DEF 14A of Covenant Logistics Group, Inc., Apr 12, 2024

DEF 14A of Covenant Logistics Group, Inc.

Filed Apr 12, 2024 · FY20230001437749-24-011929

Open on EDGAR

  1. TABLE OF CONTENTS

    | Narrative to the Summary Compensation Table | 35 | | Grants of Plan-Based Awards Table | 36 | | Narrative to Grants of Plan-Based Awards Table | 36 | | Outstanding Equity Awards at Year-End Table | 37 | | Options Exercised and Stock Vested Table | 38 | | Nonqualified Deferred Compensation Table | 39 | | Pay Ratio Disclosure | 39 | | Pay Versus Performance | 40 | | Director Compensation | 44 | | Narrative to Director Compensation | 44 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 45 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 47 | | PROPOSAL 2 – ADVISORY AND NON-BINDING RESOLUTION ON EXECUTIVE COMPENSATION | 47 | | RELATIONSHIPS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 49 | | Principal Accountant Fees and Services | 49 | | PROPOSAL 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 49 | | STOCKHOLDER PROPOSALS | 50 | | OTHER MATTERS | 51 |

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS At the Annual Meeting, the stockholders will elect nine directors to serve as the Board until our next Annual Meeting of Stockholders or until their successors are duly elected and qualified. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), our Board has nominated for election as directors the following nine individuals: David R. Parker, Dr. Benjamin S. Carson, Sr., Joey B. Hogan, D. Michael Kramer, Bradley A. Moline, Rachel Parker-Hatchett, Tracy Rosser, Herbert J. Schmidt, and W. Miller Welborn. Each nominee is presently serving as a director. The individual qualifications, skills, and experience of the director nominees are discussed in their respective biographies below. Each proxy will be voted as directed on each proxy card; or in the absence of contrary instructions, each proxy will be voted for the election of all director nominees. In the event any director nominee becomes unwilling or unable to serve as a director prior to the vote on Proposal 1 at the Annual Meeting, the shares represented by your proxy will be voted for any substitute nominee designated by the Board, unless you expressly withhold authority to vote your shares for the unavailable nominee or substitute nominee. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

  3. Nominees for Directorships

    Nominees for Directorships

  4. Board Skills Matrix

    Board Skills Matrix The table below provides information on the qualifications, skills, and experience of our nominees for directorships.

  5. Board Skills Matrix

    | | Dr. Carson | Mr. Hogan | Mr. Kramer | Mr. Moline | Mr. Parker | Ms. Parker- Hatchett | Mr. Rosser | Mr. Schmidt | Mr. Welborn | | Public Company Officer or Key Employee | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial Reporting | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | | Industry | | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Environmental | | | | ✔ | ✔ | | ✔ | ✔ | | | Risk Management | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | | Information Security | ✔ | ✔ | ✔ | ✔ | | | ✔ | | | | Governance | ✔ | ✔ | ✔ | ✔ | | | ✔ | ✔ | ✔ |

  6. Board Skills Matrix

    The lack of a “✔” for a particular item does not mean that the director does not possess that qualification, skill or experience. We look to each director to be knowledgeable in these areas; however, the “✔” indicates that the item is a specific qualification, skill or experience that the director brings to the Board.

  7. Board Diversity Matrix

    Board Diversity Matrix

  8. Board Diversity Matrix

    | | As of April 12, 2024 | | | | As of April 14, 2023 | | | | | Total Number of Directors | 9 | | | | 8 | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | | | | | Directors | 1 | 8 | - | - | 1 | 7 | - | - | | Part II: Demographic Background | | | | | | | | | | African American or Black | - | 1 | - | - | - | 1 | - | - | | Alaskan Native or Native American | - | - | - | - | - | - | - | - | | Asian | - | - | - | - | - | - | - | - | | Hispanic or Latinx | - | - | - | - | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | - | - | - | - | | White | 1 | 7 | - | - | 1 | 6 | - | - | | Two or More Races or Ethnicities | - | - | - | - | - | - | - | - | | LGBTQ+ | - | | | | - | | | | | Did Not Disclose Demographic Background | - | | | | - | | | |

  9. Board Diversity Matrix

    Information concerning the names, ages, positions with us, tenure as a Company director, and business experience of the nominees standing for election as directors at the Annual Meeting, as well as the specific attributes qualifying each nominee for a directorship, is set forth below. Family relationships between any directors and executive officers, if any, are noted in the relevant biographies. All references to experience with us include positions with our operating subsidiaries and none of the other corporations or organizations referenced in the biographies is a parent, subsidiary, or affiliate of the Company unless otherwise noted. There are no arrangements or understandings between any of the director nominees and any other person pursuant to which any of the director nominees was selected as a nominee. Each of the director nominees has also consented to being named as such in this Proxy Statement and has indicated his/her intention to serve as a director, if elected. David R. Parker, 66, has served as our Chairman of the Board and Chief Executive Officer (“CEO”) since 1994. From our founding in 1985 to February 2016 Mr. Parker served as our President. Mr. Parker is a past director of the Truckload Carriers Association and currently serves on the board of directors of the American Trucking Associations. From 2012 to October 2017, Mr. Parker served as a member of the Trade and Transportation Advisory Council of the Federal Reserve Bank of Atlanta. Mr. Parker has also served as a director or in similar capacities of several religious and civic organizations and serves as general partner of the Parker Family Limited Partnership. The Board believes Mr. Parker’s dedication, trucking experience, general business knowledge, significant leadership ability, and in-depth knowledge of the Company qualify him for his continued service as CEO and Chairman of our Board. Additionally, the Board believes Mr. Parker’s knowledge of the industry continues to be a competitive strength for the Company. Mr. Parker is the father of Ms. Parker-Hatchett. Dr. Benjamin S. Carson, Sr., 72, has served as a director since 2021 and currently serves as a member of our Nominating Committee and Risk Committee. Dr. Carson served as the 17th Secretary of the U.S. Department of Housing and Urban Development (“HUD”) from 2017 to 2021. Dr. Carson is a world-renowned neurosurgeon who prior to serving as HUD Secretary was involved with more than 15,000 surgical procedures and was the recipient of numerous awards, including the Presidential Medal of Freedom, more than 70 honorary doctorate degrees and the Spingarn Medal, the NAACP’s highest honor. Dr. Carson serves on the Board of Directors for D.R. Horton, Inc. (NYSE: DHI), Sinclair, Inc. (NASDAQ: SBGI) and Galectin therapeutics, Inc. (NASDAQ: GALT). In addition, Dr. Carson previously served on the Board of Directors of both The Kellogg Company (NYSE: K) and Costco Wholesale Corporation (NASDAQ: COST). Dr. Carson is the founder and current Chairman of the American Cornerstone Institute, founder and member of the Board of Directors of Old Glory Bank, and a member of the Board of Directors of the Carson Scholars Fund, an organization he and his wife, Mrs. Candy Carson, founded in 1994. Throughout his distinguished career, Dr. Carson contributed to the field of medicine through the thousands of surgeries he performed and the many leadership positions he held, including serving as Director of the Division of Pediatric Neurosurgery at The Johns Hopkins Medical Institutions from 1984 to 2013 as well a Professor of Neurological Surgery, Oncology, Plastic Surgery, and Pediatrics at The Johns Hopkins Medical Institutions from 1999 to 2013. The Board believes that Dr. Carson’s extensive management, director, leadership, financial, and information security experience make him highly qualified to serve as a member of our Board, our Nominating Committee, and our Risk Committee. Joey B. Hogan, 62, has served as a director since May 2023 and currently serves as a member of our Risk Committee. In June 2023 Mr. Hogan retired after serving as of officer of the Company for more than twenty-five years, most recently as an Executive Vice President (“EVP”) focused on strategic planning, mentoring the leadership team, government relations, and other special projects. Mr. Hogan served as our President from April 2021 to January 2023, and our Principal Financial Officer (“PFO”) between April 2021 and May 2022. Previously, Mr. Hogan served as our Co-President and Chief Administrative Officer (“CAO”) from April 2020 to April 2021 and as our President and Chief Operating Officer (“COO”) from February 2016 to April 2020. From May 2007 to February 2016 Mr. Hogan served as our Senior EVP and COO, as well as President of Covenant Transport, Inc. (“CTI”). Mr. Hogan was our Chief Financial Officer (“CFO”) from 1997 to May 2007, our EVP from May 2003 to May 2007, and a Senior Vice President (“SVP”) from December 2001 to May 2003. From the time he joined us in August 1997 through December 2001, Mr. Hogan served as our Treasurer. Mr. Hogan served as a director and on the Audit Committee of previously publicly traded Chattem, Inc., a consumer products company, from April 2009 through March 2010, and currently serves as an officer of the Truckload Carriers Association. The Board believes Mr. Hogan’s experience and in-depth knowledge of the Company and the transportation and logistics industries, and his previous board experience qualify him to serve as a member of our Board and Risk Committee. D. Michael Kramer, 66, has served as a director since 2020 and currently serves as the Chair of our Audit Committee and as a member of our Compensation Committee. Mr. Kramer has served as the Executive Chairman of Southeastern Trust Company since 2018. Additionally, Mr. Kramer served as Chief Executive Officer of Peak Financial, LLC, a fintech start-up company, between 2019 and October 2022. Mr. Kramer served as the Vice Chairman of Midsouth Bancorp, Inc. from May 2018 until Midsouth’s merger with Hancock Whitney Corporation (NASDAQ: HWC) in September 2019. Mr. Kramer served as President and COO of Atlantic Capital Bancshares, Inc. from November 2015 to December 2017 while the company was publicly traded and was also a member of the Board of Directors of Atlantic Capital from November 2015 to October 2017. Prior to that he served as Chief Executive Officer and President of First Security Group, Inc. and its primary banking subsidiary, FSGBank, N.A. from 2011 through 2015, as Managing Director of Ridley Capital Group from 2010 to 2011, as Director, Chief Executive Officer and President of Ohio Legacy Corporation from 2005 to 2010, and as Chief Operating Officer and Chief Technology Officer of Integra Bank Corporation from 1999 to 2004. Mr. Kramer served as a member of the Board of Directors of the Chattanooga Area Chamber of Commerce Foundation from 2018 to 2021. Mr. Kramer serves as a member of the Board of Directors of the Covenant College Foundation and the University of Chattanooga Foundation. Mr. Kramer has a Bachelor’s Degree from Grove City College and a Master’s in Business Administration from Western Governors University. The Board believes that Mr. Kramer’s extensive experience in leadership in the banking industry qualifies him to serve as a member of our Board, as Chair of our Audit Committee, and as a member of our Compensation Committee.

