Randall Baier
About Randall Baier
Randall J. Baier is Executive Vice President and Chief Technology Officer (CTO) at Marten Transport (MRTN), appointed on August 15, 2023; he is a named executive officer in MRTN’s proxy filings since 2023 . MRTN’s performance during his tenure has been challenging: net income fell from $70.4M in 2023 to $26.9M in 2024 (-61.7% YoY), and cumulative total shareholder return (TSR) declined from $172.64 at year-end 2023 to $130.22 at year-end 2024 (base $100 on 12/31/2019) . Executive incentive designs at MRTN tie payouts tightly to net income changes, which resulted in zero cash bonuses to executives in both 2023 and 2024 as net income did not meet plan thresholds .
Past Roles
Not disclosed in MRTN’s DEF 14A; filings list Mr. Baier’s appointment as EVP & CTO but do not provide a prior career biography .
External Roles
Not disclosed in MRTN’s DEF 14A for Mr. Baier .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary rate ($) | $300,000 | $285,000 (temporary reduction effective Sep 9, 2024 from $300,000) |
| Salary paid ($) | $266,576 | $306,923 (27 pay periods) |
Notes:
- Temporary salary cuts approved Sep 2024 to mitigate freight recession impacts; Baier’s base reduced by 5% .
- 2024 salary paid reflects 27 pay periods vs. 26 in 2023 .
Performance Compensation
Annual Incentive – Cash Bonus (Executive Officer Performance Incentive Plan)
| Item | 2023 | 2024 |
|---|---|---|
| Plan metric | % change in net income vs prior year; threshold ≥105% of goal | % change in net income vs prior year; threshold ≥105% of goal |
| Actual company net income change | -36.2% | -61.7% |
| Payout to executives | $0 (threshold not met) | $0 (threshold not met) |
Long-Term Incentive – Performance Unit Awards (PUAs)
| Metric | 2023 | 2024 |
|---|---|---|
| Units granted | 3,000 | 7,466 |
| Grant date fair value ($) | $61,470 | $130,954 |
| Vesting formula | Vest % = YoY net income increase + 10 percentage points; paid in stock | Vest % = YoY net income increase + 10 percentage points; paid in stock |
| Service-based vesting component | 10% service vest each year; 1,400 shares vested in 2023 | 10% service vest each year; 1,847 shares vested in 2024 |
| Value realized on service vest ($) | $29,372 (2023) | $28,832 (2024) |
Stock Options (Retention/Alignment)
| Option Award (Baier) | Status | Strike | Expiration |
|---|---|---|---|
| 4,500 options | Exercisable | $15.167 | Aug 14, 2025 |
| 1,800 options | Exercisable | $17.360 | May 4, 2028 |
| 1,200 options | Unexercisable | $17.360 | May 4, 2028 |
| 1,800 options | Exercisable | $16.930 | Dec 15, 2028 |
| 1,200 options | Unexercisable | $16.930 | Dec 15, 2028 |
Notes:
- Options vest 20% annually over 5 years for each grant .
- As of 12/31/2024, MRTN stock closed at $15.61; Baier’s options were at or above this price, implying no in-the-money value at that date .
Equity Ownership & Alignment
| Ownership Detail (as of Feb 14, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 18,404 |
| Ownership as % of shares outstanding | ~0.023% (18,404 / 81,464,511) |
| Directly owned shares | 8,457 |
| Options exercisable within 60 days | 8,100 |
| Shares distributed post-2/14/2025 (vested PUAs) | 1,847 |
| Unvested performance units outstanding (12/31/2024) | 10,543 units (market value $164,576 at $15.61) |
| Hedging policy | Hedging and short-term/speculative trading prohibited (employees, officers, directors) |
| Clawback policy | Adopted Oct 2, 2023; recovery of erroneously awarded incentive compensation after restatements |
Employment Terms
Change-in-Control Economics (Double-Trigger; as if event on 12/31/2024)
| Component | Amount |
|---|---|
| Lump-sum cash: 1× base salary | $300,000 |
| Lump-sum cash: 1× highest bonus in preceding 3 years | $182,387 |
| Acceleration of unvested performance units (market value) | $164,576 |
| Welfare benefits (12 months) | $15,026 |
| Total | $661,989 |
Key terms:
- Double-trigger: benefits require both a change in control and qualifying termination (without cause or for good reason) within 24 months .
- No excise tax gross-up; provision removed in March 2011 .
- Equity treatment: options may become exercisable; performance units may vest or be cashed out at fair market value at the Committee’s discretion .
Compensation Structure Notes
- Pay mix emphasizes fixed salary with at-risk equity; Baier’s 2024 compensation was ~$306.9K salary and ~$130.95K equity grants, with no cash bonus due to plan results .
- Company-level pay-for-performance: annual cash bonus pool requires net income ≥105% of goal; not achieved in 2023–2024 .
- Performance units align with net income trajectory and include a service-based component, creating retention value even in down cycles .
Governance, Peer Benchmarking, and Shareholder Feedback
- Compensation Committee: independent directors; Chair Kathleen P. Iverson; met 5 times in 2024 .
- Consultant/benchmarking: Grant Thornton analyses in 2017, 2020, 2022; peer group includes Covenant Logistics, Heartland Express, Knight-Swift, P.A.M. Transportation Services, Werner Enterprises .
- Say-on-pay: 98% approval at 2024 Annual Meeting; annual say-on-pay frequency adopted per 2023 vote .
Investment Implications
- Incentive headwinds: zero cash bonuses in 2023–2024 due to net income declines; performance unit formula tied to net income limits near-term upside, while the 10% service vesting still delivers modest stock each year .
- Selling pressure: Baier’s options were not in-the-money at 12/31/2024 (strikes ≥$15.167 vs $15.61 close), reducing near-term exercise/sale incentives; residual selling risk relates to annual service vest shares .
- Retention: Unvested performance units (10,543 units at year-end 2024) and multi-year option schedules support retention; double-trigger severance provides moderate protection without tax gross-ups .
- Alignment and safeguards: Hedging prohibited; clawback adopted in 2023; high say-on-pay support indicates investor acceptance of the pay program despite downturn .