mrtn20240307_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement.
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
☒	Definitive Proxy Statement.
☐	Definitive Additional Materials.
☐	Soliciting material under Rule 14a-12.

MARTEN TRANSPORT, LTD.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Marten Transport, Ltd. The meeting will be held on May 5, 2026, at 2:00 p.m. local time at the Roger Marten Community Center, 120 South Franklin Street, Mondovi, Wisconsin.

We suggest you carefully read the enclosed Notice of Annual Meeting and Proxy Statement.

We hope you will attend the Annual Meeting. Whether or not you attend, we urge you to complete, sign, date and return the enclosed proxy card in the enclosed envelope in order to have your shares represented and voted at the Annual Meeting.

	Very truly yours,



	Randolph L. Marten Chairman of the Board and Chief Executive Officer

March 17, 2026

MARTEN TRANSPORT, LTD.

129 Marten Street

Mondovi, Wisconsin 54755

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 5, 2026

TO THE STOCKHOLDERS OF MARTEN TRANSPORT, LTD.:

The Annual Meeting of Stockholders of Marten Transport, Ltd. will be held on May 5, 2026, at 2:00 p.m. local time at the Roger Marten Community Center, 120 South Franklin Street, Mondovi, Wisconsin for the following purposes:

To elect seven directors to serve for the next year or until their successors are elected and qualified.

To consider and hold a vote on an advisory resolution to approve executive compensation.

To consider and vote on a proposal to ratify the selection of Grant Thornton LLP as our independent public accountants for 2026.

To transact other business if properly brought before the Annual Meeting or any adjournment thereof.

Only stockholders of record as shown on the books of the Company at the close of business on March 6, 2026, will be entitled to vote at the Annual Meeting or any adjournment thereof.

	By Order of the Board of Directors



	Patrick J. Pazderka Secretary

March 17, 2026

MARTEN TRANSPORT, LTD.

129 Marten Street

Mondovi, Wisconsin 54755

PROXY STATEMENT FOR

ANNUAL MEETING OF STOCKHOLDERS

MAY 5, 2026

INTRODUCTION

A proxy card is enclosed for your use. You are solicited on behalf of the Board of Directors of Marten Transport, Ltd. to MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED. Postage is not required if mailed in the United States. We will pay the cost of soliciting proxies, including preparing, assembling and mailing the proxies. We will also pay the cost of forwarding such material to the beneficial owners of our common stock, par value $.01 per share. Our directors, officers and regular employees may, for no additional compensation, solicit proxies by telephone or personal conversation. We may reimburse brokerage firms and others for the expenses of forwarding proxy material to the beneficial owners of our common stock.

Any proxy given in accordance with this solicitation and received in time for the Annual Meeting will be voted in accordance with the instructions given in the proxy. Any stockholder giving a proxy may revoke it at any time before its use at the Annual Meeting by giving written notice of revocation to our Secretary. The revocation notice may be given before the Annual Meeting, or a stockholder may appear at the Annual Meeting and give written notice of revocation before use of the proxy.

We expect to mail this Proxy Statement, the proxy card and Notice of Meeting to stockholders on or about March 17, 2026.

The terms “we,” “us,” “our,” or the “Company” or similar terms refer to Marten Transport, Ltd.

VOTING OF SHARES

Only holders of common stock of record at the close of business on March 6, 2026 will be entitled to vote at the Annual Meeting. On March 6, 2026, we had 81,589,135 shares of common stock outstanding. For each share of common stock that you own of record at the close of business on March 6, 2026, you are entitled to one vote on each matter voted on at the Annual Meeting. Holders of shares of common stock are not entitled to cumulative voting rights.

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares.

A broker is entitled to vote shares held for a beneficial owner on routine matters. The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm in Proposal No. 3 is a routine matter; and accordingly, a broker is entitled to vote shares held for a beneficial owner on that proposal without instructions from such beneficial owner. On the other hand, absent instructions from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routine matters. We believe, based on the rules of the NYSE, that the election of directors in Proposal No. 1 and the advisory vote on executive compensation in Proposal No. 2 are non-routine matters; and accordingly, brokers do not have authority to vote on such matters absent instructions from beneficial owners. Whether a voting proposal is ultimately determined routine or non-routine is determined by the NYSE. Accordingly, if beneficial owners desire not to have their shares voted by a broker in a certain manner, they should give instructions to their brokers as to how to vote their shares.

Presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of common stock on March 6, 2026 (40,794,568 shares) is required for a quorum to conduct business. In general, shares of common stock represented by a properly signed and returned proxy card will count as shares present at the Annual Meeting to determine a quorum. This is the case regardless of whether the proxy card reflects votes withheld from the election of director nominees or abstentions (or is left blank) or reflects a “broker non-vote” on a matter.

Shares of common stock represented by properly executed proxy cards will be voted as directed on the proxy cards. Proxies signed by stockholders but lacking any voting instructions will be voted in favor of each of the proposals or in favor of management’s recommendation for a proposal, as appropriate. The proxies named on the proxy cards will use their judgment to vote such proxies on any other business that may properly come before the Annual Meeting.

Proposal	Votes Required	Effect of Abstentions	Effect of Broker Non- Votes
Proposal No. 1: Election of Directors	Affirmative vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled to vote thereon This means that nominees receiving more “FOR” votes than “AGAINST” votes will be elected as directors.	Abstentions will have the effect of a vote against the proposal.	Broker non-votes will have no effect.
Proposal No. 2: Advisory Vote on Executive Compensation⁽¹⁾	Affirmative vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled to vote thereon.	Abstentions will have the effect of a vote against the proposal.	Broker non-votes will have no effect.
Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm	Affirmative vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled to vote thereon.	Abstentions will have the effect of a vote against the proposal.	We do not expect any broker non-votes on this proposal.⁽²⁾

(1)	While an advisory vote, the Compensation Committee and Board expect to take in account the outcome of this vote when considering future executive compensation.

(2)	Under applicable NYSE rules, brokers and custodians may vote on a ratification of appointment of independent registered public accounting firm proposal in their discretion; and therefore, we do not expect any broker non-votes on this proposal.

ELECTION OF DIRECTORS

Proposal 1

Nomination

Our Amended and Restated Bylaws provide that the Board shall have at least one member, or a different number of members as may be determined by the Board of Directors or the stockholders. The Nominating/Corporate Governance Committee has recommended to our Board of Directors that the seven persons listed below be nominated for election at the Annual Meeting and our Board has nominated the seven persons listed below. If elected, the individuals will serve until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified. Each of the nominees are members of the present Board of Directors, and each was elected at last year’s Annual Meeting of Stockholders.

The Board recommends a vote FOR the election of each of the nominees listed below. If, before the Annual Meeting, the Board learns that any nominee will be unable to serve because of death, incapacity or other unexpected occurrence, the proxies that would have been voted for the nominee will be voted for a substitute nominee recommended by the Nominating/Corporate Governance Committee and selected by the Board. The proxies may also, at the Board’s discretion, be voted for the remaining nominees. The Board believes that all nominees will be able to serve at the time of the Annual Meeting. No arrangements or understandings exist between any nominee and any other person under which such nominee was selected.

Information about Nominees

The following chart and paragraphs provide information as of the date of this proxy statement about each nominee. The information presented includes information each director has given us about his or her age as of February 13, 2026, all positions currently held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which such director currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees display personal and professional integrity; broad-based business acumen; a high level of understanding of our business and the transportation industry; strategic thinking and a willingness to share ideas; and have a diversity of experiences, expertise and background.

Name of Nominee	Age	Principal Occupation	Director Since

Randolph L. Marten	73	Our Chairman of the Board and Chief Executive Officer	1980

Larry B. Hagness	76	Chief Executive Officer of Durand Builders Service, Inc. Durand, Wisconsin	1991

Jerry M. Bauer	73	Chairman of the Board and Chief Executive Officer of Bauer Built, Inc. Durand, Wisconsin	1997

Robert L. Demorest	80	Business Consultant and Retired President, Chief Executive Officer and Chairman of the Board of MOCON, Inc. Minneapolis, Minnesota	2007

Ronald R. Booth	75	Retired Partner, KPMG LLP Dellwood, Minnesota	2015

Kathleen P. Iverson	69	Retired President, Chief Executive Officer and Chairman of the Board of CyberOptics Corporation Cumberland, Wisconsin	2020

Patricia L. Jones	63	Founder and Chief Executive Officer of Culture Circus LLC Minneapolis, Minnesota	2023

Other Information about Nominees

Randolph L. Marten has been a full-time employee of ours since 1974. Mr. Marten has been a Director since October 1980 and our Chairman of the Board and Chief Executive Officer since October 1, 2025. Mr. Marten also served as our Executive Chairman of the Board from May 2021 to September 30, 2025, our Chairman of the Board from August 1993 to May 2021, our Chief Executive Officer from January 2005 to May 2021, our President from June 1986 to June 2008, our Chief Operating Officer from June 1986 to August 1998 and as a Vice President from October 1980 to June 1986. We believe Mr. Marten’s qualifications to sit on our Board of Directors include his four decades of experience in the trucking industry, including 45 years as an executive officer.

Larry B. Hagness has been a Director since July 1991. Mr. Hagness has been the Chief Executive Officer of Durand Builders Service, Inc., a retail lumber/home center outlet and general contractor, since 2016 and served as the President of Durand Builders Service, Inc. from 1978 to 2016. Mr. Hagness is the principal stockholder of Durand Builders Service, Inc. Mr. Hagness was an officer and owner of Main Street Graphics, a commercial printing company, from 1985 through 2014, and also served on the Board of Directors of Chippewa Valley Technical College from 2007 through 2013. We believe Mr. Hagness’s qualifications to sit on our Board of Directors include his management experience with Durand Builders Service, Inc. and his years of experience as our director.

Jerry M. Bauer has been a Director since January 1997. Mr. Bauer has been the Chief Executive Officer of Bauer Built, Inc. since 1976 and the Chairman of the Board since 1980. Bauer Built is a distributor of new and retreaded tires and related products and services throughout the Midwest. Mr. Bauer also serves on the Board of Directors of ABM Equipment, Hopkins, Minnesota since 2021. Mr. Bauer served on the Board of Directors of Security Financial Bank, Durand, Wisconsin from 1992 through 2022, on the Board of Directors of Mason Companies, Inc., Chippewa Falls, Wisconsin from 1999 through 2008 and on the Board of Directors of Spectrum Aeromed, Fargo, North Dakota from 2019 to 2021. We believe Mr. Bauer’s qualifications to sit on our Board include his operational experience as the Chairman of the Board and Chief Executive Officer of a company that specializes in tires, an important component for a trucking company, combined with his board experience.

Robert L. Demorest has been a Director since December 2007. Mr. Demorest served as the President, Chief Executive Officer and Chairman of the Board of MOCON, Inc., a publicly traded company that provides consulting services and designs, manufactures, markets and services measurement and analytical instruments primarily for food, beverage and pharmaceutical companies world-wide, from 2000 to 2017, at which time he retired. Prior to that time, Mr. Demorest had been President of MOCON, Inc. for more than five years. Mr. Demorest is now a business consultant to global companies, and we believe Mr. Demorest’s qualifications to sit on our Board of Directors include his years of experience as a Chief Executive Officer leading a world-wide, publicly-traded organization.

