Anti-Hedging and ~~Pledging~~Anti-Pledging Policy. Our anti-hedging and ~~pledging~~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 ~~pledging~~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 ~~Senior EVP~~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.

~~Table of Contents~~

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.covenanttransport.com~~www.covenantlogistics.com, under the “Governance” tab of the ~~“Investors”~~“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.

Committees of the Board of Directors

The Audit Committee

Functions, Composition, and Meetings of the Audit Committee. Our Board has established a separately designated standing Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our accounting and financial reporting policies and processes in accordance with applicable SEC rules and NASDAQ listing standards. The primary responsibilities of the Audit Committee are ~~set forth~~further described in the Audit Committee charter. These include issuing the Audit Committee Report, which appears below, and ~~are further described in the Audit Committee charter.~~maintaining oversight over cybersecurity and information security. Our Audit Committee is currently comprised of Messrs. Bosworth, Kramer, and Welborn. ~~During 2020, Mr. Bosworth served as Chair of the Audit Committee. In March 2021,~~ Mr. Kramer was appointed as Chair of the Audit ~~Committee.~~Committee in March 2021. The Audit Committee met 1410 times during ~~2020.~~

2022.

Audit Committee Independence. Each member of the Audit Committee satisfies the independence and Audit Committee membership criteria set forth in NASDAQ Rule 5605(c)(2)(A). Specifically, each member of the Audit Committee:

●	●	is independent under NASDAQ Rule 5605(a)(2);
●	●	meets the criteria for independence set forth in Rule 10A‑3(b)(1) under the Exchange Act;
●	●	did not participate in the preparation of our financial statements or the financial statements of any of our current subsidiaries at any time during the past three years; and
●	●	is able to read and understand fundamental financial statements, including our balance sheet, statement of operations, and statement of cash flows.

Audit Committee Charter. Our Audit Committee operates pursuant to a written charter detailing its purpose, powers, and duties. The Audit Committee reviews and reassesses the adequacy of its formal written charter on an annual basis and recommends changes to the Board when appropriate. The charter is publicly available free of charge on our website, ~~www.covenanttransport.com~~www.covenantlogistics.com, under the “Governance” tab of the ~~“Investors”~~“Resources - Investors” menu.

Oversight over Cybersecurity. In February 2023, upon recommendation of the Risk Committee, the Board delegated oversight of information security and cybersecurity to the Audit Committee, which is comprised solely of independent directors. The Audit Committee receives regular updates from senior executives on technology initiatives and reports to the Board as appropriate. Highlights of our information security include:

	●	we follow the CIS20 standard for information security and utilize security platforms to scan and monitor our systems;
	●	we perform penetration testing every 12 to 18 months;
	●	we maintain an information security risk insurance policy;
	●	we have not experienced any information security breaches or cybersecurity incidents in the past three years; and
	●	we have not incurred any expenses, penalties, or settlements related to information security breaches or cybersecurity incidents in the last three years.

Audit Committee Financial Experts. The Board has determined that the three current members of the Audit Committee, Messrs. Bosworth, Kramer, and Welborn, qualify as “audit committee financial experts” under Item 407(d)(5)(ii) of SEC Regulation S-K. In the judgment of the Board, each such individual (i) meets the Audit Committee member independence criteria under applicable SEC rules; (ii) is independent, as independence for Audit Committee members is defined under applicable NASDAQ listing standards; and (iii) has sufficient knowledge, experience and sophistication in financial and auditing matters under relevant SEC and NASDAQ rules. The satisfaction of these factors results in each such individual’s financial sophistication under NASDAQ Rule 5605(c)(2)(A) and qualifies each such individual as an “audit committee financial expert,” under Item 407(d)(5)(ii) of SEC Regulation S-K. The Board has designated Mr. ~~Bosworth~~Kramer as our Audit Committee financial expert.

Financial Reporting. The Company has always received an unqualified opinion from its auditor, has never restated its financials, and has never been untimely in its financial disclosure filings.

Report of the Audit Committee. In performing its duties, the Audit Committee, as required by applicable rules of the SEC, issues a report recommending to the Board that our audited financial statements be included in our Annual Report on Form 10-K and determines certain other matters, including the independence of our independent registered public accounting firm. The Report of the Audit Committee for ~~2020~~2022 is set forth below.

The Audit Committee Report shall not be deemed to be ~~“soliciting material”~~“soliciting material” or to otherwise be considered ~~“filed”~~“filed” with the SEC, nor shall this report be subject to Regulation 14A or Regulation 14C (other than as indicated) or to the liabilities set forth in Section 18 of the Exchange Act. This Audit Committee Report also shall not be deemed to be incorporated by reference into any prior or subsequent filing with the SEC made by us under the Securities Act of 1933, as amended (the ~~“Securities Act”~~“Securities Act”), or the Exchange Act, notwithstanding any general statement contained in any such filings incorporating this Proxy Statement by reference, except to the extent we incorporate such report by specific reference or treat it as soliciting material.

~~Table of Contents~~

Report of the Audit Committee

The primary purpose of the Audit Committee of the Board of Covenant Logistics Group, Inc. (the “Company”) is to assist the Board in fulfilling its oversight responsibilities relating to the quality and integrity of the Company’s financial reports, financial reporting processes, and systems of internal control over financial reporting. The Audit Committee does not prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements. Rather, the Company’s management has primary responsibility for the preparation, consistency, integrity, and fair presentation of the Company’s financial statements and the overall reporting process, including maintenance of the Company’s system of internal controls. The Audit Committee is responsible for the appointment, evaluation, compensation, retention, and oversight of the work of the Company’s independent registered accounting firm. Grant Thornton LLP (“Grant Thornton”) was the Company’s independent registered accounting firm for the year ended December 31, ~~2020.~~2022. Grant Thornton was responsible for conducting independent quarterly reviews and an independent annual audit of the Company’s financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing a report thereon.

For the year ended December 31, ~~2020,~~2022, the Audit Committee has (i) reviewed and discussed the audited financial statements, management’s assessment of internal control over financial reporting, and the effectiveness of internal control over financial reporting with management and Grant Thornton; (ii) discussed with Grant Thornton the matters required to be discussed pursuant to Auditing Standard No. 1301 (Communications with Audit Committees) issued by the PCAOB; (iii) received and reviewed the written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB regarding Grant Thornton’s communications with the Audit Committee concerning independence; and (iv) discussed with Grant Thornton its independence as the Company’s independent registered public accounting firm and auditor. The Audit Committee, in issuing this report, has relied upon the responses and information provided to the Audit Committee by management and Grant Thornton. The Audit Committee held 10 meetings during 2022. The Audit Committee met in periodic executive sessions with each of Grant Thornton, management, and the internal audit department during ~~2020.~~2022.

Based on the foregoing reviews and meetings, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2022, for filing with the SEC.

	Audit Committee:
	D. Michael Kramer, Chair
	Robert E. Bosworth
	W. Miller Welborn

The Compensation Committee

Functions, Composition, and Meetings of the Compensation Committee. As more fully outlined in the Compensation Committee charter, the primary functions of the Compensation Committee of our Board are to aid our Board in discharging its responsibilities relating to the compensation of our executive officers, including the CEO; evaluate and approve our compensation plans, policies, and programs for executive officers; produce an annual report on executive compensation; make recommendations to the Board on matters of Chairman of the Board, CEO, and President succession; and perform such other duties as may be assigned to it by our Board or imposed by applicable laws or regulations. In furtherance of its duties, the Compensation Committee reviews and approves the elements of the compensation of our executive officers and our overall executive compensation strategy to ensure such components align with our business objectives, responsible corporate practices, and our stockholders’ interests. The Compensation Committee also makes recommendations on other compensation matters to the full Board. The Compensation Committee has the authority to carry out the foregoing responsibilities under its charter, and may delegate such authority to subcommittees of the Compensation Committee. Our Compensation Committee is currently comprised of Messrs. Welborn, Bosworth, and Kramer. Mr. Welborn serves as Chair of the Compensation Committee. ~~William T. Alt served as a member of the Compensation Committee during 2020, prior to his retirement from our Board effective as of our 2020 Annual Meeting of Stockholders.~~ The Compensation Committee met 156 times during ~~2020.~~

~~Table of Contents~~

2022.

CEO Evaluation and Performance Results. Our CEO undergoes a thorough annual assessment and evaluation conducted by the Board and facilitated by outside counsel. This assessment evaluates our CEO’s performance in light of relevant corporate goals and objectives, with inquiries in strategic planning, financial results, capital allocation, succession planning, human resources, leadership, management, and other areas.

Compensation Committee Independence. While serving on the Compensation Committee, each member satisfied the independence and Compensation Committee membership criteria set forth in NASDAQ Rule 5605(d)(2)(A) and applicable SEC regulations. In determining the independence of our Compensation Committee members, the Board considered several relevant factors, including but not limited to each director’s source of compensation and affiliations. Specifically, while serving on the Compensation Committee, each member of the Compensation Committee:

●	●	was independent under NASDAQ Rule 5605(a)(2);
●	●	met the criteria for independence set forth in Rule 10C-1(b)(1) under the Exchange Act;
●	●	did not directly or indirectly accept any consulting, advisory or other compensatory fee from the Company; and
●	●	as determined by our Board, was not affiliated with the Company, any Company subsidiary, or any affiliate of a Company subsidiary, and did not have any other relationship, which would impair each respective member’s judgment as a member of the Compensation Committee.

Compensation Committee Charter. Our Compensation Committee operates pursuant to a written charter detailing its purpose, powers, and duties. The Compensation Committee ~~periodically~~ reviews and reassesses the adequacy of its formal written charter on an annual basis and recommends changes to the Board when appropriate. The charter is publicly available free of charge on our website, ~~www.covenanttransport.com~~www.covenantlogistics.com, under the “Governance” tab of the ~~“Investors”~~“Resources - Investors” menu.

Report of the Compensation Committee. In performing its duties, the Compensation Committee, as required by applicable rules and regulations promulgated by the SEC, issues a report recommending to the Board that our Compensation Discussion and Analysis be included in this Proxy Statement. The Report of the Compensation Committee for ~~2020~~2022 follows.

The Report of the Compensation Committee shall not be deemed to be ~~“soliciting material”~~“soliciting material” or to otherwise be considered ~~“filed”~~“filed” with the SEC, nor shall this report be subject to Regulation 14A or Regulation 14C (other than as indicated) or to the liabilities set forth in Section 18 of the Exchange Act. This Compensation Committee Report also shall not be deemed to be incorporated by reference into any prior or subsequent filing with the SEC made by us under the Securities Act or the Exchange Act, notwithstanding any general statement contained in any such filings incorporating this Proxy Statement by reference, except to the extent we incorporate such report by specific reference or treat it as soliciting material.

Report of the Compensation Committee

The Compensation Committee of the Board of Covenant Logistics Group, Inc. (the “Company”) has reviewed and discussed with management the Compensation Discussion and Analysis section (as required by Item 402(b) of Regulation S-K of the ~~U.S. Securities and Exchange Commission)~~SEC) contained in this Proxy Statement for the Annual Meeting of Stockholders to be held on May ~~19, 2021.~~17, 2023. Based on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~

2022.

