Heartland Express, Inc. Compensation Committee Charter  




The purposes of the Board of Directors Compensation Committee are to review and make recommendations to the Board of Directors with respect to, the compensation of the Company’s executive officers and the executive compensation policies of the Company. 




The Compensation Committee shall consist of not less than three members who shall be appointed by the Board of Directors.  Each member shall be an independent director as defined under the listing standards of The NASDAQ Stock Market, Inc. (“NASDAQ”). 


Responsibilities and Authority


The Compensation Committee shall be responsible for reviewing and making recommendations with respect to the Company’s general executive compensation policies.


The Compensation Committee shall review on an annual basis the compensation of the Chief Executive Officer (CEO) and each of the other executive officers, review on an annual basis corporate and individual goals and objectives with respect to compensation for the CEO and each of the other executive officers, evaluate the performance of the CEO and each of the other executive officers against those goals and objectives, and, based on that evaluation and other considerations the Committee deems appropriate, recommend to the Board the annual compensation of the CEO and each of the other executive officers, including salary, bonus, and incentive compensation.


The Compensation Committee shall periodically review the Company’s incentive compensation plans and recommend to the Board changes in such plans that it deems advisable.


The Compensation Committee may make recommendations to the Board and management regarding the Company’s compensation policies with regard to non-executive employees.


The Compensation Committee shall issue an annual report on executive compensation to be included in the Company’s proxy statement.


When appropriate, the Compensation Committee may designate one or more of its members to perform certain of its duties on its behalf, subject to such reporting to or ratification by the Committee as the Committee shall direct.


The Compensation Committee shall meet at such times and places as the Compensation Committee shall determine.  The Chairman of the Compensation Committee shall report on the Compensation Committee activities to the full Board.