Kathleen Iverson
About Kathleen P. Iverson
Independent director of Marten Transport since March 2020; age 68 as of February 14, 2025. Former President, CEO and Chairman of CyberOptics Corporation (2003–2014) and part‑time CEO of Black Hills IP (2014–2016). Designated audit committee financial expert and currently chairs Marten’s Compensation Committee, reflecting finance acumen and public‑company leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CyberOptics Corporation | President, CEO & Chairman | 2003–2014 | Led a publicly traded manufacturing company; board member 1998–2014 |
| Black Hills IP | Chief Executive Officer (part‑time) | 2014–2016 | Led IP services provider |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nortech Systems Incorporated (NASDAQ Capital Market) | Director | 2015–2021 | Public company board service |
| MOCON, Inc. | Director | 2014–2017 | Overlapped with fellow MRTN director Robert Demorest (former CEO) |
| Speed Commerce Inc. | Director | 2008–2014 | Public company board service |
Board Governance
- Independence: Board determined Iverson is independent under NASDAQ standards .
- Attendance: Board met 4 times in 2024; each director attended all Board and applicable committee meetings and the annual meeting; Iverson attended all .
- Executive sessions: Independent directors meet in executive session at least twice per year .
- Lead Independent Director: Thomas Winkel (2024); Robert Demorest to become lead independent director after the 2025 annual meeting .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Chair | 5 | Sets executive pay philosophy; oversees incentives and succession; all members independent |
| Audit Committee | Member | 7 | Oversees financial reporting, controls, cybersecurity, and related‑party transaction approvals; designated “financial expert” |
Fixed Compensation
- Director fee framework (unchanged since May 1, 2022): $45,000 annual retainer; $1,500 per Board meeting; $750 per committee meeting; Chair premiums: Audit $15,000, Compensation $10,000, Nominating/Governance $10,000; Lead Independent Director $15,000 .
| Component (2024) | Amount |
|---|---|
| Annual retainer | $45,000 |
| Compensation Committee Chair fee | $10,000 |
| Meeting fees (17 meetings × applicable rates) | $15,750 |
| Total Cash Fees | $70,750 |
| 2024 Director Compensation Summary | Amount |
|---|---|
| Fees Earned or Paid in Cash | $70,750 |
| Stock Awards (3,500 shares granted May 7, 2024 at $17.54) | $61,390 |
| Total | $132,140 |
Performance Compensation
- Annual equity for non‑employee directors: common stock grants upon re‑election (not performance‑conditioned). Grant sizes increased in 2024.
| Non‑Employee Director Equity Grants | 2022 | 2023 | 2024 |
|---|---|---|---|
| Shares granted | 3,000 | 3,000 | 3,500 |
| 2024 grant date | — | — | May 7, 2024 |
| 2024 grant date fair value | — | — | $61,390 (3,500 × $17.54) |
Performance metrics tied to director compensation: none disclosed; director equity grants are time‑based common‑stock awards .
Other Directorships & Interlocks
- Current public company directorships: none disclosed for Iverson .
- Historical interlock: Served on MOCON’s board (2014–2017) while fellow MRTN director Robert Demorest was its CEO (through 2017); historical network tie, not a current related‑party .
Expertise & Qualifications
- Audit committee financial expert designation .
- Deep public‑company leadership in manufacturing/technology (CyberOptics CEO/Chair/Director) .
- Prior public board experience across electronics manufacturing and measurement systems (Nortech Systems, MOCON, Speed Commerce) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kathleen P. Iverson | 14,250 | <1%* | Consists entirely of shares owned; no director options outstanding as of 12/31/2024 |
- Shares outstanding: 81,464,511 as of March 7, 2025 (record date) .
- Hedging prohibited for directors under company policy; no pledging policy disclosed in proxy .
Governance Assessment
- Strengths: Independent director with audit financial expert credential; full 2024 attendance; chairs the Compensation Committee which employs formulaic, performance‑linked executive incentives and uses external benchmarking (Grant Thornton in 2022/2020/2017) . High shareholder support: say‑on‑pay approval >98% in 2024; annual say‑on‑pay frequency endorsed (~92%) .
- Alignment: Director pay mix emphasizes modest cash and equity ($70,750 cash; $61,390 stock in 2024), with equity grants increased from 3,000 to 3,500 shares in 2024 but remaining moderate; no director options outstanding reduces risk of option repricing .
- Oversight: Audit Committee (where Iverson sits) reviews related‑party transactions; disclosed transactions involve other directors (Bauer/Hagness) and were approved under policy—no Iverson‑specific related‑party exposure noted .
- Structural safeguards: Clawback policy adopted Oct 2, 2023 (executive officers) and 2025 Equity Plan adds clawback/forfeiture, non‑employee director compensation limits ($400,000; $600,000 for Chair/Lead/first‑year), and no option/SAR repricing without shareholder approval .
RED FLAGS
- None specific to Iverson identified in the proxy: no related‑party transactions, no options outstanding, full attendance, independent status confirmed . Historical interlock via MOCON with another MRTN director is a network tie rather than a current conflict .