  10. Board Diversity Matrix

    Bradley A. Moline, 57, has served as a director since 2003 and currently serves as the Chair of our Nominating Committee and as a member of our Audit Committee. Since October 2002, Mr. Moline has been President and CEO of ALLO Communications, LLC, a telecommunications company with significant minority equity interests held by Nelnet, Inc. (NYSE:NNI) and SDC Capital Partners, LLC. He also serves on the Board of Directors of ALLO Communications, LLC, which has issued publicly traded debt securities. In 2018, Mr. Moline joined the board of National Cable Television Cooperative, Inc., a Kansas nonprofit corporation. Mr. Moline also has been the owner, President, and CEO of Imperial Super Foods, NECO Grocery, and WhiMol, with grocery operations in Nebraska and Colorado, since 2002. From 1994 to 1997, Mr. Moline was our Treasurer and CFO. Mr. Moline also served as CFO of Birch Telecom Inc., a telecommunications company, when the company’s debt securities were publicly traded and previously worked for Ernst & Young, where he was formerly licensed as a CPA. Mr. Moline holds a degree in Business Administration with an emphasis in accounting. In his roles with the Company, Birch Telecom, and Ernst & Young, Mr. Moline gained experience overseeing financial matters and reviewing documents filed with the SEC. The Board believes Mr. Moline's extensive financial and executive experience make Mr. Moline a valued member of our Board. The Board also believes Mr. Moline’s wide array of executive experiences, including from his service as the Company’s CFO, has prepared him well to respond to complex financial and operational challenges. The Board further believes that Mr. Moline’s experience as an executive officer of a public company and a company with publicly traded debt allows him to bring unique and valuable perspective to, and qualifies him to serve as a member of our Board, Chair of our Nominating Committee, and member of our Audit Committee. Rachel Parker-Hatchett, 40, has served as a director since 2020 and currently serves on our Risk Committee. Ms. Parker-Hatchett held numerous positions within Covenant Transport between September 2006 and July 2020. After graduating from the University of Tennessee at Chattanooga (“UTC”) with a Bachelor’s Degree in Business Management, she started with the Company as a Management Trainee working in multiple departments. Ms. Parker-Hatchett began as a Marketing Intern before transferring to Operations in September 2007, where she ultimately spent the majority of her career. Ms. Parker-Hatchett held the position of Customer Service Intern from September 2007 to January 2008, Fleet Manager Intern from January 2008 to June 2008, and Ops Intern from June 2008 to October 2008. She then transferred to the Safety Department and held the position of Log Clerk from October 2008 to February 2010, when she was promoted to Operations Director for Covenant Solutions, the prior name for our brokerage operations. Again, in March 2015, Ms. Parker-Hatchett was promoted to Director of Solutions and was in charge of training and development all personnel, overseeing change initiatives and Lead Measures, coordinating all daily meetings, and maintaining visibility to all new customers and their success within Solutions. Ms. Parker-Hatchett served as Director of Solutions until March 2019. In February 2015, she participated in a year-long Executive Education Program conducted by UTC, where she met and coordinated with various leaders from the community once a month. In 2019, she was named Women of Covenant Director, a position she held until July 2020. Ms. Parker-Hatchett is also involved with many local non-profits and served on the board of a local non-profit, First Things First, from 2011 to 2013. The Board believes that Ms. Parker-Hatchett’s extensive experience within the Company, our industry, and specific experience and expertise in our operations adds significant value to the Board and to her service on our Risk Committee. Ms. Parker-Hatchett is the daughter of Mr. Parker. Tracy L. Rosser, 58, has served as a director since May 2023 and currently serves on our Nominating Committee. Mr. Rosser was EVP of Operations at Uber Freight (formerly Transplace) from May 2019 until December 2022. Mr. Rosser served as Chief Operating Officer for Walmart Stores East, LLC (Walmart Fleet) and Senior Vice President of Transportation and Supply Chain at Walmart from November 2012 to February 2019. Mr. Rosser previously held many positions at Walmart, including, Senior Vice President - Division Lead of Store Operations, Vice President - Regional General Manager of Store Operations, Vice President of Transportation, General Manager - Distribution Center, and General - Manager Fleet Operations, beginning in 1997. Mr. Rosser has served as a member of the Executive Advisory Board of Blume Global since February 2019 and as a member of the Board of Trustees for the National WWII Museum since January 2011. Mr. Rosser also served as a board member of the Arkansas Trucking Association from November 2012 to January 2019, of the American Trucking Associations from January 2016 to January 2019, and of the National Academy of Sciences - Transportation Research Board from January 2004 to January 2009. Mr. Rosser has a Bachelor’s Degree in Business Administration from the University of Alabama and an Executive Master’s in Business Administration from Tulane University. The Board believes Mr. Rosser’s experience in the transportation and logistics industries qualifies him to serve as a member of our Board and Nominating Committee. Herbert J. Schmidt, 68, has served as a director since 2013 and currently serves as Chairperson of our Risk Committee and as a member of our Compensation Committee. Mr. Schmidt previously served as EVP of Con-way Inc. and President of Con-way Truckload, both freight transportation providers, from 2007 until his retirement in 2012. Prior to the merger of Contract Freighters, Inc. (“CFI”), another freight transportation provider, with Con-way Inc. in 2007, Mr. Schmidt held positions at CFI as President and CEO from 2005 to 2007 and President from 2000 to 2005. Prior to his becoming President and CEO in 2005, he was employed in a series of progressively more responsible positions at CFI where he gained extensive knowledge in risk management, as well as leading the sales and operations functions as Senior Vice President of Operations. Mr. Schmidt also served as a member of the Board of Directors of formerly publicly traded Empire District Electric Company 2010 through January 2017, including membership on the Compensation, Executive, and Strategic Projects Committees. The Board believes Mr. Schmidt’s extensive industry, operations, sales, risk management, and leadership experience adds significant value to the Board, to the Risk Committee he chairs, and to the Compensation Committee.

  11. Board Diversity Matrix

    W. Miller Welborn, 65, has served as a director since 2017 and currently serves as our Lead Independent Director, Chair of our Compensation Committee, and as a member of our Audit Committee. Mr. Welborn has been Chairman of SmartFinancial, Inc. (NASDAQ: SMBK), a publicly traded holding company of SmartBank with over $4.8 billion in assets since 2015. From 2009 to 2015 Mr. Welborn served as Chairman of Cornerstone Bancshares, Inc., which was the publicly traded parent company of Cornerstone Community Bank prior to the bank’s merger with SmartBank in 2015, where he served on the Asset-Liability (ALCO), Loan, Governance, Nominating, Audit, and Compensation Committees. Mr. Welborn has also served as President of Welborn & Associates, Inc., a consulting firm specializing in transportation and logistics, since 2000. He previously served as managing partner of Transport Capital Partners, LLC, another transportation advisory and consulting firm that he co-founded, from 2001 to 2014. Prior to co-founding Transport Capital Partners, LLC, Mr. Welborn served in several executive and ownership capacities of various trucking companies, including as President, CEO, and a director of Boyd Bros Transportation, President and Chairman of Welborn Transport, Inc., a company he co-founded, and President of Cummings Trucking Co., Inc. From 2010 to 2015 Mr. Welborn served as a partner of Lamp Post Group, Inc., a venture capital company with a portfolio of investments ranging from start-up level to over $600 million in annual revenue. Mr. Welborn currently serves on multiple non-profit boards. The Board believes that Mr. Welborn’s over three decades of business experience, including experience in transportation consulting, executive roles at trucking companies, oversight of executive compensation matters, and serving on the boards of publicly traded companies, provides us with invaluable perspective and experience and qualifies him to serve as our Lead Independent Director, Chair of our Compensation Committee, and member of our Audit Committee.

  12. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  13. The Board of Directors and Its Committees

    The Board of Directors and Its Committees The following summarizes our key governance features:

  14. What We Do

    What We Do

  15. What We Do

    | ✔ | Lead Independent Director appointed | | ✔ | Proxy access | | ✔ | Corporate governance guidelines | | ✔ | Audit Committee, Compensation Committee, and Nominating Committee comprised solely of independent directors | | ✔ | Two-thirds of the Board is comprised of independent directors | | ✔ | Limitation on number of outside public boards | | ✔ | All members of our Audit Committee qualify as audit committee financial experts | | ✔ | Regular sessions of independent directors | | ✔ | Stock ownership guidelines for non-employee directors of five times annual cash retainer | | ✔ | Stock ownership guidelines for senior executive officers, with CEO at six times annual base salary | | ✔ | Anti-hedging and anti-pledging guidelines for senior executive officers, with no hardship exception | | ✔ | Majority vote policy for uncontested elections | | ✔ | Annual Board and committee written self-assessment through outside counsel | | ✔ | Annual Lead Independent Director written assessment through outside counsel | | ✔ | Annual written assessment of the CEO by the Board, facilitated through outside counsel | | ✔ | Annual enterprise risk assessment | | ✔ | Director orientation | | ✔ | Independent Audit Committee oversees information security and cybersecurity |

  16. Board of Directors

    Board of Directors Meetings. Our Board held 10 meetings during the year ended December 31, 2023. Each current member of the Board attended at least 75% of the aggregate of all meetings of the Board and of all committees on which he/she served, during his/her time as a director in 2023. We encourage the members of our Board to attend our Annual Meeting of Stockholders, although we do not have a formal policy regarding director attendance at such meetings. All of our then-current directors attended the 2023 Annual Meeting of Stockholders. Director Independence. Our Class A common stock is listed on The NASDAQ Global Select Market(TM). Therefore, we are subject to the listing standards embodied in applicable NASDAQ Stock Market (“NASDAQ”) listing standards and the rules and regulations of the SEC, including those relating to corporate governance. The Board has determined that the following directors and director nominees are “independent” under NASDAQ Rule 5605(a)(2): Messrs. Carson, Kramer, Moline, Rosser, Schmidt, and Welborn. The Board has also determined that with respect to each of our Audit Committee, Compensation Committee, and Nominating Committee, each member and committee composition satisfies the applicable committee independence and membership requirements of NASDAQ and the SEC. In accordance with NASDAQ Rule 5605(b)(2), in 2023, our independent directors held three special meetings of independent directors, without the presence of management. Our Nominating Committee reviewed (i) the SEC regulatory and NASDAQ listing standards for assessing the independence of our directors and director nominees, (ii) the criteria for determining each such individual’s independence specifically for purposes of serving on the Audit Committee, Compensation Committee, and Nominating Committee, and as an “audit committee financial expert,” and (iii) each such individual’s professional experience, education, skills, ability to enhance differences of viewpoint, diversity, and other qualities among our Board membership. After concluding its review, the Nominating Committee submitted its independence recommendations to our Board. Our Board then made its independence determinations based on the committee’s recommendations. Board Oversight of Risk Management. The Board has overall responsibility for risk oversight, which involves evaluating any material risks concerning us, as well as management’s decisions and efforts to identify, manage, and monitor such risks. This oversight also includes understanding and determining what constitutes an appropriate level and tolerance of risk for the Company. The Board addresses this responsibility as part of its periodic Board meetings. The primary areas of risk assessment include financial and accounting risk, legal and compliance risk, information security and cybersecurity risk, succession risk, safety and security risk, operational and strategic risk, and regulatory risk. The Board has delegated oversight responsibility to each of the Board committees according to its respective area of responsibility. The Audit Committee oversees assessment and management of financial risks, is responsible for overseeing potential conflicts of interest, monitors and mitigates risks relating to our deployment of financial resources, the management of our balance sheet and the investment of cash and other assets, and is responsible for the management of risks related to information security and cybersecurity. The Compensation Committee is responsible for overseeing the management of risks relating to our executive and non-executive compensation policies and practices and the incentives created by our compensation policies and practices. The Nominating Committee is responsible for overseeing implementation of appropriate corporate governance procedures, monitoring and overseeing the management and mitigation of operating risks, and overseeing the management of risks associated with the independence of our Board, and overseeing of our plans, policies, and disclosures related to ESG matters. The Risk Committee monitors and reviews the Company’s risk framework, including the adequacy and effectiveness of the Company’s risk management policies, safety initiatives, business continuation, and enterprise risk management program. In its risk oversight role, our Board considers and confers with management about risk administration. Typically, management identifies, measures, and analyzes risks inherent to our business, operations, and industry. Pursuant to the Board’s instruction, management regularly reports on applicable risks to the relevant committee or the full Board. As appropriate, additional review or reporting on risks are conducted as needed or as requested by our Board and its committees, and appropriate committee members may interact with management as required to fulfill their risk oversight responsibilities. Additionally, the Board conducts an annual risk assessment. The Board’s role in risk oversight has not affected the Board’s leadership structure. Board Leadership Structure; Lead Independent Director. The Board is responsible for overseeing our overall corporate governance and the competent and ethical management and operation of our business. The Board elects our Lead Independent Director each year. Mr. Welborn has been our Lead Independent Director since the 2021 Annual Meeting. Mr. Parker currently serves as our Chairman of the Board and CEO. The Board elects our Chairman of the Board and CEO annually. Mr. Parker has served as our Chairman of the Board and CEO since 1994. Our independent directors regularly meet without the presence of management. These executive sessions are typically conducted before or after any Board meeting at which a majority of the independent directors are present or by holding special meetings of the independent directors. We believe that the Lead Independent Director has contributed to the efficiency and functionality of the full Board. The Lead Independent director presides over executive sessions and acts as a liaison between the between our independent directors and the Board. The Board believes our leadership structure with Mr. Parker serving as Chairman of the Board and CEO and Mr. Welborn as Lead Independent Director is appropriate and suitable for proper and efficient Board functioning and communication. We believe the combination of Mr. Parker’s leadership positions is effective for us given Mr. Parker’s in-depth knowledge of and experience in our business and industry. Further, his large beneficial stockholdings and long-standing service in senior leadership positions demonstrate to our stockholders Mr. Parker’s commitment to our growth and success. As the CEO, Mr. Parker is also involved in the Company’s routine operations and is in a position to elevate critical business issues to the Board and senior management because he reports to the Board as the CEO with the other executive officers and participates in the meetings as a director. The Board has determined the Chairman of the Board and CEO combination, together with a successful governance structure that includes the exercise of key oversight responsibilities by independent directors, provides an effective balance for the management of the Company and our stockholders’ best interests. Additionally, our Lead Independent Director provides for an effective balance for the management of the Company and our stockholders’ best interests. Our Board has the flexibility to modify our leadership structure in the future, as the Board deems appropriate or necessary.

