Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

COVENANT LOGISTICS GROUP, INC.

(CVLG)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

COVENANT LOGISTICS GROUP, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

04/08/2021 | 05:28pm EDT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

          Updates to Management Team

          On April 6, 2021, the Board of Directors (the "Board") of Covenant
          Logistics Group Inc., a Nevada corporation (the "Company"), created
          the Office of the Chief Executive Officer ("CEO") and appointed
          certain of the Company's executives to new positions as follows:


Name New Title Joey B. Hogan President and Principal Financial Officer M. Paul Bunn Senior Executive Vice President and Chief Operating Officer John A. Tweed Advisor to the CEO



          On April 6, 2021, the Compensation Committee (the "Committee") of the
          Board approved compensation changes for certain of our Named Executive
          Officers, as set forth below.

          Restricted Stock Grants

          The Committee approved grants of restricted stock for Messrs. Hogan and
          Bunn under the Company's Third Amended and Restated Omnibus Incentive
          Plan, as amended (the "Plan"), in recognition of their respective
          promotions. Mr. Hogan received 150,000 shares of restricted stock to
          vest in installments of 50,000 shares on each of April 6, 2022,
          December 31, 2022, and December 31, 2023, subject to certain continued
          employment, acceleration, and forfeiture provisions. Mr. Bunn received
          16,667 shares of restricted stock to vest on January 1, 2025, subject
          to certain continued employment, acceleration, and forfeiture
          provisions.

          Mr. Hogan did not receive an equity award during 2020. Absent
          extraordinary circumstances, the Committee does not expect to make
          additional equity awards to Mr. Hogan for 2021, 2022, or 2023.

          Incentive Stock Options

          The Committee approved performance-based options to purchase the
          Company's Class A common stock ("Options") to David R. Parker, our
          Chairman and CEO, and Mr. Bunn under the Plan, to further align their
          compensation with the Company's performance, as well as to recognize
          Mr. Bunn's promotion. Mr. Parker received 400,000 Options and Mr. Bunn
          received 50,000 Options. The Options vest (i) 25% if the average
          closing price of the Company's Class A Common Stock exceeds a certain
          level over any 90 day period before December 31, 2023, but in no event
          sooner than April 6, 2022, (ii) 25% if the Company achieves a certain
          level of freight revenue for the year ended December 31, 2023, (iii)
          25% if the Company achieves certain adjusted earnings per share ("EPS")
          goals for the three-year period ended December 31, 2023, along with a
          minimum adjusted EPS goal for the year ended December 31, 2023, and
          (iv) 25% if the Company achieves certain other adjusted EPS goals for
          the three-year period ended December 31, 2023. The vesting of the
          Options is subject to certain continued employment, acceleration, and
          forfeiture provisions.

          Mr. Parker did not receive an equity award during 2020. Absent
          extraordinary circumstances, the Committee does not expect to make
          additional equity awards to Mr. Parker for 2021, 2022, or 2023.
          2021 Short-Term Cash Incentive Plans

          The Committee approved a short-term cash incentive plan for Messrs.
          Parker, Hogan, and Bunn (the "2021 Senior Executive Bonus Program").
          Under the 2021 Senior Executive Bonus Program, the bonus targets,
          expressed as a percentage of year-end annualized base salary, were the
          same as under the 2020 short-term cash incentive plan for Messrs.
          Parker and Hogan at 100% and Mr. Bunn's bonus target was changed from
          60% to 80% of year-end annualized base salary in recognition of his
          promotion. Under the 2021 Senior Executive Bonus Program, participants
          are eligible to earn 100% of their target bonus upon the attainment of
          a certain adjusted EPS goal for fiscal year 2021. Additionally, if the
          adjusted EPS goal is met, participants are eligible to earn up to
          additional 100% of their bonus target as follows: (i) 32% of the bonus
          target for achieving a goal related to leadership structure, (ii) 34%
          of the bonus target for achieving certain goals related to safety, and
          (iii) up to 34% for achieving certain goals related to productivity.

          The Committee approved a short-term cash incentive plan for Mr. Hough
          (the "2021 Hough Bonus Program"). Mr. Hough's bonus target is 50% of
          annualized year-end base salary. Under the 2021 Hough Bonus Program,
          Mr. Hough is eligible to earn up to 200% of his bonus target for
          achievement of goals related to Expedited gross margin (weighted at
          75%) and adjusted EPS (weighted at 25%).

