Kent D. Rigdon
HEARTLAND EXPRESSAbout Kent D. Rigdon
Kent D. Rigdon, age 61, is Chief Operating Officer (COO) of Heartland Express (HTLD) since July 2022, previously Vice President of Sales (May 2014–June 2022), and has served in operations and sales roles since 2002, bringing 35 years of transportation industry experience . Company performance context during his COO tenure: Net Income was $133.6M (2022), $14.8M (2023), and $(29.7)M (2024); Operating Ratio moved from 80.5% (2022) to 96.5% (2023) and 101.9% (2024); Company TSR value of a fixed $100 investment stood at $76.09 (2022), $71.11 (2023), and $56.33 (2024), against peer TSR $138.87 (2022), $152.09 (2023), $146.78 (2024) . Management notes 2022 acquisitions expanded scale (from $607.0M 2021 revenue to $1.2B in 2023 and $1.0B in 2024) amid freight headwinds and debt incurred for deals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Heartland Express | Chief Operating Officer | Jul 2022–present | Company-wide operations leadership; integration period post-2022 acquisitions |
| Heartland Express | Vice President of Sales | May 2014–Jun 2022 | Commercial execution; customer relationship expansion |
| Heartland Express | Operations and Sales roles | 2002–2014 | Operational and sales execution across business units |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $292,865 | $314,630 | $327,840 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | — | — | — |
| All Other Compensation ($) | $19,184 (Tuition Plan) | $19,810 (Tuition Plan) | $15,492 (Tuition Plan) |
Notes:
- Kent’s “Annualized Salary” rate for 2024 was $327,600 (rate disclosure; payroll timing may differ) .
- Perquisites: Tuition Plan benefit for pre-Aug 2001 hire includes tuition, room, and board; annual Company contributions are performance-based .
Performance Compensation
| Grant/Plan | Metric | Weighting | Target | Actual (2024 unless stated) | Payout | Vesting |
|---|---|---|---|---|---|---|
| Long-term equity (Restricted Stock) | Not formulaic; discretionary | Not disclosed | Not disclosed | No 2024 grant for Kent | N/A | N/A |
| Company performance (used by Committee for pay decisions) | Total Shareholder Return | Not disclosed | Not disclosed | TSR value of $100: $56.33 (2024) | Informal input to salary/equity | N/A |
| Company performance (used by Committee for pay decisions) | Net Income | Not disclosed | Not disclosed | $(29.7)M (2024) | Informal input to salary/equity | N/A |
| Company performance (used by Committee for pay decisions) | Operating Ratio | Not disclosed | Not disclosed | 101.9% (2024) | Informal input to salary/equity | N/A |
2025 RSU grant and vesting schedule for Kent D. Rigdon:
- 1,000 restricted shares granted on Jan 1, 2025; tranches: 250 vested immediately; 250 vest on Apr 1, 2025; 250 on Jul 1, 2025; 250 on Oct 1, 2025 .
Company performance context (Committee’s most important measures):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR value of $100 | $86.34 | $82.99 | $76.09 | $71.11 | $56.33 |
| Peer Group TSR value of $100 | $112.49 | $155.32 | $138.87 | $152.09 | $146.78 |
| Net Income ($M) | $70.8 | $79.3 | $133.6 | $14.8 | $(29.7) |
| Operating Ratio (%) | 85.5% | 82.6% | 80.5% | 96.5% | 101.9% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,394 shares (as of Mar 10, 2025) |
| Ownership % of outstanding | Less than 1% |
| Vested vs unvested shares | No outstanding/Unvested awards at 12/31/2024; 2025 grant vests quarterly (see schedule) |
| Options (exercisable/unexercisable) | None disclosed; Company uses restricted stock; no option repricing/backdating |
| Shares pledged/hedged | Prohibited by policy; no hardship exceptions (hedging, pledging, margin purchases prohibited) |
| Stock ownership guidelines | NEOs: 1× base salary; CEO: 5×; 8 years from 2021 to comply (through 2029) |
| Compliance status | Not disclosed; within guideline timeline (through 2029) |
| Deferred Compensation Plan balance | $837,773 aggregate balance at 12/31/2024; 2024 contributions $39,000; 2024 earnings $135,123 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment contract | None; no employment contracts for NEOs |
| Severance | None; no severance obligations for NEOs |
| Change-of-control (COC) | RSU plan has double-trigger vesting (COC + qualifying termination within 24 months); DC Plan employer contributions fully vest at COC; distribution election changes permitted at COC |
| Estimated COC value (as of 12/31/2024) | Accelerated RSUs: $0 (no unvested RSUs); Accelerated DC Plan: $837,773 |
| Clawback | Covers Section 16 officers; recovery for erroneous incentive comp on restatements; broader recovery for misconduct or restrictive covenant breaches |
| Anti-hedging/pledging | Strict prohibition on hedging, pledging, margin purchases; applies to Section 16 insiders |
| Retirement/Deferred comp | Non-qualified DC Plan with pre-tax deferrals; participant-directed investments; Company discretionary contributions (none in 2024); vesting rules for employer contributions; distributions per election upon termination/retirement/COC/death/disability |
| 401(k) and benefits | Multiple plans consolidated effective Jan 1, 2025; highly compensated participation limited; Kent eligible for DC Plan and tuition benefits |
| Perquisites | Tuition Plan payments (2024: $15,492); pre-2001 hire status includes room and board eligibility |
| Peer group for pay benchmarking | Covenant Logistics; Knight-Swift; Marten; P.A.M.; Schneider; Werner |
| Say-on-pay support | 2024 approval 89.7% of votes cast |
Investment Implications
- Pay-for-performance alignment is conservative: fixed salary dominates; no annual cash bonus for Kent; equity usage is limited and discretionary, with a small 2025 RSU grant that vests quarterly—suggesting low near-term selling pressure and modest retention reinforcement .
- Governance protections are strong: strict anti-hedging/pledging, robust clawback, double-trigger COC vesting; no severance or employment contract—reduces parachute concerns and limits misalignment .
- Ownership alignment is modest (2,394 shares), but DC Plan balance is sizable; stock ownership guidelines require 1× salary by 2029—monitor progress to guideline compliance as a signal of alignment over time .
- Execution risk stems from macro freight headwinds and integration hangover: deteriorated 2024 profitability (OR 101.9%, NI negative) used by the Committee as context for pay; continued operational improvement under COO role will be key to future equity awards and retention .