  17. Board of Directors

    Our Board and committees participate in a rigorous annual self-assessment process conducted by outside counsel involving written questionnaires, with inquiries in risk, strategic planning, succession planning, independence, Board composition, general Board operations and administration, and other areas. Our Lead Independent Director reviews these results with outside counsel and the Board, periodically meets with other Board members, and provides management with actionable feedback. Our Lead Independent Director also undergoes a thorough, written annual assessment conducted by outside counsel and reviewed with the Nominating Committee and the Board. Proxy Access. Eligible stockholders who have continuously owned at least 3% of the issued and outstanding Class A common stock for at least three years and who otherwise meet the requirements set forth in our Sixth Amended and Restated Bylaws may have their director nominees included in our proxy materials. Eligible stockholders may aggregate up to 20 stockholders to reach the 3% ownership threshold. The number of director nominees nominated by an eligible stockholder or a group of eligible stockholders may not be more than 20% of the total number of directors of the Company, but not less than two. Notice of nominations must be received no earlier than 150 days and no later than 120 days prior to the anniversary of the date the Company mailed its proxy for the immediately preceding annual meeting of stockholders. Corporate Governance Guidelines. The Board has adopted Corporate Governance Guidelines, which, along with our articles of incorporation, bylaws, and the charters of the Board’s Committees, form the framework of governance of the Company. Our Corporate Governance Guidelines are available on our website, www.covenantlogistics.com, under the “Governance” tab of the “Resources - Investors” menu. Overboarding Policy. The Board approved an overboarding policy that prohibits Mr. Parker, as CEO and Chairman of the Board, from serving on more than three public company boards in total (including service on the Company’s Board) and prohibits the other board members from serving on more than five public company boards in total (including service on the Company’s Board.) This is to ensure that our directors devote adequate time for preparation and attendance at Board and Committee meetings, including the Annual Meeting of Stockholders. None of our directors serve on more than three public company boards (excluding the Company). Mr. Parker’s public company board service is limited to the Company. Majority Vote Policy. Our Board’s majority vote standard requires that, for directors to be elected (or reelected) to serve on the Company’s Board, they must receive support from holders of a majority of shares voted. A director who is subject to an uncontested election at any stockholder meeting shall promptly tender his or her resignation for consideration by the Nominating Committee, if such director receives a greater number of votes “withheld” from his or her election than are voted “for” such election, excluding abstentions. The Nominating Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the support from the holders of a majority of shares voted in the election of directors. In making this recommendation, the Nominating Committee will consider all factors deemed relevant by its members including, without limitation, the underlying reasons why stockholders voted against the director (if ascertainable), the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to the Company, whether by accepting such resignation the Company will no longer be in compliance with any applicable laws, rules, regulations, or governing documents, and whether or not accepting the resignation is in the best interests of the Company and its stockholders. The Board will act on the Nominating Committee’s recommendation no later than at its first regularly scheduled meeting following certification of the stockholder vote, but in any case, no later than 120 days following the certification of the stockholder vote. In considering the Nominating Committee’s recommendation, the Board will consider the factors considered by the Nominating Committee and such additional information and factors the Board believes to be relevant. The Company will promptly publicly disclose the Board’s decision and process in a periodic or current report filed with or furnished to the SEC. Any director who tenders his resignation pursuant to the majority vote policy will not participate in the Nominating Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation. However, such director shall remain active and engaged in all other committee and Board activities, deliberations, and decisions during the Nominating Committee and Board process. Anti-Hedging and Anti-Pledging Policy. Our anti-hedging and anti-pledging policy prohibits our CEO, President and COO, and CFO, as well as our directors, from (i) hedging their ownership positions in Class A or Class B common stock (including, but not limited to, short-selling, options, puts and calls, as well as derivatives such as swaps, forwards, and futures), (ii) pledging owned Class A or Class B common stock as collateral for loans, and (iii) purchasing our Class A common stock on margin. Hedging activities include hedging our Class A and Class B common stock. There is no hardship exception to our anti-hedging and anti-pledging policy. Stock Ownership Guidelines. Our stock ownership guidelines require our CEO, President and COO, CFO and non-employee directors to build or maintain certain stock ownership over time through equity grants. The stock ownership guidelines for our CEO are six times annual base salary. The stock ownership guidelines for our President and COO, as well as our CFO, are one times annual base salary. The stock ownership guidelines for our non-employee directors are five times annual cash retainer. Director Retirement Policy. In accordance with our Corporate Governance Guidelines, each director will resign as a director immediately prior to the Company’s Annual Meeting of Stockholders first falling after the director attains 75 years of age. Notwithstanding the foregoing, the Board has authority to waive mandatory retirement in individual cases, if in the judgement of the Board the best interests of the Company and the stockholders would be served by such waiver. Stockholder Communications with the Board of Directors. Our Board has adopted procedures by which our stockholders may communicate with our Board regarding matters of substantial importance to us. Information concerning the manner in which stockholders can communicate with the Board is set forth in our Stockholder Communications Procedures available on our website, www.covenantlogistics.com, under the “Governance” tab of the “Resources - Investors” menu. Our Stockholder Communications Procedures, which was adopted by the Board, describes the process for sending communications and determining which communications will be relayed to directors. Please note that we reserve the right not to forward any abusive, threatening, or otherwise inappropriate materials.

  18. Key Features of Executive Compensation Program

    | ✔ | Conservative pay policy with total Named Executive Officer weighted heavily toward performance targets | | ✔ | Annual say-on-pay votes | | ✔ | Stock ownership guidelines for senior executive officers, with CEO at six times annual base salary | | ✔ | Anti-hedging and anti-pledging guidelines for senior executive officers, with no hardship exception | | ✔ | Independent compensation consultant retained by the Compensation Committee to advise on executive compensation matters | | ✔ | No tax gross-ups | | ✔ | Direct link between pay and performance that aligns business strategies with stockholder value creation | | ✔ | No re-pricing or back-dating of stock options or similar awards | | ✔ | No equity vesting periods of less than twelve months (except for the 5% of the share reserve as of the adoption of the Second Amendment to the Incentive Plan in July 2020 that are available for issuance under the Incentive Plan with no minimum vesting requirements) | | ✔ | No payment of dividends on unvested equity awards granted after the adoption of the First Amendment to the Incentive Plan in May 2019 | | ✔ | No voting on unvested equity awards granted after the adoption of the First Amendment to the Incentive Plan in May 2019 | | ✔ | Double trigger change in control for severance benefits. | | ✔ | Double trigger change in control equity awards since July 2020. | | ✔ | No discretion under the Incentive Plan for the Compensation Committee to accelerate vesting, except in cases involving death or disability | | ✔ | No cash vehicle allowances or company-provided cars | | ✔ | Clawback Policy |

  19. Overview and Philosophy of Compensation

    Overview and Philosophy of Compensation The Compensation Committee of our Board oversees all of our executive officer compensation arrangements. The Compensation Committee has the specific responsibility to (i) review and approve corporate goals and objectives relevant to the compensation of our CEO, (ii) evaluate the performance of our CEO in light of those goals and objectives, including through the annual CEO assessment, and (iii) determine and approve the compensation level of our CEO based upon that evaluation. The Compensation Committee also has the responsibility to review annually the compensation of our other executive officers and to determine whether such compensation is reasonable under existing facts and circumstances. In making such determinations, the Compensation Committee seeks to ensure that the compensation of our executive officers aligns the executive officers’ interests with the interests of our stockholders. The Compensation Committee also reviews and approves all forms of deferred compensation and incentive compensation, including annual cash bonuses, stock option grants, stock grants, and other forms of incentive compensation granted to our executive officers. The Compensation Committee takes into account the recommendations of our CEO and our President in reviewing and approving the overall compensation of the other executive officers (but not with respect to their own compensation). The Compensation Committee has the authority under its charter to retain outside consultants as it deems appropriate. In accordance with this authority, the Compensation Committee engaged Willis Towers Watson to provide independent and unbiased external advice and expertise regarding executive compensation and to provide a competitive market pay analysis for our Named Executive Officers in 2023. The Compensation Committee used this advice and information as a guide in reviewing our executive compensation program, including with respect to the setting of base salaries and grants of equity awards to our executive officers. For 2024, the Compensation Committee engaged Pearl Meyer. At the most senior level, including our Named Executive Officers, we seek to attract, motivate, and retain executive officers who are capable of evaluating, building, and managing multiple businesses, and who we believe will create long-term value for our stockholders. In this regard, we use a mix of compensation designed to provide overall compensation levels that (i) are sufficient to attract and retain talented executive officers and to motivate those executives to achieve superior results, (ii) align executives’ interests with our corporate strategies, our business objectives, and the performance of specific business units to the extent applicable, (iii) enhance executives’ incentives to increase our stock price and focus on the long-term interests of our stockholders, and (iv) are consistent with our goal of controlling costs. In many instances we build our compensation elements around long-term retention and development together with annual rewards based on financial performance.

