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September 16, 2022
Timothy M. Kohl
Chief Executive Officer
Marten Transport Ltd
129 Marten Street
Mondovi, Wisconsin 54755
Re:Marten Transport Ltd
Definitive Proxy Statement on Schedule 14A
Filed March 14, 2022
File No. 000-15010
Dear Mr. Kohl:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 14, 2022
General
1.Please expand your discussion to address the circumstances under which you would
consider having the Chair and CEO roles filled by a single individual, when shareholders
would be notified of any such change, and whether you will seek prior input from
shareholders.
2.Please expand upon the role that your lead independent director plays in the leadership of
the board. For example, please enhance your disclosure to address whether or not your
lead independent director may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

 FirstName LastNameTimothy M. Kohl
 Comapany NameMarten Transport Ltd
 September 16, 2022 Page 2
 FirstName LastName
Timothy M. Kohl
Marten Transport Ltd
September 16, 2022
Page 2
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks; and
•whether you have a Chief Compliance Officer and to whom this position reports.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Pat Pazderka