Larry Hagness
About Larry B. Hagness
Larry B. Hagness (age 75) has served as an independent director of Marten Transport, Ltd. since July 1991. He is the Chief Executive Officer and principal stockholder of Durand Builders Service, Inc., and previously served as its President from 1978–2016, bringing decades of operating and small-business leadership experience to MRTN’s board . The board identifies him as independent under NASDAQ standards, and he maintained perfect attendance at all 2024 board and committee meetings and the annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Durand Builders Service, Inc. | Chief Executive Officer; previously President | CEO since 2016; President 1978–2016 | Principal stockholder; retail lumber/home center and general contracting operations |
| Main Street Graphics | Officer and Owner | 1985–2014 | Commercial printing operations leadership |
| Chippewa Valley Technical College | Board of Directors member | 2007–2013 | Regional workforce/education governance experience |
External Roles
| Company/Institution | Role | Public Company? | Tenure |
|---|---|---|---|
| None disclosed for public company boards in past five years | — | — | — |
Board Governance
- Committee memberships: Compensation Committee (member); Nominating/Corporate Governance Committee (member) .
- Chair roles: None (Compensation Committee chaired by Kathleen P. Iverson; Nominating/Corporate Governance chaired by Robert L. Demorest) .
- Independence: Classified as “independent” under NASDAQ standards .
- Attendance: 100% attendance at all 2024 board and committee meetings; individually attended 13 combined meetings, consistent with cash meeting fees disclosed .
- Board structure: Lead independent director presides over executive sessions held at least twice each year (Winkel in 2024; Demorest designated post-2025 annual meeting) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Non-employee director retainer since May 1, 2022 |
| Meeting fees (Board + Committees) | $12,750 | $1,500 per Board meeting and $750 per committee meeting; 13 total meetings attended |
| Chair/Lead Independent premia | $0 | Not a chair; lead independent receives $15,000; committee chairs: Audit $15,000; Comp $10,000; Nom/Gov $10,000 |
| Total cash | $57,750 | Sum of retainer and meeting fees |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Terms |
|---|---|---|---|---|
| Common stock grant (non-employee director annual grant) | May 7, 2024 | 3,500 shares | $61,390 (3,500 × $17.54 close) | Granted upon re-election; proxy does not indicate performance vesting |
| Options outstanding | — | — | — | No current director options as of 12/31/2024 |
Other Directorships & Interlocks
- Public company boards: None disclosed for Hagness in the past five years .
- Committee interlocks: Compensation Committee in 2024 comprised entirely of independent directors; no compensation-committee interlocks with other issuers reported .
- Related-party transactions: Company paid Durand Builders Service, Inc. $8,000 (2024), $8,000 (2023), $10,000 (2022) for building repairs; Audit Committee approved under related-party policy .
Expertise & Qualifications
- Multi-decade operating leadership in construction supplies and contracting; principal stockholder perspective in private enterprise .
- Prior governance role at Chippewa Valley Technical College (2007–2013), contributing to workforce development insights .
- Board tenure since 1991 provides industry familiarity and institutional knowledge for a trucking-focused operation .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Larry B. Hagness | 201,975 | <1% (*) | Consists entirely of shares owned; shares outstanding 81,464,511 on 3/7/2025 |
- Options/derivatives: No director options outstanding as of 12/31/2024 .
- Hedging/pledging: Hedging prohibited under company policy for directors; pledging not specifically disclosed for Hagness .
Governance Assessment
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Strengths:
- Independence, perfect attendance, and active committee service on Compensation and Nominating/Corporate Governance support board effectiveness and oversight .
- Director pay mix includes routine equity grants (3,500 shares) that promote ownership alignment; cash compensation is modest relative to peers in trucking, with structured meeting-based fees reinforcing engagement .
- Related-party transaction with Durand Builders is de minimis and subject to Audit Committee approval under a formal policy, mitigating conflict risk .
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Watch items / RED FLAGS:
- Long tenure (since 1991) may raise perceived independence concerns among some investors despite formal NASDAQ independence status; continued robust executive-session practices and lead independent oversight partially offset this risk .
- Ongoing, even small, related-party payments to an entity he controls require continued monitoring for pricing and process integrity (approved under policy; amounts were $8k in 2024 and 2023) .
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Overall implication: Hagness’s long experience, full engagement, and committee roles support governance stability. The modest, policy-approved related-party activity appears well-controlled; investors should monitor continuation and scale of such transactions, and balance his institutional knowledge against tenure-related independence optics .