  20. Elements of Compensation

    | ● | annual incentive compensation, which may include performance-based annual cash and/or equity awards; |

  21. Elements of Compensation

    | ● | long-term cash and equity incentive awards; |

  22. Long-Term Incentives

    Long-Term Incentives The Covenant Logistics Group, Inc. Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (the “Incentive Plan”), is a broad-based cash and equity incentive plan. Long-term incentives under the Incentive Plan are typically granted as equity awards. We use equity awards, among other things, to:

  23. Long-Term Incentives

    | ● | provide incentives to executive officers in a manner designed to reinforce our performance goals; |

  24. Long-Term Incentives

    | ● | attract, motivate, and retain qualified executive officers by providing them with long-term incentives; and |

  25. Long-Term Incentives

    | ● | align our executive officers’ and stockholders’ long-term interests by creating a strong, direct link between executive compensation and stockholder return (in this Proxy Statement, the terms “stockholder return” and “stockholder value” generally refer to the percentage increase in the value of our stockholders’ Company shares). |

  26. Long-Term Incentives

    The Incentive Plan allows the Compensation Committee to link compensation to performance over a period of time by using equity-based awards (which often value a company’s long-term prospects), requiring holding periods for equity grants, and granting awards that have multiple-year vesting schedules. Awards with multiple-year vesting schedules, such as restricted stock grants, provide balance to the other elements of our compensation program that otherwise link compensation to annual performance. Awards with multiple-year vesting schedules create incentive for executive officers to increase stockholder value over an extended period of time because the value received from such awards is based on the growth of the stock price. Such awards also incentivize executive officers to remain with us over an extended period of time, which enables us to retain experienced executive talent. Thus, we believe our Incentive Plan is an effective way of aligning the interests of our executive officers with those of our stockholders. In determining our long-term incentive compensation, our Compensation Committee evaluates which award vehicles achieve the best balance between providing appropriate long-term incentive compensation and creating long-term stockholder value. The Compensation Committee considers several factors when determining long-term incentive awards to be granted to our executive officers, including:

  27. Long-Term Incentives

    | ● | the recommendations of our CEO and our President; |

  28. Long-Term Incentives

    | ● | how the achievement of certain performance goals will help us improve our financial and operating performance and add long-term value to our stockholders; |

  29. Long-Term Incentives

    | ● | the value of the award in relation to other elements of total compensation, including the number of options or restricted stock currently held by the executive officer, and the number of stock options or restricted stock granted to the executive officer in prior years; |

  30. Long-Term Incentives

    | ● | the executive officer’s position, scope of responsibility, ability to affect our financial and operating performance, ability to create stockholder value, and historical and recent performance; |

  31. Long-Term Incentives

    | ● | the expected impact of awards on executive officer retention; |

  32. Long-Term Incentives

    | ● | the tax deductibility of certain awards; and |

  33. Long-Term Incentives

    | ● | the impact of the awards on our earnings, cash flows, and diluted share count. |

  34. Long-Term Incentives

    Our long-term incentive plan approved in 2023 is described under Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2023 Long-Term Incentive Plan.

  35. Performance-Based Annual Cash Bonuses

    Performance-Based Annual Cash Bonuses The Compensation Committee uses performance-based annual cash bonuses to provide motivation for the executives to produce positive results in the expected business environment for the year. These performance-based annual bonuses are based on the executives’ completion of annual bonus targets established by the Compensation Committee. Performance-based annual cash bonuses typically encourage and reward executive officers for performance during the fiscal year and on a short-term basis. We believe our performance-based bonuses also contribute to our long-term success because such bonuses motivate and reward achievement of strategic and financial goals that are judged by the Compensation Committee to reflect desirable targets. When calculating the cash bonus earned by an executive officer under the Incentive Plan, the Compensation Committee may, in its sole judgment, exercise negative discretion to eliminate or reduce the size of a bonus if the Compensation Committee determines such action is appropriate, but may not increase a bonus above the executive’s maximum cash bonus actually earned based on achievement of the objective performance criteria. Further, the Compensation Committee is required to certify, prior to payment of a cash bonus under the Incentive Plan, that the respective performance targets underlying the cash bonus were achieved. Our short-term cash incentive plan for 2023 is described under Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – 2023 Senior Executive Bonus Program.

  36. Compensation Paid to Our Chief Executive Officer

    | ● | participation in the 2023 Senior Executive Bonus Program, as described in more detail under the heading 2023 Senior Executive Bonus Program below; |

  37. Compensation Paid to Our Chief Executive Officer

    | ● | participation in the Lew Thompson & Son Bonus Plan, as described in more detail under the heading Lew Thompson & Son Bonus Plan below; |

  38. Compensation Paid to Our Chief Executive Officer

    | ● | participation in the 2023 Long-Term Incentive Plan, as described in more detail under the heading 2023 Long-Term Incentive Plan below; |

  39. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the 2023 Senior Executive Bonus Program, as described in more detail under the heading 2023 Senior Executive Bonus Program below; |

  40. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the Lew Thompson & Son Bonus Plan, as described in more detail under the heading Lew Thompson & Son Bonus Plan below; |

  41. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the 2023 Long-Term Incentive Plan, as described in more detail under the heading 2023 Long-Term Incentive Plan below; |

  42. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the 2023 Senior Executive Bonus Program, as described in more detail under the heading 2023 Senior Executive Bonus Program below; |

  43. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the Lew Thompson & Son Bonus Plan, as described in more detail under the heading Lew Thompson & Son Bonus Plan below; |

  44. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the 2023 Long-Term Incentive Plan, as described in more detail under the heading 2023 Long-Term Incentive Plan below; |

  45. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the 2023 Senior Executive Bonus Program, as described in more detail under the heading 2023 Senior Executive Bonus Program below; |

  46. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the 2023 Long-Term Incentive Plan, as described in more detail under the heading 2023 Long-Term Incentive Plan below; |

  47. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the 2023 Senior Executive Bonus Program, as described in more detail under the heading 2023 Senior Executive Bonus Program below; |

  48. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the Lew Thompson & Son Bonus Plan, as described in more detail under the heading Lew Thompson & Son Bonus Plan below; |

  49. Compensation Paid to Our Other Named Executive Officers

    | ● | participation in the 2023 Long-Term Incentive Plan, as described in more detail under the heading 2023 Long-Term Incentive Plan below; |

  50. 2023 Senior Executive Bonus Program

    2023 Senior Executive Bonus Program Under the 2023 Senior Executive Bonus Program, our Named Executive Officers were eligible to receive incremental cash bonuses upon satisfaction of certain goals related to consolidated adjusted earnings per share (“Adjusted EPS”), equipment, driver retention, information technology, and business unit performance, over a performance period of January 1, 2023 to December 31, 2023. The annual bonus targets, expressed as a percentage of year-end annualized base salary, under the 2023 Senior Executive Bonus Program were as follows:

  51. 2023 Senior Executive Bonus Program

    | Named Executive Officer | Bonus Target | | David R. Parker | 100.0% | | M. Paul Bunn | 100.0% | | Tripp Grant | 60.0% | | Samuel F. Hough | 55.0% | | Lynn Doster | 55.0% | | Joey B. Hogan(1) | 50.0% |

  52. 2023 Senior Executive Bonus Program

    | (1) Mr. Hogan’s bonus target under the 2023 Senior Executive Bonus Program was 100% of his base salary for the first half of 2023, and 50% for the second half of 2023. However, under the terms of the Retirement Agreement, Mr. Hogan became ineligible to receive any payout under the 2023 Senior Executive Bonus Program. |

  53. 2023 Senior Executive Bonus Program

    Messrs. Parker, Bunn, and Grant could earn up to 150.0% of their bonus target based on certain Adjusted EPS goals for fiscal year 2023, as follows:

  54. 2023 Senior Executive Bonus Program

    | Adjusted EPS | Achievement Potential as a Percentage of Bonus Target(1) | | $4.15 | 37.5% | | $4.65 | 75.0% | | $6.00 | 150.0% |

  55. 2023 Senior Executive Bonus Program

    | (1) The Compensation Committee also created specific parameters for awarding bonuses within certain incremental ranges of achievement of the Adjusted EPS goals. |

  56. 2023 Senior Executive Bonus Program

    Messrs. Parker, Bunn, and Grant were also eligible to earn up to an additional 25.0% of their bonus target based on achievement of the following goals in fiscal year 2023 (8.33% of their bonus target for each goal achieved), as follows:

  57. 2023 Senior Executive Bonus Program

    | ● | Equipment – Reduce average weekly trucks in shops from 10.8% in 2022 to 7.8% in 2023 and reduce trucks available for sale or trade from 432 to 200 by December 31, 2023; |

  58. 2023 Senior Executive Bonus Program

    | ● | Driver Retention – Reduce the Company’s Enterprise Annualized Driver Turnover to 117% in 2023, representing a 28% decrease from 2022; and |

  59. 2023 Senior Executive Bonus Program

    | ● | IT Strategic Projects Completion – Implement new IT systems in Brokerage, payroll, Expedited, and back-office systems, and complete the upgrade and installation of a transportation management service. (100% credit for three of five completed, and 50% credit for two of five completed.) |

  60. 2023 Senior Executive Bonus Program

    Mr. Hough and Ms. Doster could earn up to 100.0% of their bonus target based on certain Adjusted EPS goals for fiscal year 2023, as follows:

  61. 2023 Senior Executive Bonus Program

    | Adjusted EPS | Achievement Potential as a Percentage of Bonus Target(1) | | $4.15 | 25.0% | | $4.65 | 50.0% | | $6.00 | 100.0% |

  62. 2023 Senior Executive Bonus Program

    | (1) The Compensation Committee also created specific parameters for awarding bonuses within certain incremental ranges of achievement of the Adjusted EPS goals. |

  63. 2023 Senior Executive Bonus Program

    Mr. Hough and Ms. Doster were also eligible to earn up to 55.0% of their bonus target based on the adjusted operating income of their respective business units (Expedited for Mr. Hough and Dedicated and Warehousing for Ms. Doster, respectively) for fiscal year 2023, as follows:

  64. 2023 Senior Executive Bonus Program

    | Business Unit Adjusted Operating Income | | Achievement Potential as | | Expedited | Combined Dedicated and Warehouse | a Percentage of Bonus Target(1) | | $39,162,929 | $27,610,186 | 15.0% | | $42,338,302 | $29,848,849 | 30.0% | | $55,039,793 | $38,803,504 | 55.0% |

  65. 2023 Senior Executive Bonus Program

    | (1) The Compensation Committee also created specific parameters for awarding bonuses within certain incremental ranges of achievement of the business unit performance. |

  66. 2023 Senior Executive Bonus Program

    Additionally, Mr. Hough and Ms. Doster were eligible to earn up to an additional 20.0% of their bonus target based on achievement of a business unit driver retention target. For Mr. Hough, this target was 145% for Expedited drivers. For Ms. Doster, this target was 90% for Dedicated drivers. In February 2024, the Compensation Committee determined that the following goals were met: With respect to each Named Executive Officer, Adjusted EPS ($4.16 Adjusted EPS for fiscal year 2023); with respect to Messrs. Parker, Bunn, and Grant, equipment (4.6% trucks in shops and 130 trucks available for sale or trade), driver retention (105%), and IT Strategic Projects Completion (three of five); with respect to Mr. Hough, Expedited adjusted operating goal achieved at the 30% level ($44.2 million of Expedited adjusted operating income for fiscal year 2023) and Expedited driver retention achieved (126%); and with respect to Ms. Doster, combined Dedicated and Warehousing adjusted operating income goal achieved at the 40% level ($37.2 million of combined Dedicated and Warehousing adjusted operating income for fiscal year 2023) and Dedicated driver retention achieved (78%); resulting in the following payouts under the 2023 Senior Executive Bonus Program:

  67. 2023 Senior Executive Bonus Program

    | Named Executive Officer | Payout | | David R. Parker | $502,944 | | M. Paul Bunn | $328,133 | | Tripp Grant | $140,689 | | Samuel F. Hough | $172,295 | | Lynn Doster | $194,529 |

  68. Lew Thompson & Son Bonus Plan

    Lew Thompson & Son Bonus Plan In April 2023, the Company acquired Lew Thompson & Son, a dedicated contract carrier specializing in poultry feed and live haul transportation in Northwest Arkansas and surrounding areas. In May 2023, the Compensation Committee approved the Lew Thompson & Son Bonus Plan, to incentivize certain members of management, including Messrs. Parker, Bunn, and Grant and Ms. Doster, to achieve certain financial goals related to Lew Thompson & Son. Achievement under the Lew Thompson & Son Bonus Plan is based on four targets (collectively, the “LT Targets”) related to adjusted EBITDA from all poultry related business (“Poultry EBITDA”). LT Target 1 is Poultry EBITDA greater than $23.5 million for fiscal year 2024. LT Target 2 is Poultry EBITDA greater than $25.5 million for fiscal year 2025. LT Target 3 is Poultry EBITDA greater than $27.5 million for fiscal year 2026. If LT Targets 1, 2, and/or 3 are not achieved, there is a catch-up provision that would allow the unattained LT Target 1, 2, and/or 3 to be earned if the cumulative Poultry EBITDA for fiscal years 2024 through 2026 is greater than $76.5 million. LT Target 4 can be achieved by either (i) Poultry EBITDA for fiscal year 2026 of greater than $30 million or (ii) cumulative Poultry EBITDA of greater than $80 million for fiscal years 2024 through 2026. The Compensation Committee set the LT Targets to incentivize growth and profitability of the acquired Lew Thompson & Son business with a plan design that rewarded additional Poultry EBITDA with additional vesting. Further, performance attainment of LT Target 1, 2, 3, and 4 include a one-year retention vesting requirement from the performance attainment date to incentivize key management retention. With respect to LT Targets 1, 2, and 3, the participants received an aggregate award equivalent to the following amounts:

