Ronald Booth
About Ronald R. Booth
Ronald R. Booth (age 74 as of February 14, 2025) is an independent director of Marten Transport, Ltd. (MRTN) and has served on the Board since December 2015. Booth is a retired audit partner from KPMG LLP, where he worked from 1973 to 2009 and served as an audit partner beginning in 1984; he holds a B.S. in Accounting from Iowa State University. His background includes extensive financial and accounting experience and advisory work across manufacturing, retail, distribution, and transportation industries; he also served as treasurer and a director for Habitat for Humanity of Minnesota from 2009–2015 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; prior roles at KPMG | 1973–2009; Partner since 1984 | Provided audit and business advisory services across manufacturing, retail, distribution, and transportation industries |
| Habitat for Humanity of Minnesota | Treasurer and Director | 2009–2015 | Non-profit financial stewardship and board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Habitat for Humanity of Minnesota (non-profit) | Treasurer and Director | 2009–2015 | Not-for-profit; no public company directorships disclosed in last five years |
Board Governance
- Independence: Booth is classified as an “independent” director under NASDAQ listing standards .
- Committee memberships and roles: Audit Committee Chair; member of the Nominating/Corporate Governance Committee. Audit Committee members are Booth (Chair), Winkel, Demorest, Iverson; Nominating/Corporate Governance members are Demorest (Chair), Hagness, Bauer, Booth, Jones .
- Financial expertise: The Board determined Booth to be an “audit committee financial expert” under SEC rules .
- Attendance: In 2024, the Board met four times and each director attended all Board meetings, all committee meetings on which they served, and the annual meeting of stockholders (100% attendance) .
- Committee activity: Audit Committee met seven times in 2024; Nominating/Corporate Governance Committee met three times in 2024 .
- Lead Independent Director: Winkel currently serves as Lead Independent Director; following the Annual Meeting, Demorest will assume the role (Booth is not LID) .
- Executive sessions: Independent directors hold executive sessions at least twice per year .
- Indemnification: Director indemnification agreement for Booth executed February 2016 .
Fixed Compensation
| Component | Amount (USD) | Basis | 2024 Detail |
|---|---|---|---|
| Annual Director Retainer | $45,000 | Fixed cash retainer | Non-employee director cash retainer; effective since May 1, 2022 |
| Audit Committee Chair Retainer | $15,000 | Fixed cash chair fee | Chair premium for Audit Committee |
| Meeting Fees | $15,000 | $1,500 per Board meeting; $750 per committee meeting | Booth attended 15 Board and committee meetings in 2024 |
| Total Cash Fees | $75,000 | Retainer + chair + meeting fees | Sum of components for Booth in 2024 |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value (USD) | Pricing Basis | Vesting Terms |
|---|---|---|---|---|---|
| Common Stock (annual director grant upon re-election) | May 7, 2024 | 3,500 | $61,390 | Closing price $17.54 per share on grant date | Not disclosed in proxy |
| Performance Metrics Tied to Director Compensation | Weighting | Threshold/Target | Actual | Payout Effect |
|---|---|---|---|---|
| None disclosed for director equity grants (fixed share grants upon re-election) | — | — | — | — |
Notes:
- No stock options outstanding for any current director as of December 31, 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates | Interlocks/Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | The proxy does not disclose public company directorships for Booth in the past five years |
Compensation Committee Interlocks: None of the 2024 Compensation Committee members were officers or employees of MRTN; no executive officer interlocks were reported .
Expertise & Qualifications
- 36-year tenure at KPMG with audit partner experience from 1984, covering industries relevant to MRTN’s business (manufacturing, retail, distribution, transportation) .
- Audit Committee Financial Expert designation under SEC rules .
- B.S. in Accounting (Iowa State University) .
- Age 74; independent director since December 2015 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Options (Exercisable/Unexercisable) | Pledged as Collateral | Notes |
|---|---|---|---|---|---|
| Ronald R. Booth | 23,749 | <1% | None; no current director options outstanding | Not disclosed; hedging prohibited by policy | Ownership as of February 14, 2025; hedging and short-term/speculative transactions prohibited for directors |
Company capital context:
- Shares outstanding: 81,463,938 as of February 14, 2025 .
Related-Party Transactions Oversight
- Transactions with entities affiliated with other MRTN directors were reviewed/approved under the Audit Committee’s related-party transaction policy, which Booth chairs:
- Bauer Built, Inc. (BBI): $27,000 in 2024; plus $2.2 million paid to tire manufacturers for tires provided by BBI (BBI received commissions); 2023: $195,000; 2022: $477,000 .
- Durand Builders Service, Inc.: $8,000 in 2024 and 2023; $10,000 in 2022 .
- Policy framework and Committee approval standards detailed; authority may be delegated to the Audit Committee Chair between meetings, subject to ratification .
Governance Assessment
- Strengths:
- Audit Committee Chair with deep audit background; designated financial expert enhances financial reporting oversight and cybersecurity/risk oversight credibility .
- Perfect attendance across Board and committee meetings in 2024 supports engagement and diligence .
- Conservative director pay structure (modest cash retainers/meeting fees plus fixed-share annual grant) limits pay-related governance risk; no director options outstanding .
- Hedging prohibition for directors reduces misalignment risk with shareholders .
- Strong shareholder support for executive compensation (98% say-on-pay approval in 2024) signals broader governance/compensation acceptance .
- Potential risk indicators and RED FLAGS:
- Related-party transactions with companies affiliated to other directors (BBI and Durand Builders) approved under policy overseen by the Audit Committee that Booth chairs. While policy-based and disclosed, ongoing business ties with director-affiliated entities can be perceived as governance risk and require continued robust oversight and potential recusal protocols. Amounts: BBI $27k + $2.2m via manufacturers in 2024; Durand Builders $8k in 2024 . RED FLAG: Persistent related-party relationships involving fellow directors under oversight of a committee chaired by Booth .
- Ownership alignment: Booth’s personal stake is <1%, with alignment primarily through fixed annual share grants; absence of options reduces leverage on upside alignment .
- Additional context:
- Lead Independent Director role is separate from Booth (LID currently Winkel; transitioning to Demorest), supporting independent board leadership, while Booth focuses on audit oversight .
Director Compensation Summary (for Booth, 2024)
| Item | Amount (USD) |
|---|---|
| Total Cash (Retainer + Chair + Meetings) | $75,000 |
| Equity (3,500 shares grant-date value) | $61,390 |
| Total | $136,390 |
Committee Activity
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 7 |
| Nominating/Corporate Governance | Member | 3 |
Independence & Attendance
| Attribute | Detail |
|---|---|
| Independence | Independent (NASDAQ) |
| Attendance | 100% of Board and committee meetings; attended Annual Meeting |
Overall implication: Booth’s audit leadership and financial expertise contribute positively to board effectiveness and investor confidence, but the continued presence of related-party transactions with companies tied to fellow directors—albeit under disclosed policy oversight—requires vigilant governance controls to mitigate conflict perceptions .