	Compensation Committee:
	W. Miller Welborn, Chair
	Robert E. Bosworth
	D. Michael Kramer

Compensation Committee Interlocks and Insider Participation

Messrs. Welborn, Bosworth, and Kramer served on the Compensation Committee during ~~2020.~~2022. Messrs. Welborn, Bosworth, and Kramer were not officers or employees of the Company at any time during ~~2020~~2022 or as of the date of this Proxy Statement, nor was any such individual a former officer of the Company. In ~~2020,~~2022, no member of our Compensation Committee had any relationship or transaction with the Company that would require disclosure as a “related person transaction” under Item 404 of SEC Regulation S-K in this Proxy Statement under the section entitled Certain Relationships and Related Transactions.

~~Table of Contents~~

During ~~2020,~~2022, none of our executive officers served as a member of the board of directors or Compensation Committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served on our Compensation Committee. Additionally, during ~~2020,~~2022, none of our executive officers served as a member of the Compensation Committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as a member of our Board or Compensation Committee.

See Certain Relationships and Related Transactions for a description of certain transactions between us and our other directors, executive officers, or their affiliates, and Executive Compensation – Director Compensation for a description of compensation of the members of the Compensation Committee.

The Nominating and Corporate Governance Committee

Functions, Composition, and Meetings of the Nominating and Corporate Governance Committee. Our Nominating Committee recommends to the Board potential director nominee candidates for election to the Board and makes recommendations to the Board concerning issues related to corporate governance, as further detailed in the Nominating Committee charter discussed below. Our Nominating Committee ~~is also~~was responsible for overseeing our information ~~security.~~security and cybersecurity, prior to these responsibilities being assigned to the Audit Committee in February 2023. Our Nominating Committee is comprised of Messrs. Moline, Carson, and Schmidt. Mr. Moline serves as chair of the Nominating Committee. ~~Mr. Alt served as a member of the Nominating Committee during 2020, prior to his retirement from our Board effective as of our 2020 Annual Meeting of Stockholders.~~ All current members of the Nominating Committee are independent, as independence for Nominating Committee members is defined under applicable SEC regulations and NASDAQ listing standards. The Nominating Committee met 34 times in ~~2020.~~2022. In selecting the slate of directors for ~~2021,~~2023, the Nominating Committee considered the skillsets and qualifications of the current directors, particularly in the areas of technology, industry experience, and diversity. The Nominating Committee has recommended that the Board nominate Messrs. Parker, ~~Bosworth,~~Carson, Hogan, Kramer, Moline, Rosser, Schmidt, ~~Moline,~~ and Welborn, and Ms. Parker-Hatchett, for election at the Annual Meeting, each of whom is currently serving as a ~~director.~~

director, except for Messrs. Hogan and Rosser.

Nominating and Corporate Governance Committee Charter. Our Nominating Committee operates pursuant to a written charter detailing its purpose, powers, and duties. The Nominating Committee periodically reviews its formal written charter, as well as those of our Board committees, to ensure each charter reflects a commitment to effective corporate governance and recommends changes to the Board when appropriate. A copy of the charter (which includes Exhibit A (Criteria for Board of Directors) to such charter, as mentioned below) is available free of charge on our website, ~~www.covenanttransport.com~~www.covenantlogistics.com, under the “Governance” tab of the ~~“Investors”~~“Resources - Investors” menu.

Process for Identifying and Evaluating Director Nominees. Director nominees are chosen by the entire Board, after considering the recommendations of the Nominating Committee. The members of the Nominating Committee review the qualifications of various persons to determine whether they are qualified director nominee candidates for membership on the Board. The Nominating Committee will review all such candidate recommendations, including those properly submitted by stockholders, in accordance with the requirements of its charter, SEC regulations, and NASDAQ listing standards. Upon identifying and selecting qualified director nominee candidates, the Nominating Committee then submits its director nominee selections to our Board for consideration. We do not pay a fee to any third party to identify or evaluate or assist in identifying or evaluating potential nominees.

Desirable Traits for Director Nominees. With regard to specific qualities and skills of potential director nominees, the Nominating Committee believes it is necessary that: (i) at least a majority of the members of the Board qualify as “independent” under NASDAQ Rule 5605(a)(2); (ii) at least three members of the Board satisfy the Audit Committee membership criteria specified in NASDAQ Rule 5605(c)(2)(A); (iii) at least one member of the Board eligible to serve on the Audit Committee has sufficient knowledge, experience, and training concerning accounting and financial matters so as to be financially sophisticated under NASDAQ Rule 5605(c)(2)(A) and qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of SEC Regulation S-K; and (iv) at least two members of the Board satisfy the Compensation Committee membership criteria specified in NASDAQ Rule 5605(d)(2)(A). In addition to these specific requirements, the Nominating Committee takes into account all factors it considers appropriate, which may include, but are not limited to, an individual’s experience, accomplishments, education, understanding of our business and the industry in which we operate, specific skills, general business acumen, diversity, and personal and professional integrity. Exhibit A (Criteria for Board of Directors) of the Nominating Committee charter also sets forth various factors and criteria used for selecting director nominees (such factors and criteria are not absolute prerequisites for any such nominee). Generally, the Nominating Committee will first consider current Board members as potential director nominees because they meet the criteria listed above and possess knowledge of our history, strengths, weaknesses, goals, and objectives.

~~Table of Contents~~

Annual Board Self-Assessment. The Nominating Committee is responsible for developing and implementing a director evaluation program to measure the individual and collective performance of directors and the fulfillment of their responsibilities to our stockholders, including an assessment of the Board’s compliance with applicable corporate governance requirements and identification of areas in which the Board might improve its performance. The Nominating Committee also is responsible for developing and implementing an annual self-evaluation process for the Board designed to assure that directors contribute to our corporate governance and to our performance. These tasks are accomplished in part through our written annual Board evaluation questionnaire in which our ~~outside~~independent directors assess and comment on various issues concerning the Board’s and each committee’s performance, oversight, resources, composition, culture, and committees. Questionnaire responses are anonymously compiled and summarized in a report distributed to the Board by outside counsel. The responses are analyzed by the Nominating Committee and discussed with the Board. Outside counsel monitors resulting action items, to ensure that identified issues are addressed by the Board or the appropriate committee of the Board. The Nominating Committee periodically reviews the self-assessment process. We believe the self-assessment process provides valuable constructive feedback that contributes to the Board’s overall effectiveness, functionality, and oversight.

Board Diversity. In recommending director nominee candidates for the Board, the Nominating Committee considers Board diversity along with the various other factors discussed above. Our Nominating Committee does not have a formal policy with respect to diversity, but considers it desirable if potential nominees complement and contribute to the Board’s overall diversity and composition. Pursuant to the Nominating Committee’s charter, such consideration includes each individual candidate’s ability to enhance differences of viewpoint, professional experience, education, skills, and other individual qualities among the members of the Board. Diversity is not limited solely to gender, race and ethnicity distinctions, and we interpret diversity to encompass an individual’s ability to positively contribute to the chemistry and collaborative nature of our Board, as well as such person’s personal and professional experiences, aptitude, and expertise relevant to our industry. In addition, the Nominating Committee will consider the diversity criteria set forth in NASDAQ Rule 5605(f) for director nominee candidates going forward to ensure compliance with such rule by the deadlines specified therein. Currently, our Board includes one self-identified female director and one self-identified underrepresented minority director within the definition of NASDAQ Rule 5605(f), satisfying the diversity requirements of such rule. The Nominating Committee periodically reviews and assesses the effectiveness of the Committee’s policies with respect to its consideration of diversity in identifying director nominees.

Stockholder Director Nominee Recommendations. Outside of the proxy access provision of our Bylaws, described above, it is generally the policy of the Nominating Committee to consider stockholder recommendations of proposed director nominees if such recommendations are serious, timely received, and comply with SEC rules and regulations setting forth the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials, specifically Rule 14a-8 of the Exchange Act. To be timely, recommendations must be received in writing by ~~Joey Hogan~~M. Paul Bunn at our principal executive office at least 120 days prior to the one-year anniversary of the mailing date of our proxy statement for the prior year’s Annual Meeting of Stockholders. For our ~~2022~~2024 Annual Meeting of Stockholders, all stockholder recommendations of proposed director nominees must be received in writing by ~~Joey Hogan~~M. Paul Bunn no later than the close of business on December ~~17, 2021.~~20, 2023. Such stockholder recommendations should be addressed and sent to ~~Joey Hogan, President;~~M. Paul Bunn, President and Chief Operating Officer; Covenant Logistics Group, Inc.; 400 Birmingham Highway; Chattanooga, Tennessee 37419. In addition, any stockholder director nominee recommendation must include the following information:

●	●	the proposed director nominee’s name and qualifications and the reason for such recommendation;
●	●	the name and record address of the stockholder(s) proposing such nominee;
●	●	the number of shares of our Class A and/or Class B common stock that are beneficially owned by such stockholder(s) and the dates indicating how long such stock has been held by such stockholder(s);
●	●	a description of any financial or other relationship between the stockholder(s) and such director nominee or between the director nominee and us or any of our subsidiaries;
●	●	appropriate biographical and other information equivalent to that required of all other director nominee candidates; and
●	●	any other information such stockholder(s) must provide pursuant to and as required under Rule 14a-8 of the Exchange Act or any other applicable rules.

Oversight over Information Security and Cybersecurity. The Nominating Committee, which is comprised solely of independent directors, ~~has~~had oversight over our information ~~security. The~~security and cybersecurity through February of 2023. During this time the Nominating Committee, and when appropriate the Board, ~~receives~~received regular updates from senior executives on information security, cybersecurity, and technology initiatives. We believe Messrs. ~~Kramer~~Carson and Moline, who serve on the Nominating Committee and Mr. Kramer who serves on the Audit Committee, have relevant experience in information ~~security.~~security and cybersecurity. Mr. Kramer previously served as the Chief Technology Officer of Integra Bank Corporation. Mr. Carson previously served as Secretary of the U.S. Department of Housing and Urban Development and held numerous leadership positions at prestigious institutions in the medical field. Mr. Moline has served in senior leadership roles at various telecommunications companies. ~~Highlights~~In February 2023, upon recommendation of ~~our~~the Risk Committee, the Board delegated oversight of information security ~~include:~~

●	~~we follow the CIS20 standard for information security and utilize security platforms to scan and monitor our systems;~~
●	~~we perform penetration testing every 12 to 18 months;~~
●	~~we maintain an information security risk insurance policy in the amount of $30.0 million;~~
●	~~we have not experienced any information security breaches in the past three years; and~~
●	~~we have not incurred any expenses, penalties, or settlements related to information security breaches in the last three years.~~

and cybersecurity to the Audit Committee.

The Risk Committee

Functions, Composition, and Meetings of the Risk Committee. The Risk Committee was established in February 2022. Our Risk Committee aids the Board in fulfilling its oversight responsibilities relating to the identification, evaluation, and mitigation of operational, strategic, and external environment risks. Our Risk Committee is responsible for monitoring and reviewing, with management, the Company’s risk framework, including, but not limited to, the adequacy and effectiveness of the Company’s risk management policies, safety initiatives, business continuation, and enterprise risk management program. Our Risk Committee reviews whether the Company is taking appropriate measures to achieve a prudent balance between risk and reward in both ongoing and new business and strategic activities. Our Risk Committee is comprised of Messrs. Schmidt and Carson, and Ms. Parker-Hatchett. Mr. Schmidt serves as chair of the Risk Committee. Our Risk Committee met 3 times in 2022.

Risk Committee Charter. Our Risk Committee operates pursuant to a written charter detailing its purpose, powers, and duties. The Risk Committee periodically reviews its formal written charter and recommends changes to the Board when appropriate. A copy of the charter is available free of charge on our website, www.covenantlogistics.com, under the “Governance” tab of the “Resources - Investors” menu.

