Covenant Logistics Group Names New Directors, Adjusts Executive Pay

TL;DR

Covenant Logistics adds 2 directors, revises exec pay. Board shakeup incoming.

AI Summary

Covenant Logistics Group, Inc. announced on June 21, 2024, changes to its board of directors and executive compensation. Specifically, the company elected two new directors, Michael J. R. Johnson and David M. Stastny, to its Board of Directors. Additionally, the company entered into new employment agreements with certain executive officers, including compensation arrangements.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can sometimes precede or indicate strategic shifts or internal challenges within a company.

Key Players & Entities

• Covenant Logistics Group, Inc. (company) — Registrant
• Michael J. R. Johnson (person) — Newly elected director
• David M. Stastny (person) — Newly elected director
• June 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — e of each exchange on which registered $0.01 Par Value Class A common stock CVLG
• $700,000 — Annualized Base Salary M. Paul Bunn $700,000 James "Tripp" S. Grant $425,000 On J
• $425,000 — Bunn $700,000 James "Tripp" S. Grant $425,000 On June 21, 2024, the Compensation Com
• $2,500,000 M — Target Award Amount David R. Parker $2,500,000 M. Paul Bunn $1,000,000 James "Tripp" S
• $1,000,000 — id R. Parker $2,500,000 M. Paul Bunn $1,000,000 James "Tripp" S. Grant $500,000 Thes
• $500,000 — nn $1,000,000 James "Tripp" S. Grant $500,000 These participants received Class A re

Filing Documents

• form8k.htm (8-K) — 31KB
• cvlglogo1.jpg (GRAPHIC) — 30KB
• 0001008886-24-000251.txt ( ) — 229KB
• cvlg-20240621.xsd (EX-101.SCH) — 4KB
• cvlg-20240621_lab.xml (EX-101.LAB) — 21KB
• cvlg-20240621_pre.xml (EX-101.PRE) — 16KB
• form8k_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 21, 2024, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation (the "Company"), approved new annualized base salaries for certain of the Company's named executive officers, effective June 24, 2024, as follows: Named Executive Officer New Annualized Base Salary M. Paul Bunn $700,000 James "Tripp" S. Grant $425,000 On June 21, 2024, the Compensation Committee approved a long-term incentive plan (the "2024 Long-Term Incentive Plan") in which certain of the Company's named executive officers received an aggregate target award equivalent to the following amounts: Named Executive Officer Target Award Amount David R. Parker $2,500,000 M. Paul Bunn $1,000,000 James "Tripp" S. Grant $500,000 These participants received Class A restricted stock units ("RSUs") equivalent to the target award amount above, except the Compensation Committee decided to issue Mr. Parker's award in cash given his significant stock holdings that align with stockholder value creation. The awards may be earned as follows: (A) 25% upon the Company's attainment of a three-year cumulative adjusted earnings per share ("Adjusted EPS") goal for the performance period ended December 31, 2027, (B) 25% upon the Company's attainment of a three-year average annual return on invested capital ("ROIC") goal for the performance period ended December 31, 2027, (C) 16.67% for continued service through July 1, 2025, (D) 16.67% for continued service through July 1, 2026, and (E) 16.67% for continued service through July 1, 2027. The portions of the award attributable to the Adjusted EPS and ROIC goals have a threshold payout of 50% of the target and a maximum payout of 200% of the target. On June 21, 2024, the Compensation Committee changed Mr. Grant'