Randolph Marten
About Randolph Marten
Randolph L. Marten is Executive Chairman of Marten Transport and was appointed to return as Chairman and Chief Executive Officer effective October 1, 2025 (age 72) . He has been a full-time employee since 1974, a director since 1980, previously served as Chairman (1993–2021) and CEO (2005–2021), and has held multiple senior operating roles, providing 40+ years of executive experience in the trucking industry . Net income fell 61.7% in 2024 amid a freight recession; total shareholder return (TSR) over 2019–2024 ended at $130.22 vs $208.70 for the peer group, illustrating cyclical pressures .
Financial and market performance context:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $874,374,000* | $973,644,000* | $1,263,878,000* | $1,131,455,000* | $963,708,000* |
| EBITDA ($USD) | $192,263,000* | $204,389,000* | $247,583,000* | $200,392,000* | $146,790,000* |
Values retrieved from S&P Global.
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($USD Thousands) | $69,500 | $85,428 | $110,354 | $70,373 | $26,922 |
| TSR: $100 Investment | $128.47 | $137.88 | $160.90 | $172.64 | $130.22 |
| Peer Group TSR | $131.56 | $213.00 | $174.40 | $230.65 | $208.70 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marten Transport, Ltd. | Chairman & Chief Executive Officer (re-appointed) | Oct 2025–present | Leadership transition signaling continuity; previously led company’s transformation to multifaceted platform per company release . |
| Marten Transport, Ltd. | Executive Chairman | May 2021–Sep 2025 | Board leadership and strategy oversight during industry downcycle . |
| Marten Transport, Ltd. | Chairman of the Board | Aug 1993–May 2021 | Long-term governance continuity through growth and cycles . |
| Marten Transport, Ltd. | Chief Executive Officer | Jan 2005–May 2021 | Oversaw expansion and diversification of operating platforms . |
| Marten Transport, Ltd. | President | Jun 1986–Jun 2008 | Operational management during scale-up period . |
| Marten Transport, Ltd. | Chief Operating Officer | Jun 1986–Aug 1998 | Drove execution and operations . |
| Marten Transport, Ltd. | Vice President | Oct 1980–Jun 1986 | Early executive leadership . |
| Marten Transport, Ltd. | Director | Oct 1980–present | Board service since 1980 . |
| Marten Transport, Ltd. | Full-time employee | 1974–present | Company veteran and key insider . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships listed in the director biography (past five years) . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Annual Salary Rate | $794,000 (effective 2022) | $818,000 (effective Apr 3, 2023) | $756,650 (temporary reduction from $818,000 effective Sep 9, 2024) | Temporary reductions approved to mitigate freight recession impact . |
| Salary Paid (Summary Comp Table) | $776,998 | $811,077 | $830,585 | 27 pay periods in 2024 . |
| Bonus (Annual Cash Incentive) | $643,354 (2022) | $0 (2023) | $0 (2024) | Plan requires ≥105% YoY net income; not met in 2023–2024 . |
| Perquisites | Minimal (life insurance, 401(k) match) – | Minimal – | Minimal – | No pension/SERP; limited perqs . |
Performance Compensation
-
Annual Incentive Plan (cash): Second Amended and Restated Executive Officer Performance Incentive Plan; bonus pool is a function of YoY net income vs a goal (≥105%); pool ranges 5%–100% of aggregate base salary; no payouts in 2023–2024; 2022 pool paid 82.8% of salary .
-
Long-term Equity (Performance Units): Vesting percentage equals percentage increase in annual net income over prior year plus 10 percentage points; payouts in stock; service-based component evidenced by 10% tranche vesting in 2023–2024 .
