Joshua S. Helmich
Secretary of Heartland Express and Senior Vice President and Chief Financial Officer of Contract Freighters at 
HEARTLAND EXPRESS
HEARTLAND EXPRESSExecutive
About Joshua S. Helmich
Joshua S. Helmich, age 49, is Secretary of Heartland Express (HTLD) and Senior Vice President & Chief Financial Officer of Contract Freighters, Inc. (CFI), a subsidiary, since December 2023; previously he served as Heartland’s Vice President & Controller (May 2018–May 2020) and Vice President, Controller & Secretary (May 2020–December 2023), with earlier roles at Target (2003–2015) and Deloitte & Touche (1999–2003); he is an inactive CPA . Company performance context during his finance tenure: operating revenues rose from $607.0 million in 2021 to $1.2 billion in 2023 and $1.0 billion in 2024 following the Smith Transport and CFI acquisitions, while industry headwinds drove Operating Ratio to 101.9% and net income to $(29.7) million in 2024; cumulative TSR on a $100 investment declined to $56.33 in 2024 vs $146.78 for peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Heartland Express | Vice President & Controller | May 2018–May 2020 | Led controllership during organic operations prior to acquisitions |
| Heartland Express | Vice President, Controller & Secretary | May 2020–Dec 2023 | Governance and controllership through acquisition integration period |
| CFI (HTLD subsidiary) | SVP & CFO; HTLD Secretary | Dec 2023–present | Finance leadership for acquired unit; corporate secretary responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Target Corporation | Finance roles | 2003–2015 | Large-scale retail finance and operations experience |
| Deloitte & Touche LLP | Certified Public Accountant | 1999–2003 | Audit/assurance foundation; technical accounting; CPA (inactive) |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 286,180 |
| Target Bonus (%) | — |
| Actual Bonus Paid ($) | — (no NEO cash bonuses in 2024) |
| All Other Compensation ($) | 12,589 (Tuition Plan + CFI 401(k) contributions) |
Performance Compensation
- The company does not operate a formal performance-based annual bonus program for NEOs; equity awards to NEOs are discretionary and not formulaic (no explicit metric weightings or targets disclosed) .
Equity Awards and Vesting
| Grant | Shares | Vesting | Fair Value |
|---|---|---|---|
| 2024 grants (FY) | — | — (no grant to Helmich) | — |
| 2025 restricted stock (approved 1/1/2025) | 1,000 | 250 vested immediately; 250 on 4/1/2025; 250 on 7/1/2025; 250 on 10/1/2025 | Not disclosed |
Deferred Compensation (DC Plan) – 2024 Activity
| Metric | 2024 |
|---|---|
| Executive Contributions ($) | 22,894 |
| Aggregate Earnings ($) | 36,281 |
| Aggregate Balance at 12/31/2024 ($) | 239,220 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 7,852 |
| Ownership % of Outstanding | <1% (asterisk in table) |
| Vested vs Unvested | No outstanding equity grants at 12/31/2024; 2025 grant vests in four tranches |
| Pledging/Hedging | Prohibited for Section 16 officers (no hardship exceptions) |
| Ownership Guidelines | NEOs: 1x base salary; compliance window eight years from 2021 (to 2029) |
| Guideline Compliance Status | Not disclosed |
Employment Terms
| Provision | Terms (Helmich/NEOs) |
|---|---|
| Employment Agreement | None (no employment contracts) |
| Severance | None (no severance obligations) |
| Change-of-Control (CoC) | DC Plan employer contributions immediately vest; RS awards have double-trigger vesting (termination without cause or for good reason within 24 months post-CoC); DC Plan allows changed distribution elections upon CoC |
| CoC Accelerated Value (12/31/2024) | DC Plan accelerated value = $239,220; RS accelerated value $0 (no unvested RS as of 12/31/2024) |
| Clawback | Mandatory recovery of erroneously awarded incentive-based comp for restatements; Board may recover equity, severance, and cash incentive comp for misconduct or material covenant breach |
| Tax Gross-Ups | None |
| Non-Compete / Non-Solicit / Garden Leave | Not disclosed |
| Post-Termination Consulting | Not disclosed |
Performance & Track Record
Company Pay vs Performance Metrics
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($MM) | 70.8 | 79.3 | 133.6 | 14.8 | (29.7) |
| Operating Ratio (%) | 85.5% | 82.6% | 80.5% | 96.5% | 101.9% |
| TSR – $100 Investment (Company) ($) | 86.34 | 82.99 | 76.09 | 71.11 | 56.33 |
| TSR – $100 Investment (Peer Group) ($) | 112.49 | 155.32 | 138.87 | 152.09 | 146.78 |
Operating Revenues (selected years)
| Metric | 2021 | 2023 | 2024 |
|---|---|---|---|
| Operating Revenues ($MM) | 607.0 | 1,200.0 | 1,000.0 |
- Compensation Peer Group: Covenant Logistics, Knight-Swift, Marten Transport, P.A.M Transportation, Schneider National (added in 2023), Werner Enterprises; used as reference points without rigid benchmarking targets .