Ronald R. Booth has been a Director since December 2015. Mr. Booth was employed by KPMG LLP, an international public accounting firm, where he worked from 1973 until his retirement in 2009 and where he served as an audit partner beginning in 1984. During his 36-year tenure with KPMG, Mr. Booth provided audit and business advisory services to clients in various industries, including the manufacturing, retail, distribution and transportation industries. Mr. Booth holds a B.S. in Accounting from Iowa State University. Mr. Booth also served as treasurer and a director for Habitat for Humanity of Minnesota, a not-for-profit organization, from 2009 through 2015. We believe Mr. Booth’s qualifications to sit on our Board of Directors include his extensive financial and accounting experience as an audit partner in a national accounting firm.

Kathleen P. Iverson has been a Director since March 2020. Ms. Iverson retired in 2016 from her position as a part-time Chief Executive Officer of Black Hills IP, a provider of IP, paralegal and trademark services, since 2014. Ms. Iverson served on the Board of Directors of Nortech Systems Incorporated, an electronic manufacturing services company listed on the NASDAQ Capital Market exchange, from 2015 until 2021. She previously served on the Board of Directors of MOCON, Inc. from 2014 until 2017 and Speed Commerce Inc. from 2008 until 2014. Ms. Iverson served as President, Chief Executive Officer and Chairman of the Board of CyberOptics Corporation, a designer and manufacturer of optical process control sensors and measurement inspection systems used in the electronic assembly and semiconductor industries, from 2003 until her retirement in 2014. Ms. Iverson held a variety of positions with CyberOptics beginning in 1998; she was a director from 1998 through 2014. We believe Ms. Iverson’s qualifications to sit on our Board of Directors include her experience as a President, Chief Executive Officer and Chairman of the Board of a publicly traded manufacturing company, combined with her board experience.

Patricia L. Jones has been a Director since March 2023. Ms. Jones is the founder of Culture Circus LLC, a management consulting firm, and has been its Chief Executive Officer since 2019 and has served as SVP HR for the National Marrow Donor Program since 2020. Ms. Jones was Chief Administrative Officer of TCF Financial Corporation from 2017 until 2019. Ms. Jones previously held executive positions at Arctic Cat Inc., Lifetouch Inc., Allina Health, H.B. Fuller Company and Northwest Airlines, Inc. Ms. Jones currently serves on the Board of Directors of Royal Neighbors of America where she is the chair of the governance committee and is a member of the investment committee. We believe Ms. Jones’ qualifications to sit on our Board of Directors include her extensive executive level experience and her background in human resources and corporate governance.

Corporate Governance

Our Board of Directors has adopted an Audit Committee Charter, a Compensation Committee Charter, a Nominating/Corporate Governance Committee Charter, Corporate Governance Standards, Policy Regarding Related Party Transactions, a Clawback Policy, a Code of Ethics for Senior Financial Management and a Code of Ethics/Conduct that applies to all officers, directors, employees and independent contractors. We have posted each of these documents on our website at www.marten.com. The information contained in or connected to our website is not incorporated by reference into or considered a part of this Proxy Statement.

Board Oversight of Risk

Management is responsible for our day-to-day risk management and the Board’s responsibility is to engage in informed oversight of and provide overall direction with respect to such risk management. Our Board administers its risk oversight function directly and through its committees, which includes regular meetings with management to discuss, identify and mitigate potential areas of risk. Our Board’s approach to risk management is to focus on understanding the nature and time horizon of our enterprise risks, to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value, while at the same time overseeing an appropriate level of risk for the Company. The Board evaluates risk taking into consideration the potential timeframe in which the risk exists (e.g., short-term, intermediate-term or long-term) and applies greater oversight of a potential risk based upon the immediacy of the risk being assessed as well as our potential exposure to the risk. The Board and management regularly consult with outside advisors, including, among others, its legal counsel, independent auditors, insurance brokers and information security consultants regarding potential future risks and trends. Although we do not currently have an individual holding the position of Chief Compliance Officer, our Chief Financial Officer is responsible for overseeing and monitoring the processes by which we comply with all applicable laws, regulations, policies and procedures. We believe our current board leadership structure helps ensure proper risk oversight, based on the allocation of duties among committees and the role of our independent directors in risk oversight.

While our Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. As part of its charter, the Audit Committee discusses with management and the independent auditors our adequacy and effectiveness of accounting and financial controls, including our systems to monitor and manage business, information technology and cybersecurity risks. On an annual basis management prepares and presents to the Audit Committee a risk management summary that identifies risks by operational department (e.g., executive, finance, human resources, information systems, maintenance, operations, sales and marketing, risk management and safety), estimated maximum exposure per occurrence, the risk management option and insured level. The Board, its committees and management continually reassess our risk environment based on changing circumstances and new information. The Audit Committee regularly discusses with management our enterprise risk management process, including our major risk exposures, the steps management has taken to monitor and control such exposures, and guidelines and policies to govern our risk assessment and risk management processes. The Audit Committee periodically reports to the Board regarding significant matters identified with respect to the foregoing, including, among others, our risk assessment and risk management approach to cybersecurity and climate change. Our Compensation Committee reviews our overall compensation programs and is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Nominating and Corporate Governance Committee manages risks associated with the Board’s composition and corporate governance practices, as well as director independence, ethics and conflicts of interest. The Board and its committees regularly discuss with management our major risk exposures, including significant emerging risks, their potential impact on us and the steps we take to manage them.

Corporate Governance Standards

Our Corporate Governance Standards provide guidelines which govern the qualifications and conduct of our Board. Our standards are consistent with the corporate governance requirements of the Sarbanes-Oxley Act of 2002 and the corporate governance listing requirements applicable to companies whose securities are listed on the NASDAQ Global Select Market. Our Corporate Governance Standards address, among other matters, the following:

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regular meetings of our Board of Directors;

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attendance by directors at annual meetings of stockholders;

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conduct of Board meetings;

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meetings of independent directors;

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director access to executive officers and employees;

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the composition, membership and selection of our Board of Directors;

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the compensation and evaluation of performance of our Board of Directors and its committees;

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the organization and basic function of Board committees;

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the evaluation of the performance of our Chairman of the Board and Chief Executive Officer; and

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stockholder communications with directors.

Code of Ethics for Senior Financial Management

Our Code of Ethics for Senior Financial Management applies to all of our executive officers, including our Chairman of the Board and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, along with our Senior Vice President of Finance and Controller and other employees performing similar functions who have been identified by the Chairman of the Board, and meets the requirements of the Securities and Exchange Commission, or SEC. We have posted our Code of Ethics for Senior Financial Management on our website at www.marten.com. We intend to disclose any amendments to and any waivers from a provision of our Code of Ethics for Senior Financial Management on our website within five business days following the amendment or waiver.

Risk Considerations in our Compensation Program

Our Compensation Committee has discussed risk as it relates to our compensation policies and practices for our employees and the Committee does not believe our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us because of the way we structure our compensation policies and practices. We structure our compensation policies and practices to consist of both fixed and variable compensation. The fixed (or salary) portion of compensation is designed to provide a steady income regardless of the metrics associated with our business so that employees do not feel pressured to focus exclusively on business metrics to the detriment of our business. The variable component of our pay structure includes stock options, performance-based awards and performance-based cash bonuses. Our stock options generally vest over five years and are only valuable if our stock price increases over time so employees are encouraged to add to our long-term value. Our performance awards vest based upon both increases in our profitability over a five-year period and a service-based vesting component. We believe that our compensation programs have an appropriate mix of fixed and variable compensation to ensure our compensation objectives and philosophy are being met without encouraging our employees to engage in unnecessary or excessive risk-taking that is reasonably likely to have a material adverse effect on us. Our Compensation Committee regularly monitors its compensation policies and practices to determine whether its risk management objectives are being met as it incentivizes our employees.

Hedging Policy

To prevent speculation or hedging of interests in our equity by our employees, we adopted in 2014 a policy prohibiting employees, officers and directors from engaging in any hedging or monetization transactions with respect to our securities, including through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards or other derivative instruments, or through the establishment of a short position in our securities. Under the policy, our employees, officers and directors may not engage in short-term or speculative transactions in our securities, such as short-term trading or publicly traded options which could create heightened legal risk and/or the appearance of improper or inappropriate conduct by such employees, officers or directors.

The information contained in this “Hedging Policy” section shall not be deemed to be “soliciting material” or to be “filed” with the SEC, or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Code of Ethics/Conduct

Our Code of Ethics/Conduct applies to all of our officers, directors, non-driver employees, driver employees and independent contractors. The Code is intended to promote honest and ethical conduct and to provide guidance for the appropriate handling of various business situations. The Code addresses, among other matters, legal and regulatory compliance, insider trading, confidentiality, conflicts of interest, competition and fair dealing, financial reporting and record-keeping, protection and proper use of our assets, and the reporting of illegal or unethical behavior. Employees may anonymously report possible violations of the Code via a toll-free telephone number, which is monitored by the chair of our Audit Committee. Waivers of the Code for officers and directors may be made only by our Board and will be promptly disclosed if and as required by law or NASDAQ listing requirements. We have posted our Code of Ethics/Conduct on our website at www.marten.com.

Insider Trading Policy

Within each of our Code of Ethics we have adopted a formal policy against insider trading which provides guidelines to all of our directors, officers, employees and consultants with respect to trading in our securities, as well as the securities of publicly traded companies with whom we have a business relationship. This policy has been designed to prevent insider trading or even allegations of insider trading.

Clawback Policy

Effective as of October 2, 2023, we adopted a Clawback Policy to comply with the mandatory recovery of erroneously paid compensation rules of the Nasdaq Stock Market. The Clawback Policy, which is administered by our Compensation Committee, applies to our current and former executive officers. Under the Clawback Policy, if we are required to prepare an accounting restatement to correct our material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (collectively, a “Restatement”), we are obligated to recover erroneously awarded incentive-based compensation received from us by the executive officers. Incentive-based compensation includes any compensation that is granted, earned or vested based in whole or in part on the attainment of a financial reporting measure. Erroneously awarded incentive-based compensation is the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on an applicable Restatement.

Board Oversight of Management Succession

On a periodic basis, our Board, with the involvement of our Compensation Committee, reviews our plan for management succession, both in the ordinary course of business and in response to individual situations. Potential candidates for management positions, including the position of Chief Executive Officer, are identified internally within the organization in consultation with our Compensation Committee (which oversees the evaluation of management) and our Chief Executive Officer, as well as externally through various sources. The succession planning process also addresses the continuing development of appropriate leadership skills for internal candidates for Chief Executive Officer, as well as candidates for our other leadership positions. To aid in its planning, our Board regularly requests contact with non-executive members of management in order to have visibility into potential internal management succession candidates. Our Board also regularly engages in discussions with our Chief Executive Officer regarding long-range plans for officer development and succession.

The Compensation Committee addresses management succession and executive development in connection with its review of officer elections, promotions and compensation matters during each year. Effective October 1, 2025, our Board approved the appointment of Randy Marten as our Chairman of the Board and Chief Executive Officer. Tim Kohl retired from the Company on September 30, 2025. In May 2021, our Board approved the appointment of Mr. Kohl as our Chief Executive Officer. Mr. Kohl succeeded Mr. Marten, who had served as our Chief Executive Officer from January 2005 to May 2021. Mr. Marten has also served as Executive Chairman of the Board from May 2021 to September 30, 2025. In August 2021, our Board appointed Doug Petit as our President. Mr. Petit succeeded Mr. Kohl, who had served as our President since 2008. In August 2023 and December 2023, our Board appointed Randy Baier and Adam Phillips as our Executive Vice President and Chief Technology Officer and as our Executive Vice President and Chief Operating Officer, respectively.