  69. Lew Thompson & Son Bonus Plan

    | Named Executive Officer | Award Equivalent Amount | | David R. Parker | $300,000 | | M. Paul Bunn | $300,000 | | Tripp Grant | $150,000 | | Lynn Doster | $75,000 |

  70. Lew Thompson & Son Bonus Plan

    For LT Targets 1, 2, and 3, the awards for Mr. Parker and Ms. Doster were in cash, while the awards for Messrs. Bunn and Grant were in restricted shares equivalent to the listed amount. One-third of the awards may be earned for achievement of each of LT Targets 1, 2, and 3. Furthermore, the participants may earn an additional cash bonus subject to achievement of LT Target 4, as follows:

  71. Lew Thompson & Son Bonus Plan

    | Named Executive Officer | Award Equivalent Amount | | David R. Parker | $200,000 | | M. Paul Bunn | $200,000 | | Tripp Grant | $100,000 | | Lynn Doster | $50,000 |

  72. Lew Thompson & Son Bonus Plan

    Awards under the Lew Thompson & Son Bonus Plan are subject to customary termination, forfeiture, and acceleration provisions.

  73. 2023 Long-Term Incentive Plan

    2023 Long-Term Incentive Plan On May 17, 2023, the Compensation Committee approved a long-term incentive plan (the “2023 Long-Term Incentive Plan”) in which the Named Executive Officers received an aggregate award equivalent to the following amounts:

  74. 2023 Long-Term Incentive Plan

    | Named Executive Officer | Award Equivalent Amount | | David R. Parker | $1,000,000 | | M. Paul Bunn | $600,000 | | Tripp Grant | $250,000 | | Samuel F. Hough | $200,000 | | Lynn Doster | $200,000 |

  75. 2023 Long-Term Incentive Plan

    These participants received restricted shares equivalent to the listed amount, 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 EPS of $13.50 for the performance period ended December 31, 2026, (B) 25% upon the Company’s attainment of a three-year cumulative Adjusted EPS of $14.25 for the performance period ended December 31, 2026, (C) 25% for continued service through December 31, 2024, and (D) 25% for continued service through December 31, 2025. Furthermore, the participants may earn an additional cash bonus subject to achievement of a three-year cumulative Adjusted EPS goal for the performance period ended December 31, 2026, which is in excess of the goals in (A) and (B) as follows:

  76. 2023 Long-Term Incentive Plan

    | Named Executive Officer | Award Equivalent Amount | | David R. Parker | $500,000 | | M. Paul Bunn | $300,000 | | Tripp Grant | $125,000 | | Samuel F. Hough | $100,000 | | Lynn Doster | $100,000 |

  77. 2023 Long-Term Incentive Plan

    Awards under the 2023 Long-Term Incentive Plan are subject to customary termination, forfeiture, and acceleration provisions.

  78. Restricted Stock and Option Results Based on 2023 Performance

    Restricted Stock and Option Results Based on 2023 Performance Market Condition Options In April 2021, the Compensation Committee granted performance-based options to purchase the Company’s Class A common stock to Messrs. Parker and Bunn, subject to vesting if the closing price of the Company’s Class A Common Stock exceeded $30.00 for at least 90 consecutive trading days before December 31, 2023, as follows (the “Market Condition Options”):

  79. Restricted Stock and Option Results Based on 2023 Performance

    | Named Executive Officer | Options | | David R. Parker | 100,000 | | M. Paul Bunn | 12,500 |

  80. Restricted Stock and Option Results Based on 2023 Performance

    On January 7, 2023, the Market Conditions Options vested, as the closing price of the Company’s Class A Common Stock exceeded $30.00 for 90 consecutive trading days. Performance Condition Options In November 2020, the Compensation Committee granted performance-based options to purchase the Company’s Class A common stock to Messrs. Bunn, Grant, and Hough and Ms. Doster, as follows (the “Performance Condition Options”):

  81. Restricted Stock and Option Results Based on 2023 Performance

    | Named Executive Officer | Options | | M. Paul Bunn | 135,216 | | Tripp Grant | 27,043 | | Samuel F. Hough | 45,072 | | Lynn Doster | 45,072 |

  82. Restricted Stock and Option Results Based on 2023 Performance

    In April 2021, the Compensation Committee granted additional Performance Condition Options as follows:

  83. Restricted Stock and Option Results Based on 2023 Performance

    | Named Executive Officer | Options | | David R. Parker | 300,000 | | M. Paul Bunn | 37,500 |

  84. Restricted Stock and Option Results Based on 2023 Performance

    All of the Performance Condition Options were eligible to vest as follows (collectively the “Full Vesting Criteria”):

  85. Restricted Stock and Option Results Based on 2023 Performance

    | ● | One-third if the Company achieved at least $900 million of freight revenue for the year ended December 31, 2023; |

  86. Restricted Stock and Option Results Based on 2023 Performance

    | ● | One-third if the Company achieved a cumulative three-year Adjusted EPS of $4.00 for the three-year period ended December 31, 2023, provided that the Adjusted EPS for the year ended December 31, 2023 could not be less than $1.00 per share; and |

  87. Restricted Stock and Option Results Based on 2023 Performance

    | ● | One-third if the Company achieved a cumulative three-year Adjusted EPS of $4.75 for the three-year period ended December 31, 2023. |

  88. Restricted Stock and Option Results Based on 2023 Performance

    In February 2024, the Compensation Committee certified that the Full Vesting Criteria had been achieved by the Company as follows: $970.1 million in freight revenue for the year ended December 31, 2023; and cumulative three-year Adjusted EPS of $13.61 for the three-year period ended December 31, 2023, with an Adjusted EPS of $4.16 for the year ended December 31, 2023. Upon the Compensation Committee’s certification that the Full Vesting Criteria had been achieved, the Performance Condition Options vested. AAT Bonus Program In February 2022, the Company acquired AAT Carriers, Inc. (“AAT”), a carrier specializing in highly regulated, time-sensitive loads for the U.S. Government. In May 2022, in order to incentivize certain financial goals related to AAT, the Compensation Committee approved the AAT Bonus Program. Under the AAT Bonus Program, Mr. Parker was eligible to earn a cash bonus of up to $250,000, Messrs. Hough and Grant were eligible to earn a cash bonus of up to $100,000, and Mr. Bunn was granted 18,042 shares of restricted Class A common stock (the “AAT Performance Stock”) based on three AAT EBITDA goals (collectively, the “EBITDA Goals”). The EBITDA Goals are as follows:

  89. Restricted Stock and Option Results Based on 2023 Performance

    | EBITDA Goals | AAT EBITDA | Performance Period | | EBITDA Goal 1 | >$13,000,000 | March 1, 2022 to February 28, 2023 | | EBITDA Goal 2 | >$15,000,000 | March 1, 2023 to February 29, 2024 | | EBITDA Goal 3 | >$17,500,000 | March 1, 2023 to February 29, 2024 |

  90. Restricted Stock and Option Results Based on 2023 Performance

    Upon achievement of the EBITDA Goals, Messrs. Parker, Grant, and Hough would earn the following cash bonuses:

  91. Restricted Stock and Option Results Based on 2023 Performance

    | Named Executive Officer | EBITDA Goal 1 | EBITDA Goal 2 | EBITDA Goal 3 | | David R. Parker | $83,333 | $83,333 | $83,334 | | Tripp Grant | $25,000 | $25,000 | $50,000 | | Samuel F. Hough | $25,000 | $25,000 | $50,000 |

  92. Restricted Stock and Option Results Based on 2023 Performance

    Upon achievement of each of the EBITDA Goals, Mr. Bunn would earn 6,014 shares of the AAT Performance Stock awarded to him. Any cash or restricted stock earned as a result of meeting an EBITDA Goal would be subject to an additional retention requirement and would vest on the first anniversary of the performance-vesting date. Awards under the AAT Bonus Plan were subject to customary termination, forfeiture, and acceleration provisions. In May 2023, the Compensation Committee certified that the EBITDA Goal 1 had been attained with an AAT EBITDA of $19.0 million for the performance period of March 1, 2022 to February 28, 2023. As a result, on February 28, 2024, Mr. Parker received a cash bonus of $83,333, Messrs. Hough and Grant each received a cash bonus of $25,000, and 6,014 of the shares of the AAT Performance Stock awarded to Mr. Bunn vested on February 28, 2024. In April 2024, the Compensation Committee determined that EBITDA Goal 2 and EBITDA Goal 3 were not met, and therefore, the remaining 12,028 shares of AAT Performance Stock held by Mr. Bunn were forfeited. When the AAT Bonus Program was adopted, Mr. Hogan participated under the same terms as Mr. Parker. Pursuant to the terms of the Retirement Agreement, Mr. Hogan became ineligible to receive any payouts under the AAT Bonus Program.

  93. Compensation Decisions with Respect to 2024

    | Named Executive Officer | Bonus Target | | David Parker | 100% | | M. Paul Bunn | 100% | | Tripp Grant | 60% | | Samuel F. Hough | 55% | | Lynn Doster | 55% |

  94. Benchmarking Compensation

    Benchmarking Compensation We do not formally benchmark our executive compensation against the executive compensation of any other particular company or competitive peer group of companies. The Compensation Committee, from time to time, has considered the forms and levels of compensation disclosed by other comparable publicly traded truckload carriers, certain other transportation companies, and companies of similar size and market capitalization generally in order to obtain a broad understanding of such companies’ compensation practices.