- Say-on-Pay: 2024 advisory approval 89.7% of votes cast; annual say-on-pay frequency maintained; 2023 meeting results disclosed (directors, auditor ratification, say-on-pay, frequency) .
Risk Indicators & Red Flags
- Late Section 16 filing: Helmich filed a late Form 3 on July 16, 2024; Donovan filed a late Form 4 in March 2024 for tax withholding on RS vesting .
- Hedging/pledging prohibited for Section 16 insiders, reducing misalignment and margin-call risk .
- No tax gross-ups; no option repricing; conservative pay design (mitigates excess risk) .
Vesting Schedules and Insider Selling Pressure
- Helmich’s 2025 RS grant vests in four quarterly tranches (immediate, 4/1, 7/1, 10/1/2025), potentially adding incremental tradable float at each date; anti-hedging/pledging policy reduces forced selling risk .
- No unvested RS at 12/31/2024; 2024 had no equity grant to Helmich .
Compensation Structure Analysis
- Pay mix: Predominantly fixed salary; limited, discretionary equity; no annual performance bonus disclosed for Helmich or most NEOs in 2024 .
- Incentive design: Committee references TSR, Net Income, and Operating Ratio when making salary/equity decisions, but does not disclose formal weightings/targets; CEO paid salary only given substantial stock ownership .
- No employment contracts or severance obligations; RS double-trigger CoC terms and DC Plan acceleration define change-in-control economics .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Stock Ownership Guidelines | CEO 5x salary; other NEOs 1x salary; eight-year window from 2021 |
| Compliance Tracking | Not disclosed for Helmich |
| Beneficial Ownership | 7,852 shares; <1% of outstanding |
| Anti-Hedging/Pledging | Prohibited; no margin purchases permitted |
Employment Terms (Contractual) – Summary
| Category | Helmich |
|---|---|
| Contract Term & Auto-Renewal | No employment agreement |
| Severance Multiple | None |
| CoC – Trigger Type | Double-trigger for RS; DC Plan vests; distribution elections may change |
| Clawback Triggers | Restatement, misconduct, restrictive covenant breach |
Investment Implications
- Alignment: Conservative pay program, no severance, and clawback/anti-hedging rules support shareholder alignment; however, Helmich’s personal stake is modest at 7,852 shares with guideline compliance status not disclosed .
- Retention/Turnover Risk: Absence of employment contracts or severance may keep fixed costs low but offers limited retention protection; DC Plan balance ($239k) and 2025 RS grants provide near-term retention hooks via quarterly vesting .
- Trading Signals: 2025 vesting cadence (quarterly) could add small, periodic supply; anti-pledging policy reduces forced sales risk; monitor Form 4 filings around vest dates for disposition patterns .
- Performance Context: Macro and freight cycle pressures drove 2024 losses and weaker TSR vs peers; committee references TSR, Net Income, and Operating Ratio for pay decisions, suggesting potential upward/downward equity grant discretion as conditions normalize .