Board and Board Committees

We continue to monitor the rules and regulations of the SEC and NASDAQ to ensure that a majority of our Board remains composed of “independent” directors. Mr. Hagness, Mr. Bauer, Mr. Demorest, Mr. Booth, Ms. Iverson and Ms. Jones are all “independent” directors, as defined by current NASDAQ listing standards. Our independent directors hold meetings, referred to as “executive sessions,” on a periodic basis and at least two times each year, at which only the independent directors are present. Following our 2025 Annual Meeting, Mr. Demorest was appointed as our lead independent director to preside at executive sessions of our independent directors. Thomas J. Winkel, who did not seek reelection at our 2025 Annual Meeting, previously served as our lead independent director.

Our Board of Directors held five meetings during 2025, and each director then in office attended all Board meetings, as well as all meetings of committees of the Board on which they served and the annual meeting of stockholders. The Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating/Corporate Governance Committee. Our Board of Directors adopted a policy that all directors are expected to attend our annual meeting of stockholders and we generally schedule a meeting of the Board on the same day as our annual meeting of stockholders in order to facilitate attendance of all directors at the annual meeting.

Leadership Structure of the Board

We believe that effective board leadership structure can depend on the experience and skills of the individuals as well as the needs of our Company at any point in time. Our Corporate Governance Standards support flexibility in the structure of the Board by not requiring the separation of the roles of Chairman of the Board and Chief Executive Officer. Effective October 1, 2025, our Board approved the appointment of Randy Marten as our Chairman of the Board and Chief Executive Officer. Tim Kohl retired from the Company on September 30, 2025. In May 2021, in conjunction with the appointment of Mr. Kohl as our Chief Executive Officer, the Board elected Mr. Marten as Executive Chairman of the Board. Prior to May 2021, we combined the offices of Chairman and Chief Executive Officer with Mr. Marten holding both positions.

We currently combine the positions of Chairman of the Board and Chief Executive Officer. We have adopted a counterbalancing governance structure to protect the interests of our stockholders by preventing the Board from being unduly influenced by the combination of these positions. Some components of our counterbalancing governance structure include:

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a designated lead independent director;

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a Board entirely composed of independent members, with the exception of the Chairman and Chief Executive Officer;

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annual election of directors;

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committees entirely composed of independent directors;

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our independent directors hold executive sessions prior to most Board meetings at which only the independent directors are present; and

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established corporate governance standards and ethics guidelines.

The lead independent director presides at executive sessions of our independent directors, as well as performs other duties applicable to that position including, among other duties, providing guidance to the Chairman regarding agendas for Board and committee meetings, advising the Chairman as to the information to be provided the Board for its meetings, chairing meetings of the Board in the event the Chairman cannot be in attendance, providing input on the composition of the Board and acting as principal liaison between the independent directors and the Chairman. The lead independent director also represents the Board in certain communications with stockholders and other stakeholders and has the discretion to require Board consideration of identified risks. The Board has the authority to override our Chief Executive Officer regarding risk matters. Such authority resides with the entire Board, not with any individual director. The lead independent director is expected to foster a cohesive board that cooperates with the Chairman towards the ultimate goal of creating stockholder value.

Audit Committee

The Audit Committee provides assistance to the Board in satisfying its fiduciary responsibilities for our accounting, auditing, operating and reporting practices. In addition to discussing with management and the independent auditors our adequacy and effectiveness of accounting and financial controls, including our systems to monitor and manage business, information technology and cybersecurity risks, the Committee oversees the financial reporting process, has the sole authority to appoint, compensate, retain and oversee the work of our independent registered public accounting firm, reviews and pre-approves all audit services and permissible non-audit services performed by our independent registered public accounting firm, establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters, oversees the establishment and administration of a written code of ethics for our senior financial management, reviews and either approves or disapproves of all related party transactions and performs other related duties delegated to it by the Board. The responsibilities and functions of the Audit Committee are further described in the Audit Committee Report beginning on page 11 of the Proxy Statement. The Audit Committee currently consists of Mr. Booth (Chair), Mr. Demorest and Ms. Iverson. Mr. Thomas J. Winkel served as a director of the Company, and as a member of the Audit Committee, from prior to the beginning of the year through May 6, 2025. Each of the members of the Audit Committee are “independent” as defined by current NASDAQ listing standards and the rules of the SEC. In addition, our Board has determined that Mr. Booth and Ms. Iverson are “audit committee financial experts” as defined by the rules and regulations of the SEC. During 2025, the Audit Committee met seven times.

Compensation Committee

The Compensation Committee establishes the compensation philosophy and policy for our executive officers and other key employees, which includes reviewing and approving corporate goals and objectives relevant to their compensation, reviewing and evaluating their performance, monitoring the effectiveness of our benefit plans and, where appropriate, approving changes, reviewing and approving, or recommending to the full Board of Directors, executive incentive compensation plans and equity-based plans, supervising and overseeing the administration of our incentive compensation and equity-based programs and reviewing the compensation levels of independent directors. The Committee reviews our compensation policies and practices to confirm that such policies and practices do not encourage unnecessary risk taking and reviews and discusses, at least annually, the relationship between risk management policies and practices, corporate strategy and our compensation policies and practices. The Committee serves as the disinterested administrator of our 2025 Equity Incentive Plan. The Committee also periodically reviews a management succession plan and recommends succession decisions to the Board of Directors. The responsibilities and functions of the Compensation Committee, including the use of compensation consultants and the involvement of management in compensation decisions, are further described in the Compensation Discussion and Analysis beginning on page 16 of the Proxy Statement. The Compensation Committee currently consists of Ms. Iverson (Chair), Mr. Hagness, Mr. Bauer and Ms. Jones. Mr. Thomas J. Winkel served as a member of the Compensation Committee from prior to the beginning of the year through May 6, 2025. Each of the members of the Compensation Committee are “independent” directors, as defined by current NASDAQ listing standards. During 2025, the Compensation Committee met four times.

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee reviews and makes recommendations to the Board regarding the size and composition of the Board, considers and recruits candidates for director nominees based upon recommendations from current outside directors, members of management, outside consultants or search firms and stockholders, recommends on an annual basis a slate of director nominees for approval by the Board and the stockholders, reviews our committee structure and membership, reviews and advises the Board regarding our corporate governance standards, advises the Board on emerging corporate governance matters, oversees the development and implementation of succession plans for the CEO and other key executive officers and employees, reviews stockholder inquiries and proposals relating to corporate governance and other matters and recommends to the Board our response to such inquiries and proposals, develops and recommends to the Board for its approval an annual self-evaluation process of the Board and its committees and provides suitable programs for the orientation and continuing education of directors. The Committee also assists the Board in its oversight of key strategic and operational Environmental, Social and Corporate Governance (ESG) risks that we face. The Nominating/Corporate Governance Committee currently consists of Ms. Jones (Chair), Mr. Demorest, Mr. Hagness, Mr. Bauer and Mr. Booth. Mr. Demorest served as Chair of the Nominating/Corporate Governance Committee through May 6, 2025. Each of the members of the Nominating/Corporate Governance Committee are “independent” directors, as defined by current NASDAQ listing standards. During 2025, the Nominating/Corporate Governance Committee met four times.

In evaluating and determining whether to recommend a person as a candidate for election as a director, the Nominating/Corporate Governance Committee’s criteria reflects the requirements of the NASDAQ definitions with respect to independence and financial literacy and the following factors: our needs with respect to the particular talents and experience of our directors; personal and professional integrity of the candidate; level of education and/or business experience; broad-based business acumen; the level of understanding of our business and the transportation industry; strategic thinking and a willingness to share ideas; and diversity of experiences, expertise and background. Because the Committee believes it is important to create a Board with a diversity of experience, expertise, gender, race and ethnicity, the Committee will commit to include in each search candidates who reflect diverse backgrounds, including diversity of gender, race and ethnicity. The Committee will use these criteria to evaluate potential nominees and will not evaluate proposed nominees differently depending upon who has made the recommendation.

The Nominating/Corporate Governance Committee will consider proposed nominees whose names are submitted to it by stockholders. For more information, see the information set forth under “Stockholder Proposals and Director Nominations for the Next Annual Meeting.” The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as those recommended as stated above.

In considering whether to recommend any director nominee, including candidates recommended by stockholders, the Nominating/Corporate Governance Committee will apply the criteria set forth in its charter. These criteria include, among other criteria, the candidate’s diversity of experiences, expertise and background, and the Committee’s commitment to include in each search candidates who reflect diverse backgrounds, including diversity of gender, race and ethnicity. The Nominating/Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis prescribed by law.

Audit Committee Report

The Audit Committee of the Board of Directors is composed of three directors and acts under a written charter adopted and approved by the Board of Directors. A copy of the Audit Committee Charter is posted on our website at www.marten.com. All members of the Audit Committee meet the SEC and the NASDAQ definitions of independence and financial literacy for audit committee members. The Audit Committee will periodically review the Audit Committee Charter in light of new developments and may make additional recommendations to the Board of Directors for further revision of the Audit Committee Charter to reflect evolving best practices and changes in applicable laws and regulations.

Management is primarily responsible for the preparation, presentation and integrity of our consolidated financial statements, accounting and financial reporting processes and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Grant Thornton LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our annual consolidated financial statements and of the effectiveness of our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB, and to issue their reports thereon. Grant Thornton LLP also reviews our interim consolidated financial statements in accordance with Statement on Auditing Standards No. 116 (Interim Financial Information). The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the Board of Directors.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and Grant Thornton LLP the audited consolidated financial statements, including Management’s Discussion and Analysis, included in our Annual Report on Form 10-K and the results of Grant Thornton LLP’s review of our interim consolidated financial statements. These reviews included a discussion of:

●

our critical accounting estimates;

●

the reasonableness of significant financial reporting judgments made in connection with our consolidated financial statements, including the quality, and not just the acceptability, of our accounting principles;

●

the clarity and completeness of financial disclosures;

●

the effectiveness of our internal control over financial reporting, including management’s and Grant Thornton LLP’s reports thereon, the basis for the conclusions expressed in those reports and changes made to our internal control over financial reporting during 2025;

●

matters noted by Grant Thornton LLP during its audit of our consolidated financial statements and other material written communications between management and Grant Thornton LLP; and

●

the potential effects of regulatory and accounting initiatives on our consolidated financial statements.

In connection with its audit of our annual consolidated financial statements, the Audit Committee also discussed with Grant Thornton LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, and, with and without management present, reviewed and discussed the results of Grant Thornton LLP’s audit of our annual consolidated financial statements.

The Audit Committee also has received the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the PCAOB regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence and has discussed with Grant Thornton LLP its independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.

AUDIT COMMITTEE

RONALD R. BOOTH (CHAIR)

ROBERT L. DEMOREST

KATHLEEN P. IVERSON

The information contained in the above Audit Committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Director Compensation

We do not pay fees to directors who are our full-time employees, nor do we reimburse them for out-of-pocket expenses of attending Board or committee meetings. No changes to annual retainers or meeting fees have been made since May 1, 2022. Effective that date, we pay each non-employee director an annual retainer of $45,000, a fee of $1,500 for each Board meeting attended, a fee of $750 for each committee meeting attended and reimburse them for out-of-pocket expenses of attending meetings. We also pay our lead independent director an additional annual retainer of $15,000, the Chair of our Audit Committee an additional annual retainer of $15,000, the Chair of our Compensation Committee an additional annual retainer of $10,000 and the Chair of our Nominating/Corporate Governance Committee an additional annual retainer of $10,000. The directors did not receive any other cash compensation for services as directors in 2025.

