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