~~Table of Contents~~

Our Executive Officers

Set forth below is certain information regarding our current executive officers (other than our CEO, Mr. Parker and Mr. Hogan, for whom information is set forth above under Proposal 1 – Election of Directors), as well as other members of senior management. All executive officers are elected annually by the Board. 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 executive officers and any other person pursuant to which any of the executive officers was or is to be selected as an officer. Each of the executive officers also has consented to being identified as such in this Proxy Statement and has indicated his intention to serve in his respective office, if elected by the Board.

~~Joey B. Hogan~~

M. Paul Bunn, ~~59, was appointed as~~45, has been our President and ~~Principal Financial~~Chief Operating Officer (“~~PFO”~~COO”) ~~in April 2021. Previously,~~since January 2023. Mr. ~~Hogan~~Bunn previously served as our ~~Co-President~~Senior EVP, COO, and ~~Chief Administrative Officer (“CAO”)~~Secretary between April 2021 and January 2023, our EVP, CFO, and Secretary 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~~ EVP and COO, as well as President of Covenant Transport, Inc. (“CTI”). Mr. Hogan was our 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 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, was appointed as our Senior EVP and COO in April 2021.Mr. Bunn previously served as our EVP, CFO, and Secretary form April 2020 to April 2021, our EVP~~CAO 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.

James “Tripp” S. Grant, 44, has been our EVP and CFO since May 2022. Mr. Grant joined the Company as the Corporate Controller in July 2019 and was promoted to Chief Accounting Officer in September 2020. Mr. Grant has served as the Company’s principal accounting officer since August 2019. Previously, Mr. Grant worked at Chattem, Inc., from August 2007 to June 2019, during which time he served in the following roles: Director - Corporate Projects, Corporate Controller, and Assistant Controller. Prior to Chattem, Mr. Grant served as a Senior Internal Auditor at Electric Power Board of Chattanooga, an electric power distribution and telecommunications company from January 2006 to August 2007, and a Senior Accountant at Neal, Scouten, & McConnell, P.C. from August 2002 to January 2006.

Lynn Doster, 57, has been our EVP - Dedicated and Warehousing Operations since October 2022 and was our EVP - Dedicated Operations from March 2021 to October 2022 and our SVP of Operations from April 2020 to February 2021. Ms. Doster joined the Company in July 2018 following our acquisition of Landair Holdings Inc. (“Landair”). At Landair, Ms. Doster was previously the SVP of Operations, a position she held since joining the organization in 2013. Prior to joining the Company, Ms. Doster achieved increasing levels of operational responsibilities in her 14 year career with Penske Logistics, a global third-party logistics provider, four of which she served in the role of Vice President of Operations.

Samuel ~~“Sam”~~“Sam” F. Hough, ~~55,~~57, has been our EVP - Expedited Operations since September 2020. Mr. Hough served as our EVP - Highway Services between April 2020 and September 2020. Previously Mr. Hough served as EVP and COO of CTI since joining us in February 2013. Prior to joining the Company, Mr. Hough served as Vice President of Sales from 2010 –to 2013, Vice President of Regional Operations from 2009 -to 2010, and Vice President of Revenue Management from 2006 -to 2009 for Conway Truckload, Inc., a freight transportation provider operating in the United States, Canada, and Mexico.

~~Lynn Doster,~~ ~~55,~~

Joey Ballard, 48, has been our EVP - ~~Dedicated Operations~~People and Safety since ~~March 2021 and was our SVP of Operations from April 2020 to February 2021.~~May 2022. Ms. Doster joined the Company in July 2018 following our acquisition of Landair and previously was the SVP, Operations at Landair, a position she held since joining the organization in 2013. Prior to joining the Company, Ms. Doster achieved increasing levels of operational responsibilities in her 14 year career with Penske Logistics, a global third-party logistics provider, four of which sheBallard served ~~in the role of Vice President of Operations.~~

~~John A. Tweed, 55, was appointed~~ as the Advisor to the CEO in April 2021. Co-President and Chief Operating Officer in April 2020. Mr. Tweed joined the Company in July 2018 following our acquisition of Landair Holdings Inc. (“Landair”) and was the EVP and COO of Landair from July 2018 to April 2020 and our Co-President and COO from April 2020 to April 2021. Prior to the Company’s acquisition of Landair (the “Landair Acquisition”), Mr. Tweed served as the CEO of Landair since 2000. Prior to becoming CEO of Landair, Mr. Tweed held various positions at Landair, including vice president of sales and special-projects manager. Mr. Tweed is an active committee and board member for several industry associations and community organizations. Mr. Tweed is the first cousin of Ms. Ballard.

~~Matthew "Matt" T. Anderson,~~ 57, has been our SVP, Sales & Marketing since April 2020. Mr. Anderson joined the Company in July 2018 following our acquisition of Landair and previously was the SVP, Sales & Marketing at Landair, a position he held since joining the organization in 2012. Prior to joining the Company, Mr. Anderson served as Vice President of Sales from 2009 - 2012, and Vice President of Customer Experience from 2006 - 2009 for Penske Logistics, a global third-party logistics provider.

~~Table of Contents~~

~~Joey Ballard,~~ ~~46, has been our~~ SVP of Talent Management ~~since~~between April ~~2019.~~2019 and May 2022. Ms. Ballard joined the Company in July 2018 following the Landair Acquisition and previously was the Senior Director of Talent Management at Landair. Prior to joining the Company, Ms. Ballard served in various roles at Landair since 1999. Ms. Ballard is a board member of Greeneville Community Hospital (Ballard Health) and actively involved in other community organizations. ~~Ms. Ballard is the first cousin of Mr. Tweed.~~

~~James “Tripp” S. Grant~~

Matisse Long, ~~42,~~47, joined the Company as the Corporate Controller in ~~July 2019~~June 2021. Mr. Long is a co-founder and director of Advisory Information Technology, LLC (“AdIT”), a division of Mauldin & Jenkins, LLC. At AdIT, Mr. Long has overseen many of the division’s advisory, accounting, and informational technology responsibilities. Mr. Long is a Certified Public Accountant with over 21 years of experience in private and public accounting, with extensive experience in transportation. Mr. Long was ~~promoted to Chief Accounting Officer in September 2020. Mr. Grant~~previously the practice leader of Windham Brannon, PC’s advisory services practice.

Daniel B. Porterfield, 50, has served as ~~the Company’s principal accounting officer~~our SVP of Maintenance and Equipment Control since ~~August~~September 2021 and as SVP of Maintenance since July 2019. Previously, Mr. Grant worked at Chattem, Inc., from August 2007 to June 2019, during which time he served in the following roles: Director, Corporate Projects, Corporate Controller and Assistant Controller. Prior to Chattem, Mr. GrantPorterfield has served as ~~a Senior Internal Auditor at Electric Power Board~~our Breakdown Manager, Shop Manager, and Director of ~~Chattanooga, an electric power distribution and telecommunications company from January 2006~~Maintenance. From April 2015 to ~~August 2007, and a Senior Accountant at Neal, Scouten & McConnell, P.C. from August 2002 to January 2006.~~July 2019, Mr. Porterfield served as Vice President (“VP”) of Maintenance. Mr. Porterfield has been with the Company since December 1995.

~~Brande N. Tweed,~~ ~~46, was appointed~~

George Yates, 33, has served as our SVP of ~~Financial Improvement in September 2020. Ms. Tweed joined~~Brokerage and General Manager of Transportation Management since June 2021. Previously, Mr. Yates has served as our Director of Operations from June 2017 to April 2018, VP of Operations from April 2018 to August 2020, and VP and General Manager from June 2020 to June 2021. Prior to joining the Company, ~~in July 2018 following the Landair Acquisition and previously was the Vice President of Accounting of Landair. Prior to the Landair Acquisition, Ms. Tweed~~Mr. Yates served as ~~the~~Operations Manager of U.S. Xpress from 2014 to 2016 and as VP of ~~Accounting of Landair since 2012. Prior~~Sales and Marketing at FreightWaves from 2016 to becoming VP of Accounting of Landair, Ms. Tweed held various positions at Landair, including staff accountant and Controller. During her tenure at Landair, Ms. Tweed was accountable for all accounting functions, asset and non-asset procurement, information technology, contract administration, risk management and claims, budgeting, financial improvement, continuous improvement, maintenance, and financial performance. Ms. Tweed2017. Mr. Yates has been with ~~Landair~~the Company since ~~1998.~~

June 2017.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own (directly or indirectly) more than 10% of our Class A common stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such reports (including any amendments thereto) filed with the SEC during ~~2020~~2022 and written representations that no other reports were required during the year ended December 31, ~~2020,~~2022, we believe that all of the Company's executive officers, directors, and greater than 10% beneficial owners complied with applicable Section 16(a) filing requirements during the year ended December 31, ~~2020,~~2022, except Ms. ~~Parker-Hatchett~~Ballard filed a late Form ~~3 amendment~~4 on ~~January 27, 2021~~November 18, 2022 to report shares of Class A common stock ~~owned by her spouse as~~disposed of ~~her election as a director in July 2020.~~

via an intra-plan transfer out of an employer stock fund under the Company’s 401(k) plan on November 14, 2022.

Code of Conduct and Ethics

Our Board has adopted a Code of Conduct and Ethics that applies to all directors, officers, and employees, whether with us or one of our subsidiaries. The Code of Conduct and Ethics includes provisions applicable to our CEO, CFO, ~~CAO,~~Chief Accounting Officer, controller, or persons performing similar functions and that collectively constitute a “code of ethics” within the meaning of Item 406(b) of SEC Regulation S‑K. A copy of the Code of Conduct and Ethics is publicly available free of charge on our website, ~~www.covenanttransport.com~~www.covenantlogistics.com, under the “Governance” tab of the ~~“Investors”~~“Resources - Investors” menu.

Pursuant to SEC regulations and NASDAQ listing standards, we will disclose amendments to or waivers of our Code of Conduct and Ethics in a press release, on our website, ~~www.covenanttransport.com~~www.covenantlogistics.com, or in a Current Report on Form 8-K filed with the SEC, whichever disclosure method is appropriate. To date, we have not granted any waivers from our Code of Conduct and Ethics to the CEO, CFO, ~~CAO,~~Chief Accounting Officer, Controller, or any person performing similar functions.

Neither the Company, nor any of its directors and officers, is currently under investigation by a regulatory body. Further, no regulator has taken action against a director or officer of the Company in the past two years.

~~Table of Contents~~

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Proxy Statement section identifies our Named Executive Officers (as designated below) and explains how our executive compensation programs, policies and decisions are formulated, applied, and operate with respect to the Named Executive Officers. In the Compensation Discussion and Analysis, we also discuss and analyze our executive compensation program, including each component of compensation awarded under the program, and the corresponding compensation amounts for each Named Executive Officer.

This Compensation Discussion and Analysis should be read in conjunction with the Summary Compensation Table (including the related tabular and narrative discussions) and the Committees of the Board of Directors – The Compensation Committee section contained in this Proxy Statement. As noted in that section, our Compensation Committee, which for ~~2020~~2022 was comprised only of directors who satisfy applicable SEC and NASDAQ independence requirements, oversees and administers our executive compensation policies and practices.

