Sector: Industrials
HEARTLAND EXPRESS INC · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Gerdin has served as CEO and Chairman since 2011 and director since 1996, giving him full accountability for the company's 3-year stock return of -30.3%, which trails the compensation peer group median by 21 percentage points — just above the 20-point trigger for companies with negative absolute returns — and the 5-year record (-43.3% vs peer median +0.8%, a gap of 44 percentage points) confirms this is sustained underperformance rather than a temporary dip, so the 5-year mitigant does not apply.
Mr. Pratt has served as a director since 2006 and chairs the Audit and Risk Committee, giving him substantial tenure overlap with the 3-year underperformance period; the 3-year TSR gap of 21 percentage points versus the peer group triggers a vote against, and the 5-year gap of 44 percentage points confirms the underperformance is not a recent anomaly.
Ms. Neville has served as a director since 2017 and chairs the Nominating and Governance Committee, providing full overlap with the 3-year underperformance window; the 21-percentage-point 3-year gap versus peers triggers a vote against, and the 5-year gap of 44 percentage points confirms the underperformance is not transient.
Mr. Millis has served as a director since 2020, giving him full overlap with the 3-year underperformance period; the 21-percentage-point gap versus the peer group median triggers a vote against, and the 5-year data does not provide a mitigant given the severity of long-run underperformance.
For Analysis
Dr. Lantz joined the board in 2023, which is within the 24-month new-director exemption window, so she is not subject to the TSR underperformance trigger; no other disqualifying factors (overboarding, attendance, independence, or qualification concerns) were identified.
Ms. Hupfeld joined the board in May 2025, well within the 24-month new-director exemption, so she is not subject to the TSR trigger; she brings relevant financial expertise as a CPA and CFO, all meetings were attended, and no other disqualifying factors apply.
Mr. Spalding is a new nominee with no prior service on this board and therefore is exempt from the TSR trigger; his background in finance, private equity, and business school leadership provides relevant experience for the board, and no disqualifying factors were identified.
Four of the seven nominees — Gerdin, Pratt, Neville, and Millis — have tenures that fully overlap with the company's sustained stock underperformance: HTLD's 3-year return of -30.3% trails the disclosed compensation peer group median by 21 percentage points, exceeding the 20-point trigger for companies with negative absolute returns, and the 5-year gap of 44 percentage points prevents any mitigating downgrade. The three remaining nominees (Lantz, Hupfeld, and new nominee Spalding) are exempt under the 24-month new-director rule and receive a FOR vote.
CEO
Mr. Michael J. Gerdin
Total Comp
$1,070,362
Prior Support
97.4%%
The CEO's total compensation of $1,070,362 is almost entirely base salary ($1,050,000) with minimal other compensation and no equity awards, which means fixed pay exceeds 40% of total compensation — in fact it is essentially 100% fixed — a structure that would normally be a concern under pay-mix standards; however, the company explicitly justifies this by noting the CEO personally owns approximately 41.5% of outstanding shares, meaning his wealth is already heavily tied to the stock price without the need for additional equity incentives. Prior-year Say on Pay support was 97.4%, well above the 70% threshold, and other named executive officers receive modest total compensation (averaging around $336,000) with small equity grants, all of which appear reasonable for a company of this size and sector; no individual executive appears materially above benchmark for a trucking company with an $824 million market cap, and the overall program passes the pay-level and pay-for-performance screens given the low absolute compensation levels.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$759,064
Non-Audit Fees
$158,931
Non-audit fees (audit-related fees of $48,500 plus tax fees of $110,431, totaling $158,931) represent approximately 21% of audit fees of $759,064, which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements were identified, so the vote is FOR.
The 2026 Heartland Express annual meeting presents a contested director slate where four long-tenured board members (including the CEO/Chairman) receive AGAINST votes due to sustained stock underperformance — the company's 3-year return of -30.3% trails the peer group median by 21 percentage points with no 5-year mitigant available — while three newer directors receive FOR votes; the auditor ratification and Say on Pay proposals both pass their respective policy screens and receive FOR votes.
6 companies disclosed in 2026 proxy filing
