | 12,245 shares vested; value realized $141,149 | 3,756 shares vested 5/15/2024 at $11.43; 8,489 shares vested 12/19/2024 at $11.57 |
| 2025 (Oct) | RSU Grant | Discretionary; not performance-based | N/A | 11,947 shares granted | Immediate vesting (Item 5.02) |
Company-level metrics that inform salary/equity decisions: Total Shareholder Return, Net Income, and Operating Ratio are cited by the Compensation Committee as “most important measures” linking pay to performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 48,719 shares of HTLD common stock; marked less than 1% of outstanding . |
| Outstanding Awards at 12/31/2024 | None (no unvested restricted shares or options outstanding at year-end) . |
| Pledging/Hedging | Company policy prohibits hedging and pledging by directors and Section 16 officers; no hardship exceptions . |
| Ownership Guidelines (NEOs) | CEO: 5× salary; other NEOs: 1× salary; 8-year window from 2021 to meet guidelines . |
| Director Equity Compensation | Employee directors (Gerdin, Millis) do not receive separate director compensation; plan allows director stock awards but not paid to Millis . |
| Deferred Compensation | Millis excluded from DC Plan in 2024; participated in Millis Transfer 401(k) with matching contributions . |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment Contract | Generally no employment contracts or severance arrangements for NEOs . |
| Severance | No severance obligations to NEOs . |
| Change-of-Control (CoC) | Restricted stock plan includes double-trigger vesting: within 24 months post-CoC, vesting occurs only if terminated without cause or for good reason; DC Plan employer contributions immediately vest on CoC (DC Plan not applicable to Millis in 2024) . |
| Clawback | Broad clawback covering incentive-based pay, equity, severance, and cash; recovery upon restatement or misconduct/covenant breach . |
| Hedging/Pledging | Prohibited for directors and Section 16 officers . |
| Tax Gross-ups | None on compensation elements; conservative policy . |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2020; employee director . |
| Committees | None (does not serve on Board committees) . |
| Attendance | Board held four regularly scheduled meetings in 2024; all directors attended 100% of regular Board and committee meetings . |
| Independence | Board identifies four independent directors; Millis is an employee director and not among independent members . |
| Board Leadership | CEO also serves as Chairman; Board cites majority independence, fully independent committees, and governance policies to balance the dual role . |
Director Compensation
| Item | Disclosure |
|---|---|
| Separate Director Pay | Millis does not receive compensation as a director separate from his employee compensation . |
| Non-Employee Director Structure | Cash retainer $45,000; meeting fees ($1,500 Board / $750 committee); chair fees (Audit $12,500; Compensation $7,000; Nominating $7,000). Director ownership guideline: 3× base annual cash retainer within four years . |
Compensation Peer Group (Benchmarking)
| Year | Peer Group | Notes |
|---|---|---|
| 2024 | Covenant Logistics, Knight-Swift, Marten Transport, P.A.M Transportation, Schneider National, Werner Enterprises | Used for reference in design/competitiveness; Committee does not target specific percentile benchmarks . |
| Prior | Former peer group included U.S. Xpress; replaced by Schneider post U.S. Xpress acquisition in 2023 . |
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay | Approved with 89.7% of votes cast; approach unchanged post vote . |
| Say-on-Frequency | Annual say-on-pay endorsed; next frequency vote at 2029 annual meeting . |
Performance & Track Record
- Company pay-versus-performance context: 2024 TSR $56.33 vs peer group $146.78; net income $(29.7)M; operating ratio 101.9% .
- Post-2024 operating progress: Q3’25 revenues $196.5M, net loss $(8.3)M, OR 103.7%; Heartland and Millis Transfer fleets operated profitably with operating ratios in the low 90s in Q3’25, highlighting Millis Transfer’s operational efficiency within the consolidated platform .
Multi-Year Compensation (David P. Millis)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $131,800 | $176,965 | $190,824 |
| Bonus ($) | $55,400 | $28,560 | — |
| Stock Awards ($) | $99,994 | $114,837 | $98,218 |
| All Other Compensation ($) | $4,905 | $8,123 | $6,610 |
| Total ($) | $292,099 | $328,485 | $295,652 |
Stock Awards & Vesting Schedule
| Date | Shares | Grant/ Vest Type | Price/Value | Notes |
|---|---|---|---|---|
| 05-15-2024 | 3,756 | Vested | Value included in $141,149 total vesting value; priced at $11.43 | Service-based vesting . |
| 12-19-2024 | 8,489 | Granted & vested same day | Grant-date price $11.57; grant FV $98,218 | Discretionary RSU; immediate vest . |
| 2024 total | 12,245 | Vested | $141,149 value realized | Two events in 2024 . |
| 10-22-2025 | 11,947 | Granted & vested | Immediate vest per Item 5.02 | Discretionary award . |
| Outstanding (12/31/2024) | — | — | — | No outstanding equity awards . |
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 48,719 |
| % of shares outstanding | Less than 1% (as marked in proxy table) |
Compensation Structure Analysis
- Mix and shifts: Cash bonus components existed pre-2024 as legacy elements from acquired entities; 2024 shifted entirely to base pay plus discretionary RSUs with immediate/service-based vesting (no performance conditions), consistent with HTLD’s conservative equity use .
- At-risk alignment: No options; RSUs vested quickly in 2024 and 2025, reducing unvested overhang and potential forced selling pressure; anti-hedging/pledging policy preserves alignment .
- Governance safeguards: No employment contracts/severance, double-trigger CoC equity vesting only upon qualifying termination, robust clawback; no tax gross-ups .
Risk Indicators & Red Flags
- Positive controls: Anti-hedging/pledging ban; stringent clawback; majority independent board; fully independent committees .
- Potential selling pressure watchpoint: Immediate vesting awards (Dec 2024 and Oct 2025) create potential liquidity events; no outstanding awards at YE 2024 limits future forced selling .
- Related party oversight: Audit & Risk Committee reviews related transactions; disclosed family employment not tied to Millis; governance procedures in place .
Investment Implications
- Alignment: Millis’ equity now predominantly vested and relatively small (<1% ownership); anti-pledging policy and lack of severance reduce misalignment risk; compensation is conservative and largely cash with occasional discretionary RSUs .
- Retention: No employment contract or severance suggests retention depends on role satisfaction and operational performance rather than contractual economics; continued leadership at Millis Transfer supports subsidiary profitability (low-90s OR in Q3’25) .
- Trading signals: Monitor 8-K Item 5.02 equity grants and subsequent Form 4 filings for any sales following immediate vest; company-level say-on-pay support (89.7%) and conservative pay posture reduce governance overhang .
- Performance linkage: Committee uses TSR, net income, and operating ratio to inform pay; Millis Transfer’s profitability amid consolidated headwinds underscores execution; broader HTLD headwinds persist (OR above 100%, losses), but sequential OR improvement and brand system conversions are positives to watch into 2026 .