MARTEN TRANSPORT LTD appointed Tim Kohl as new CEO

Item 5.02

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



 
Appointment of Certain Officers

 

On May 4, 2021, the Board of Directors of Marten Transport, Ltd. (the "Company") approved the appointment of Tim Kohl as its new Chief Executive Officer. Tim Kohl will succeed Randy Marten, who has served as the Company's Chief Executive Officer since 2005. Randy Marten will serve as Executive Chairman of the Board of Directors as part of this transition. Tim Kohl will also retain his position as President.

 

Tim Kohl joined our Company in November 2007 and has been our President since June 2008. Prior to joining Marten Transport, Mr. Kohl served as Knight Transportation Inc.'s President from 2004 to 2007 and as its Secretary from 2000 to 2007. Mr. Kohl served as a director on Knight's Board of Directors from 2001 to 2006, and he served as its Chief Financial Officer from 2000 to 2004. Mr. Kohl also served as Knight's Vice President of Human Resources from 1996 through 1999. From 1999 through 2000, Mr. Kohl served as Vice President of Knight's southeast region. Prior to his employment with Knight, Mr. Kohl was employed by Burlington Motor Carriers as a Vice President. Prior to his employment with Burlington Motor Carriers, Mr. Kohl served as a Vice President for J.B. Hunt.

 

Mr. Kohl has no family relationships with any of our executive officers or directors, and there have been no related party transactions between Mr. Kohl and the Company that are reportable under Item 404(a) of Regulation S-K. In connection with his appointment as Chief Executive Officer, we did not enter into any new, and did not amend any existing, compensatory arrangements, except for the change in base salary described below.

 

Compensatory Arrangements of Certain Officers

 

On May 4, 2021, our Compensation Committee approved an increase to the base salary for each of the company's named executive officers listed below, retroactive to April 5, 2021. Effective April 5, 2021, the named executive officers will receive the following annual base salaries in the listed positions:

 


Name and Position as of May 4, 2021

Former Base

Salary

Base Salary

Effective April 5, 2021

 



Randolph L. Marten
 $ 735,060 $ 735,060 


(Executive Chairman)

 



Timothy M. Kohl
 $ 543,840 $ 675,000 


(Chief Executive Officer and President)

 



James J. Hinnendael
 $ 329,703 $ 370,000 


(Executive Vice President and Chief Financial Officer)

 



John H. Turner
 $ 324,450 $ 350,000 


(Executive Vice President of Sales and Marketing)






2






 
Compensatory Arrangements of Non-employee Directors

 

On May 4, 2021, our Compensation Committee also reviewed and approved the following fee schedule for non-employee directors effective as of May 1, 2021, which increases Annual Board Retainer from $34,000 to $45,000, the compensation for the Nominating/Corporate Governance Committee Chair from $6,000 to $7,500 and annual grant upon re-election to the Board by our stockholders from 1,500 to 2,500 shares of common stock, but otherwise remains unchanged from the prior fee schedule:

 


Annual Board Retainer
 $ 45,000 


Lead Director
 15,000 


Audit Committee chair
 15,000 


Compensation Committee chair
 15,000 


Nominating/Corporate Governance Committee chair
 7,500 



 
Non-employee directors also receive $1,500 for attendance at each Board meeting, $750 for each committee meeting attended and reimbursement for out-of-pocket expenses related to attending meetings.

 

Each non-employee director will also receive a grant of 2,500 shares of common stock in connection with re-election to the Board by the stockholders.