Douglas Petit
About Douglas Petit
Douglas P. Petit is President of Marten Transport, appointed August 30, 2021, with the Compensation Committee citing his operational experience and in-depth knowledge of the trucking industry as key credentials for the role . Company performance metrics during his tenure include cumulative total shareholder return (TSR) decreasing from $137.88 at year-end 2021 to $130.22 at year-end 2024, and net income falling from $70.4M in 2023 to $26.9M in 2024 (down 61.7% YoY), the principal metric used to determine executive incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marten Transport, Ltd. | President | Aug 2021–present | Selected for operational experience and trucking industry depth; leads company-wide operations focus consistent with team-based performance incentives |
External Roles
No external public company directorships or external roles for Mr. Petit are disclosed in MRTN’s filings reviewed.
Fixed Compensation
- Annual base salary rates and recent actions
| Metric | 2023 Rate | 2024 Temporary Rate (effective Sep 9, 2024) | 2025 Reinstated Rate (effective Apr 7, 2025) |
|---|---|---|---|
| Base Salary (President – Douglas P. Petit) | $401,000 | $370,925 | $401,000 |
- Summary Compensation (as reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $380,635 | $397,539 | $407,169 |
| Bonus | $315,166 | $0 | $0 |
| Stock Awards (Performance Units – grant date fair value) | $182,909 | $176,071 | $175,049 |
| Option Awards | $0 | $0 | $0 |
| All Other Compensation (Life insurance + 401(k) match, PTO payout) | $7,538 | $8,220 | $8,535 |
| Total | $886,248 | $581,830 | $590,753 |
Performance Compensation
- Annual cash incentive plan design and outcomes
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Plan metric | % change in net income vs prior-year goal (threshold ≥105%) | % change in net income vs prior-year goal (threshold ≥105%) | % change in net income vs prior-year goal (threshold ≥105%) |
| Company result (Net income, % change) | Net income $110.4M; +29.2% YoY | Net income $70.4M; −36.2% YoY | Net income $26.9M; −61.7% YoY |
| Payout determination | Bonus pool = 82.8% of aggregate base salaries; executives awarded cash bonus equal to 82.8% of annual base salary | No bonus awarded (threshold not met) | No bonus awarded (threshold not met) |
- Equity performance units: grant detail and vesting
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Grant date | May 2022 | May 2023 | May 7, 2024 |
| Units (Maximum) | — | — | 9,980 |
| Grant date fair value ($) | $182,909 | $176,071 | $175,049 |
| Vesting formula | Annual vest % = (% increase in net income YoY) + 10 percentage points; vested shares paid immediately in stock | Same | Same |
| 2024 vesting outcome | Service vesting component of 10%; 3,382 shares vested, value $52,793 at $15.61/share | n/a | n/a |
- Option activity and vesting schedule
| Item | Detail |
|---|---|
| Options exercised in 2024 | 4,500 shares; value realized $33,097 |
| Option grants and schedule | 2018 grant at $15.167, expires Aug 14, 2025; 2021 grant at $17.360, expires May 4, 2028; vest cumulatively 20% on each of first five anniversaries |
| In-the-money value at 12/31/2024 | No value upon change in control acceleration at 12/31/2024; exercise prices exceeded $15.61 share price for all outstanding options |
Equity Ownership & Alignment
- Beneficial ownership components (as disclosed)
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 29,080 (less than 1%) |
| Components | 19,398 shares owned; 6,300 shares purchasable under outstanding options; 3,382 shares distributed after Feb 14, 2025 related to vested performance units |
| Unvested performance units | 20,237 units; market value $315,900 at $15.61/share on 12/31/2024 |
- Alignment policies and practices
- Company prohibits hedging/monetization (e.g., exchange funds, prepaid forwards, swaps, puts, calls, collars) and short-term/speculative trading; insiders subject to formal insider trading policy .
- Nasdaq-compliant clawback policy effective October 2, 2023 covering erroneously awarded incentive-based compensation upon restatements .
Employment Terms
-
Employment status and severance structure
- At-will employment; no individual employment agreement; executive benefits and perquisites are limited (e.g., 401(k) match, insurance) .
- Change-in-control severance agreements (double trigger): upon termination within 24 months of a change in control or at the request of a party to the change in control, lump sum cash equal to 100% of base salary + 1× highest bonus in prior 3 years; 12 months welfare benefits; no excise tax gross-up since 2011 .
-
Change-in-control economics for Douglas P. Petit (as of 12/31/2024)
| Component | Amount |
|---|---|
| Lump sum based on base salary | $401,000 |
| Highest bonus in prior 3 years | $315,166 |
| Accelerated vesting of unvested performance unit awards | $315,900 (at $15.61/share) |
| Welfare benefits | $14,603 |
| Total | $1,046,669 |
- Equity plans on termination/change in control
- Options become immediately exercisable in full on change in control if outstanding ≥ six months; performance units vest in full upon change in control only with qualifying termination within 24 months; Compensation Committee may settle awards in cash at fair market value .
Investment Implications
- Pay-for-performance alignment: Incentives are tightly linked to net income growth; no bonuses paid in 2023–2024 and only service-based vesting occurred in 2024, indicating discipline amid freight recession and earnings declines .
- Near-term selling pressure and vesting cadence: Options expiring August 14, 2025 (4,500 shares) and May 4, 2028 may drive exercise decisions depending on share price; 2024 saw an option exercise (4,500 shares, $33,097 realized), and performance unit shares vested were distributed in March 2025, modestly increasing float from executive distributions .
- Alignment and governance: Hedging is prohibited, clawback is in force, and say-on-pay support exceeded 98% in 2024, reducing governance risk and suggesting shareholders endorse the compensation framework and its emphasis on net income outcomes .
- Retention risk: At-will status is offset by continuing performance unit awards, options, and double-trigger change-in-control protection (1× salary + 1× highest bonus, plus equity acceleration with qualifying termination), implying moderate retention risk with alignment to long-term company performance .
- Benchmarking: Compensation is evaluated against a peer group of truckload carriers (Covenant Logistics, Heartland Express, Knight-Swift, P.A.M. Transportation, Werner), supporting competitive pay positioning without evident inflationary ratcheting in recent years .