James G. Pratt
HEARTLAND EXPRESSAbout James G. Pratt
Independent director of Heartland Express (HTLD) since 2006; age 76; Chairperson of the Audit and Risk Committee and Vice Chairperson of the Compensation Committee . Retired after a 30-year career at Hills Bank and Trust Company and Hills Bancorporation, serving as Senior Vice President & CFO (since 1986), Treasurer (since 1983), and Secretary (since 2004); earlier experience at Ernst & Ernst (now EY) and McGladrey & Pullen (now RSM); inactive CPA . Designated “audit committee financial expert” under SEC/NASDAQ rules . The Board has determined Pratt is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hills Bank & Trust Company | Senior Vice President & Chief Financial Officer | 1986–2012 | Led finance for a disciplined banking enterprise; contributed to oversight of risk management and financial matters |
| Hills Bancorporation | Treasurer; Secretary | Treasurer since 1983; Secretary since 2004 (retired 2012) | Officer of SEC-reporting one-bank holding company; finance and governance roles |
| Ernst & Ernst (now Ernst & Young) | Professional staff | Pre-1982 | Public accounting experience |
| McGladrey & Pullen (now RSM) | Professional staff | Pre-1982 | Public accounting experience |
External Roles
| Organization | Role | Tenure | Public Company/Interlocks |
|---|---|---|---|
| — | — | — | No current external public company directorships disclosed for Pratt |
Board Governance
- Committees: Audit & Risk (Chair), Compensation (Vice Chair); all Board committees composed entirely of independent directors .
- Audit Committee composition temporarily at two members following a director’s passing; company relying on NASDAQ Rule 5605(c)(4)(B) cure period; nominee expected to restore compliance; Pratt designated audit committee financial expert .
- Meetings: Board held 4 regular meetings in FY2024; all directors attended 100% of Board and 100% of their committee meetings; all directors attended the 2024 Annual Meeting .
- Audit Committee met 6 times in FY2024; also met 5 times with the independent auditor without management present; recommended inclusion of audited financials in the Form 10-K .
- Independence: Pratt is classified as an “independent director” under NASDAQ Rule 5605(a)(2) and audit committee standards .
RED FLAG: Temporary under-composition of the Audit Committee (two members vs NASDAQ’s three) pending cure period following a director’s passing; Board indicates plan to restore compliance upon election of nominee .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 71,750 | — | 71,750 |
- Director cash compensation framework: $45,000 annual retainer (paid quarterly), plus $1,500 per regular Board meeting and $750 per committee meeting; Audit & Risk Chair additional $12,500; Compensation Chair $7,000; Nominating & Governance Chair $7,000 .
- Pratt’s Chair premium: Audit & Risk Committee Chair earned $12,500 in 2024 .
Performance Compensation
- Stock awards to directors under the Restricted Stock Plan are permitted to align interests; no stock awards granted to Pratt in 2024 (all director stock award entries show “—”) .
- Stock ownership guidelines for directors: required ownership equal to 3× base annual cash retainer within four years .
| Director Performance-Linked Metrics for Equity Awards (Directors) | FY2024 |
|---|---|
| Equity grant program availability | Restricted Stock Plan permits director awards (no grants to Pratt in 2024) |
| Performance metrics tied to director compensation | Not disclosed; director pay primarily cash-based |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Pratt |
| Prior public company officer roles | Hills Bancorporation (SEC-reporting), Treasurer and Secretary |
| Notable interlocks/conflicts | None disclosed involving Pratt; Audit Committee reviews related-party transactions per Item 404 procedures |
Expertise & Qualifications
- Financial reporting, risk management, information security, governance credentials highlighted in Board qualifications; Pratt recognized in “Financial Reporting,” “Risk Management,” “Information Security,” and “Governance” categories .
- Designated audit committee financial expert; extensive banking finance leadership; inactive CPA .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| James G. Pratt | 23,429 | * (less than 1%) |
- Shares outstanding basis: 78,596,766 diluted shares as of March 10, 2025 .
- Anti‑hedging/pledging policy: prohibits directors and Section 16 officers from hedging, pledging, or purchasing on margin; no hardship exceptions .
- Director stock ownership guidelines: 3× base retainer within four years .
Governance Assessment
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Strengths:
- Long-tenured independent director with deep finance experience; designated audit committee financial expert .
- Strong attendance: 100% Board and committee attendance; active Audit Committee engagement including executive sessions with auditor .
- Conservative governance policies: anti-hedging/pledging with no exceptions; stock ownership and holding guidelines; clawback policy for executives; fully independent committees .
-
Watch items / potential red flags:
- Audit Committee temporarily below NASDAQ’s minimum size, relying on cure period post-director passing; remediation planned via nominee election .
- Director equity alignment relies on ownership guidelines rather than routine equity grants; 2024 director pay entirely cash with no stock awards to Pratt, which may modestly reduce direct performance linkage for directors relative to peers .
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Conflicts/Related-party exposure:
- Proxy discloses Audit Committee pre-approval and review of related-party transactions and compliance monitoring; no Pratt-specific related-party transactions disclosed .
- Anti-hedging/pledging policy mitigates alignment risks; no exceptions disclosed .