Executive Summary

~~Courage, resilience, selflessness, and confidence were on display during 2020 as our people faced down~~

For 2022, we generated over $1.2 billion in revenue, the ~~challenges of a global pandemic, an internal restructuring, and a wholesale change of leadership.~~

During 2020, we exited approximately 23% of our total assets, including two business units – solo refrigerated and factoring. We unified our branding and marketing effort, converted several information technology systems, reduced our non-driving personnel by 15%, and cut overhead across the enterprise. We also flattened our senior management structure and installed new leadership in a majority of the remaining roles. Our leadership team had been working toward these goals, but the pandemic and customer supply chain disruptions in the first half of 2020 accelerated the timeframe dramatically.

~~Also, in 2020 we reduced invested capital by over $262 million, improved our leverage ratio to the lowest level in decades, and improved adjusted~~highest annual earnings per share ~~versus 2019. By~~in our history, and a 15.3% return on average invested capital. We also acquired AAT Carriers, Inc., (“AAT”), repurchased $3.4 million or approximately 20% of outstanding common stock, paid four quarterly dividends, and maintained moderately low debt. These achievements were made possible by the ~~end~~hard work and dedication of ~~the year, we reported one of the better fourth quarters in the Company’s 34-year history.~~

~~With~~ all of ~~the changes during 2020,~~our employees, including our Named Executive Officers.

In designing our 2022 compensation plan, the Compensation Committee ~~took a conservative approach to~~considered that our ~~compensation structure. The Compensation Committee reduced~~say-on-on pay resolution at the ~~salaries~~2022 Annual Meeting of ~~our Named Executive Officers between 5% and 19% and reduced the director annual retainer by 15% between April 2020 and December 2020 in light~~Stockholders was approved with approximately 82.0% of the ~~uncertain impact of COVID-19 on the Company’s operations. Messrs. Parker and Hogan did not receive equity awards during 2020, as~~votes cast. For 2022, the Compensation Committee ~~desired to preserve equity under our Incentive Plan given stock price volatility during 2020,~~aligned pay with performance through short-term cash incentive programs with corporate and divisional goals, as well as ~~their desire for more time~~performance-based option grants to assess the impact of changes to our business during 2020, including the strategic repositioning of our enterprise around our Dedicated, Expedited, Managed Freight, and Warehousing business units and reduction of our fixed overhead and capital deployment in non-core businesses. The short-term cash incentive plan for 2020 was designed around goals related to saftey, financial planning and analysis, accountability, deleveraging, and reducing costs, and target bonus payouts were set at half the amount of historical targets.certain Named Executive Officers.

Key Features of Executive Compensation Program

The Company adheres to the following practices and policies with respect to our executive compensation programs:

✔	✔	Conservative pay policy with total Named Executive Officer ~~and director~~ compensation positioned below the median
✔	✔	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
✔	✔	No excessive perquisites for executives
✔	✔	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 ~~equity awards beginning for awards granted in 2020 and for~~ severance benefits. ~~Additionally, equity awards granted under the Incentive Plan after adoption of the Second Amendment to the Incentive Plan in July 2020 are required to have a double~~
	✔	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 ~~effective January 1, 2021~~
✔	✔	Clawback policy

~~Table of Contents~~

Named Executive Officers

For the year ended December 31, ~~2020,~~2022, our named executive officers (collectively, the “Named Executive ~~Officers”~~Officers or NEOs”) were as follows:

Name	Position
David R. Parker	Chairman of the Board and CEO
~~Joey B. Hogan~~	~~President and PFO~~⁽¹⁾
M. Paul Bunn	~~Senior EVP~~ President and COO⁽¹⁾
Tripp Grant	EVP and CFO⁽¹⁾
Joey B. Hogan	EVP⁽¹⁾
Samuel F. Hough	EVP -– Expedited Operations⁽¹⁾
~~John A. Tweed~~ Lynn Doster	~~Advisor to the CEO~~ EVP – Dedicated and Warehousing Operations⁽¹⁾

~~Richard B. Cribbs~~

~~Former SVP of Strategy & Investor Relations, Treasurer~~⁽¹⁾

~~(1)~~

Between January 1, ~~2020~~2022 and ~~April 23, 2020,~~December 31, 2022, Mr. Bunn served as our Senior EVP, COO, and Secretary and Mr. Hogan served as our ~~President and COO,~~President. Mr. ~~Bunn~~Hogan also served as our ~~EVP, Chief Accounting Officer~~PFO between January 1, 2022 and ~~Treasurer,~~May 17, 2022. Between January 1, 2022 and May 17, 2022, Mr. ~~Hough~~Grant served as our ~~EVP~~Chief Accounting Officer. Between January 1, 2022 and COO of CTI, Mr. Tweed served as the EVP and COO of Landair, and Mr. Cribbs served as our EVP and CFO. Between April 24, 2020 and April 6, 2021, Mr. Hogan served as our Co-President and CAO, Mr. Bunn served as our EVP, CFO, and Secretary, and Mr. Tweed served as our Co-President and COO. Between April 24, 2020 and SeptemberOctober 23, ~~2020, Mr. Hough~~2022, Ms. Doster served as our EVP - ~~Highway Services.~~Dedicated Operations.

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 ~~in 2019 and 2020~~ 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. The Compensation Committee used this advice and information as a guide in reviewing our executive compensation program, ~~in 2019 and 2020,~~ including with respect to the setting of base salaries and grants of equity awards to our executive officers.

~~Table of Contents~~

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.

Elements of Compensation

Our compensation program for senior executive officers has two major elements, fixed compensation and incentive compensation. The total compensation for senior executive officers, including the Named Executive Officers, consists of the following five components:

●	●	base salary;
●	●	annual incentive compensation, which may include performance-based annual cash and/or equity awards;
●	●	long-term equity incentive awards;
●	●	other compensation, including specified perquisites; and
●	●	employee benefits, which are generally available to all of our employees.

Compensation Determination Process

The Compensation Committee has the responsibility to make and approve changes in the total compensation of our executive officers, including the mix of compensation elements. In making decisions regarding an executive officer’s total compensation, the Compensation Committee considers whether total compensation:

●

is fair and reasonable to us;

●

is internally appropriate based upon our culture, goals, initiatives, and the compensation of our other employees; and

●

is within a reasonable range of the compensation afforded by other opportunities.

The Compensation Committee also takes into consideration the following:

●	●	overall economic conditions;
●	●	changes in responsibility;
●	●	our recent and expected financial performances;
●	●	the Compensation Committee’s assessment of the executive officer’s leadership, integrity, individual performance, prospect for future performance, years of experience, skill set, level of commitment, contributions to our financial results and the creation of stockholder value; and
●	●	current and past compensation.

In determining the mix of compensation elements, the Compensation Committee considers the effect of each element in relation to total compensation. Consistent with our need to control costs and our desire to recognize our executive officers’ performance where such recognition is warranted, the Compensation Committee has attempted to weight overall compensation toward incentive and equity based compensation. Accordingly, a substantial part of the compensation package for each executive officer is at risk and is only earned if our performance and the performance of the executive officer so warrants. Moreover, the entire amount of the equity-based incentive is subject to fluctuations in our stock price, in alignment with the exposure of our stockholders, so our executives experience both upside and downside exposure. The Compensation Committee specifically considers whether each particular element provides an appropriate incentive and reward for performance that sustains and enhances long-term stockholder value. The Compensation Committee also takes into account the tax and accounting consequences associated with each element of compensation.

~~Table of Contents~~

In determining whether to increase or decrease an element of compensation, we rely upon the business experience of the members of the Compensation Committee, the Compensation Committee’s general understanding of compensation levels of public companies, the historical compensation levels of the executive officers and, in certain years, information provided by compensation consultants. We generally do not rely on or short-term changes in business performance when setting compensation, nor do we have a formal policy regarding the percentage allocated between cash and non-cash compensation or current versus long-term compensation. Rather, the Compensation Committee adjusts these factors as our needs and goals change.

Base Salary

We pay base salaries at levels that reward executive officers for ongoing performance and that enable us to attract and retain highly qualified executive officers. Base pay is a critical element of our compensation program because it provides our executive officers with stability. Compensation stability allows our executive officers to focus their attention and efforts on creating stockholder value and on our other business objectives. In determining base salaries, we consider:

●

the executive officer’s current base salary;

●

recent economic conditions and our financial results; and

●

the executive officer’s qualifications and experience, including but not limited to, the executive’s length of service with us, the executive’s industry knowledge, and the quality and effectiveness of the executive’s leadership, integrity, scope of responsibilities, dedication to us and our stockholders, past performance, and current and future potential for providing value to our stockholders.

The base salaries of our executive officers will differ based upon these factors. Market adjustments to executive officer base salaries may also be made when a significant change occurs to an executive officer’s position or responsibilities or if comparative market data indicates a significant deviation compared to market salary practices. ~~See~~ ~~Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers~~ ~~for details regarding temporary salary reductions put in place during 2020 in light of the uncertain impact of COVID-19 on the Company’s operations.~~ The total base salaries earned by each of our Named Executive Officers in ~~2020~~2022 are disclosed in the Summary Compensation Table.

Incentive Compensation

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:

●

provide ~~annual~~ incentives to executive officers in a manner designed to reinforce our performance goals;

●

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

●

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).

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.

~~Table of Contents~~

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:

●	●	the recommendations of our CEO and our President;
●	●	how the achievement of certain performance goals will help us improve our financial and operating performance and add long-term value to our stockholders;
●	●	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;
●	●	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;
●	●	the expected impact of awards on executive officer retention;
●	●	the tax deductibility of certain awards; and
●	●	the impact of the awards on our earnings, cash flows, and diluted share count.

Messrs. Parker and Hogan did not receive equity awards during 2020, as the Compensation Committee desired to preserve equity under our Incentive Plan given stock price volatility during 2020, as well as their desire for more time to assess the impact of changes to our business during 2020, including the strategic repositioning of our enterprise around our Dedicated, Expedited, Managed Freight, and Warehousing business units and reduction of our fixed overhead and capital deployment in non-core businesses.

Please refer to the Summary Compensation Table and Grants of Plan-Based AwardsTable for further details regarding long-term incentives awarded to our Named Executive Officers.

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.

The short-term cash incentive plan for 2020 was designed around goals related to safety, financial planning and analysis, accountability, deleveraging, and reducing costs, and target bonus payouts were set at half the amount of historical targets.

Our short-term cash incentive plan for ~~2020~~2022 is described under Executive Compensation – Compensation Discussion and Analysis – Compensation Paid to Our Named Executive Officers – ~~2020~~ 2022 Senior Executive Bonus Program.

~~Table of Contents~~

Other Compensation

We provide our Named Executive Officers with certain other benefits, which include perquisites, that we believe are reasonable, competitive, and consistent with our overall executive compensation program. The costs of these benefits constitute only a small percentage of each executive’s total compensation. In setting the amount of these benefits, the Compensation Committee considers each executive’s position and scope of responsibilities and all other elements comprising the executive’s compensation. The aggregate incremental cost of perquisites and other benefits provided to our Named Executive Officers is shown in the “All Other Compensation” column of the Summary Compensation Table and detailed in the All Other CompensationTable.