In 2025, each non-employee director received a grant of 4,500 shares of our common stock upon re-election to the Board. In each of 2024 and 2023, each non-employee director received a grant of 3,500 and 3,000 shares, respectively, of our common stock.

In February 2010, we entered into an indemnification agreement with each of our then-current directors. Under each indemnification agreement, we agree to indemnify the director against liability arising out of performance of their duties to us and to advance expenses, if the requisite standards of conduct are met. The agreement also contains procedural mechanisms and presumptions applicable to any dispute as to whether such standards of conduct are satisfied. In February 2016, March 2020 and March 2023, we also entered into indemnification agreements containing similar terms with Mr. Booth, Ms. Iverson and Ms. Jones, respectively.

The following table provides summary information concerning the compensation of each individual who served as a director of our Company during the fiscal year ended December 31, 2025, other than Randolph L. Marten, our Chairman of the Board and Chief Executive Officer, whose compensation is set forth below under the heading “Compensation and Other Benefits.”

Name	Fees Earned or Paid in Cash			Stock Awards (8)		Total

Ronald R. Booth	$	77,250	(1)	$	57,105	$	134,355

Robert L. Demorest		75,582	(2)		57,105		132,687

Kathleen P. Iverson		72,250	(3)		57,105		129,355

Patricia L. Jones		66,664	(4)		57,105		123,769

Larry B. Hagness		60,000	(5)		57,105		117,105

Jerry M. Bauer		60,000	(6)		57,105		117,105

Thomas J. Winkel		29,218	(7)		-		29,218

(1)	Fees paid consist of $45,000 as an annual retainer, $15,000 for services as the Audit Committee Chair and $17,250 for attending 17 Board and committee meetings.

(2)	Fees paid consist of $45,000 as an annual retainer, $9,758 for services as the lead independent director, $3,574 for services as the Nominating/Corporate Governance Committee Chair and $17,250 for attending 17 Board and committee meetings.

(3)	Fees paid consist of $45,000 as an annual retainer, $10,000 for services as the Compensation Committee Chair and $17,250 for attending 17 Board and committee meetings.

(4)	Fees paid consist of $45,000 as an annual retainer, $6,664 for services as the Nominating/Corporate Governance Committee Chair and $15,000 for attending 14 Board and committee meetings.

(5)	Fees paid consist of $45,000 as an annual retainer and $15,000 for attending 14 Board and committee meetings.

(6)	Fees paid consist of $45,000 as an annual retainer and $15,000 for attending 14 Board and committee meetings.

(7)	Fees paid consist of $15,726 as an annual retainer, $5,242 for services as the lead independent director and $8,250 for attending 8 Board and committee meetings. Mr. Winkel served as a director of the Company from prior to the beginning of the year through May 6, 2025.

(8)

This column reflects the aggregate grant date fair value of 4,500 shares of our common stock granted in 2025 to Mr. Booth, Mr. Demorest, Ms. Iverson, Ms. Jones, Mr. Hagness and Mr. Bauer. The dollar amount for each of the six directors reflects the compensation cost of the 4,500 shares granted on May 6, 2025 based on the closing market price of our common stock of $12.69 per share on that date.

Note	No current director had any options outstanding as of December 31, 2025.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table gives information on the beneficial ownership of our common stock as of February 13, 2026, unless otherwise indicated. The information is given by (a) each stockholder who we know to beneficially own more than 5% of our outstanding common stock, (b) each director, (c) each named executive officer and (d) all of our directors and executive officers as a group.

	Shares of Common Stock Beneficially Owned (1)
Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class

Randolph L. Marten
129 Marten Street
Mondovi, WI 54755		17,713,940	(2)		21.7	%
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001		9,221,304	(3)		11.3	%
Nuance Investments LLC
4900 Main Street, Suite 220
Kansas City, MO 64112		6,267,339	(4)		7.7	%
Christine K. Marten
77 Cecil Johnson Road
Mulberry, TN 37359		5,211,856	(5)		6.4	%
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One
Austin, TX 78746		4,737,681	(6)		6.0	%
Timothy M. Kohl		260,375	(7)		*
Larry B. Hagness		206,475	(5)		*
Jerry M. Bauer		180,944	(5)		*
James J. Hinnendael		146,341	(8)		*
Robert L. Demorest		54,794	(5)		*
Ronald R. Booth		28,249	(5)		*
Douglas P. Petit		27,823	(9)		*
Kathleen P. Iverson		18,750	(5)		*
Randall J. Baier		16,715	(10)		*
Patricia L. Jones		11,000	(5)		*
Adam D. Phillips		9,242	(11)		*
All Directors and Executive Officers as a Group (11 persons)		18,414,273	(12)		22.6	%

*	Less than 1% of the outstanding shares

(1)

Unless otherwise noted, the stockholders have sole voting and investment power for the shares shown. Shares not outstanding but considered beneficially owned because of the right of a person or member of a group to purchase them within 60 days are treated as outstanding only when calculating the amount and percent owned by such person or group.

(2)	Includes 17,702,957 shares owned by Mr. Marten and 10,983 shares distributed to Mr. Marten after February 13, 2026 relating to vested performance awards.

(3)	On January 24, 2024, BlackRock, Inc. reported in a schedule 13G filed with the SEC that, as of December 31, 2023, it beneficially owns and has sole dispositive power over 9,221,304 shares of our stock.

(4)	On January 22, 2026, Nuance Investments LLC reported in a schedule 13G filed with the SEC that, as of December 31, 2025, it beneficially owns and has sole dispositive power over 6,267,339 shares of our stock.

(5)	Consists entirely of shares owned.

(6)

On January 21, 2026, Dimensional Fund Advisors LP reported in a Schedule 13G filed with the SEC that as of December 31, 2025, Dimensional Fund Advisors LP furnishes investment advice to four investment companies and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts. In its role as investment advisor, sub-advisor and/or manager, Dimensional Fund Advisors LP or its subsidiaries may possess investment and/or voting power over the Company’s securities that are owned by such investment companies, trusts and separate accounts. According to the Schedule 13G, the investment companies, trusts and separate accounts beneficially own all such shares of the Company’s stock and Dimensional Fund Advisors LP expressly disclaimed any beneficial ownership of such securities.

(7)	Consists entirely of shares owned by Mr. Kohl. Mr. Kohl retired from the Company on September 30, 2025.

(8)	Includes 140,810 shares owned by Mr. Hinnendael and 5,531 shares distributed to Mr. Hinnendael after February 13, 2026 relating to vested performance awards.

(9)	Includes 21,016 shares owned by Mr. Petit, 2,400 shares that Mr. Petit may acquire under outstanding options and 4,407 shares distributed to Mr. Petit after February 13, 2026 relating to vested performance awards.

(10)	Includes 9,377 shares owned by Mr. Baier, 4,800 shares that Mr. Baier may acquire under outstanding options and 2,538 shares distributed to Mr. Baier after February 13, 2026 relating to vested performance awards.

(11)	Includes 1,846 shares owned by Mr. Phillips, 4,800 shares that Mr. Phillips may acquire under outstanding options and 2,596 shares distributed to Mr. Phillips after February 13, 2026 relating to vested performance awards.

(12)	Includes a total of 12,000 shares that directors and executive officers may acquire under outstanding options and 26,055 shares distributed after February 13, 2026 relating to vested performance awards.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis describes the material elements of the compensation awarded to, earned by and paid to our current and former Chief Executive Officer, our Executive Vice President and Chief Financial Officer and our other executive officers included in the Summary Compensation Table on page 26 below. These individuals are referred to in this Proxy Statement as our “named executive officers.” The discussion below focuses on the information contained in the tables and related footnotes and narrative primarily for 2025 under the heading “Compensation and Other Benefits” below, but also describes actions taken before 2025 to the extent it enhances the understanding of our executive compensation disclosure.

In connection with the discharge of its responsibilities, the Compensation Committee considered the result of the advisory, non-binding “say-on-pay” vote of our stockholders at our 2025 Annual Meeting of Stockholders. Because over 98% of the votes cast by our stockholders approved the compensation programs described in our proxy statement for the 2025 Annual Meeting of Stockholders, the Compensation Committee has not implemented any significant changes to our compensation programs as a result of the stockholder advisory vote.

A non-binding advisory vote on the frequency of future advisory votes on our executive compensation is required to be conducted every six years under Section 14A of the Exchange Act pursuant to the Dodd-Frank Act. At our 2023 Annual Meeting of Stockholders we asked our stockholders to indicate whether they preferred that we hold a say-on-pay vote every year, every two years or every three years. Over 92% of the votes cast by our stockholders approved an advisory vote on an annual basis. In light of the voting results, the Board decided that we will hold an advisory vote on the compensation of named executive officers on an annual basis.

Compensation Objectives and Philosophy

Our executive compensation program is designed to:

●

attract, motivate, retain and reward executive officers and other key employees who are likely to contribute to our long-term success;

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provide a “team” approach where executive officers and key employees with differing functional responsibilities work together to achieve overall strategic objectives;

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create a flexible environment that allows us to grant variable compensation based on actual performance results taking into account internal business goals as well as changing business and economic conditions during times of economic uncertainty;

●

focus management on maximizing stockholder value through equity-based compensation aligned to stockholder returns;

●

provide compensation opportunities depending upon our performance relative to our competitors and changes in our performance over time; and

●

ensure that our compensation program is competitive in the industry.

Our executive compensation program and decisions of the Compensation Committee are based on the following philosophy and principles:

●

As a performance driven company, we favor having a significant component of variable compensation tied to actual results that are evaluated at the end of the year when all of the relevant factors can be taken into account, such as our performance and changing business and economic conditions, over solely fixed compensation.

●

In order to foster cooperation and communication among our executives and among their respective teams, the Compensation Committee and the Board of Directors place primary emphasis on our Company performance (rather than individual performance).

●

We differentiate individual compensation among our executives based on scope and nature of responsibility, education and experience, job performance and potential.

●

We seek to align the interests of our executives with the interests of our stockholders through the use of long-term, equity-based incentive compensation, primarily in the form of performance awards and stock options.

Our primary objective is to provide a total compensation program that establishes competitive base salaries, bonus opportunities that reward above-average performance and equity-based incentive programs designed to achieve sustainable long-term corporate growth and build executive equity ownership in alignment with the interests of our stockholders.

Setting Executive Compensation

In determining the amount of compensation to pay our named executive officers, the Compensation Committee considers factors such as: the executive’s position within the Company and the level of responsibility; skills and experiences required by the executive’s position; the executive’s experience and qualifications; our ability to replace such individual and the overall competitive environment for executive talent; the attainment of or failure to attain our objectives and the difficulty in achieving such desired objectives; individual performance of the executive as measured by the impact of such performance on the attainment of our objectives; our performance in various economic environments; current and historical compensation levels; the executive’s length of service; the Compensation Committee’s view of internal equity and consistency; and other considerations it deems relevant. In analyzing some of these factors, the Compensation Committee from time-to-time reviews competitive compensation data gathered in comparative surveys, as well as publicly available comparable public company information.