--------------------------------------------------------------------------------

          Salary Change and Severance Agreement Amendment

          In further recognition of Mr. Bunn's promotion, the Committee also
          approved a salary increase for Mr. Bunn from $337,000 to $400,000 and
          an amendment to the his Severance Agreement as follows:
          • Upon a qualifying severance event, subject to employment, release,
          and other customary provisions, including a non-compete through 12
          months post-termination, the Severance Agreement was amended to
          provide for 24 months of salary continuation and COBRA reimbursement
          (versus 18 months previously).
          •  Upon a qualifying change-in-control event only when the recipient
          is terminated without "cause" or is subject to a "constructive
          termination" during the 24 months following a change-in-control,
          subject to employment, release, and other customary provisions,
          including a non-compete through 12 months post-termination, the
          Severance Agreement was amended to provide for a 300% lump sum
          severance payment and 36 months COBRA reimbursement (versus 200% and
          24 months, respectively, previously).
          The following is biographical information for Messrs. Hogan and Bunn:

          Joey B. Hogan, 59, previously served as our Co-President and Chief
          Operating Officer ("COO") from April 2020 to April 2021 and as our
          President and COO from February 2016 to April 2020. From May 2007 to
          February 2016 Mr. Hogan served as our Senior Executive Vice President
          and COO, as well as President of CTI.  Mr. Hogan was our Chief
          Financial Officer ("CFO") from 1997 to May 2007, our Executive Vice
          President ("EVP") from May 2003 to May 2007, and a Senior Vice
          President from December 2001 to May 2003.  From joining 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 Chattem,
          Inc., a consumer products company, from April 2009 through March 2010,
          and currently serves as an officer of the Truckload Carriers
          Association.

          M. Paul Bunn, 43, previously served as our EVP, CFO, and Secretary
          form April 2020 to April 2021, our EVP from April 2019 to April 2020,
          our Chief Accounting Officer and Treasurer from January 2012 to April
          2020, and our SVP from 2017 to April 2019. Previously, Mr. Bunn served
          as our Corporate Controller from July 2009 to January 2012. Prior to
          that, Mr. Bunn served as an Audit Senior Manager for Ernst & Young,
          LLP, a global professional services provider.

Item 9.01 Financial Statements and Exhibits


             (d)    Exhibits.


           EXHIBIT
           NUMBER   EXHIBIT DESCRIPTION

             99     Covenant Logistics Group, Inc. press release announcing the
                    continued evolution of leadership team

          The information contained in Item 9.01 of this report and the exhibit
          hereto shall not be deemed "filed" for purposes of Section 18 of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
          incorporated by reference in any filing under the Securities Act of
          1933, as amended (the "Securities Act"), or the Exchange Act, except
          as shall be expressly set forth by specific reference in such a
          filing.

          The information in Item 9.01 of this report and the exhibit hereto may
          contain "forward-looking statements" within the meaning of Section 27A
          of the Securities Act and Section 21E of the Exchange Act and such
          statements are subject to the safe harbor created by those sections
          and the Private Securities Litigation Reform Act of 1995, as amended.
          Such statements are made based on the current beliefs and expectations
          of the Company's management and are subject to significant risks and
          uncertainties.  Actual results or events may differ from those
          anticipated by forward-looking statements.  Please refer to the
          italicized paragraph at the end of the attached press release and
          various disclosures by the Company in its press releases, stockholder
          reports, and filings with the Securities and Exchange Commission for
          information concerning risks, uncertainties, and other factors that
          may affect future results.


--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about COVENANT LOGISTICS GROUP, INC.
04/08COVENANT LOGISTICS  : Appoints Joey Hogan as President, Paul Bunn as Chief Opera..
MT
04/08COVENANT LOGISTICS GROUP, INC.  : Change in Directors or Principal Officers, Fin..
AQ
04/08COVENANT LOGISTICS  : Names Paul Bunn COO
MT
04/07Covenant Logistics Group Announces Continued Evolution of Leadership Team
GL
03/24Covenant Logistics Group, Inc. Announces Timing of First Quarter Earnings Rel..
GL
03/05COVENANT LOGISTICS  : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIO..
AQ
02/19COVENANT LOGISTICS GROUP, INC.  : Change in Directors or Principal Officers, Oth..
AQ
01/27COVENANT LOGISTICS  : Cowen Adjusts Price Target on Covenant Logistics Group to ..
MT
01/26COVENANT LOGISTICS GROUP, INC.  : Change in Directors or Principal Officers (for..
AQ
01/26COVENANT LOGISTICS  : 4th qtr 2020 script
PU
More news