In May 2022, the Committee approved and adopted the Covenant Logistics Group Supplemental Savings Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan constitutes an unfunded, nonqualified deferred compensation plan that allows a select group of management and highly compensated employees, including our Named Executive Officers, to voluntarily defer compensation in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended. Participants may elect to defer into the Plan up to 50% of base salary and up to 100% of bonuses and commissions. In addition, the Plan allows, but does not require, the Company to make employer discretionary contributions to participant accounts from time to time. Effective July 1, 2022, employee participants, including our Named Executive Officers, are eligible for a Company match of 75% of employee contributions up to 5% of eligible compensation (salary, bonuses, and commissions), subject to an annual limit of $12,500. All employee contributions are fully vested upon contribution. Company matching contributions are fully vested once the employee reaches three years of service with the Company. As all of our Named Executive Officers have been employed by the Company for more than three years, their Company matching contributions are fully vested. We offer a number of investment options under the Deferred Compensation Plan. Participants are responsible for choosing the deemed investments for their deferred cash compensation and may change the deemed investment selections for their existing account balances at any time. The investment options offered currently include money market funds, bond funds, blended funds, and stock funds. The participant may elect to receive a lump sum distribution, installments of up to 15 years upon the occurrence of separation from service after reaching a specified retirement age, or installments of up to 5 years upon a date specified by the participant. Notwithstanding the participant’s election, he or she would receive a lump sum distribution upon death, eligible disability, or separation from service prior to reaching the specified retirement age. The participant may request a withdrawal of a stated amount to cover an eligible unforeseeable emergency. All distributions under the Deferred Compensation Plan will be paid in cash.

Employee Benefits

Our executive officers are eligible to participate in all of our employee benefit plans, such as our 401(k) plan and medical, dental, and group life insurance plans, in each case on the same basis as our other employees. We believe our benefits are competitive compared to those offered by similar companies in our general transportation industry and other comparable publicly traded truckload carriers.

Compensation Paid to Our Named Executive Officers

Compensation Paid to Our Chief Executive Officer

Mr. Parker founded Covenant Transport, Inc. in 1985 with 25 tractors and 50 trailers and has been our chief executive since our inception. We have achieved considerable growth in revenue since our inception and now serve as the holding company for several transportation and logistics providers that generated $1.2 billion in revenue in 2022, in the aggregate ~~operate~~operated approximately ~~2,461~~2,138 tractors and ~~5,647~~5,367 trailers (as of December 31, ~~2020)~~2022) and offer premium transportation and logistics services for customers throughout the United States.

During ~~2020,~~2022, Mr. Parker did not receive an equity award given his significant stock ownership aligns with stockholder value creation. Mr. Parker was eligible for the following compensation:

●	●	an annualized base salary of ~~$675,000 (Mr. Parker’s annualized base salary~~$729,872, which was ~~temporarily reduced~~increased to ~~$573,750 between April 6, 2020 and December 31, 2020, in light of the uncertain impact of COVID-19 on the Company’s operations);~~ $766,376, effective August 16, 2022;
●	●	participation in the ~~2020~~2022 Senior Executive Bonus Program, as described in more detail under the heading ~~2020~~2022 Senior Executive Bonus Programbelow;
●	~~a cash vehicle allowance,~~ ●	participation in the AAT Bonus Program, as described in more detail under the heading AAT Bonus Program below;
	●	use of our corporate travel agency to arrange personal travel, use of our administrative personnel for personal services, certain of his club fees and dues, and Company contributions to his 401(k) account;
●	●	use of a corporate aircraft for personal use, subject to reimbursement at the higher of two times fuel expense or the Standard Industry Fare Level rate, and an allowance of 50 aggregate hours for personal use of the aircraft by Messrs. Parker, ~~Hogan, Tweed,~~Bunn, and ~~Bunn~~Hogan (“Corporate Aircraft Use”); and
●	●	medical, dental, and group life insurance.

Compensation Paid to Our Other Named Executive Officers

In ~~2020,~~2022, the form and amount of compensation for our Named Executive Officers was recommended by ~~our~~ Messrs. Parker and Hogan, provided that Messrs. Parker and Hogan did not recommend their own compensation. The form and amount of compensation for Mr. Hogan was recommended by Mr. Parker. As discussed above, the Compensation Committee relied on the business experience of its members, the historical compensation levels of the Named Executive Officers, its general understanding of compensation levels at public companies ~~and the report of Willis Towers Watson,~~ to determine that such recommendations with respect to the compensation levels and forms were appropriate for ~~2020.~~

2022.

Mr. ~~Hogan~~

Bunn

During ~~2020,~~2022, Mr. ~~Hogan~~Bunn was eligible for the following compensation:

●	●	an annualized base salary of ~~$475,000,~~$400,005, which was increased to ~~$500,000 in connection with his appointment as our Co-President and CAO,~~$420,014, effective April 26, 2020 (Mr. Hogan’s annualized base salary was temporarily reduced to $403,750 between April 6, 2020 and December 31, 2020, in light of the uncertain impact of COVID-19 on the Company’s operations); August 16, 2022;
●	●	participation in the ~~2020~~2022 Senior Executive Bonus Program, as described in more detail under the heading ~~2020~~2022 Senior Executive Bonus Programbelow;
●	a cash vehicle allowance, use of our corporate travel agency to arrange personal travel, Corporate Aircraft Use (during 2020, Mr. Hogan did not use the aircraft), disability insurance, and Company contributions to his 401(k) account; and
●	~~medical, dental, and group life insurance.~~

~~Table of Contents~~

~~Mr. Bunn~~

~~During 2020, Mr. Bunn was eligible for the following compensation:~~

●	an annualized base salary of $270,000, which was increased to $325,000 in connection with his appointment as our EVP, CFO, and Secretary, effective April 26, 2020 (Mr. Bunn’s annualized base salary was temporarily reduced to $243,000 between April 6, 2020 and April 25, 2020 and to $292,500 between April 26, 2020 and December 31, 2020, in light of the uncertain impact of COVID-19 on the Company’s operations);
●	participation in the ~~2020~~AAT Bonus Program, as described in more detail under the heading ~~2020~~AAT Bonus Programbelow;
●	~~a grant of 10,000 shares of Class A restricted stock in recognition of his appointment as our EVP, CFO, and Secretary, as described in more detail under the heading~~ ~~June 2020 Restricted Stock Grants~~ ~~below.~~
●	~~a grant of 180,288 performance-based options to purchase the Company’s Class A common stock, as described in more detail under the heading~~ ~~November 2020 Option Grantsbelow;~~
●	a cash vehicle allowance, use of our corporate travel agency to arrange personal travel, Corporate Aircraft Use (during 2020, Mr. Bunn did not use the aircraft), disability insurance, and Company contributions to his 401(k) account; and
●	~~medical, dental, and group life insurance.~~

~~Mr. Hough~~

~~During 2020, Mr. Hough was eligible for the following compensation:~~

●	an annualized base salary $332,800 (Mr. Hough’s annualized base salary was temporarily reduced to $299,520 between April 6, 2020 and December 31, 2020, in light of the uncertain impact of COVID-19 on the Company’s operations);
●	~~participation in the 2020 Bonus Program, as described in more detail under the heading~~ ~~2020 Bonus Program~~ ~~below;~~
●	~~a grant of 60,096 performance-based options to purchase the Company’s Class A common stock, as described in more detail under the heading~~ ~~November 2020 Option Grants~~ ~~below;~~
●	~~a cash vehicle allowance, use of our corporate travel agency to arrange personal travel, disability insurance, and Company contributions to his 401(k) account; and~~
●	~~medical, dental, and group life insurance.~~

~~Mr. Tweed~~

~~During 2020, Mr. Tweed was eligible for the following compensation:~~

●	an annualized base salary of $370,000, which was increased to $500,000 in connection with his appointment as our Co-President and COO, effective April 26, 2020 (Mr. Tweed’s annualized base salary was temporarily reduced to $333,000 between April 6, 2020 and April 25, 2020 and to $403,750 between April 26, 2020 and December 31, 2020, in light of the uncertain impact of COVID-19 on the Company’s operations);
●	~~participation in the 2020 Bonus Program, as described in more detail under the heading~~ ~~2020 Bonus Program~~ ~~below;~~
●	~~a grant of 100,000 shares of Class A restricted stock in recognition of his appointment as our Co-President and COO, as described in more detail under the heading~~ ~~June 2020 Restricted Stock Grants~~ ~~below.~~
●	$8,333 per month for housing and travel costs related to travel between Greenville, Tennessee where Landair is headquartered and the Company’s headquarters in Chattanooga, Tennessee where Mr. Tweed was to manage additional business units and have additional housing;
●	~~a cash vehicle allowance,~~ use of our corporate travel agency to arrange personal travel, Corporate Aircraft Use, disability insurance, and Company contributions to his 401(k) account and Deferred Compensation Plan account; and
●	●	medical, dental, and group life insurance.

~~Table of Contents~~

Mr. ~~Cribbs~~

~~Prior to his resignation on September 15, 2020,~~Grant

During 2022, Mr. ~~Cribbs~~Grant was eligible for the following compensation:

●	●	an annualized base salary ~~$335,000,~~$218,920, which was ~~reduced~~increased to ~~$292,500 in connection with his appointment as our SVP of Strategy & Investor Relations, Treasurer,~~$305,011, effective July 1, 2020 (Mr. Cribb’s annualized base salary was reduced to $301,500 between April 6, 2020 and June 30, 2020 and to $277,875 between July 1, 2020 and September 15, 2020, in light of the uncertain impact of COVID-19 on the Company’s operations); May 18, 2022;
●	●	participation in the ~~2020~~2022 Senior Executive Bonus Program, as described in more detail under the heading ~~2020~~2022 Senior Executive Bonus Programbelow;
●	●	participation in the AAT Bonus Program, as described in more detail under the heading AAT Bonus Program below;
	●	a ~~cash vehicle allowance,~~ grant of 5,514 shares of restricted stock to further align his compensation with Company performance, as described in more detail under the heading May 2022 Restricted Stock Grants below;
	●	use of our corporate travel agency to arrange personal travel, disability insurance, and Company contributions to his 401(k) account and Deferred Compensation Plan account; and
●	●	medical, dental, and group life insurance.

Mr. Hogan

During 2022, Mr. Hogan was eligible for the following compensation:

	●	an annualized base salary of $513,219, which was increased to $538,886, effective August 16, 2022;
	●	participation in the 2022 Senior Executive Bonus Program, as described in more detail under the heading 2022 Senior Executive Bonus Program below;
	●	participation in the AAT Bonus Program, as described in more detail under the heading AAT Bonus Program below;
	●	use of our corporate travel agency to arrange personal travel, Corporate Aircraft Use, disability insurance, and Company contributions to his 401(k) account and Deferred Compensation Plan account; and
	●	medical, dental, and group life insurance.

~~See “—Separation Agreements”~~

Mr. Hough

During 2022, Mr. Hough was eligible for ~~details regarding severance benefits Mr. Cribbs received upon his resignation.~~

~~2020~~the following compensation:

	●	an annualized base salary $355,160, which was increased to $372,923, effective August 16, 2022;
	●	participation in the 2022 Senior Executive Bonus Program, as described in more detail under the heading 2022 Senior Executive Bonus Program below;
	●	participation in the AAT Bonus Program, as described in more detail under the heading AAT Bonus Program below;
	●	a grant of 6,617 shares of restricted stock to further align his compensation with Company performance, as described in more detail under the heading May 2022 Restricted Stock Grants below;
	●	use of our corporate travel agency to arrange personal travel, disability insurance, and Company contributions to his 401(k) account and Deferred Compensation Plan account; and
	●	medical, dental, and group life insurance.

Ms. Doster

During 2022, Ms. Doster was eligible for the following compensation:

	●	an annualized base salary of $309,005, which was increased to $339,913, effective August 16, 2022;
	●	a special cash bonus of $50,000 in recognition of her promotion to EVP – Dedicated Operations in the prior year, as well as Dedicated’s ongoing performance, approved by the Compensation committee on February 16, 2022;
	●	participation in the 2022 Senior Executive Bonus Program, as described in more detail under the heading 2022 Senior Executive Bonus Program below;
	●	a grant of 6,617 shares of restricted stock to further align her compensation with Company performance and, as described in more detail under the heading May 2022 Restricted Stock Grants below;
	●	use of our corporate travel agency to arrange personal travel, disability insurance, and Company contributions to his 401(k) account and Deferred Compensation Plan account; and
	●	medical, dental, and group life insurance.