In 2022, 2020 and 2017, the Compensation Committee engaged Grant Thornton LLP to conduct an overall benchmarking analysis of our executive compensation program, including a competitive assessment of the base salaries, short-term and long-term incentives, benefits and perquisites paid to our executive officers and to review the equity holdings of our executive officers in comparison to similar executives of other companies in our industry sector. The Compensation Committee continues to use the approach and methodology from a similar review a number of years ago, along with the use of other appropriate published data, to assist it in determining the amount of base salary, annual incentive compensation, total compensation and the form and amount of long-term equity-based incentive compensation to pay our named executive officers. The Compensation Committee believes the information from Grant Thornton LLP’s analysis not only confirmed our approach to structuring our compensation programs but will also be valuable in assisting in the determination of compensation on an ongoing basis.

Our executive compensation program as a whole and each individual element of the program is designed to be competitive in order to attract, motivate and retain executives necessary to the achievement of our Company objectives. We generally target total compensation and each element of total compensation within a reasonable range of our competitive market. In connection with the compensation consulting firm’s analysis of our executive compensation program, we define our industry sector as a peer group of five truckload carriers with approximately $700 million to approximately $7 billion in revenue. We continue to include these companies in our peer group based on their current business profiles being similar to ours and because we believe we compete with these or similar companies for executive talent and for stockholder investments. The companies in our peer group consist of the following:

	●	Covenant Logistics Group, Inc.
	●	Heartland Express, Inc.
	●	Knight-Swift Transportation Holdings Inc.
	●	PAMT CORP
	●	Werner Enterprises, Inc.

Executive Compensation Components

The principal elements of our executive compensation program include:

●

base salary compensation;

●

annual incentive compensation;

●

equity-based compensation; and

●

executive benefits and perquisites.

In addition, our executive compensation program also includes certain change in control arrangements.

Except as described below, the Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid-out compensation, between cash and non-cash compensation or among different forms of non-cash compensation. However, the Compensation Committee’s philosophy is to make a significant portion of an executive’s compensation at risk and based on actual results that are evaluated at the end of the year when all of the relevant factors can be taken into account, such as our financial performance within the changing business and economic conditions. The Compensation Committee believes that since our executive officers have more opportunity to affect our performance, they should be held more accountable for results. It is also the Compensation Committee’s view to keep cash compensation at a competitive level while providing the opportunity to be well rewarded through long-term equity-based incentive compensation in the form of stock options if our stock price performs well over time and, for performance awards, if our net income increases year over year. We believe these equity-based awards to our executive officers help ensure that they have a stake in our long-term success by providing an incentive to improve our overall growth, profitability and value.

Base Salary Compensation

We provide a base salary for our named executive officers, which, unlike some of the other elements of our executive compensation program, is not subject to performance risk. We recognize the need for most executives to receive at least a portion of their total compensation in the form of a guaranteed base salary that is paid in cash regularly throughout the year to support a reasonable standard of living.

We initially fix base salaries for our executives at a level we believe enables us to hire and retain them in a competitive environment and to reward satisfactory individual performance and a satisfactory level of contribution to our overall business objectives. We also take into account the base compensation paid by companies in our peer group.

The Compensation Committee reviews base salaries for our named executive officers each year beginning in April and generally approves any increases at its May meeting held in conjunction with our Annual Meeting of Stockholders. Any increases in base salaries are typically effective in April of that year. This decision is made in May because the Compensation Committee takes the results of the first quarter of each fiscal year into consideration when deciding whether to increase base salaries.

In determining the amount of base salaries for our named executive officers, the Compensation Committee strives to target base salaries within the range of salaries for executives in similar positions and with similar responsibilities at companies in our current peer group. The Compensation Committee’s determinations regarding the base salaries of our named executive officers are also based on a number of other factors, including: the executive’s position within the Company and the level of responsibility; the skills and experience required by the executive’s position; the executive’s experience and qualifications; our ability to replace such individual and the overall competitive environment for executive talent; the executive’s current base salary; the executive’s length of service; the executive’s past performance and the impact of such performance on the attainment of our objectives; competitive compensation data; the Compensation Committee’s view of internal equity and consistency; and other considerations it deems relevant. Following these factors, we typically increase base salaries for executive officers modestly from year to year consistent with our general philosophy of favoring variable, performance-based compensation.

In particular, the Compensation Committee’s determination of base salary for each of the named executive officers included an emphasis on the following factors:

• Mr. Marten’s leadership role as our Chairman of the Board and Chief Executive Officer, length of service with the Company, in-depth knowledge of the trucking industry, position based on competitive compensation data and relative level of responsibility when compared to other executive officers;

• Mr. Hinnendael’s experience and qualifications, including his financial expertise and in-depth knowledge of the trucking industry, position based on competitive compensation data and relative level of responsibility as Executive Vice President and Chief Financial Officer when compared to other executive officers;

• Mr. Petit’s experience and qualifications, including his operational experience in, and in-depth knowledge of, the trucking industry, position based on competitive compensation data and relative level of responsibility as President when compared to other executive officers;

• Mr. Phillips’ experience and qualifications, including his operational experience in, and in-depth knowledge of, the trucking industry, position based on competitive compensation data and relative level of responsibility as Executive Vice President and Chief Operating Officer when compared to other executive officers;

• Mr. Baier’s experience and qualifications, including his technology expertise and in-depth knowledge of the trucking industry, position based on competitive compensation data and relative level of responsibility as Executive Vice President and Chief Technology Officer when compared to other executive officers; and

• Mr. Kohl’s experience and qualifications, including his operational experience in, and in-depth knowledge of, the trucking industry, position based on competitive compensation data and relative level of responsibility as our former Chief Executive Officer when compared to other executive officers. Mr. Kohl retired from the Company on September 30, 2025.

Annual salary rates for the named executive officers are as follows:

	Effective in 2024 (1)		Effective in 2025 (2)(3)

Randolph L. Marten	$	756,650	$	818,000
James J. Hinnendael		381,100		450,000
Douglas P. Petit		370,925		401,000
Adam D. Phillips		294,500		310,000
Randall J. Baier		285,000		300,000
Timothy M. Kohl		694,675		751,000

(1)

Effective September 9, 2024, the Compensation Committee approved the following temporary decreases to base salary of the current named executive officers: Mr. Marten from $818,000 to $756,650; Mr. Hinnendael from $412,000 to $381,100; Mr. Petit from $401,000 to $370,925; Mr. Phillips from $310,000 to $294,500; Mr. Baier from $300,000 to $285,000; and Mr. Kohl from $751,000 to $694,675.

(2)

On May 6, 2025, the Compensation Committee approved the following increases to base salary of the current named executive officers, retroactive to April 7, 2025: Mr. Marten from $756,650 to $818,000; Mr. Hinnendael from $381,100 to $450,000; Mr. Petit from $370,925 to $401,000; Mr. Phillips from $294,500 to $310,000; Mr. Baier from $285,000 to $300,000; and Mr. Kohl from $694,675 to $751,000.

(3)	The Compensation Committee reviews base salaries for our named executive officers each year beginning in April and generally approves any increases beginning with its May meeting held in conjunction with our Annual Meeting of Stockholders.

For 2025, base salaries accounted for 69.4% of total compensation for our Chairman of the Board and Chief Executive Officer and 55.7% on average for the other named executive officers. We typically increase base salaries for executive officers modestly from year to year consistent with our general philosophy of favoring discretionary incentive compensation.

In support of our cost reduction initiatives to mitigate the considerable duration and depth of the freight market recession’s impact on our operations, the Compensation Committee approved management’s recommendation to temporarily reduce the named executive officer base salaries effective September 9, 2024. The base salaries of Mr. Marten, Mr. Kohl, Mr. Hinnendael and Mr. Petit were each reduced by 7.5%, while the base salaries for Mr. Phillips and Mr. Baier were each reduced by 5.0%. The temporary reduction in base salaries did not affect any other items of compensation.

On May 6, 2025, the Compensation Committee approved the reinstatement of the base salaries for each of our named executive officers and an increase in the base salary of Mr. Hinnendael from $412,000 to $450,000, retroactive to April 7, 2025.

Annual Incentive Compensation

Second Amended and Restated Executive Officer Performance Incentive Plan

In March 2011, the Compensation Committee adopted the Executive Officer Performance Incentive Plan. The Executive Officer Performance Incentive Plan provided for cash bonuses in varying percentages of annual base compensation to the executive officers selected by the Compensation Committee if the diluted net income per share in the award year was 110% or more of the diluted net income per share in the prior year. The award was an amount equal to the percentage increase in the award year’s diluted net income per share over the prior year’s diluted net income per share multiplied by the executive officer’s base salary in the calendar year in which the bonus award was calculated. The award year’s diluted net income per share was our diluted net income per share, determined in accordance with generally accepted accounting principles, prior to accounting for the aggregate value of vesting performance awards, the aggregate value of the cash bonus awards under the plan and the related tax effects for the award year. The prior year’s diluted net income per share was our diluted net income per share, as reported in our audited financial statements, for the prior year. The Compensation Committee was given the discretion to adjust the diluted net income per share for the award year and the prior year to account for extraordinary items affecting the diluted net income per share. The Compensation Committee makes an annual determination of the executive officer participants in the Executive Officer Performance Incentive Plan. In February 2012, the Compensation Committee recommended, and our Board of Directors approved, an amendment effective January 1, 2012 to the Executive Officer Performance Incentive Plan which established a bonus pool calculated as the percentage increase in diluted net income per share as previously defined multiplied by the aggregate base salary for all executive officers. The Compensation Committee makes an annual determination of the executive officer participants in the plan and, at the end of each year, based on the recommendation of the Chief Executive Officer for all officers other than the Chief Executive Officer, the allocation of the bonus pool among the participants.

In December 2015, the Compensation Committee recommended, and our Board of Directors approved and adopted, the Amended and Restated Executive Officer Performance Incentive Plan effective January 1, 2016, which leaves the terms of the original plan unchanged, except that the bonus pool is based upon the percentage change in net income instead of diluted net income per share.

In August 2017, the Compensation Committee recommended, and our Board of Directors approved and adopted, the Second Amended and Restated Executive Officer Performance Incentive Plan effective January 1, 2017. The Second Amended and Restated Executive Officer Performance Incentive Plan leaves the terms of the original plan, as amended, unchanged, except that the bonus pool will be established based upon the percentage change in award year net income being at least 105% of an established net income goal, which is our net income for the prior year, or such other net income goal selected by the Compensation Committee. Award year net income continues to be defined as our net income determined in accordance with generally accepted accounting principles prior to accounting for the aggregate value of vesting performance awards, the aggregate value of the cash bonus awards under the plan, and the related tax effects for the award year. In addition, to the extent the percentage change in award year net income equals or exceeds 105% of the established net income goal, the size of the bonus pool will be determined by a multiplier related to the amount of such increase that results in the aggregate available bonus pool being between 5% and 100% of the aggregate base salary for executive officers.

For each of 2023 through 2025, no cash bonuses were awarded to our executive officers because the current year’s net income was not 105% or more of the prior year’s net income, including the adjustments to prior year earnings for the after-tax aggregate value of vesting performance awards.

Equity-based Compensation

The third component of our executive compensation program consists of equity-based compensation. We award stock options and performance awards to align the interests of our executive officers and key personnel with our stockholders and to increase our long-term value. Through deferred vesting, this component of our compensation program creates an incentive for individuals to remain with us and promote our long-term goals.

We generally grant an option to purchase shares of common stock, along with performance awards, to our key personnel who are not executive officers based primarily upon the individual’s actual and/or potential contribution and our financial performance. To date, all stock options have been granted at fair market value.

