Robert Demorest
About Robert L. Demorest
Independent director at Marten Transport (MRTN) since 2007; age 79 as of February 14, 2025. Former President, CEO, and Chairman of MOCON, Inc. (publicly traded), now serving as a business consultant to global companies. Tenure at MRTN includes service on the Audit Committee and chairing the Nominating/Corporate Governance Committee; poised to become Lead Independent Director following the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MOCON, Inc. (public company) | President, CEO, Chairman of the Board | 2000–2017 | Led a worldwide publicly traded organization; relevant public-company leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in proxy |
Board Governance
- Independence: Demorest is classified as an independent director under NASDAQ standards .
- Committees and roles:
- Nominating/Corporate Governance Committee — Chair; met 3 times in 2024; scope includes board composition, director recruitment, governance standards, succession planning (CEO and key executives), stockholder proposals, board/committee self-evaluation, director orientation/education, and ESG risk oversight .
- Audit Committee — Member; met 7 times in 2024; oversees financial reporting, internal controls, IT/cybersecurity risk oversight, auditor appointment/independence, accounting complaints, ethics code for senior finance, and related-party transactions reviews .
- Lead Independent Director — The Board has established the role with significant duties; Demorest will assume this role following the Annual Meeting, including presiding over executive sessions; agenda/input guidance; liaison with Executive Chairman; discretion to require Board consideration of identified risks .
- Executive sessions: Independent directors hold executive sessions at least two times per year, chaired by the Lead Independent Director .
- Attendance and engagement: Demorest attended 15 Board and committee meetings in 2024 (fees breakdown provided below) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Non-employee director retainer (unchanged since May 1, 2022) |
| Committee chair retainer | $10,000 | Nominating/Corporate Governance Committee Chair |
| Meeting fees (2024 actual) | $15,000 | Attended 15 Board/committee meetings; $1,500 per Board meeting, $750 per committee meeting |
| Total cash (2024) | $70,000 | Sum of retainer, chair fee, and meeting fees |
Performance Compensation
| Equity Element | Grant Date | Quantity/Strike | Fair Value | Vesting |
|---|---|---|---|---|
| Common stock grant (annual) | May 7, 2024 | 3,500 shares | $61,390 (3,500 × $17.54 closing price) | Not disclosed |
| Options | — | — | No director options outstanding as of Dec 31, 2024 | — |
Performance metrics tied to director compensation (revenue, EBITDA, TSR, ESG): None disclosed for non-employee directors; director equity grants are time/service-based upon re-election rather than performance-based awards .
Policy context:
- 2025 Equity Incentive Plan approved by Board (subject to stockholder approval) to align equity participation; Compensation Committee serves as plan administrator; includes ability to set ownership guidelines and transfer restrictions to align interests .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| MOCON, Inc. | Chairman of the Board (also CEO/President) | Prior | Publicly traded company; leadership role rather than outside director interlock |
| None disclosed | — | Current | No current public company boards disclosed; no interlocks with competitors/suppliers/customers identified |
Expertise & Qualifications
- Public-company CEO/Chair background with global operations (MOCON) .
- Governance leadership: Chair of Nominating/Corporate Governance Committee; incoming Lead Independent Director .
- Financial oversight: Audit Committee member; not designated “audit committee financial expert” (Booth, Winkel, Iverson hold that designation) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert L. Demorest | 56,874 | <1% | Individual beneficial ownership; no options outstanding for directors |
| Pledging/Hedging | — | — | Company prohibits hedging and short-term/speculative transactions by directors; no pledging disclosure noted |
Ownership guidelines: The plan allows imposition of stock ownership guidelines to align interests, but specific director ownership guideline requirements or compliance status are not disclosed in the proxy .
Governance Assessment
- Board effectiveness and leadership: As Chair of Nominating/Corporate Governance, Demorest influences board composition, succession planning, governance standards, and ESG risk oversight — central to board effectiveness .
- Risk oversight: Audit Committee membership adds direct involvement in financial reporting and key risk domains (IT/cybersecurity), with robust auditor independence and reporting structures; committee met 7 times in 2024, indicating active oversight cadence .
- Independence and alignment: Independent status with modest, standardized cash retainers and annual share grants; no options; hedging prohibited; beneficial ownership of 56,874 shares reflects some alignment while not a controlling interest .
- Attendance/engagement: Documented participation in 15 meetings in 2024 underscores engagement; meeting-fee structure rewards attendance; committee workloads (Audit 7; Nominating 3) are consistent with responsibilities .
- Signals for investor confidence: Transition to Lead Independent Director post-Annual Meeting enhances independent oversight and stakeholder communication, typically viewed positively by governance-focused investors .
- Related-party exposure: Audit Committee explicitly reviews and approves related-party transactions under defined policy thresholds and criteria, mitigating conflict risk; no director-specific related-party transactions disclosed involving Demorest .
- Indemnification and clawback: Standard director indemnification agreements in place; clawback policy applies to executive officers for restatements, not directors; consistent with market practice .
RED FLAGS
- None disclosed specific to Demorest: no pledging, no related-party transactions, no options repricing, and strong committee involvement. Not designated as an “audit committee financial expert,” but is an active Audit Committee member, with financial expert coverage provided by other members .