2022 Senior Executive Bonus Program

~~On May 22, 2020,~~

Under the ~~Compensation Committee approved performance-based bonus opportunities for the Company's senior executive officers, including~~2022 Senior Executive Bonus Program, our Named Executive Officers ~~(the “2020 Bonus Program”). In designing the 2020 Bonus Program, the Compensation Committee considered, among other things, the realignment~~were eligible to receive incremental cash bonuses upon satisfaction of ~~our executive team, our redesigned organizational structure,~~certain goals related to adjusted earnings per share (“Adjusted EPS”), growth, safety, and ~~the acceleration~~operating ratio, over a performance period of ~~the implementation of our strategic plan. Such events informed the Compensation Committee as they set the following goals under the 2020 Bonus Program (collectively, the “2020 Performance Goals”):~~

●	~~Safety – Completion of long-term restructuring to include alignment around driver/fleet manager interaction and enterprise compliance systems with a lower cost by December 1, 2020.~~
●	~~Financial Planning and Analysis – Completion of strategic plan by August 2020 and the 2021 budget and tactical plan by December 1, 2020.~~
●	~~Accountability – Completion of job descriptions, key performance indicators and tactics to deliver the 2021 budget by December 1, 2020.~~
●	~~Deleverage – Reduction of leverage ratio~~⁽¹⁾⁽²⁾ ~~for the second half of 2020 to less than or equal to 2.6x without the sale of Transport Financial Solutions (“TFS”) or less than or equal to 1.5x with the sale of TFS~~⁽³⁾.
●	~~Reduce Costs – Achievement of a permanent cost reduction of $10.5 million of fixed costs for the fourth quarter of 2020 compared to the first quarter of 2020~~⁽²⁾.

~~(1)~~

~~Leverage ratio is defined as net indebtedness divided by annualized EBITDAR for the second half of 2020. EBITDAR is defined as earnings before interest, depreciation, amortization, and rents.~~

~~(2)~~

~~The financial targets exclude the impact of any accrued or actual short-term or long-term cash bonus and equity compensation expense.~~

~~(3)~~

~~The sale of TFS was completed in July 2020, therefore the leverage ratio goal was less than or equal to 1.5x.~~

January 1, 2022 to December 31, 2022.

~~Table of Contents~~

When establishing the 2020 Performance Goals and determining the potential cash payouts under the 2020 Bonus Program, the Compensation Committee also reviewed: (i) the impact of COVID-19, (ii) the magnitude of each participant’s ability to impact corporate performance based on the executive's responsibilities at the time the targets were set, (iii) the composition of each participant’s total compensation package, (iv) our financial goals, and (v) information provided by Willis Towers Watson.

The ~~Compensation Committee set new~~ annual bonus targets, expressed as a percentage of year-end annualized base salary, ~~for each of our Named~~under the 2022 Senior Executive ~~Officers as follows, provided that the 2020~~ Bonus Program ~~would be calculated~~were as follows:

Named Executive Officer		Bonus Target
David R. Parker		100.0%
M. Paul Bunn		85.0%
Tripp Grant		60.0%⁽¹⁾
Joey B. Hogan		100.0%
Samuel F. Hough		50.0%
Lynn Doster		50.0%

(1)

Mr. Grant’s annual bonus target was increased from 40.0% to 60.0% on May 18, 2022 in association with his promotion to EVP and CFO.

Each of the Participants could earn up to 150.0% of their bonus target based on ~~50% of such targets given the continuing effects of COVID-19:~~

Adjusted EPS for fiscal year 2022, as follows:

Adjusted EPS		Achievement Potential as a Percentage of Bonus Target⁽¹⁾
$2.50		37.5%
$3.00		75.0%
$4.00		150.0%

~~Named Executive Officer~~		~~Target Bonus~~⁽¹⁾
~~David R. Parker~~		~~100.0%~~
~~Joey B. Hogan~~		~~100.0%~~
~~M. Paul Bunn~~		~~60.0%~~
~~Samuel F. Hough~~		~~55.0%~~
~~John A. Tweed~~		~~100.0%~~
~~Richard B. Cribbs~~		~~50.0%~~

~~(1)~~

The Compensation Committee ~~determined that~~also created specific parameters for awarding bonuses within certain incremental ranges of achievement of the ~~2020 Bonus Program would be calculated based on 50%~~Adjusted EPS goals.

Each of ~~such targets given the continuing effects of COVID-19.~~

~~Under~~ the ~~2020 Bonus Program, the participants~~Participants were also eligible to ~~receive annual cash bonuses~~earn up to ~~50%~~an additional 25.0% of their ~~respective~~bonus target ~~set forth above (each a “2020 Bonus Opportunity”),~~ based on ~~upon the satisfaction~~achievement of the ~~2020 Performance Goals. If three of the 2020 Performance Goals were achieved, each participant would receive 60%~~following goals in fiscal year 2022 (6.25% of their ~~2020 Bonus Opportunity. If four of the 2020 Performance Goals were achieved,~~bonus target for each participant would receive 80% of their 2020 Bonus Opportunity. If all five of the 2020 Performance Goals were achieved, each participant would receive 100% of their 2020 Bonus Opportunity. If two or fewer of the 2020 Performance Goals were achieved, the participant would not receive a bonus under the 2020 Bonus Program.

Ongoal achieved), as follows:

	●	Brokerage Growth - Grow Brokerage segment base business or convert non-contractual project to contractual terms by greater than 20% over 2021;
	●	Safety - Improve the Company’s DOT accident per million mile by 1% under 2021, which was the best year in the Company’s history;
	●	Operating Ratio - Achieve a Dedicated segment operating ratio of 93.5% or better for the fourth quarter of fiscal year 2022; and
	●	TMS/Warehouse Growth - Grow transportation management services (“TMS”) and the Warehouse segment’s combined freight revenue by greater than 16% over 2021 results.

In February ~~17, 2021,~~2023, the Compensation Committee determined that ~~all five of~~ the ~~2020 Performance Goals~~following goals were ~~achieved, including a leverage ratio of 0.8x~~met: Adjusted EPS ($5.84 Adjusted EPS for ~~the second half of 2020~~fiscal year 2022), brokerage growth (34.6% growth), safety (over 1% improvement), and ~~permanent reduction of approximately $12 million in costs for the fourth quarter of 2020 compared to the first quarter of 2020,~~TMS/Warehouse growth (19% growth), resulting in the following payouts under the ~~2020~~2022 Senior Executive Bonus Program:

Named Executive Officer		Payout
David R. Parker		~~$337,500~~ $1,293,260
M. Paul Bunn		$602,458
Tripp Grant		$308,824
Joey B. Hogan		~~$250,000~~ $909,370
~~M. Paul Bunn~~ Samuel F. Hough		~~$97,500~~ $314,654
~~Samuel F. Hough~~ Lynn Doster		~~$91,520~~ $286,802
~~John A. Tweed~~		~~$250,000~~

~~Mr. Cribbs resigned on September 15, 2020, therefore he did not receive any payout under~~

AAT Bonus Program

In February 2022, the ~~2020 Bonus Plan.~~

~~June 2020 Restricted Stock Grants~~

~~On June 5, 2020,~~Company acquired 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 ~~a grant of 10,000 shares of Class A~~the AAT Bonus Program. Under the AAT Bonus Program, Messrs. Parker, Grant, Hogan, and Hough are eligible to receive cash bonuses and Mr. Bunn is eligible to earn certain restricted stock ~~to Mr. Bunn and a grant of 100,000 shares of Class A restricted stock to Mr. Tweed~~based on three AAT EBITDA goals (collectively, the ~~“June 2020 Restricted Stock Grants”~~“EBITDA Goals”)~~, in recognition of their promotions in April 2020. One-half~~. The EBITDA Goals are as follows:

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

Upon achievement of the ~~shares vest~~EBITDA Goals, Messrs. Parker, Grant, Hogan, and Hough will earn the following cash bonuses:

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
Joey B. Hogan	$83,333	$83,333	$83,334
Samuel F. Hough	$25,000	$25,000	$50,000

Any cash earned as a result of meeting an EBITDA Goal will be subject to an additional retention requirement and will be paid on ~~December 31, 2023,~~the first anniversary of the end of the performance period for the applicable EBITDA Goal, subject to continuous employment through ~~December 31, 2023, provided that if~~the payment date.

Also, under the AAT Bonus Program, Mr. Bunn ~~or Mr. Tweed is terminated for any reason other than Cause (as defined in their respective Severance Agreement) after July 1, 2021, but before December 31, 2023, then one-half~~received 18,042 shares of ~~his~~restricted Class A common stock. 6,014 shares of restricted stock will be earned upon achievement of each of the EBITDA Goals. Any restricted stock earned as a result of meeting an EBITDA Goal will be subject to an additional retention requirement and will vest on the ~~date of such termination. The other one-half~~first anniversary of the ~~shares would vest upon~~end of the ~~closing price of our Class A common stock exceeding $15.00 per share~~performance period for ~~at least 20 consecutive trading days before December 31, 2023, but in no event sooner than June 5, 2021 (the “Restricted Stock Performance Goal”),~~the applicable EBITDA Goal, subject to continuous employment through the vesting date. The restricted stock is subject to customary termination, forfeiture, and acceleration provisions.

May 2022 Restricted Stock ~~Performance Goal was achieved on August 5, 2020, therefore, one-half of the shares will vest on June 5, 2021, subject to continuous employment.~~

~~Table of Contents~~

~~November 2020 Option~~ Grants

On ~~November 11, 2020,~~May 31, 2022, the Compensation Committee approved grants of restricted stock to Messrs. Grant and Hough and Ms. Doster (the “May 2022 Restricted Stock Grants”), as follows:

Named Executive Officer	Performance-Based Restricted Stock	Time-Based Restricted Stock
Tripp Grant	2,758	2,756
Samuel F. Hough	3,309	3,308
Lynn Doster	3,309	3,308

The performance-based restricted stock under the May 2022 Restricted Stock Grants will vest upon achievement of the following goals (each a “Restricted Stock Goal”):

●

50% upon attainment of a three-year cumulative Adjusted EPS of $11.21 for the performance period ended December 31, 2025 (the “Restricted Stock EPS Goal”); and

●

50% upon attainment of a consolidated freight revenue of $1,250,000,000 for the fiscal year ended December 31, 2025 (the “Restricted Stock Revenue Goal”).

The time-based restricted stock under the May 2022 Restricted Stock Grants will vest as follows:

●

50% on December 31, 2023; and

●

50% on December 31, 2024.

The May 2022 Restricted Stock is subject to customary termination, forfeiture, and acceleration provisions.