  95. Risk Considerations Regarding Compensation

    | ● | Our compensation structure generally utilizes a combination of short-term (such as base salary and performance-based annual bonuses) and long-term (equity awards) elements. This balanced mix aligns our compensation with the achievement of short- and long-term Company goals, promotes short- and long-term executive decision-making, and does not encourage or incentivize excessive or unreasonable risk-taking by employees in pursuit of short-term benefits. |

  96. Risk Considerations Regarding Compensation

    | ● | Equity awards are limited by the terms of our Incentive Plan to a fixed maximum and are subject to staggered or long-term vesting schedules, which aligns the interests of our executive officers and employees with those of our stockholders. |

  97. Risk Considerations Regarding Compensation

    | ● | Variable compensation elements for our Named Executive Officers were based on performance metrics for the consolidated group, not individual or departmental goals, which reflects an alignment of Company performance with incentive compensation. |

  98. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Messrs. Parker, Bunn, Grant, and Hough and Ms. Doster are employed at will and do not have an employment agreement. Each of Messrs. Parker, Bunn, Grant, and Hough and Ms. Doster is party to a severance agreement (each a “Severance Agreement”). As of December 31, 2023, upon a qualifying severance event, subject to employment, release, and other customary provisions, including a non-compete through 12 months post-termination (or 3 months post-termination in the case of Messrs. Grant and Hough and Ms. Doster), the Severance Agreements provided for the following benefits:

  99. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Salary Continuation | Management Incentive Cash Bonus | COBRA Reimbursement | | Messrs. Parker, and Bunn | 24 Months | If earned at or above minimum, then the target cash bonus for the year of termination, prorated for partial year of service | 24 Months | | Messrs. Grant and Hough and Ms. Doster | 18 Months(1) | If earned at or above minimum, then the target cash bonus for the year of termination, prorated for partial year of service | 18 Months |

  100. Potential Payments Upon Termination or Change in Control

    | (1) Messrs. Grant and Hough and Ms. Doster are eligible for 9 months guaranteed salary continuation, plus an additional 9 months of salary continuation so long as they have not secured employment consistent with their professional experience and/or skillset and paying an annualized base salary at least equal to their annualized base salary at the time of termination. |

  101. Potential Payments Upon Termination or Change in Control

    If a qualifying severance event occurred on December 31, 2023, our Named Executive Officers would be entitled to the following aggregate payments:

  102. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Aggregate Payments | | David Parker | $2,445,294 | | M. Paul Bunn | $1,626,219 | | Tripp Grant | $826,242 | | Samuel F. Hough | $879,627 | | Lynn Doster | $889,092 |

  103. Potential Payments Upon Termination or Change in Control

    As of December 31, 2023, upon a qualifying change in control event only when the recipient is terminated without “cause” or is subject to a “constructive termination,” in each case, between execution of a definitive agreement in contemplation of a change in control and continuing through 24 months following a change in control, subject to employment, release, and other customary provisions, including a non-compete through 12 months post-termination (or 3 months post-termination in the case of Messrs. Grant and Hough and Ms. Doster) the Severance Agreements provide for the following benefits:

  104. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Lump Sum Severance Payment (as a % of Annualized Base Salary) | Management Incentive Cash Bonus | COBRA Reimbursement | | Messrs. Parker and Bunn | 300% | Target cash bonus for the year of termination | 36 Months | | Messrs. Grant and Hough and Ms. Doster | 200% | Target cash bonus for the year of termination | 24 Months |

  105. Potential Payments Upon Termination or Change in Control

    If a qualifying change in control event together with a qualifying termination occurred on December 31, 2023, our Named Executive Officers would be entitled to the following aggregate payments:

  106. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Aggregate Payments | | David Parker | $3,265,585 | | M. Paul Bunn | $2,176,823 | | Tripp Grant | $1,026,622 | | Samuel F. Hough | $1,096,260 | | Lynn Doster | $1,109,170 |

  107. Potential Payments Upon Termination or Change in Control

    Under certain circumstances in which there is a change in control, certain outstanding unvested restricted stock and stock options granted to recipients, including Named Executive Officers, under the Incentive Plan and our predecessor plans may become vested upon the occurrence of such event, notwithstanding that such restricted shares or stock options may not have otherwise been fully vested. The Incentive Plan requires that equity awards granted after the effectiveness of the second amendment in July 2020 include a double trigger provision, which provides for the payment, or acceleration of vesting following a change in control only when the recipient is terminated without “cause” or is subject to a “constructive termination” during the 24 months following a change in control. Generally speaking, and as qualified by the terms of the relevant agreements, plans, and award notices, a "change in control" occurs if: (i) someone acquires 50% or more of the combined voting power of our stock, unless after the transaction more than 75% of the acquiring company is owned by all or substantially all of those persons who were beneficial owners of our stock prior to such acquisition; (ii) a majority of our directors is replaced, other than by new directors approved by existing directors; (iii) we consummate a reorganization, merger, or consolidation where, following such transaction, all or substantially all of those persons who were beneficial owners of our stock immediately prior to the transaction do not own, immediately after the transaction, more than 75% of the outstanding securities of the resulting corporation; (iv) we consummate a transaction subject to Rule 13e-3 of the Exchange Act in which David or Jacqueline Parker or their siblings, children, or grandchildren or a trust, corporation, partnership, limited partnership, limited liability company, or other entity controlled by the foregoing, are the beneficial owners of more than 50% of the outstanding securities of the resulting corporation ordinarily having the right to vote in the election of directors, or (v) we sell or liquidate all or substantially all of our assets. The estimated value of restricted stock and options that would have vested for our Named Executive Officers as of December 31, 2023 under the acceleration scenarios described above is set forth in the table below. The value for the accelerated restricted stock was calculated by multiplying the closing market price of our stock on December 29, 2023, the last trading day of fiscal year 2023 ($46.04), by the number of shares of accelerated restricted stock. The value for the accelerated options was calculated by subtracting the exercise price of the accelerated options from the closing market price of our stock on December 29, 2023 ($46.04) and multiplying that amount by the number of accelerated options. For additional information on the number of currently unvested restricted stock and stock options that may immediately vest in the event of a change in control, please refer to the Outstanding Equity Awards at Year-End Table.

  108. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Value of Accelerated Restricted Stock | Value of Accelerated Options | | David Parker | — | $7,440,000 | | M. Paul Bunn | $2,668,432 | $5,022,988 | | Tripp Grant | $666,152 | $818,592 | | Samuel F. Hough | $466,385 | $1,364,329 | | Lynn Doster | $466,385 | $1,364,329 | | Joey B. Hogan | $112,982 | — |

  109. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the total compensation of each of our Named Executive Officers for 2023, 2022, and 2021.

  110. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation(5) ($) | Total ($) | | David R. Parker, | 2023 | 799,579 | - | - | - | 502,944 | 79,295 | 1,381,818 | | CEO and Chairman of | 2022 | 743,070 | - | - | - | 1,293,260 | 80,479 | 2,116,809 | | the Board | 2021 | 717,168 | - | - | 3,939,000 | 1,087,509 | 90,256 | 5,833,933 | | M. Paul Bunn, | 2023 | 537,959 | - | 900,008(2) | - | 328,133 | 36,643 | 1,802,743 | | President and COO | 2022 | 412,471 | - | 399,991 | - | 602,458 | 25,774 | 1,440,694 | | | 2021 | 382,116 | - | 354,007 | 492,375 | 476,806 | 11,543 | 1,716,847 | | Tripp Grant, | 2023 | 364,110 | - | 399,990(2) | - | 140,689 | 30,331 | 935,120 | | EVP and CFO | 2022 | 274,129 | - | 93,740 | - | 308,824 | 14,204 | 690,897 | | | 2021 | 208,682 | - | - | - | 153,244 | 6,673 | 368,599 | | Samuel F. Hough, EVP | 2023 | 422,113 | - | 200,015(2) | - | 172,295 | 38,786 | 833,209 | | - Expedited Operations | 2022 | 360,509 | - | 112,511 | - | 314,654 | 24,082 | 811,756 | | | 2021 | 349,284 | - | 96,427 | - | 355,160 | 13,194 | 814,065 | | Lynn Doster, | 2023 | 414,888 | - | 200,015(2) | - | 194,529 | 31,349 | 840,781 | | EVP - Dedicated and | 2022 | 309,721 | 50,000 | 112,511 | - | 286,802 | 15,041 | 774,075 | | Warehousing Operations | 2021 | 297,075 | - | - | - | 135,190 | 4,895 | 437,160 | | Joey B. Hogan, | 2023 | 329,273 | - | 94,994(3) | - | - | 1,028,820 | 1,453,087 | | Former President(1) | 2022 | 529,330 | - | - | - | 909,370 | 39,520 | 1,478,220 | | | 2021 | 511,535 | - | 3,186,000 | - | 764,697 | 13,407 | 4,475,639 |

  111. Summary Compensation Table

    | (1) Mr. Hogan retired as an officer of the Company on June 30, 2023. Mr. Hogan continues to serve as a director on our Board. |

  112. Summary Compensation Table

    | (2) Under the Lew Thompson & Son Bonus Plan, on May 17, 2023, Messrs. Bunn and Grant received the following shares of performance-based restricted stock subject to vesting based on achievement of the LT Targets: Mr. Bunn 7,750 shares and Mr. Grant 3,875 shares. For Messrs. Bunn and Grant, the dollar amount represents the grant date fair value of the performance-based restricted stock received under the Lew Thompson & Son Bonus Plan, using the closing price of our Class A Common Stock on the grant date. Under the 2023 Long-Term Incentive Plan, on May 17, 2023, Messrs. Bunn, Grant, and Hough and Ms. Doster received the following shares of time-based restricted stock: Mr. Bunn 7,750 shares, Mr. Grant 3,228 shares, Mr. Hough 2,583, and Ms. Doster 2,583 shares. For Messrs. Bunn, Grant, and Hough and Ms. Doster, the dollar amount represents the grant date fair value of the time-based restricted stock received under the 2023 Long-Term Incentive Plan, using the closing price of our Class A Common Stock on the grant date. Under the 2023 Long-Term Incentive Plan, on May 17, 2023, Messrs. Bunn, Grant, and Hough and Ms. Doster received the following shares of performance-based restricted stock subject to vesting based on achievement of certain Adjusted EPS goals for the three-year period ending December 31, 2026: Mr. Bunn 7,750 shares, Mr. Grant 3,230 shares, Mr. Hough 2,584 shares, and Ms. Doster 2,584 shares. For Messrs. Bunn, Grant, and Hough and Ms. Doster, the dollar amount represents the grant date fair value of the restricted stock received under the 2023 Long-Term Incentive Plan, using the closing price of our Class A Common Stock on the grant date. For additional information of the grants of restricted shares made under the Lew Thompson & Son Bonus Plan and the 2023 Long-Term Incentive Plan see Executive Compensation – Compensation Discussion and Analysis, and the Grants of Plan Based Awards Table. |

  113. Summary Compensation Table

    | (3) Represents 2,454 shares of restricted stock Mr. Hogan received on May 17, 2023 for service on the Board. Subject to the terms of the award notice, the shares will vest on May 17, 2024. The grant date fair value of the time-based restricted stock was calculated using the closing price of our Class A Common Stock on the grant date. |

  114. Summary Compensation Table

    | (4) For 2023, represents the cash payouts under the 2023 Senior Executive Bonus Program. For more information on the 2023 Senior Executive Bonus Program see Executive Compensation – Compensation Discussion and Analysis. |

  115. Summary Compensation Table

    | (5) See All Other Compensation Table for additional information. |

  116. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information concerning each grant of an award made to our Named Executive Officers during 2023.

  117. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | Grant Date Fair | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Value of Stock and Option Awards ($) | | David R. Parker | -(1) | 67,059 | 804,710 | 1,408,243 | - | - | - | - | - | | | -(2) | 100,000 | 200,000 | 500,000 | - | - | - | - | - | | | -(3) | 250,000 | 1,000,000 | 1,500,000 | - | - | - | - | - | | M. Paul Bunn | -(1) | 43,751 | 525,013 | 918,773 | - | - | - | - | - | | | -(2) | - | 200,000 | 200,000 | - | - | - | - | - | | | 05/17/23 | - | - | - | 2,584(4) | 5,166(4) | 7,750(4) | - | 300,003(4) | | | -(3) | - | 300,000 | 300,000 | - | - | - | - | - | | | 05/17/23 | - | - | - | 3,875(5) | 7,750(5) | 7,750(5) | 7,750(6) | 600,005(5)(6) | | Tripp Grant | -(1) | 18,759 | 225,102 | 393,928 | - | - | - | - | - | | | -(2) | - | 100,000 | 100,000 | - | - | - | - | - | | | 05/17/23 | - | - | - | 1,292(4) | 2,583(4) | 3,875(4) | - | 150,001(4) | | | -(3) | - | 125,000 | 125,000 | - | - | - | - | - | | | 05/17/23 | - | - | - | 1,615(5) | 3,230(5) | 3,230(5) | 3,228(6) | 249,989(5)(6) | | Samuel F. Hough | -(1) | 34,459 | 229,727 | 402,022 | - | - | - | - | - | | | -(3) | - | 100,000 | 100,000 | - | - | - | - | - | | | 05/17/23 | - | - | - | 1,292(5) | 2,584(5) | 2,584(5) | 2,583(6) | 200,015(5)(6) | | Lynn Doster | -(1) | 34,329 | 228,857 | 400,500 | - | - | - | - | - | | | -(2) | 25,000 | 50,000 | 125,000 | - | - | - | - | - | | | -(3) | - | 100,000 | 100,000 | - | - | - | - | - | | | 05/17/23 | - | - | - | 1,292(5) | 2,584(5) | 2,584(5) | 2,583(6) | 200,015(5)(6) | | Joey B. Hogan | -(1) | 27,662 | 331,943 | 580,900 | - | - | - | - | - | | | 05/17/23 | - | - | - | - | - | - | 2,454(7) | 94,994(7) |