Pursuant to our 2025 Equity Incentive Plan and our 2015 Equity Incentive Plan, our named executive officers, as well as other employees, are eligible to receive equity compensation awards, including non-statutory and incentive stock options and restricted stock awards, stock appreciation rights, performance awards, restricted stock units, deferred stock units, stock bonuses and other stock-based awards. For more information concerning the terms of these plans, we refer you to “Compensation and Other Benefits-Grants of Plan-based Awards.” Currently, we provide named executive officers with performance awards.

Stock options and performance awards become valuable as our common stock price increases and the holder remains employed during the period required for the option or performance award to “vest,” and, in the case of performance awards, our overall Company performance objectives are satisfied. This provides an incentive for the holder to remain employed by us. In addition, these agreements link a portion of an employee’s compensation to stockholders’ interests by providing an incentive to achieve corporate goals and increase the market price of our stock.

In May 2023, the Compensation Committee recommended, and our Board of Directors approved, the granting of performance awards under our 2015 Equity Incentive Plan to our current named executive officers and to Mr. Phillips and Mr. Baier, who were subsequently appointed as named executive officers in 2023, totaling 57,044 share awards. This was our fourteenth grant of such awards. The awards will vest and become the right to receive a number of shares of common stock equal to a total vesting percentage multiplied by the number of awards. For purposes of the award, the vesting percentage is equal to the percentage increase, if any, in our net income for the year being measured over the prior year, as reflected in our audited financial statements for each such year, plus ten percentage points. The amount of awards within each of the grants to the named executive officers was tied to the level of each executive officer’s base compensation. All vested awards are to be paid to the named executive officers immediately upon vesting. For additional information concerning the terms of outstanding awards, we refer you to “Compensation and Other Benefits-Grants of Plan-based Awards.”

In May 2024, the Compensation Committee recommended, and our Board of Directors approved, the granting of performance awards under our 2015 Equity Incentive Plan to our current named executive officers totaling 74,464 share awards. The terms of these awards are similar to the awards granted in 2023.

In May 2025, the Compensation Committee recommended, and our Board of Directors approved, the granting of performance awards under our 2015 Equity Incentive Plan to our current named executive officers totaling 98,864 share awards. The terms of these awards are similar to the awards granted in 2023.

The long-term incentive compensation information for our named executive officers during 2025, 2024 and 2023 is included in the Summary Compensation Table on page 26. Additional information on long-term incentive awards is shown in the Outstanding Equity Awards at Fiscal Year-end Table on page 31.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Our equity awards are generally granted on fixed dates determined in advance. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our executives, which coincides with the Company’s regularly scheduled Board meetings, when such equity awards are granted. Annual equity awards are granted to our executives in May of each fiscal year. On limited occasions, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes.

While we do not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material, nonpublic information, our Compensation Committee approves all equity award grants on or before the grant date and does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the Compensation Committee does not time the release of material nonpublic information based on equity award grant dates. Since 2015, the Compensation Committee has not issued option awards to our executives, but has instead issued performance awards.

Executive Benefits and Perquisites; Other Compensation Arrangements

It is generally our policy not to extend significant perquisites to our executives that are not available to our employees generally. The only significant perquisite that we currently provide to our named executive officers is the reimbursement of their current accumulated vacation pay upon appointment as an executive officer.

Our executives receive benefits, which are also received by our other employees, including 401(k) matching contributions and health, dental and life insurance benefits. We do not provide pension arrangements or post-retirement health coverage for our executives or employees.

Each of our employees, including our executive officers, is employed at will and does not have an employment agreement. We have, however, entered into written change in control agreements with each of our executive officers, which provide for certain cash and other benefits upon the termination of the executive officer’s employment with us under certain circumstances, as described below.

In February 2010, we entered into an indemnification agreement with each of our current executive officers. Under each indemnification agreement, we agree to indemnify the executive officer against liability arising out of performance of their duties to us and to advance expenses, if the requisite standards of conduct are met. The agreement also contains procedural mechanisms and presumptions applicable to any dispute as to whether such standards of conduct are satisfied. We also entered into indemnification agreements containing similar terms with Mr. Petit, Mr. Baier and Mr. Phillips in connection with their appointments as executive officers in August 2021, August 2023 and December 2023, respectively.

Change in Control and Post-termination Severance Arrangements

Our 2025 Equity Incentive Plan provides and, previously, our 2015 Equity Incentive Plan provided, that in the event a change in control occurs, then, if approved by the Compensation Committee in its sole discretion either at the time of the grant of the incentive award or at any time after such grant, all options and stock appreciation rights will become immediately exercisable in full and will remain exercisable for the remainder of their terms, all outstanding restricted stock awards will become immediately fully vested and non-forfeitable, and all outstanding performance awards and stock bonuses will vest or continue to vest in accordance with their agreement. Using discretionary authority under the plan, our Compensation Committee approved Non-Statutory Stock Option Agreements which provide that such options become immediately exercisable in full in the event of a change in control with respect to options that have been outstanding for at least six months. Our Performance Award Agreements become immediately vested in full upon a change in control if the grantee’s employment with us is terminated other than for death, cause or the grantee terminating their employment for good reason, on or before the last day of the 24th month after the change in control. In addition, the Compensation Committee in its sole discretion may determine that some or all participants holding outstanding options will receive cash in an amount equal to the excess of the fair market value of such shares immediately prior to the effective date of such change in control over the exercise price per share of the options (or, in the event that there is no excess, that such options will be terminated), and that some or all participants holding performance awards will receive, with respect to some or all of the shares subject to the performance awards, cash in an amount equal to the fair market value of such shares immediately prior to the effective date of such change in control. Using discretionary authority under the plan, our Compensation Committee approved a form of Non-Statutory Stock Option Agreement and a form of Performance Award Agreement that allows such cash payments for all outstanding option and performance award shares for all participants.

In March 2006, the Compensation Committee approved the execution of Change in Control Severance Agreements with each then-current named executive officer pursuant to which we agreed to provide certain benefits to these executives if they are terminated in connection with a change in control. These Change in Control Severance Agreements were effective upon execution and continue until the termination of the executive’s employment or until we terminate the agreement upon fifteen months prior written notice. In August 2007, our Board of Directors approved Amended and Restated Change in Control Severance Agreements for Mr. Marten and Mr. Hinnendael. The Amended and Restated Change in Control Severance Agreements made changes to the Change in Control Severance Agreements previously entered into with these officers, in order to comply with final regulations published by the Internal Revenue Service under an exception to Section 409A of the Internal Revenue Code of 1986, as amended, and there were no changes to the economic terms of the Change in Control Severance Agreements. The Board of Directors also approved a Change in Control Severance Agreement containing similar terms with Mr. Kohl effective in June 2008 in connection with his appointment as President. In December 2008, we made a technical amendment to the Amended and Restated Change in Control Severance Agreements with Mr. Marten and Mr. Hinnendael, and to the Change in Control Severance Agreement with Mr. Kohl. The Board of Directors also approved Change in Control Severance Agreements containing similar terms with Mr. Petit, Mr. Baier and Mr. Phillips effective in August 2021, August 2023 and December 2023, respectively, in connection with their appointments as executive officers.

Under these agreements, these executive officers are entitled to certain benefits if they are terminated either within 24 months of the effective date of a change in control or before the effective date of the change in control if the termination was either a condition to the change in control or was at the request or insistence of a person related to the change in control. These executives will not be considered “terminated” for purposes of these agreements if they die or are terminated for cause. They will, however, be considered “terminated” if they voluntarily leave our employ for “good reason.”

Upon a termination in connection with a change in control, these executives will be entitled to receive a lump sum cash payment of 100% of their base salary (except for Mr. Marten, who will receive 200% of his base salary), plus one times the executive’s highest bonus in the preceding three calendar years (except for Mr. Marten, who will receive two times such amount). In addition, these executives will receive welfare benefits for a period of twelve months (except for Mr. Marten, who will receive such benefits for twenty-four months). These arrangements, including the quantification of the payment and benefits provided under these arrangements, are described in more detail elsewhere in this Proxy Statement under the heading “Compensation and Other Benefits—Potential Payments Upon Termination or Change in Control.”

Prior to March 2011, if an executive was subject to excise tax in connection with our payments under a Change in Control Severance Agreement, we would have made an additional excise tax gross-up payment to the executive equal to the excise tax as a result of the payments under the Change in Control Severance Agreement, including any excise tax as a result of the gross-up payment. In March 2011, due to changing compensation and governance practices, we amended our Change in Control Severance Agreements with our executive officers to provide for no excise tax gross-up.

In order for our named executive officers to receive any other payments or benefits as a result of a change in control of our Company, there must be a termination event, such as a termination of the executive’s employment by our successor without cause or a termination of the executive’s employment by the executive for good reason. The termination of the executive’s employment by the executive without good reason will not give rise to additional payments or benefits either in a change in control situation or otherwise. Thus, these additional payments and benefits will not just be triggered by a change in control, but will also require a termination event described above, and thus are known as “double trigger” change in control arrangements.

We believe that the change in control protections provided in the agreements described above are relevant and an important part of our executive compensation program. We believe that these arrangements mitigate some of the risk that exists for executives working in a company our size, where there is a meaningful likelihood that such company may be acquired. These arrangements are intended to attract and retain qualified executives who may have employment alternatives that may appear to them, in light of a possible change in control, to be less risky absent these arrangements. We also believe similar protections are typically provided by other companies, including companies with which we compete for executive talent, and thus believe we must continue to offer such protections in order to be competitive.

Except for our Change in Control Severance Agreements and award agreements under our 2025 Equity Incentive Plan and our 2015 Equity Incentive Plan, our named executive officers are not party to any employment or severance agreements and are not entitled to any particular severance benefit upon their involuntary termination of employment by the Company. The Compensation Committee may, however, provide severance on a case-by-case basis in its discretion.

Total Compensation Mix

The table below illustrates how total compensation for our named executive officers for 2025 was allocated between performance and non-performance based components, how performance-based compensation is allocated between annual and long-term components and how total compensation is allocated between cash and equity components:

	Total Compensation Mix (Base Salary, Annual Cash Incentives and Equity Incentives)
	% of Total Compensation that is:						% of Performance-Based Total Compensation that is:						% of Total Compensation that is:
	Performance- Based (1)			Not Performance- Based (2)			Annual (3)			Long-Term (4)			Cash- Based (5)			Equity- Based (6)

Randolph L. Marten		29.7	%		70.3	%		—	%		100.0	%		70.3	%		29.7	%
James J. Hinnendael		28.1	%		71.9	%		—	%		100.0	%		71.9	%		28.1	%
Douglas P. Petit		29.5	%		70.5	%		—	%		100.0	%		70.5	%		29.5	%
Adam D. Phillips		29.5	%		70.5	%		—	%		100.0	%		70.5	%		29.5	%
Randall J. Baier		29.4	%		70.6	%		—	%		100.0	%		70.6	%		29.4	%
Timothy M. Kohl (7)		21.0	%		79.0	%		—	%		100.0	%		79.0	%		21.0	%

(1)	The sum of annual cash incentives and long-term equity incentives divided by total compensation.

(2)	The sum of base salary and all other compensation divided by total compensation.

(3)	Annual performance-based cash and equity incentives divided by the sum of annual performance-based cash and equity incentives and long-term performance-based equity incentives.

(4)	Long-term performance-based equity incentives divided by the sum of annual performance-based cash and equity incentives and long-term performance-based equity incentives.

(5)	The sum of base salary, annual cash incentives and all other compensation divided by total compensation.