Restricted Stock and Option Results Based on 2022 Performance

Special Restricted Stock Grants

In July 2017, with respect to Messrs. Parker, Bunn, Hogan, and Hough, and in September 2019, with respect to Mr. Grant and Ms. Doster, the Compensation Committee granted performance-based restricted stock to the Named Executive Officers, as follows (the “Special Restricted Stock Grants”):

Named Executive Officer		Restricted Stock
David R. Parker		66,816
M. Paul Bunn		10,440
Tripp Grant		6,321
Joey B. Hogan		55,680
Samuel F. Hough		23,385
Lynn Doster		6,321

All of the shares of restricted stock under the Special Restricted Stock Grants were eligible to be earned upon achieving two consecutive fiscal years during fiscal 2018 (or fiscal 2020 for Ms. Doster’s and Mr. Grant’s award) through fiscal 2022, inclusive, where (i) the Company’s consolidated annual freight revenue was at least $900 million and (ii) the Company’s consolidated net income margin was 4.0% or greater (the “Full Vesting Criteria”). On February 28, 2023, the Compensation Committee certified that the Full Vesting Criteria had been achieved with respect to fiscal years 2021 and 2022. Upon the Compensation Committee’s certification that the Full Vesting Criteria had been met, 50% of the restricted shares vested. The remaining 50% of the restricted shares will vest on December 31, 2023, subject to the recipient’s continued employment through such date.

Market Condition Options

In November 2020, the Compensation Committee granted performance-based options to purchase the Company’s Class A common stock (“Options”) to certain of ~~the Company’s management team, including Messrs. Bunn and Hough. Messrs. Bunn and Hough received the following Options:~~

Named Executive Officer Market Condition Options Performance Condition Options
M. Paul Bunn 45,072 135,216
Samuel F. Hough 15,024 45,072

~~The Market Condition Options will vest~~our Named Executive Officers, subject to vesting if the closing price of the Company’s Class A Common Stock ~~exceeds~~exceeded $30.00 for at least 20 consecutive trading days before December 31, 2023, ~~but in no event sooner than November 11, 2021.~~

~~The Performance~~as follows (the “Market Condition ~~Options will vest as follows:~~

Options”):

● Named Executive Officer	~~One-third if the Company achieves at least $900 million of freight revenue for the year ended December 31, 2023;~~	Options
● M. Paul Bunn	One-third if the Company achieves a cumulative three-year adjusted earnings per share, adjusted to exclude the impact of certain extraordinary, one-time, non-recurring, or similar items (“adjusted EPS”), of $4.00 per share for the three-year period ended December 31, 2023, provided that the adjusted EPS for the year ended December 31, 2023 cannot be less than $1.00 per share; and	45,072
● Tripp Grant	~~One-third if the Company achieves a cumulative three-year adjusted EPS of $4.75 per share for the three-year period ended December 31, 2023.~~	9,015
Samuel F. Hough		15,024
Lynn Doster		15,024

~~The vesting~~

On August 22, 2022, the Market Conditions Options vested, as the closing price of the ~~Options is subject to certain continued employment, acceleration, and forfeiture provisions. The Options have an exercise price equal to $15.77 per share (the closing market price of our~~Company’s Class A ~~common stock on the grant date) and a 10-year term.~~

~~Restricted~~Common Stock ~~Results Based on 2020 Performance~~

In July 2019, Messrs. Parker, Hogan, Bunn, Hough, and Tweed were awarded 15,411, 12,415, 4,281, 5,822, and 6,850, shares of restricted stock, respectively (the “2019 Performance Shares”), subject to performance-based vesting based on consolidated adjusted EPSexceeded $30.00 for fiscal 2020 being greater than or equal to the lesser of (i) consolidated adjusted EPS for fiscal 2019, multiplied by 115%, and (ii) consolidated adjusted EPS of $2.00. Consolidated adjusted EPS for fiscal 2019 was $0.57, therefore, the performance goal was consolidated adjusted EPS of $0.66 for fiscal 2020. In March 2021, the Compensation Committee determined that the consolidated adjusted EPS for fiscal 2020 was $1.08, therefore, the 2019 Performance Shares vested.

In August 2018, Messrs. Parker and Hogan each received a grant of 3,262 shares of restricted stock, one-half of which would vest if Landair’s revenue was equal to or greater than $175.0 million for the trailing twelve months ended June 30, 2020. In August 2020, the Compensation Committee determined that the Landair revenue goal for such shares was not met, therefore, such shares were forfeited.

~~Separation Agreement~~

~~On August~~ 20 2020, in connection with Mr. Cribbs’ resignation effective September 15, 2020, the Company, through a wholly owned subsidiary, and Mr. Cribbs entered into a separation agreement (the “Separation Agreement”).

Pursuant to the Separation Agreement, Mr. Cribbs is entitled to receive: (i) six months’ salary continuation, totaling $167,500, payable in thirteen (13) equal bi-weekly installments, (ii) if Mr. Cribbs has not secured employment consistent with his professional experience and with an annualized base salary of at least $167,500 prior to the last salary continuation installment, Mr. Cribbs will receive additional separation pay of up to $258,000, payable in twenty-six (26) equal bi-weekly installments, continuing only so long as Mr. Cribbs is unable to secure such employment, (iii) payment of COBRA premiums for a period not to exceed eighteen (18) months, and (iv) additional severance payments in the amount $144,000, payable in thirteen (13) equal bi-weekly installments. Under the Separation Agreement, Mr. Cribbs agreed to certain confidentiality, non-competition, non-solicitation, non-disparagement, and cooperation covenants and granted a general release of claims in favor of the Company, its subsidiaries, and its affiliates. All outstanding equity awards held by Mr. Cribbs were forfeited upon his resignation from the Company.

~~Table of Contents~~

consecutive trading days.

Compensation Decisions with Respect to ~~2021~~

2023

The Compensation Committee annually reviews and considers adjustments to the base salaries of our Named Executive Officers, as well as grants of annual cash incentives and equity awards to each Named Executive Officer.

Effective January 1, 2021, the Compensation Committee approved the following for our Named Executive Officers: (i) elimination of the COVID-19 salary reductions previously put in place, (ii) setting of new base salaries, and (iii) elimination of cash vehicle allowances and company-provided cars. As of January 1, 2021, the annualized base salaries of our Named Executive Officers were as follows:

~~Named Executive Officer~~		~~Annualized Base Salary~~
~~David R. Parker~~		~~$708,600~~
~~M. Paul Bunn~~		~~$337,000~~
~~Joey B. Hogan~~		~~$513,200~~
~~Samuel F. Hough~~		~~$344,800~~
~~John A. Tweed~~		~~$512,000~~

In April 2021, based on the successful execution of our strategic plan during 2020 and the rate of improvement in 2021, we accelerated the planned evolution of our management team. Effective April 6, 2021, we created the Office of the CEO and the Board appointed certain of our Named Executive Officers to new positions as follows:

~~Named Executive Officer~~		~~New Title~~
~~Joey B. Hogan~~		~~President and PFO~~
~~M. Paul Bunn~~		~~Senior EVP and COO~~
~~John A. Tweed~~		~~Advisor to the CEO~~

In April 2021, the Compensation Committee approved grants of performance-based Options to Messrs. Parker and Bunn 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 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.~~

In April 2021, the Compensation Committee approved a grant of 150,000 shares of restricted stock to Mr. Hogan 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. 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.~~

Also, in recognition of his promotion in April 2021, the Compensation Committee increased Mr. Bunn’s annualized base salary from $337,000 to $400,000 and approved a grant of 16,667 shares of restricted stock to Mr. Bunn subject to vest on January 1, 2025, subject to certain continued employment, acceleration, and forfeiture provisions. The Compensation Committee also amended Mr. Bunn’s Severance Agreement to be consistent with those of Messrs. Parker and Hogan, as described under the heading “Potential Payments Upon Termination or Change in Control” in the ~~Compensation Discussion and Analysis~~.

~~In April 2021,~~ the Compensation Committee approved a short-term cash incentive plan for ~~Messrs. Parker, Hogan, and Bunn~~our Named Executive Officers based upon 2023 performance (the ~~“2021~~“2023 Senior Executive Bonus Program”). Under the ~~2021~~2023 Senior Executive Bonus Program, the bonus targets, expressed as a percentage of year-end annualized base salary, were ~~the same~~ as ~~under the 2020 Bonus Program 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.~~ follows:

Named Executive Officer		Bonus Target
David Parker		100%
M. Paul Bunn		100%
Tripp Grant		60%
Joey B. Hogan		100%⁽¹⁾
Samuel F. Hough		55%
Lynn Doster		55%

(1)

Mr. Hogan’s bonus target will be 100.0% of his base salary for the first half of 2023.

Under the ~~2021~~2023 Senior Executive Bonus Program, ~~participants~~Messrs. Parker, Bunn, Grant, and Hogan are eligible to earn up to 150% of their bonus target upon the attainment of certain Adjusted EPS goals and up to 25% of their bonus target upon the attainment of certain strategic projects relating to equipment, driver retention, and information technology. Ms. Doster and Mr. Hough are eligible to earn up to 100% of their bonus target upon the attainment of certain consolidated adjusted earnings per share goals, up to 55% of their bonus target upon the attainment of certain business unit performance goals, and up to 20% of their bonus target upon the attainment of a certain ~~adjusted EPS goal~~key strategic project relating to driver retention 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.

~~Table of Contents~~

respective business units.

In ~~April 2021,~~December 2022, the Compensation Committee approved ~~a short-term cash incentive plan~~new annualized base salaries for certain of our Named Executive Officers as follows:

Named Executive Officer		Annualized Base Salary
M. Paul Bunn		$500,000
Lynn Doster		$365,000

The salary changes for Mr. Hough (the “2021 Hough Bonus Program”). Mr. Hough’s bonus target is 50% of year-end annualized 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%)Bunn and ~~adjusted EPS (weighted at 25%).~~

~~In February 2021, the Compensation Committee~~Ms. Doster were effective January 1, 2023 and were approved a grant of 5,384 shares of restricted stock to Mr. Hough in recognition of his role in the wind-down of certain of the Company’s terminal operations throughout 2020. The shares will vest on February 17, 2022, subject to certain continued employment, acceleration, and forfeiture provisions.

In January 2021, we announced that Mr. Tweed will transition to a consulting role effective July 3, 2021. In connection with the transition, the Company entered into an amended and restated executive severance agreement (the “Amended Severance Agreement”) with Mr. Tweed, as well as a short-term consulting agreement (the “Consulting Agreement”). Mr. Tweed’s final day of employment is expected to be July 3, 2021 and the Consulting Agreement is to be effective July 4, 2021.

The Amended Severance Agreement provides for (i) certain benefits in the case of Mr. Tweed’s termination before July 3, 2021, consistent with the terms of his original Severance Agreement discussed below, (ii) certain non-competition and non-solicitation provisions, which remain unchanged from his original Severance Agreement, effective during the term of Mr. Tweed’s employment and continuing until the earlier of July 4, 2021 or the effectiveness of the Consulting Agreement, and (iii) an award of 50,000 shares of Class A restricted stock, to vest on the earlier of January 25, 2022 or the date his employment or engagement by the ~~Company is terminated~~Committee in connection with ~~a change-in-control of~~their recent promotions and increased responsibility within the Company.

Pursuant to the Consulting Agreement, (i) Mr. Tweed will provide certain consulting services to the Company from July 4, 2021 through December 31, 2022, unless the Consulting Agreement is earlier terminated by the Company as provided in the Consulting Agreement (the “Consulting Term”), (ii) during the Consulting Term, the Company will pay to Mr. Tweed $128,000 per quarter for Mr. Tweed being available to provide consulting services for a minimum of 25 days per quarter, and (iii) Mr. Tweed agreed to certain non-solicitation provisions during the Term and through the earlier of June 30, 2023 or one year following the termination of the Consulting Agreement.

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.

