James Hinnendael
About James J. Hinnendael
Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Marten Transport, Ltd. (MRTN). The Compensation Committee specifically cites his “financial expertise and in-depth knowledge of the trucking industry” in setting his pay levels . Marten’s “pay versus performance” disclosure shows company total stockholder return (TSR) of $130.22 on a $100 base over 2019–2024 vs. a peer TSR of $208.70, and net income declined 61.7% in 2024 after declines in 2023, highlighting a challenging macro freight cycle . Hinnendael has longstanding change-in-control arrangements dating back to 2006/2007 (amended 2007; technical amendment 2008), underscoring tenure and continuity in the finance leadership team .
Past Roles
Not disclosed in the DEF 14A for named executive officers; the proxy focuses on compensation, plans, and governance rather than full NEO biographies .
External Roles
Not disclosed in the DEF 14A for named executive officers; no public-company directorships or external board roles for Hinnendael noted .
Fixed Compensation
Summary Compensation (USD) — Hinnendael
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $391,346 | $408,538 | $418,338 |
| Bonus | $324,034 | $0 | $0 |
| Stock Awards (Grant Date Fair Value) | $188,068 | $180,906 | $179,855 |
| Option Awards | $0 | $0 | $0 |
| All Other Compensation | $7,695 | $8,220 | $9,225 |
| Total | $911,143 | $597,664 | $607,418 |
Base Salary Rates
| Effective Date | Annual Base Salary |
|---|---|
| 2023 (effective April 3, 2023) | $412,000 |
| 2024 (temporary reduction effective Sept 9, 2024) | $381,100 |
In September 2024, NEO base salaries were reduced temporarily (CFO -7.5%) to mitigate freight recession impacts; no changes to other pay elements .
Performance Compensation
Annual Cash Incentive Plan (Second Amended and Restated Executive Officer Performance Incentive Plan)
| Year | Metric | Weighting | Threshold/Target/Max | Actual Performance | Payout Detail | Vesting |
|---|---|---|---|---|---|---|
| 2022 | % increase in net income vs prior year | Company metric only | Threshold: 5% increase; Max: 100% of aggregate executive base salary; No formal “target” | Net income up 29.2% YoY | Pool set at 82.8% of aggregate base; CFO bonus paid $324,034 | Cash; paid annually |
| 2023 | % increase in net income vs prior year | Company metric only | Threshold: 5% increase | Net income down 36.2% YoY | No bonus paid | Cash; none paid |
| 2024 | % increase in net income vs prior year | Company metric only | Threshold: 5% increase | Net income down 61.7% YoY | No bonus paid | Cash; none paid |
Performance Unit Awards (2015 Equity Incentive Plan)
| Component | Grant Date | Units Granted | Grant Date Fair Value | Vesting Formula | Service Component | 2024 Vesting (Paid Mar 2025) |
|---|---|---|---|---|---|---|
| PSU Award | May 7, 2024 | 10,254 | $179,855 | Vesting % = (% increase in net income over prior year) + 10 percentage points; payout in shares immediately upon vesting | 10% service vesting component within awards | 4,674 shares vested (service component); value $72,961 (at $15.61) |
Material terms: Annual equity grants typically in May; awards avoid timing around MNPI releases; PSUs are primary executive equity since 2015 . PSUs vest based on audited net income growth plus a fixed 10% service factor; payments are made in shares immediately upon vesting .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 14, 2025)
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| James J. Hinnendael | 143,248 (less than 1%) | Includes 138,574 owned plus 4,674 shares distributed after Feb 14, 2025 relating to vested PSUs |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Status | Quantity | Market Value Basis |
|---|---|---|---|
| Stock Options | None outstanding | — | — |
| Performance Unit Awards | Unearned units not yet vested | 21,798 | $340,267 (at $15.61 per share) |
Policies and Alignment
- Hedging prohibited; no short positions or derivative hedges (exchange funds, prepaid forwards, swaps, collars, etc.) .
- Company-wide clawback policy effective Oct 2, 2023; recovery of erroneously awarded incentive comp after required restatements, administered by the Compensation Committee .
- The 2025 Equity Plan proposal embeds governance features: no re-pricing without shareholder approval, no tax gross-ups, clawbacks, no liberal CIC definitions .