(6)	Long-term equity incentives divided by total compensation.

(7)	Mr. Kohl retired from the Company on September 30, 2025.

We believe that the above table illustrates general alignment of our 2025 named executive officer compensation with our overall compensation objective and philosophies of aligning the interests of our executives with the interests of our stockholders through the use of long-term, equity-based incentive compensation.

Accounting and Tax Considerations

Section 162(m)

Historically Section 162(m) of the Internal Revenue Code required that we meet specific criteria, including stockholder approval of certain stock and incentive plans, in order to deduct, for federal income tax purposes, compensation over $1 million per individual paid to our named executive officers that qualified as “performance-based compensation.” The federal Tax Cuts and Jobs Act of 2017 removed the “performance-based compensation” exception from Section 162(m). Accordingly, awards made after November 2, 2017, generally are not eligible for the “performance-based compensation” exception and will not be deductible to the extent that they cause the compensation of the affected executive officers to exceed $1 million in any year. Awards that were made and subject to binding written contracts in effect on November 2, 2017, are “grandfathered” under prior law and can still qualify as deductible “performance-based compensation,” even if paid in future years. We were affected by the limitations of Section 162(m) of the Internal Revenue Code in 2025. Our Compensation Committee will continue to monitor these awards and their deductibility if and when paid.

Accounting for Equity-based Compensation

We account for share-based payment arrangements, including our 2025 Equity Incentive Plan and our 2015 Equity Incentive Plan, in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 718, Compensation-Stock Compensation.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the foregoing “Compensation Discussion and Analysis” section of this Proxy Statement with our management. Based on this review and discussion, the Compensation Committee recommended to our Board of Directors that the “Compensation Discussion and Analysis” section be included in this Proxy Statement for filing with the SEC.

This report is dated as of February 20, 2026.

COMPENSATION COMMITTEE

KATHLEEN P. IVERSON (CHAIR)

JERRY M. BAUER

LARRY B. HAGNESS

PATRICIA L. JONES

The foregoing Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended, or to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Proxy Statement, in whole or in part, the foregoing Compensation Committee Report shall not be incorporated by reference into any such filings.

COMPENSATION AND OTHER BENEFITS

Summary Compensation Table

The table below provides information relating to compensation for fiscal years 2025, 2024 and 2023 for our Chief Executive Officer (Principal Executive Officer), Executive Vice President and Chief Financial Officer (Principal Financial Officer) and our other executive officers. The executives named in this table are referred to in this Proxy Statement as our named executive officers. The details of our named executive officers’ compensation are discussed in detail in the Compensation Discussion and Analysis beginning on page 16.

Name and Principal Position	Year	Salary (1)		Bonus		Stock Awards (2)		Option Awards		All Other Compen- sation (3)			Total

Randolph L. Marten	2025	$	801,483	$	—	$	342,998	$	—	$	9,822		$	1,154,303
Chairman and Chief	2024		830,585		—		357,079		—		9,717			1,197,381
Executive Officer	2023		811,077		—		359,169		—		9,402			1,179,648
(Principal Executive Officer)

James J. Hinnendael	2025		431,450		—		172,762		—		11,006			615,218
Executive Vice President	2024		418,338		—		179,855		—		9,225			607,418
and Chief Financial Officer	2023		408,538		—		180,906		—		8,220			597,664
(Principal Financial Officer)

Douglas P. Petit	2025		392,903		—		168,143		—		9,498			570,544
President	2024		407,169		—		175,049		—		8,535			590,753
	2023		397,539		—		176,071		—		8,220			581,830

Adam D. Phillips (4)	2025		305,827		—		129,984		—		5,395			441,206
Executive Vice President	2024		317,154		—		135,321		—		4,944			457,419
and Chief Operating Officer	2023		288,860		—		61,470		—		31,547			381,877

Randall J. Baier (5)	2025		295,962		—		125,796		—		6,778			428,536
Executive Vice President	2024		306,923		—		130,954		—		6,008			443,885
and Chief Technology Officer	2023		266,576		—		61,470		—		27,554			355,600

Timothy M. Kohl (6)	2025		553,863		—		314,902		—		629,204	(7)		1,497,969
Former Chief Executive Officer	2024		762,554		—		327,840		—		8,509			1,098,903
	2023		744,654		—		329,746		—		8,836			1,083,236

(1)	Salary is paid bi-weekly. In each of 2025 and 2023 there were 26 pay periods, compared with 27 pay periods in 2024.

(2)

This column reflects the aggregate grant date fair value of performance awards granted to each named executive officer in 2025, 2024 and 2023 calculated in accordance with FASB ASC 718, Compensation-Stock Compensation and based on the closing market price on the date of grant. The grant date fair value is based on full vesting of each award over 5 years with 50% time-based and 50% performance-based vesting. The awards reported in this column are also disclosed in the Grants of Plan-based Awards table on page 28.

(3)	Included in this column are the following items:

	Year	Severance Payment			Life Insurance Premiums		401(k) Match ^(a)		PTO Payout

Randolph L. Marten	2025	$	—		$	2,472	$	7,350	$	—
	2024		—			2,472		7,245		—
	2023		—			2,472		6,930		—

James J. Hinnendael	2025		—			1,980		9,026		—
	2024		—			1,980		7,245		—
	2023		—			1,290		6,930		—

Douglas P. Petit	2025		—			1,290		8,208		—
	2024		—			1,290		7,245		—
	2023		—			1,290		6,930		—

Adam D. Phillips (4)	2025		—			450		4,945		—
	2024		—			441		4,503		—
	2023		—			450		4,559		26,538

Randall J. Baier (5)	2025		—			1,290		5,488		—
	2024		—			649		5,359		—
	2023		—			690		5,598		21,266

Timothy M. Kohl (6)	2025		620,000	(7)		1,854		7,350		—
	2024		—			2,472		6,037		—
	2023		—			2,472		6,364		—

(a)

We sponsor a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. Employees, including executive officers, are eligible for the plan after three months of service. Participants are able to contribute up to the limit set by law, which in 2025 was $23,500 for participants less than age 50, $31,000 for participants age 50 to 59 or 64 or older, and $34,750 for participants age 60 to 63. We contribute 35% of each participant’s contribution, up to a total of 6% contributed. Our contribution vests at the rate of 20% per year for the first through fifth years of service. In addition, we may make elective contributions as determined by our Board of Directors. No elective contributions were made in 2025, 2024 or 2023.

(4)	Mr. Phillips was appointed as our Executive Vice President and Chief Operating Officer on December 13, 2023 and became a named executive officer on the same date.

(5)	Mr. Baier was appointed as our Executive Vice President and Chief Technology Officer on August 15, 2023 and became a named executive officer on the same date.

(6)	Mr. Kohl retired from the Company on September 30, 2025.

(7)	A lump-sum payment of $620,000 was paid under the Separation Agreement and Release of Claims with Mr. Kohl effective September 30, 2025.

Chief Executive Officer Pay Ratio

As a result of the rules under the Dodd-Frank Act, the SEC requires annual disclosure of the Chief Executive Officer to median employee pay ratio. We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance stockholder value. We are committed to internal pay equity, and the Compensation Committee will monitor the relationship between the pay of our executive officers and the pay of our non-executive employees.

Our Chief Executive Officer to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K, which requires the determination of the median employee once every three years. We identified the median employee by examining the 2023 total cash compensation for all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2023, the last day of our 2023 fiscal year. There have been no changes to our business since this determination that would significantly affect this disclosure. We included all United States employees, whether employed on a full-time, part-time or seasonal basis, and excluded each of our employees located outside of the United States as such employees account for less than five percent of all of our employees. We did not make any assumptions, adjustments or estimates with respect to total cash compensation, except we did annualize the compensation for any full-time and part-time employees (other than seasonal employees) that were not employed by us for all of 2023. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Approximately 1% of our employees receive annual equity awards.

After identifying the median employee based on total cash compensation, we calculated annual total compensation for such employee for 2025 using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table in this proxy statement.

Mr. Marten, our Chairman of the Board and Chief Executive Officer, had 2025 annual total compensation of $1,154,303 as reflected in the Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for 2025 was $75,053. As a result, we estimate that Mr. Marten’s 2025 annual total compensation was approximately 15 times that of our median employee. The chief executive officer pay ratio for the companies in our peer group noted on page 17 averaged 59 times for 2024.

Grants of Plan-based Awards

The table below provides information regarding grants of plan-based awards to each of our named executive officers under our 2015 Equity Incentive Plan in 2025. Our named executive officers were not granted any plan-based awards under our other plans, including under our 2025 Equity Incentive Plan, in 2025.

			Estimated Future Payouts Under Non-equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)
	Grant														Grant Date Fair Value of
Name	Date		Threshold		Target		Maximum		Threshold		Target		Maximum		Stock Awards (3)

Randolph L. Marten		N/A	$	40,900	$	—	$	818,000		—		—		—	$	—
		May 6, 2025		—		—		—		—		—		27,029		342,998

James J. Hinnendael		N/A		22,500		—		450,000		—		—		—		—
		May 6, 2025		—		—		—		—		—		13,614		172,762

Douglas P. Petit		N/A		20,050		—		401,000		—		—		—		—
		May 6, 2025		—		—		—		—		—		13,250		168,143

Adam D. Phillips		N/A		15,500		—		310,000		—		—		—		—
		May 6, 2025		—		—		—		—		—		10,243		129,984

Randall J. Baier		N/A		15,000		—		300,000		—		—		—		—
		May 6, 2025		—		—		—		—		—		9,913		125,796

Timothy M. Kohl (4)		N/A		—		—		—		—		—		—		—
		May 6, 2025		—		—		—		—		—		—		314,902

(1)

Represents potential performance-based non-equity awards under our Second Amended and Restated Executive Officer Performance Incentive Plan, which is described in greater detail in “Compensation Discussion and Analysis.” The plan provides for a cash bonus to be distributed to the executive officers which is calculated as an allocation of a bonus pool that is based on the percentage increase in the award year net income over the net income goal selected by the Compensation Committee, multiplied by the aggregate base salary for all executive officers, subject to the increase being at least 5%. Therefore, we calculated the threshold for each executive officer as current annual base salary multiplied by 5% assuming equal allocation of the bonus pool on a percentage basis. The maximum award amount under the plan is 100% of the aggregate base salary for all executive officers. Therefore, we calculated the maximum for each executive officer as current annual base salary multiplied by 100% assuming equal allocation of the bonus pool on a percentage basis. There is no target award amount under the plan.

(2)

These performance awards granted in 2025 will vest and become the right to receive a number of shares of common stock equal to a total vesting percentage multiplied by the number of awards. For purposes of the award, the vesting percentage is equal to the percentage increase, if any, in our net income for the year being measured over the prior year, as reflected in our audited financial statements for each such year, plus ten percentage points. All payments will be made in shares of our common stock. All vested performance award shares will be paid to the named executive officers immediately upon vesting.

(3)	The grant date fair value of the awards is calculated in accordance with FASB ASC 718, Compensation-Stock Compensation and is based on the closing market price on the date of grant.

(4)	Mr. Kohl retired from the Company on September 30, 2025. The performance awards granted on May 6, 2025 forfeited with Mr. Kohl’s retirement.

Second Amended and Restated Executive Officer Performance Incentive Plan

The material terms of our Second Amended and Restated Executive Officer Performance Incentive Plan is described in the Compensation Discussion and Analysis beginning on page ‐‐16.