  118. Grants of Plan-Based Awards Table

    | (1) Represents potential cash payouts under the 2023 Senior Executive Bonus Program. The material terms of the 2023 Senior Executive Bonus Program, along with the payouts under the 2023 Senior Executive Bonus Program, are discussed in more detail under the heading 2023 Senior Executive Bonus Program in the Compensation Discussion and Analysis. |

  119. Grants of Plan-Based Awards Table

    | (2) Represents potential cash payouts under the Lew Thompson & Son Bonus Plan. The material terms of the Lew Thompson & Son Bonus Plan are discussed in more detail under the heading Lew Thompson & Son Bonus Plan in the Compensation Discussion and Analysis. |

  120. Grants of Plan-Based Awards Table

    | (3) Represents potential cash payouts under the 2023 Long-Term Incentive Plan. The material terms of 2023 Long-Term Incentive Plan are discussed in more detail under the heading 2023 Long-Term Incentive Plan in the Compensation Discussion and Analysis. |

  121. Grants of Plan-Based Awards Table

    | (4) Represents the restricted stock received under the Lew Thompson & Son Bonus Plan that will be earned upon the achievement of the LT Targets. The grant date fair value of the performance-based restricted stock received under the Lew Thompson & Son Bonus Plan was calculated using the closing price of our Class A Common Stock on the grant date. The material terms of the Lew Thompson & Son Bonus Plan are discussed in more detail under the heading Lew Thompson & Son Bonus Plan in the Compensation Discussion and Analysis. |

  122. Grants of Plan-Based Awards Table

    | (5) Represents the restricted stock received under the 2023 Long-Term Incentive Plan, that will vest upon the achievement of the certain three-year cumulative Adjusted EPS goals for the performance period ended December 31, 2026. The grant date fair value of the performance-based restricted stock received under the 2023 Long-Term Incentive Plan was calculated using the closing price of our Class A Common Stock on the grant date. The material terms of the 2023 Long-Term Incentive Plan are discussed in more detail under the heading 2023 Long-Term Incentive Plan in the Compensation Discussion and Analysis. |

  123. Grants of Plan-Based Awards Table

    | (6) Represents the time-based restricted stock received under the 2023 Long-Term Incentive Plan. Subject to the terms of the award notice, 50% of the time-based restricted stock will vest on December 31, 2024 and 50% of the time-based restricted stock will vest on December 31, 2025. The grant date fair value of the time-based restricted stock received under the 2023 Long-Term Incentive Plan was calculated using the closing price of our Class A Common Stock on the grant date. |

  124. Grants of Plan-Based Awards Table

    | (7) Represents restricted stock Mr. Hogan received on May 17, 2023 for service on the Board. Subject to the terms of the award notice, the shares will vest on May 17, 2024. The grant date fair value of the time-based restricted stock was calculated using the closing price of our Class A Common Stock on the grant date. |

  125. Narrative to Grants of Plan-Based Awards Table

    Narrative to Grants of Plan-Based Awards Table See Executive Compensation – Compensation Discussion and Analysis for a complete description of the performance targets for payment of incentive awards.

  126. Outstanding Equity Awards at Year-End Table

    Outstanding Equity Awards at Year-End Table The following table sets forth information concerning all stock option grants and stock awards held by our Named Executive Officers as of December 31, 2023. All outstanding equity awards are in shares of our Class A common stock. All options and restricted shares that have not vested are subject to certain continued employment, acceleration, and forfeiture provisions.

  127. Outstanding Equity Awards at Year-End Table

    | | | Stock Options | | | | Stock Awards | | | | | Name | Grant Date | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Exercisable Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(8) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(8) ($) | | David R. Parker | 04/06/21 | 100,000(1) | - | 21.24 | 04/06/31 | - | - | - | - | | | 04/06/21 | - | 300,000(2) | 21.24 | 04/06/31 | - | - | - | - | | M. Paul Bunn | 11/11/20 | 45,072 | - | 15.77 | 11/11/30 | - | - | - | - | | | 11/11/20 | - | 135,216(2) | 15.77 | 11/11/30 | - | - | - | - | | | 04/06/21 | 12,500(1) | - | 21.24 | 04/06/31 | - | - | - | - | | | 04/06/21 | - | 37,500(2) | 21.24 | 04/06/31 | - | - | - | - | | | 04/06/21 | - | - | - | - | 16,667(3) | 767,348 | - | - | | | 05/17/22 | - | - | - | - | 6,014(4) | 276,885 | 12,028(9) | 553,769 | | | 05/17/23 | - | - | - | - | - | - | 7,750(10) | 356,810 | | | 05/17/23 | - | - | - | - | 7,750(5) | 356,810 | 7,750(11) | 356,810 | | Tripp Grant | 11/11/20 | 9,015 | - | 15.77 | 11/11/30 | - | - | - | - | | | 11/11/20 | - | 27,043(2) | 15.77 | 11/11/30 | - | - | - | - | | | 05/31/22 | - | - | - | - | 1,378(6) | 63,443 | 2,758(12) | 126,978 | | | 05/17/23 | - | - | - | - | - | - | 3,875(11) | 178,405 | | | 05/17/23 | - | - | - | - | 3,228(5) | 148,617 | 3,230(11) | 148,709 | | Samuel F. Hough | 11/11/20 | 15,024 | - | 15.77 | 11/11/30 | - | - | - | - | | | 11/11/20 | - | 45,072(2) | 15.77 | 11/11/30 | - | - | - | - | | | 05/31/22 | - | - | - | - | 1,654(6) | 76,150 | 3,309(12) | 152,346 | | | 05/17/23 | - | - | - | - | 2,583(5) | 118,921 | 2,584(11) | 118,967 | | Lynn Doster | 11/11/20 | 15,024 | - | 15.77 | 11/11/30 | - | - | - | - | | | 11/11/20 | - | 45,072(2) | 15.77 | 11/11/30 | - | - | - | - | | | 05/31/22 | - | - | - | - | 1,654(6) | 76,150 | 3,309(12) | 152,346 | | | 05/17/23 | - | - | - | - | 2,583(5) | 118,921 | 2,584(11) | 118,967 | | Joey B. Hogan | 05/17/23 | - | - | - | - | 2,454(7) | 112,982 | - | - |

  128. Outstanding Equity Awards at Year-End Table

    | (1) Represents the Market Condition Options, which vested on January 7, 2023. The material terms of the Market Condition Options are discussed in more detail under the heading Market Condition Options in the Compensation Discussion and Analysis. |

  129. Outstanding Equity Awards at Year-End Table

    | (2) Represents the Performance Condition Options, which vested on February 28, 2024, after the Compensation Committee certified the Full Vesting Criteria had been achieved. The options are included in this column because as of December 31, 2023, they were not exercisable. |

  130. Outstanding Equity Awards at Year-End Table

    | (3) Subject to the terms of the award notice, the restricted shares will vest automatically on January 1, 2025. |

  131. Outstanding Equity Awards at Year-End Table

    | (4) Represents shares of restricted stock issued under the AAT Bonus Program that were earned for achievement of EBITDA Goal 1 and vested on February 28, 2024. The restricted stock is included in this column because as of December 31, 2023, the performance goal had been achieved, but it was unvested due to the continuous employment condition. The material terms of the AAT Bonus Program are discussed in more detail under the heading AAT Bonus Program in the Compensation Discussion and Analysis. |

  132. Outstanding Equity Awards at Year-End Table

    | (5) Represents the time-based restricted stock granted pursuant to the 2023 Long-Term Incentive Plan. The material terms of the 2023 Long-Term Incentive Plan are discussed in more detail under the heading 2023 Long-Term Incentive Plan in the Compensation Discussion and Analysis. |

  133. Outstanding Equity Awards at Year-End Table

    | (6) Subject to the terms of the award notice, the restricted shares will vest automatically on December 31, 2024. |

  134. Outstanding Equity Awards at Year-End Table

    | (7) Represents restricted stock Mr. Hogan received on May 17, 2023 for service on the Board. Subject to the terms of the award notice, the shares will vest on May 17, 2024. |

  135. Outstanding Equity Awards at Year-End Table

    | (8) The market value was calculated by multiplying the closing market price of our stock on December 29, 2023 (the last trading day of fiscal year 2023), which was $46.04, by the number of restricted shares that have not vested. |

  136. Outstanding Equity Awards at Year-End Table

    | (9) Represents shares of restricted stock issued under the AAT Bonus Program that could be earned based on achievement of EBITDA Goal 2 and EBITDA Goal 3. In April 2024, the Compensation Committee determined that EBITDA Goal 2 and EBITDA Goal 3 were not met, and therefore, the remaining 12,028 shares of AAT Performance Stock held by Mr. Bunn were forfeited. The restricted stock is included in this column because as of December 31, 2023, it was unvested. The material terms of the AAT Bonus Program are discussed in more detail under the heading AAT Bonus Program in the Compensation Discussion and Analysis. |

  137. Outstanding Equity Awards at Year-End Table

    | (10) Represents the performance-based restricted stock granted pursuant to the Lew Thompson & Son Bonus Plan. The material terms of the Lew Thompson & Son Bonus Plan are discussed in more detail under the heading Lew Thompson & Son Bonus Plan in the Compensation Discussion and Analysis. |

  138. Outstanding Equity Awards at Year-End Table

    | (11) Represents the performance-based restricted stock granted pursuant to the 2023 Long-Term Incentive Plan. The material terms of the 2023 Long-Term Incentive Plan are discussed in more detail under the heading 2023 Long-Term Incentive Plan in the Compensation Discussion and Analysis. |

  139. Outstanding Equity Awards at Year-End Table

    | (12) Subject to the terms of the award notice, the restricted shares will vest subject the attainment of a certain cumulative Adjusted EPS goal for the three-years ended December 31, 2025 and a certain consolidated freight revenue goal for the fiscal year ended December 31, 2025. |

  140. Options Exercised and Stock Vested Table

    Options Exercised and Stock Vested Table The following table sets forth certain information concerning the values realized upon vesting of restricted stock during 2023. No Named Executive Officer exercised options during 2023.

