Jerry Bauer
About Jerry M. Bauer
Jerry M. Bauer (age 72) is an independent director of Marten Transport, Ltd. and has served on the Board since January 1997. He is Chairman and Chief Executive Officer of Bauer Built, Inc., a Midwestern distributor of new and retreaded tires and related services, roles he has held since 1980 and 1976, respectively, which the Board cites as relevant operating expertise for a trucking company. Core credentials include long-tenured operating leadership in tire supply and multi-decade board experience in regional enterprises .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bauer Built, Inc. | Chairman of the Board; Chief Executive Officer | Chairman since 1980; CEO since 1976 | Direct operating expertise in a critical cost line for trucking (tires) |
| Security Financial Bank (Durand, WI) | Director | 1992–2022 | Regional financial institution governance experience |
| Mason Companies, Inc. (Chippewa Falls, WI) | Director | 1999–2008 | Consumer/retail board experience |
| Spectrum Aeromed (Fargo, ND) | Director | 2019–2021 | Specialty manufacturing/aviation exposure |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| ABM Equipment (Hopkins, MN) | Director | 2021 | Current non-public board seat |
Board Governance
- Independence and leadership: Bauer is classified as independent under NASDAQ standards. Independent directors hold executive sessions at least twice per year; the Board’s lead independent director during 2024 was Thomas J. Winkel, and following the 2025 Annual Meeting Robert L. Demorest will serve as lead independent director .
- Attendance and engagement: The Board met four times in 2024; every director attended all Board and applicable committee meetings and the annual meeting of stockholders. Bauer’s fee detail shows 13 Board and committee meetings attended in 2024 (cash fees tied to meeting count) .
- Tenure: Director since January 1997 .
Committee Assignments (2024)
| Committee | Role | Chair? |
|---|---|---|
| Compensation Committee | Member | No |
| Nominating/Corporate Governance Committee | Member | No |
| Audit Committee | Not a member | — |
Attendance (2024)
| Measure | 2024 Value |
|---|---|
| Board meetings attended | 100% of 4 meetings |
| Committee meetings attended (committees served) | 100% of meetings on which he served |
| Total Board + committee meetings attended (for fee calc) | 13 meetings |
Fixed Compensation (Director – 2024)
| Component | 2024 Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $45,000 | Policy unchanged since May 1, 2022 |
| Board meeting fee | $1,500 per meeting | — |
| Committee meeting fee | $750 per meeting | — |
| Additional retainers (if any) | Audit Chair $15,000; Comp Chair $10,000; Nominating Chair $10,000; Lead Independent Director $15,000 | Not applicable to Bauer in 2024 |
| Director | Fees Earned in Cash (2024) | Notes |
|---|---|---|
| Jerry M. Bauer | $57,750 | $45,000 annual retainer + $12,750 for attending 13 Board/committee meetings |
Performance Compensation (Equity – Director Program)
| Grant Type | Grant Date | Shares | Grant-Date FMV | Notes |
|---|---|---|---|---|
| Common Stock grant upon re-election | May 7, 2024 | 3,500 | $61,390 | Valued at $17.54 per share (closing price on grant date). All non-employee directors received identical grants in 2024 . |
Note: The proxy does not disclose performance metrics or vesting schedules for director equity grants; awards are reported as common stock grants at re-election with the above grant-date valuation .
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond MRTN .
- Compensation Committee interlocks: None in 2024 (no MRTN executive officers served on a board/compensation committee of an entity with an executive serving on MRTN’s Board or Compensation Committee) .
Expertise & Qualifications
- Operating expertise in tire distribution and services (critical cost input for trucking), as CEO/Chairman of Bauer Built, Inc. .
- Prior governance in financial services and manufacturing contexts through Security Financial Bank, Mason Companies, Spectrum Aeromed, and ABM Equipment .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Jerry M. Bauer | 156,444 | <1% (denoted “* Less than 1%”) |
| Options outstanding (director) | None as of 12/31/2024 | — |
Policy note: Hedging and monetization transactions (e.g., exchange funds, collars, swaps, short positions) are prohibited for directors under MRTN’s hedging policy .
Related-Party Transactions (Conflict Monitoring)
| Counterparty | Relationship | 2022 | 2023 | 2024 | Structure/Notes |
|---|---|---|---|---|---|
| Bauer Built, Inc. (BBI) | Jerry M. Bauer is Chairman & CEO | $477,000 (direct payments) | $195,000 (direct payments) | $27,000 (direct payments) | Tires and related services purchased directly from BBI |
| Tire manufacturers via BBI | BBI supplied tires; manufacturers invoiced MRTN; BBI received commissions | $2.0 million | $2.0 million | $2.2 million | Paid to manufacturers; BBI received commissions on these purchases |
- Governance controls: Company states transactions were on reasonable terms comparable to unaffiliated third parties and were approved under its Related Party Transactions Policy by the Audit Committee (or its Chair between meetings) with annual review for ongoing items .
- Director-specific note: Other than any benefit from his ownership interest in BBI, Bauer receives no compensation or benefits from MRTN’s business with BBI .
Director Compensation Structure Analysis
- Cash vs equity mix: Non-employee director cash retainers/fees unchanged since May 1, 2022, while equity grants increased from 3,000 shares in 2022 and 2023 to 3,500 shares in 2024, modestly shifting mix toward equity alignment year-over-year .
- Equity instruments: Common stock grants at re-election; no director stock options outstanding as of year-end 2024 .
Say-on-Pay & Shareholder Feedback (Context for Board Oversight)
- Say-on-pay approval: Over 98% of votes cast supported executive compensation at the May 7, 2024 Annual Meeting, and the Board continues annual say-on-pay frequency consistent with a >92% 2023 frequency vote favoring annual advisory votes .
Governance Assessment
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Strengths
- Independence and attendance: Independent under NASDAQ standards with 100% attendance of Board and committee meetings in 2024, indicating strong engagement .
- Relevant operating expertise: Decades of tire-supply leadership provide domain insight into a major cost input for MRTN’s operations .
- Ownership alignment: Receives annual equity grants; holds 156,444 shares; hedging is prohibited under policy, supporting alignment with long-term shareholders .
- Committee work: Serves on Compensation and Nominating/Corporate Governance Committees; no compensation committee interlocks in 2024 .
-
Risk indicators and potential red flags
- Related-party exposure: Ongoing tire procurement through BBI (his company) remains a perceived conflict, though amounts directly paid to BBI declined in 2024, and purchases via manufacturers where BBI receives commissions remain material ($2.2 million in 2024). Transactions are reviewed under the Related Party Transactions Policy by the Audit Committee, but investors may scrutinize independence perceptions given his role on the Compensation Committee. Monitor volume, pricing, and approval rigor each year .
- Tenure: Very long tenure (since 1997) may raise independence-perception questions under some governance frameworks, even though NASDAQ independence is affirmed .
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Overall implication
- Bauer brings highly relevant operating expertise and consistent engagement. The recurring related-party tire channel is controlled via formal policy and Audit Committee oversight, but remains the key governance watch item for potential conflicts and perceived independence—particularly given his seat on the Compensation Committee .