2025 Equity Incentive Plan

Under the terms of our 2025 Equity Incentive Plan, which was adopted by our Board of Directors in March 2025 subject to approval by our stockholders, which occurred in May 2025, each of our named executive officers, as well as other employees and any subsidiary employees (including officers and directors who are also employees), are eligible to receive incentive awards. To date, only stock options and performance awards have been granted under the plan. The plan contains an overall limit on the number of shares of our common stock that may be issued, as well as individual and other grant limits, which are subject to change in our corporate structure or shares.

The exercise price of an option may not be less than 100% of the fair market value of a share of our common stock on the option grant date (or, if the option is an incentive stock option, 110% if the participant beneficially owns more than 10% of our outstanding stock). Under the plan, “fair market value” means the closing sale price of a share of our common stock on the grant date as reported on the NASDAQ Global Select Market.

Options may be exercised in whole or in installments, as determined by the Board or its committee, and may impose conditions or restrictions to the exercisability of an option, including that the participant remain continuously employed by us or a subsidiary for a certain period. An option may not remain exercisable after 10 years from its date of grant (or, if the option is an incentive stock option, five years from its date of grant if the participant beneficially owns more than 10% of our outstanding stock).

A performance award is an award of a right to receive the fair market value of shares of common stock payable in shares of our common stock granted to a participant where vesting is contingent upon achievement of performance criteria or other objectives during a specified period.

Shares of common stock that are issued under the plan or that are subject to outstanding incentive awards reduce the number of shares remaining available under the plan, but any shares of common stock subject to an incentive award that lapses, expires, is forfeited or for any reason terminates unexercised or unvested and any shares of common stock that are subject to an incentive award that is settled or paid in cash or any other form other than shares of common stock will automatically again become available for issuance under the plan.

In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin-off) or any other change in our corporate structure or shares, appropriate adjustment will be made to:

●

the number and kind of securities available for issuance under the plan; and

●

in order to prevent dilution or enlargement of the rights of participants, the number, kind and, where applicable, the exercise price of securities subject to outstanding incentive awards.

The plan is administered by our Compensation Committee, which has the authority to determine all necessary or desirable provisions of incentive awards, including the eligible recipients who will be granted one or more incentive awards under the plan, the nature and extent of the incentive awards to be made to each participant, the time or times when incentive awards will be granted, the duration of each incentive award and payment or vesting restrictions and other conditions. The Compensation Committee has the authority to pay the economic value of any incentive award in the form of common stock and may amend or modify the terms of outstanding incentive awards (except for any prohibited “re-pricing” of options, discussed below) so long as the amended or modified terms are permitted under the plan and any affected participant has consented to the amendment or modification.

The Board may suspend or terminate the plan or any portion of the plan at any time and may amend the plan from time to time to conform incentive awards to any change in applicable laws or regulations or in any other respect that the Board may deem to be in our best interests. However, no amendments to the plan will be effective without stockholder approval if it is required under Section 422 of the Internal Revenue Code, Section 162(m) of the Internal Revenue Code or the rules of the NASDAQ Global Select Market, or if the amendment seeks to modify the prohibitions on underwater option re-pricing discussed above.

Termination, suspension or amendment of the plan will not adversely affect any outstanding incentive award without the consent of the affected participant, except for adjustments in the event of changes in capitalization or a “change in control,” discussed below.

In general, no right or interest in any incentive award may be assigned or transferred by a participant except by will or the laws of descent and distribution or subjected to any lien or encumbrance. However, the Board or its committee may permit a participant to transfer all or a portion of a non-statutory stock option, other than for value, to certain family members or related family trusts, foundations or partnerships. Any permitted transferee of a non-statutory stock option will remain subject to all the terms and conditions of the incentive award applicable to the participant.

The 2025 Equity Incentive Plan replaced our 2015 Equity Incentive Plan, which expired by its terms in May 2025. As of December 31, 2025, there were 884,450 shares reserved for issuance under options or performance awards issued within the 2015 Plan.

Outstanding Equity Awards at Fiscal Year-end

The following table provides information regarding outstanding equity incentive plan awards for each of our named executive officers that remained outstanding at December 31, 2025.

	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price		Option Expiration Date		Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) (1)		Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($) (2)

Randolph L. Marten		—			—	$	—		—		59,325	$	675,119

James J. Hinnendael		—			—		—		—		29,881		340,046

Douglas P. Petit		2,400	(3)		600		17.360	May 4, 2028			29,080		330,930

Adam D. Phillips		2,400	(4)		600		17.360	May 4, 2028			18,415		209,563
		2,400	(4)		600		16.930	December 15, 2028

Randall J. Baier		2,400	(5)		600		17.360	May 4, 2028			17,919		203,918
		2,400	(5)		600		16.930	December 15, 2028

Timothy M. Kohl (6)		—			—		—		—		—		—

(1)

All performance award shares granted in 2021 through 2025 that vested as of December 31, 2025 were paid to each executive officer in February 2026. This number considers such shares vested in 2025.

(2)

Market value has been determined based on the closing market price of our common stock of $11.38 per share on December 31, 2025.

(3)

These stock option awards were granted on May 4, 2021 and vest, on a cumulative basis, in five installments of 20% on each of the first five anniversaries of the option grant date.

(4)

These stock option awards were granted on May 4, 2021 and December 15, 2021 and vest, on a cumulative basis, in five installments of 20% on each of the first five anniversaries of each option grant date.

(5)

(6)

Mr. Kohl retired from the Company on September 30, 2025. All outstanding performance award shares forfeited with Mr. Kohl’s retirement.

Option Exercises and Stock Vested – 2025

The following table provides information regarding performance awards held by our named executive officers that vested during 2025. None of our named executive officers exercised stock options in 2025.

	Stock Awards
Name	Number of Shares Acquired on Vesting (1)		Value Realized on Vesting (2)

Randolph L. Marten		10,983	$	124,987

James J. Hinnendael		5,531		62,943

Douglas P. Petit		4,407		50,152

Adam D. Phillips		2,596		29,542

Randall J. Baier		2,538		28,882

Timothy M. Kohl (3)		—		—

(1)

This number reflects vesting in 2025 of each named executive officer’s awards, solely comprised of a service vesting component of 10%. All payments were made in shares of common stock. All performance award shares granted in 2021 through 2025 that vested as of December 31, 2025 were paid to each named executive officer in February 2026.

(2)	The value realized on vesting has been determined based on the closing market price of our common stock which was $11.38 per share on December 31, 2025.

(3)	Mr. Kohl retired from the Company on September 30, 2025. All outstanding performance award shares forfeited with Mr. Kohl’s retirement.

Potential Payments upon Termination or Change in Control

All of our named executive officers are employed “at will” and, other than as described below, are not entitled to any severance or other payments under any agreement, contract, plan or arrangement upon their termination of employment without cause or otherwise. We have entered into agreements with our named executive officers that require us to provide compensation to them in the event of termination of their employment without cause in connection with or within a certain period of time after a “change in control” of our Company. Under these agreements, these executive officers are entitled to certain benefits if they are terminated either within 24 months of the effective date of a change in control or before the effective date of the change in control if the termination was either a condition to the change in control or was at the request or insistence of a person related to the change in control. These executives will not be considered “terminated” for purposes of these agreements if they die or are terminated for cause. They will, however, be considered “terminated” if they voluntarily leave Marten’s employ for “good reason.”

Upon a termination in connection with a change in control, the named executive officers will be entitled to receive a lump sum cash payment of 100% of their base salary, except for Mr. Marten, who will receive 200% of his base salary, plus one times the executive’s highest bonus in the preceding three calendar years, except for Mr. Marten, who will receive two times such amount. In addition, these executives will receive welfare benefits for a period of twelve months, except for Mr. Marten, who will receive such benefits for twenty-four months.

Our 2025 Equity Incentive Plan and 2015 Equity Incentive Plan provide that in the event a change in control occurs, then, if approved by the Committee in its sole discretion either at the time of the grant of the incentive award or at any time after such grant, all options and stock appreciation rights will become immediately exercisable in full and will remain exercisable for the remainder of their terms; all outstanding restricted stock awards will become immediately fully vested and non-forfeitable; and all outstanding performance awards and stock bonuses will vest or continue to vest in accordance with their agreement. Using discretionary authority under the plans, our Compensation Committee approved Non-Statutory Stock Option Agreements which provide that such options become immediately exercisable in full in the event of a change in control with respect to options that have been outstanding for at least six months. Our Performance Award Agreements become immediately vested in full upon a change in control if the grantee’s employment with us is terminated other than for death, cause or the grantee terminating their employment for good reason, on or before the last day of the 24th month after the change in control. In addition, the Committee in its sole discretion may determine that some or all participants holding outstanding options will receive cash in an amount equal to the excess of the fair market value of such shares immediately prior to the effective date of such change in control over the exercise price per share of the options (or, in the event that there is no excess, that such options will be terminated), and that some or all participants holding performance awards will receive, with respect to some or all of the shares subject to the performance awards, cash in an amount equal to the fair market value of such shares immediately prior to the effective date of such change in control. Using discretionary authority under the plans, our Compensation Committee approved a form of Non-Statutory Stock Option Agreement and a form of Performance Award Agreement that allows such cash payments for all outstanding option and performance award shares for all participants.

For purposes of the 2025 Equity Incentive Plan and 2015 Equity Incentive Plan, a “Change in Control” generally occurs if:

●

The acquisition, other than by the Company, by any individual, entity, or group of beneficial ownership of 50% or more of the then outstanding shares of common stock;

●

The consummation of a reorganization, merger, or consolidation of the Company with respect to which all or substantially all of the individuals or entities who were the beneficial owners of common stock and voting securities immediately prior to the transaction do not, following the transaction, beneficially own more than 50% of the outstanding shares of common stock of the corporation resulting from the transaction; or

●

A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

If a named executive officer’s employment or other service with the Company and all its subsidiaries terminates for any reason other than death, disability or retirement, or a change in control occurs, all rights of the named executive officer under our 2025 Equity Incentive Plan and 2015 Equity Incentive Plan and our stock option agreements granted thereunder will immediately terminate without notice of any kind, and the stock option will no longer be exercisable. However, if such termination is due to any reason other than termination by the Company or its subsidiaries for cause, the option will remain exercisable to the extent exercisable as of such termination for a period of three months after such termination. Cause means (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any of its subsidiaries, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the named executive officer’s overall duties, or (iv) any material breach of any confidentiality or non-compete agreement entered into with the Company or any of its subsidiaries. In no event will an option be exercisable after the tenth anniversary of its grant date.

If a named executive officer’s employment or other service with the Company and all its subsidiaries terminates for any reason, other than in the event a change in control occurs, all awards granted under performance award agreements that have not vested on or by such date will be terminated and forfeited.

Potential Payments to Named Executive Officers. The following table describes the payments that each of our named executive officers would have received if a change in control of the Company occurred on December 31, 2025 in connection with a termination of their employment on December 31, 2025:

Name	Executive Benefits and Payments	Payment

Randolph L. Marten	Lump Sum Payment Based on Two Times Base Salary	$	1,636,000
	Two Times Highest Bonus in Three Preceding Years		—
	Acceleration of Vesting of Unvested Performance Awards (1)		675,119
	Welfare Benefits (2)		8,769
	Total	$	2,319,888

James J. Hinnendael	Lump Sum Payment Based on Base Salary	$	450,000
	Highest Bonus in Three Preceding Years		—
	Acceleration of Vesting of Unvested Performance Awards (1)

SEC Form DEF 14A filed by Marten Transport Ltd.