Employment Terms
Employment and Change-in-Control (CIC)
| Term | Detail |
|---|---|
| Employment Agreement | Employed at-will; no individual employment agreement; severance generally discretionary outside CIC; equity forfeiture on termination except CIC acceleration terms |
| CIC Agreements | Double-trigger: termination in connection with/change-in-control required; lump sum 100% base + 1x highest bonus in prior 3 years; welfare benefits for 12 months; PSU acceleration per plan; no excise tax gross-ups (policy eliminated in 2011) |
| CIC Quantification (CFO) | Base $412,000; Highest bonus $324,034; PSU acceleration $340,267; Welfare benefits $135; Total $1,076,436 (as if CIC occurred Dec 31, 2024 with termination same day) |
| Equity Treatment (non-CIC termination) | Unvested PSUs, RSUs, restricted stock forfeited; options if any only exercisable for 3 months to the extent vested; strict cause and adverse action forfeiture/recoupment provisions |
Compensation Structure Analysis
| Element | Observation |
|---|---|
| Mix and pay-for-performance | Roughly 70% of total compensation is non-performance-based (salary + other) for NEOs in 2024; performance portion primarily long-term PSUs; annual cash bonuses zeroed in 2023 and 2024 due to net income declines . |
| Plan rigor | Annual cash plan uses audited net income growth with a 5% threshold; PSUs vest on net income growth plus 10% service vesting; payouts made in shares immediately upon vesting . |
| Governance | No CIC excise tax gross-ups since 2011; clawback policy in place; hedging prohibited; Equity plan forbids option/SAR re-pricing without shareholder approval . |
| Peer benchmarking | Committee uses a trucking peer group (Covenant, Heartland, Knight-Swift, P.A.M., Werner) and external benchmarking (Grant Thornton studies 2017/2020/2022) to calibrate competitive pay levels . |
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- 2024 advisory vote support: over 98% in favor; Board continues annual say-on-pay (preference voted 2023) .
Equity Awards and Vesting Schedule Highlights
| Item | Specifics |
|---|---|
| 2024 PSU vesting paid Mar 2025 | 4,674 shares to CFO (service component); value at $15.61 close on Dec 31, 2024: $72,961 . |
| Outstanding PSU units at YE 2024 | 21,798 for CFO; MV $340,267 at $15.61 . |
| Option exercises | CFO had no options; other NEOs exercised options; CFO’s unexercised options: none . |
Performance & Track Record (Company context)
| Year | Total Stockholder Return (TSR on $100 base) | Net Income ($000s) | YoY Change |
|---|---|---|---|
| 2020 | $128.47 | $69,500 | +13.8% |
| 2021 | $137.88 | $85,428 | +22.9% |
| 2022 | $160.90 | $110,354 | +29.2% |
| 2023 | $172.64 | $70,373 | –36.2% |
| 2024 | $130.22 | $26,922 | –61.7% |
Peer TSR over the same period: $208.70 vs MRTN $130.22 by 2024, indicating underperformance relative to the peer cohort .
Compensation Peer Group
| Peers used for benchmarking |
|---|
| Covenant Logistics Group, Inc. |
| Heartland Express, Inc. |
| Knight-Swift Transportation Holdings Inc. |
| P.A.M. Transportation Services, Inc. |
| Werner Enterprises, Inc. |
Risk Indicators & Red Flags
- Double-trigger CIC benefits reduce windfall risk; no tax gross-ups post-2011 (shareholder-friendly) .
- Hedging prohibited; reduces misalignment risk from derivatives; pledging not specifically disclosed (no explicit pledging policy noted) .
- Equity forfeiture and strong clawback recoupment mechanisms (including adverse action and cause) mitigate misconduct risk .
- No re-pricing of underwater options or SARs without shareholder approval under the 2025 Plan .
- Related-party transactions exist with directors’ affiliated companies (board-level disclosure), but no CFO-specific related party transactions disclosed .
Equity Ownership & Alignment Details
| Guideline/Policy | Status |
|---|---|
| Stock ownership guidelines (executives) | Not disclosed in DEF 14A; SEC-mandated ownership table provided instead . |
| Compliance status | CFO beneficial ownership less than 1% of outstanding shares; immediate settlement of PSU vestings in shares . |
Employment Terms — Additional Provisions
| Provision | Summary |
|---|---|
| At-will employment | All employees, including executives, employed at-will; no standard severance outside CIC . |
| Equity termination treatment | Unvested performance awards/RSUs forfeited on termination absent CIC; vested options limited post-termination exercise window (if applicable) . |
| Plan governance | Board discretion to modify rights post-termination; awards subject to company clawback and forfeiture policies . |
Investment Implications
- Pay-for-performance structure is tightly linked to audited net income growth; with net income down sharply in 2023–2024, CFO cash incentives went to zero, and PSU vesting hinged largely on the 10% service component—suggesting disciplined plan rigor and limited risk of discretionary payouts in downturns .
- Near-term insider selling pressure from option exercises is negligible as CFO holds no options; PSU shares that vested in 2024 were paid in March 2025, creating potential, but not confirmed, liquidity events to monitor via Form 4 filings .
- Double-trigger CIC terms (1x base + 1x highest bonus, plus PSU acceleration and 12 months welfare) cap change-of-control economics and avoid tax gross-ups, reducing parachute risk; quantify CFO CIC exposure at ~$1.08M as of YE2024 .
- Beneficial ownership is modest (<1%), but hedging prohibitions, immediate share settlement of PSUs, and clawback add alignment and governance strength; persistent TSR underperformance versus peers indicates execution risk in current cycle, a factor to weigh alongside compensation alignment signals .