  141. Options Exercised and Stock Vested Table

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | David R. Parker | 66,816 | 2,695,692 | | M. Paul Bunn | 15,440 | 651,402 | | Tripp Grant | 7,699 | 318,470 | | Samuel F. Hough | 25,039 | 1,019,624 | | Lynn Doster | 7,975 | 331,177 | | Joey B. Hogan | 105,680 | 4,548,410 |

  142. Options Exercised and Stock Vested Table

    | (1) Determined by multiplying the number of shares acquired upon vesting on February 28, 2023 by $34.65 (the closing price on February 28, 2023) and December 31, 2023 by $46.04 (the closing price on December 29, 2023, the next preceding trading day). |

  143. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  144. Nonqualified Deferred Compensation Table

    | Name | Executive contributions in last FY(1) ($) | Registrant contributions in last FY(2) ($) | Aggregate earnings in last FY(3) ($) | Aggregate withdrawals/ distribution ($) | Aggregate balance at last FYE ($) | | David R. Parker | - | - | - | - | - | | M. Paul Bunn | 114,244 | 28,198 | 47,313 | - | 186,741 | | Tripp Grant | 95,774 | 24,334 | 43,762 | - | 165,540 | | Samuel F. Hough | 153,692 | 26,623 | 51,821 | - | 238,691 | | Lynn Doster | 130,212 | 25,383 | 39,273 | - | 192,032 | | Joey B. Hogan | 615,574 | 44,594 | 104,808 | - | 807,795 |

  145. Nonqualified Deferred Compensation Table

    | (1) Represents contributions made by the Named Executive Officer to the Deferred Compensation Plan. The amount contributed by each Named Executive Officer is included in the “Salary” column of the Summary Compensation Table. The material terms of the Deferred Compensation Plan are discussed in more detail under the heading Other Compensation in the Compensation Discussion and Analysis. |

  146. Nonqualified Deferred Compensation Table

    | (2) Represents Company matching contributions under the Deferred Compensation Plan. The amount contributed by the Company is included in the “All Other Compensation” column of the Summary Compensation Table. |

  147. Nonqualified Deferred Compensation Table

    | (3) Represents earnings on amounts contributed to the Deferred Compensation Plan based on the investment options chosen by the individual Named Executive Officer, none of which represents an above-market return. |

  148. Pay Ratio Disclosure

    Pay Ratio Disclosure We provide fair and equitable compensation to our employees through a combination of competitive base pay, incentives, retirement plans, and other benefits. We are disclosing the following pay ratio and supporting information, which compares the annual total compensation of our employees other than Mr. Parker (including full-time, part-time, seasonal, and temporary employees) and the annual total compensation of Mr. Parker, our CEO, as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year:

  149. Pay Ratio Disclosure

    | ● | The median of the annual total compensation of all of our employees (other than our CEO) was $69,443; and |

  150. Pay Ratio Disclosure

    | ● | The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $1,381,818. |

  151. Pay Ratio Disclosure

    Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 19.9 to 1. Our median employee was determined as of December 31, 2022. For 2023, we used the same median employee, as there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. In determining that our employee population had not materially changed, we omitted the approximately 322 employees that became our employees as a result of the Lew Thomspon & Son acquisition. We selected total “wages, tips, other compensation,” as reported on Internal Revenue Service Form W-2, as our compensation measure because it is readily available in our existing payroll systems, it is consistently calculated for each employee, and because it is a reasonable proxy for total compensation for purposes of determining the median employee. We calculated such employee’s annual total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in that employee’s annual total compensation of $69,443. The median employee’s annual total compensation includes salary and overtime pay, as well as incentive payments, retirement plan benefits, company matching contributions to the 401(k) employee savings plan, and the cost of health and other benefits. Median employee compensation reflects that student drivers averaged approximately 50% of our employees for 2023, which had the effect of lowering our median employee compensation.

  152. Pay Versus Performance

    Pay Versus Performance

  153. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total Non-PEO NEO’s(3) ($) | Average Compensation Actually Paid to Non-PEO NEO’s(4) ($) | TSR(5) ($) | Peer Group TSR(6) ($) | Net Income (Loss) (in thousands)(7) ($) | Adjusted EPS(8) ($) | | 2023 | 1,381,818 | 6,199,680 | 1,172,988 | 2,206,158 | 363.79 | 130.87 | 55,229 | 4.16 | | 2022 | 2,116,809 | 4,926,410 | 1,039,128 | 1,823,658 | 270.24 | 97.55 | 108,682 | 5.84 | | 2021 | 5,833,933 | 8,980,311 | 1,537,303 | 2,836,783 | 204.49 | 120.41 | 60,731 | 3.61 | | 2020 | 1,070,965 | 1,330,709 | 1,273,190 | 1,342,031 | 114.58 | 106.29 | (42,718) | 1.08 |

  154. Pay Versus Performance

    | (1) Reflects compensation amounts reported in the Summary Compensation Table (the “SCT”) for our PEO, David R. Parker, for the respective years shown. | | (2) To calculate the compensation actually paid for our PEO, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown: |

  155. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Deduct Stock and Option Awards Reported in the Summary Compensation Table ($) | Add YE Fair Value of Awards Granted During the Covered FY that are Outstanding and Unvested as of the End of the Covered FY ($) | Add Change in Fair Value as of the End of the Covered FY for Awards Granted in a Prior FY that are Outstanding and Unvested as of the Covered FY ($) | Add Change in Fair Value as of the Vesting Date for Awards Granted in a Prior FY that Vested During the Covered FY ($) | Deduct Fair Value of Awards Forfeited During the Covered FY ($) | Average Compensation Actually Paid to PEO ($) | | 2023 | 1,381,818 | - | - | 4,974,000 | (156,138) | - | 6,199,680 | | 2022 | 2,116,809 | - | - | 2,746,882 | 62,719 | - | 4,926,410 | | 2021 | 5,833,933 | (3,939,000) | 5,025,000 | 1,855,479 | 204,899 | - | 8,980,311 | | 2020 | 1,070,965 | - | - | 263,780 | 17,053 | (21,089) | 1,330,709 |

  156. Pay Versus Performance

    | (3) The following non-PEO NEOs are included in the average figures shown: | | 2023: M. Paul Bunn, Tripp Grant, Samuel F. Hough, Lynn Doster, and Joey B. Hogan. | | 2022: M. Paul Bunn, Tripp Grant, Joey B. Hogan, Samuel F. Hough, and Lynn Doster | | 2021: M. Paul Bunn, Tripp Grant, Joey B. Hogan, Samuel F. Hough, Lynn Doster, and John A. Tweed | | 2020: M. Paul Bunn, Joey B. Hogan, Samuel F. Hough, John A. Tweed, and Richard B. Cribbs |

  157. Pay Versus Performance

    | (4) To calculate the compensation actually paid for our PEO, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown: |

  158. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Deduct Stock and Option Awards Reported in the Summary Compensation Table ($) | Add YE Fair Value of Awards Granted During the Covered FY that are Outstanding and Unvested as of the End of the Covered FY ($) | Add Change in Fair Value as of the End of the Covered FY for Awards Granted in a Prior FY that are Outstanding and Unvested as of the Covered FY ($) | Add Change in Fair Value as of the Vesting Date for Awards Granted in a Prior FY that Vested During the Covered FY ($) | Deduct Fair Value of Awards Forfeited During the Covered FY ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,172,988 | (359,004) | 355,613 | 795,208 | 241,353 | - | 2,206,158 | | 2022 | 1,039,128 | (143,751) | 221,960 | 594,990 | 111,330 | - | 1,823,658 | | 2021 | 1,537,303 | (821,218) | 1,082,822 | 902,448 | 135,428 | (140,322) | 2,836,783 | | 2020 | 1,273,190 | (642,638) | 640,603 | 101,476 | 6,052 | (36,651) | 1,342,031 |

  159. Pay Versus Performance

    | (5) The total shareholder return assumes that $100 was invested on December 31, 2019 in the Company and that dividends were reinvested when and as paid. |

  160. Pay Versus Performance

    | (6) The total shareholder return assumes that $100 was invested on December 31, 2019 in the NASDAQ Transportation Index and that dividends were reinvested when and as paid. |

  161. Pay Versus Performance

    | (7) Reflects net income (loss) in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021, and 2020. |

  162. Pay Versus Performance

    | (8) Our company-selected measure is Adjusted EPS, which is calculated based on our diluted earnings per shares, adjusted for amortization of intangibles and certain non-recurring charges and gains. |

  163. Pay Versus Performance

    The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the cumulative total shareholder return of the Company and the NASDAQ Transportation Index for 2023, 2022, 2021, and 2020 is represented by the graph below: The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the Company’s net income (loss) for 2023, 2022, 2021 and 2020 is represented by the graph below: The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the Company’s Adjusted EPS for 2023, 2022, 2021, and 2020 is represented by the graph below:

  164. Tabular Disclosure of the Most Important Measures to Link Compensation Actually Paid for 2023 to Company Performance

    Tabular Disclosure of the Most Important Measures to Link Compensation Actually Paid for 2023 to Company Performance The following financial metrics were the most important measures used to link compensation actually paid for 2023 to Company Performance.

  165. Tabular Disclosure of the Most Important Measures to Link Compensation Actually Paid for 2023 to Company Performance

    | Adjusted Earnings Per Share | | Freight Revenue | | Expedited Adjusted Operating Income | | Dedicated and Warehousing Operations Combined Adjusted Operating Income |

  166. Director Compensation

    Director Compensation The following table provides information concerning the 2023 compensation of our non-employee directors.

  167. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash(3) ($) | Stock Awards(4) ($) | Total ($) | | Dr. Benjamin S. Carson, Sr. | 67,500 | 94,994 | 162,494 | | D. Michael Kramer | 80,000 | 94,994 | 174,994 | | Bradley A. Moline | 69,678 | 94,994 | 164,672 | | Rachel Parker-Hatchett | 60,000 | 94,994 | 154,994 | | Tracy Rosser | 38,984 | 94,994 | 133,978 | | Herbert J. Schmidt | 70,000 | 94,994 | 164,994 | | W. Miller Welborn | 100,000 | 94,994 | 194,994 | | Robert E. Bosworth(2) | 26,338 | - | 26,338 |

  168. Director Compensation

    | (1) Mr. Hogan’s compensation received for service as a director is included in the Summary Compensation Table above. |

  169. Director Compensation

    | (2) Mr. Bosworth retired from the Board in 2023 by not standing for reelection at the 2023 Annual Meeting of Stockholders. |

  170. Director Compensation

    | (3) This column represents the amount of cash compensation received for Board and committee service during 2023. Any differences between the amounts set forth in this column and the fees set forth in the Narrative to Director Compensation below are due to proration of such fees for partial year of service. |

  171. Director Compensation

    | (4) Each of our non-employee directors elected at the 2023 Annual Meeting of Stockholders received 2,454 shares of Class A restricted stock on May 17, 2023. The grant date fair value of the restricted stock was computed in accordance with FASB ASC Topic 718. The restricted stock will vest on May 17, 2024, subject to acceleration for death, disability, retirement, and change-in-control (where the director’s service is terminated in connection with such change-in-control). |

  172. Narrative to Director Compensation

    Narrative to Director Compensation For 2023, directors who are not our employees or employees of one of our subsidiaries, including Mr. Hogan, who retired as an employee of the Company on June 30, 2023, were eligible to receive the following annual retainers and annual committee fees (on an annualized basis):

  173. Narrative to Director Compensation

    | Board Position | | | Non-Employee Director Annual Retainer | $55,000 | | Additional Lead Independent Annual Cash Retainer | $25,000 | | Chairperson of the Audit Committee | $17,500 | | Member of the Audit Committee | $7,500 | | Chairperson of the Compensation Committee | $12,500 | | Member of the Compensation Committee | $7,500 | | Chairperson of the Nominating Committee | $10,000 | | Member of the Nominating Committee | $7,500 | | Chairperson of the Risk Committee | $7,500 | | Member of the Risk Committee | $5,000 |

  174. Narrative to Director Compensation

    Directors did not receive meeting attendance fees. The cash and equity compensation are pro-rated for partial year of service. Directors who are our employees or employees of one of our subsidiaries do not generally receive compensation for board or committee service. However, in 2023 Mr. Hogan served as both a director and an employee between May 17 and June 30. Directors who are not our employees or employees of one of our subsidiaries, including Mr. Hogan, who retired as an employee of the Company on June 30, 2023, received a grant of Class A common stock equivalent to approximately $95,000 at the time of our Board's annual meeting. Directors can only sell these shares if, after the sale, they maintain a minimum five times the annual cash retainer in value of Class A common stock. The annual equity retainer is in the form of restricted stock scheduled to vest on the first anniversary of the grant date, subject to acceleration for death, disability, retirement, and change-in-control (where the director’s service is terminated in connection with such change-in-control). Directors are also eligible to participate in the Deferred Compensation Plan, with respect to cash compensation. During 2023, Mr. Hogan was the only director who participated in the Deferred Compensation Plan.