Patricia Jones
About Patricia L. Jones
Patricia L. Jones (age 62) is an independent director of Marten Transport, Ltd. (MRTN) serving since March 2023. She is founder and CEO of Culture Circus LLC (since 2019) and has served as SVP, Human Resources for the National Marrow Donor Program since 2020. Previously, she was Chief Administrative Officer at TCF Financial Corporation (2017–2019) and held executive roles at Arctic Cat, Lifetouch, Allina Health, H.B. Fuller, and Northwest Airlines. The Board cites her extensive executive experience and human resources/corporate governance background as key qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCF Financial Corporation | Chief Administrative Officer | 2017–2019 | Senior corporate officer role at public financial institution |
| Arctic Cat Inc. | Executive positions | Not disclosed | Operating and HR leadership roles |
| Lifetouch Inc. | Executive positions | Not disclosed | Operating and HR leadership roles |
| Allina Health | Executive positions | Not disclosed | Operating and HR leadership roles |
| H.B. Fuller Company | Executive positions | Not disclosed | Operating and HR leadership roles |
| Northwest Airlines, Inc. | Executive positions | Not disclosed | Operating and HR leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Culture Circus LLC | Founder & CEO | 2019–present | Management consulting firm |
| National Marrow Donor Program | SVP, Human Resources | 2020–present | Human capital leadership |
| Royal Neighbors of America | Director | Not disclosed | Chair, Governance Committee; Member, Investment Committee |
Board Governance
- Independence and attendance: Jones is classified as an “independent” director under NASDAQ standards. In 2024 the Board held four meetings and each director attended all Board meetings, all committee meetings on which they served, and the annual meeting of stockholders. Executive sessions of independent directors occur at least twice per year.
- Committee assignments and activity:
- Compensation Committee (member). The committee met five times in 2024; all members are independent.
- Nominating/Corporate Governance Committee (member). The committee met three times in 2024; all members are independent.
- Not a member of the Audit Committee (Booth Chair; Winkel, Demorest, Iverson members; 7 meetings in 2024).
- Lead Independent Director: The Board maintains a lead independent director role; following the 2025 Annual Meeting, Robert L. Demorest will serve as lead independent director.
- Risk, ethics, and controls: The Board and committees oversee enterprise risk; Audit covers financial controls and cybersecurity; Compensation oversees compensation risk; Nominating/Governance oversees board composition, independence, ethics, conflicts. Hedging by directors is prohibited (no hedging/derivatives/short positions). A clawback policy for executive officers became effective Oct 2, 2023.
Fixed Compensation
| Component (Non-Employee Directors) | Amount/Rate | Detail |
|---|---|---|
| Annual cash retainer | $45,000 | No changes since May 1, 2022 |
| Board meeting fee | $1,500 per meeting | Paid per meeting attended |
| Committee meeting fee | $750 per meeting | Paid per meeting attended |
| Chair retainers (if applicable) | Audit Chair $15,000; Compensation Chair $10,000; Nominating/Gov Chair $10,000 | Jones is not a chair |
| Lead Independent Director retainer | $15,000 | Not applicable to Jones |
| Jones – 2024 Cash Fees | $57,750 | $45,000 retainer + $12,750 for 13 Board/committee meetings |
Performance Compensation
| Equity Award | Grant Date | Instrument | Quantity/Terms | Grant-Date Fair Value |
|---|---|---|---|---|
| Annual director grant (Jones) | May 7, 2024 | Shares of common stock upon re-election | 3,500 shares; based on closing price $17.54 | $61,390 |
| Annual director grant policy | 2024 (each non-employee director) | Shares | 3,500 shares (3,000 in each of 2023 and 2022) | Policy description |
| Options outstanding (directors) | As of Dec 31, 2024 | N/A | No current director had any options outstanding | N/A |
| Non-Employee Director compensation cap (plan) | 2025 Equity Plan | Plan limit | $400,000/yr; $600,000 if Chairman/Lead Independent or initial year | Plan limit |
Performance metrics tied to director pay: None disclosed; equity grants to directors are fixed-share grants upon re-election with no performance conditions disclosed.
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Royal Neighbors of America | Mutual/fraternal insurer (non-public) | Director; Chair of Governance; Investment Committee member | No MRTN-related transaction disclosed |
- No other current public company directorships for Jones were disclosed.
Expertise & Qualifications
- Human resources leadership, executive administration, and corporate governance experience cited by the Board as reasons for nomination.
- Active roles on Compensation and Nominating/Governance committees align with HR/governance expertise.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-Of Date | Notes |
|---|---|---|---|---|
| Patricia L. Jones | 6,500 | <1% | Feb 14, 2025 | Shares owned directly; no director options outstanding |
| All directors & executive officers (13 persons) | 18,693,921 | 22.9% | Feb 14, 2025 | Includes family/control holdings; notable founder ownership |
| Top individual holder (context) – Randolph L. Marten | 17,708,236 | 21.7% | Feb 14, 2025 | Founder/executive chairman |
Hedging/pledging: Hedging and short-term/speculative trading by directors is prohibited; pledging is not explicitly addressed in the proxy.
Governance Assessment
- Strengths:
- Independent director with 100% attendance in 2024 across Board and assigned committees; participates on two key committees (Compensation; Nominating/Governance).
- Director compensation structure is modest, formulaic, and equity-aligned via annual share grants; no director options outstanding; no repricing permitted under the 2025 Equity Plan; director compensation capped by plan.
- Company-level governance includes prohibition on hedging, independent committee oversight of related-party transactions, and adoption of a Nasdaq-compliant clawback policy (executives).
- Say-on-pay support exceeded 98% in 2024, signaling broad investor alignment with compensation practices.
- Potential flags/considerations:
- Concentrated founder/insider ownership (Executive Chairman holds ~21.7%) can reduce minority investor influence; underscores importance of strong independent directors like Jones.
- Related-party transactions exist with entities affiliated with other directors (tires/building services) though Audit Committee approves under policy; none involve Jones.
- No explicit disclosure of director stock ownership guideline levels or pledging restrictions; Jones’ current ownership (6,500 shares) is aligned via equity grants but absolute stake is small relative to float (typical for outside directors).
No Jones-specific related-party transactions, legal proceedings, pledging, or hedging were disclosed in the 2025 proxy.