Detailed award data:
| Award Type | Grant Date | Units/Shares | Grant Date FV ($) | Metric | Target/Formula | Actual/Payout Indicators | Vesting/Comments |
|---|---|---|---|---|---|---|---|
| Performance Unit Award | May 7, 2024 | 20,358 units | $357,079 | Net income YoY change + 10 pts | 100% equity-based; no explicit target dollar; formulaic | 2024 net income decreased 61.7% (performance portion likely 0%); service component vested 10% with 9,344 shares acquired on vest across NEOs; for Marten, 9,344 shares vested in 2024 | Vests annually per formula; paid immediately upon vesting . |
| Performance Unit Awards | May 2, 2023 | Included in 57,044 NEO total | Included in SCT ($359,169 for Marten) | Same formula | — | 10% service vest: Marten 9,589 shares vested in 2023 | Paid in stock . |
| Performance Unit Awards | May 2022 | Included in 60,900 NEO total | Included in SCT ($373,333 for Marten, 2022) | Same formula | 2022: cash bonuses paid (82.8% of salary) | 5-year award program; formula-based vesting | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 17,708,236 shares; 21.7% of outstanding (as of Feb 14, 2025) . |
| Vested vs unvested | 43,279 unearned performance units unvested at 12/31/2024; market value $675,585 (at $15.61) . |
| Options | None outstanding for Mr. Marten at 12/31/2024 . |
| Hedging/Pledging | Hedging and short-term/speculative transactions prohibited company-wide . The proxy does not disclose any shares pledged by Mr. Marten . |
| Ownership guidelines | No executive stock ownership guideline disclosure located in proxy; board may impose guidelines under plan administration . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At-will; no employment contract . |
| Change-in-control (CIC) cash severance | 2x base salary plus 2x highest bonus in prior 3 years for Mr. Marten; 24 months welfare benefits; double-trigger (requires qualifying termination in connection with CIC) . |
| Equity on CIC | Committee may accelerate/exercise options; performance unit awards vest if terminated without cause/for good reason within 24 months post-CIC; cash-out permitted at FMV . |
| Gross-ups | No excise tax gross-ups since March 2011 . |
| Clawback | Nasdaq-compliant clawback policy adopted Oct 2, 2023 . |
| Non-compete/Non-solicit | Not specifically disclosed in proxy; stock plans include forfeiture for “cause”/adverse action –. |
Board Governance
| Topic | Details |
|---|---|
| Board service and roles | Director since 1980; Executive Chairman since May 2021; re-appointed Chairman & CEO effective Oct 1, 2025 . |
| Independence | Majority of board independent; Marten is an executive director (non-independent) . |
| Lead independent director | Mr. Winkel served as lead independent director; post-2025 Annual Meeting, Mr. Demorest will be lead independent director . |
| Committees | Marten is not listed on independent committees; Audit (Booth, Winkel, Demorest, Iverson), Compensation (Iverson, Winkel, Hagness, Bauer, Jones), Nominating/Governance (Demorest, Hagness, Bauer, Booth, Jones) . |
| Attendance | Board held four meetings in 2024; all directors attended all board and committee meetings; directors expected to attend annual meeting . |
| Executive sessions | Independent directors hold periodic executive sessions (at least twice a year) . |
| Dual-role implications | Separation of CEO and Chair was adopted in 2021 to improve oversight; from Oct 1, 2025, roles recombine under Marten, which the board may reevaluate over time . |
Director Compensation (as applicable to Marten)
- Company does not pay meeting/retainer fees to directors who are full-time employees; Marten’s compensation is reported under executive compensation, not director compensation .
Compensation Structure Analysis
- Pay-for-performance linkage: No annual cash bonuses in 2023–2024 due to net income not meeting thresholds (≥105% YoY), indicating discipline in downcycle; 2022 paid 82.8% of salary .
- Equity mix and risk: Performance units (formula tied to net income) are primary LTIs; options not awarded to executive officers since 2015, lowering leverage vs options; annual service vesting component at 10% supports retention .
- Temporary salary reductions: 7.5% cut for Marten and several NEOs (effective Sep 9, 2024) to align costs with market conditions .
- Governance protections: No CIC tax gross-ups; double-trigger CIC; Nasdaq clawback and anti-hedging policies in force .
Say-on-Pay & Peer Group
- Say-on-Pay results: Over 98% approval in 2024; company continues with an annual Say-on-Pay frequency supported by >92% in 2023 .
- Compensation peer group: Covenant Logistics, Heartland Express, Knight-Swift, P.A.M. Transportation, Werner; benchmarking supported by Grant Thornton analyses (2017, 2020, 2022) .
Insider Transactions (last 24 months)
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| Aug 19, 2025 | Form 4 | Disposed of 1,500 common shares | Reported by Randolph L. Marten; modest relative to holdings . |
| 2024–2025 | — | PSU vesting distributions | 9,344 shares vested for Marten in 2024 service tranche; paid March 2025 . |
Performance & Track Record
- Leadership transition: Company announced CEO retirement of Tim Kohl; Marten reappointed Chairman & CEO effective Oct 1, 2025; release credits Kohl (and Marten’s leadership) with transforming the firm to a multifaceted business with significant growth through complex environments .
- Multi-year performance: TSR trailed peer group over 2019–2024, reflecting industry headwinds; net income contracted sharply in 2023–2024 vs growth in 2020–2022 .
Investment Implications
- Alignment: Very high insider ownership (≈22%) strongly aligns Marten with shareholders; anti-hedging policy and clawback further support alignment .
- Incentive design: Bonus plan and PSU formula directly tie payouts to net income growth; the absence of 2023–2024 cash bonuses demonstrates downside pay sensitivity—supportive of pay-for-performance. However, sole reliance on net income may amplify cyclicality vs diversified metrics.
- Retention and overhang: Unvested PSUs provide retention without significant option overhang; 2025 Equity Plan proposes modern tools (RSUs/DSUs/SARs) with guardrails (no repricing, no evergreen) to manage dilution over ~3.8 years – .
- Governance risk: Recombining CEO and Chair under Marten from Oct 2025 elevates key-person and oversight risk; presence of a strong lead independent director and fully independent committees partly mitigates this .
- Trading signal: The August 2025 1,500-share sale is de minimis vs holdings; not indicative of selling pressure by itself .
Note: Education not disclosed in the proxy; board biography focuses on tenure and operating experience .