Other Policies and Considerations

Risk Considerations Regarding Compensation

We believe our compensation policies and practices for executive and non-executive employees create appropriate and meaningful incentives for our employees and avoid excessive or inappropriate risks. Our Compensation Committee assesses the risks that could arise from such policies and practices by reviewing the various elements and aspects of our compensation, including base salaries, incentive compensation (which has historically included long-term equity awards and performance-based annual bonuses), perquisites, employee benefits, and other compensation. Upon concluding such assessment, the Compensation Committee determined that our compensation policies and practices do not create risks that are reasonably likely to have a materially adverse impact on the Company. In making this determination, our Compensation Committee primarily considered the following factors:

●

Our ~~general~~ 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.

●

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.

●

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.

~~Table of Contents~~

●

The Compensation Committee is comprised of only independent directors who review and make compensation decisions based on objective measurements and payment methodologies.

●

Base salaries for our employees are competitive and generally consistent with salaries paid for comparable positions in our industry. The Compensation Committee also from time to time reviews trucking and general industry compensation data compiled and provided by a compensation consultant to help determine salary compensation.

●

Our internal controls over financial reporting, audit practices and corporate codes of ethics and business conduct were implemented to reinforce the balanced compensation objectives established by our Compensation Committee.

●

Our Clawback Policy, which provides that in the event of a material financial misstatement after the effective date of the Clawback Policy, we will require, to the fullest extent permitted by applicable law, that an employee who was subject to the reporting requirements of Section 16 of the Exchange Act forfeit or reimburse us for the amount by which incentive-based compensation (including cash- and equity-based incentive compensation) paid or granted to such employee at any time during the performance period relating to the applicable incentive-based compensation exceeds the amount of such incentive-based compensation that would have been paid or granted if it had been determined based on the material misstatement, in the sole and absolute discretion of the Board. The Clawback Policy has a three-year look-back period.

Potential Payments Upon Termination or Change in Control

Each of our Named Executive Officers is employed at will and does not have an employment agreement.

~~Messrs. Parker, Hogan, Bunn, Hough, and Tweed are each~~

Each of our Named Executive Officers is party to a severance agreement (each a “Severance Agreement”). As of December 31, ~~2020,~~2022, 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 ~~Mr. Hough)~~Messrs. Grant and Hough and Ms. Doster), the Severance Agreements provided for the following benefits:

Named Executive

Officer

Salary

Continuation

Management Incentive Cash Bonus

COBRA

Reimbursement

Messrs. Parker, Hogan, and ~~Tweed~~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. ~~Bunn~~⁽¹⁾Grant and Hough

and Ms. Doster

18 Months⁽²⁾⁽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

~~(1)~~

~~In connection with his promotion in April 2021, Mr. Bunn’s Severance Agreement was amended to be consistent with those of~~

(1)

Messrs. ~~Parker~~Grant and ~~Hogan.~~

~~(2)~~

~~Mr.~~ Hough isand Ms. Doster are eligible for 9 months guaranteed salary continuation, plus an additional 9 months of salary continuation so long as ~~he has~~they have not secured employment consistent with ~~his~~their professional experience and/or skillset and paying an annualized base salary at least equal to ~~his~~their annualized base salary at the time of termination.

~~Table of Contents~~

If a qualifying severance event occurred on December 31, ~~2020, Messrs. Parker, Bunn, Hogan, Tweed, and Hough~~2022, our Named Executive Officers would be entitled to the following aggregate payments:

Named Executive Officer		Aggregate Payments
David R. Parker		~~$1,647,702~~ $2,329,938
M. Paul Bunn		$1,244,597
Tripp Grant		$676,191
Joey B. Hogan		~~$1,243,354~~ $1,664,215
~~M. Paul Bunn~~ Samuel F. Hough		~~$596,953~~ $768,954
~~Samuel F. Hough~~ Lynn Doster		~~$604,931~~ $715,494
~~John A. Tweed~~		~~$1,243,354~~

As of December 31, ~~2021,~~2022, 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 ~~Mr. Hough),~~Messrs. Grant and Hough and Ms. Doster) the Severance Agreements provide for the following benefits:

Named Executive

Officer

Lump Sum Severance

Payment (as a % of

Annualized Base Salary)

Management Incentive

Cash Bonus

COBRA

Reimbursement

Messrs. Parker, Hogan, and ~~Tweed~~Bunn

300%

Target cash bonus for the year of termination

36 Months

Messrs. ~~Bunn~~⁽¹⁾Grant and Hough

and Ms. Doster

200%

Target cash bonus for the year of termination

24 Months

~~(1)~~

~~In connection with his promotion in April 2021, Mr. Bunn’s Severance Agreement was amended to be consistent with those of Messrs. Parker, Hogan, and Tweed.~~

If a qualifying change in control event together with a qualifying termination occurred on December 31, ~~2020, Messrs. Parker, Bunn, Hogan, Tweed, and Hough~~2022, our Named Executive Officers would be entitled to the following aggregate payments:

Named Executive Officer		Aggregate Payments
David R. Parker		~~$2,336,553~~ $3,111,719
M. Paul Bunn		$1,688,390
Tripp Grant		$840,586
Joey B. Hogan		~~$1,765,031~~ $2,226,880
~~M. Paul Bunn~~ Samuel F. Hough		~~$769,938~~ $963,118
~~Samuel F. Hough~~ Lynn Doster		~~$782,170~~ $897,340
~~John A. Tweed~~		~~$1,765,031~~

Additionally, in connection with the Severance Agreements, the Board reviewed restrictive covenant obligations applicable to Mr. Tweed in connection with our purchase of Landair, and approved conforming the scope of such restrictive covenants to be consistent with the Severance Agreements.

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 Second Amendment to the Incentive Plan requires that equity awards granted after the effectiveness of the 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.

~~Table of Contents~~

The estimated value of restricted stock and options that would have vested for our Named Executive Officers as of December 31, ~~2020~~2022 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 ~~31, 2020~~30, 2022, the last trading day of fiscal year 2022 ($~~14.81)~~34.57), by the number of shares of accelerated restricted stock. ~~As of December 31, 2020,~~The value for the ~~stock~~accelerated options ~~that would have vested under~~was calculated by subtracting the ~~acceleration scenarios described above were out~~exercise price of the ~~money,~~accelerated options from the closing market price of our stock on December 30, 2022 ($34.57) and ~~therefore are not included in~~multiplying that amount by the ~~table below.~~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.

~~Named Executive Officer~~		~~Value of Accelerated Equity~~
~~David R. Parker~~		~~$1,497,780~~
~~Joey B. Hogan~~		~~$1,235,480~~
~~M. Paul Bunn~~		~~$442,449~~
~~Samuel F. Hough~~		~~$542,920~~
~~John A. Tweed~~		~~$2,263,664~~
~~Richard B. Cribbs~~		-

Named Executive Officer	Value of Accelerated Restricted Stock	Value of Accelerated Options
David Parker	$2,309,829	$5,332,000
M. Paul Bunn	$1,733,651	$3,208,561
Tripp Grant	$409,136	$508,408
Joey B. Hogan	$3,653,358	—
Samuel F. Hough	$1,037,169	$847,354
Lynn Doster	$447,267	$847,354

Consideration of Say-on-Pay Vote Results

The Company currently provides its stockholders with an annual advisory vote to approve our executive compensation, commonly referred to as a “say-on-pay” resolution, pursuant to Section 14A of the Exchange Act. At the Company’s ~~2020~~2022 Annual Meeting of Stockholders, our stockholders approved our executive compensation, with approximately ~~98.5%~~82.0% of the votes cast on the say-on-pay resolution voted in favor of the resolution. The Compensation Committee believes the voting results affirmed our stockholders’ support of the Company’s executive compensation program and policies. The Compensation Committee will continue to consider the results of the Company’s advisory votes on executive compensation when making future compensation decisions for our Named Executive Officers.

~~Table of Contents~~

Summary Compensation Table

The following table sets forth information concerning the total compensation of each of our Named Executive Officers for ~~the year 2020 awarded to, earned by, or paid to those persons who were, at December 31, 2020, (i) our CEO, (ii) our CFO, (iii) our former CFO who was no longer employed at December 31, 2020,~~2022, 2021, and ~~(iv) our three other most highly compensated executive officers with total compensation exceeding $100,000 for the year ended December 31,~~ 2020.

Name and
Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards⁽²⁾
($)
Option Awards
($)⁽³⁾
Non-Equity
Incentive Plan
Compensation ($)⁽⁴⁾
All Other
Compensation⁽⁵⁾
($)
Total
($)
David R. Parker,
CEO and Chairman of the Board
2020 626,970 - - - 337,500 106,495 1,070,965
2019 675,002 - 224,230 - - 54,310 953,542
2018 641,850 - 311,758 - 945,000 69,477 1,968,085
Joey B. Hogan,
President and PFO⁽¹⁾
2020 441,831 - - - 250,000 24,093 715,924
2019 475,010 - 180,624 - - 23,697 679.331
2018 448,735 - 276,487 - 617,500 23,675 1,366,397
M. Paul Bunn
Senior EVP and COO⁽¹⁾
2020 294,996 - 133,400 1,309,342 97,500 19,172 1,854,410
Samuel F. Hough, EVP - Expedited Operations⁽¹⁾
2020 321,280 - - 436,448 91,520 20,894 870,142
2019 328,600 - 84,710 - - 25,198 438,508
John A. Tweed,
Advisor to the CEO⁽¹⁾
2020 397,697 - 1,334,000 - 250,000 109,376 2,091,073
2019 348,118 - 99,653 - 203,500 20,668 671,939
2018 162,665 - 349,088 - 324,730 4,500 840,983
Richard B. Cribbs,
Former SVP of Strategy & Investor Relations, Treasurer⁽¹⁾
2020 242,231 - - - - 592,169 834,400
2019 314,388 - 97,165 - - 22,173 433,762
2018 291,425 40,000 98,800 - 310,000 22,461 762,686

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,	2022	743,070	-	-	-	1,293,260	80,479	2,116,809
CEO and Chairman	2021	717,168	-	-	3,939,000	1,087,509	90,256	5,833,933
of the Board	2020	626,970	-	-	-	337,500	106,495	1,070,965
M. Paul Bunn,	2022	412,471	-	399,991⁽³⁾	-	602,458	25,774	1,440,694
President and	2021	382,116	-	354,007	492,375	476,806	11,543	1,716,847
COO⁽¹⁾	2020	294,996	-	133,400	1,309,342	97,500	19,172	1,854,410
Tripp Grant,	2022	274,129	-	93,740⁽³⁾	-	308,824	14,204	690,897
EVP and CFO⁽¹⁾	2021	208,682	-	-	-	153,244	6,673	368,599
Joey B. Hogan,	2022	529,330	-	-	-	909,370	39,520	1,478,220
EVP⁽¹⁾	2021	511,535	-	3,186,000	-	764,697	13,407	4,475,639
	2020	441,831	-	-	-	250,000	24,093	715,924
Samuel F. Hough,	2022	360,509	-	112,511⁽³⁾	-	314,654	24,082	811,756
EVP - Expedited	2021	349,284	-	96,427	-	355,160	13,194	814,065
Operations	2020	321,280	-	-	436,448	91,520	20,894	870,142
Lynn Doster,	2022	309,721	50,000⁽²⁾	112,511⁽³⁾	-	286,802	15,041	774,075
EVP - Dedicated and	2021	297,075	-	-	-	135,190	4,895	437,160
Warehousing Operations⁽¹⁾

~~(1)~~	(1)	Between January 1, ~~2020~~2022 and ~~April 23, 2020,~~December 31, 2022, Mr. Bunn served as our Senior EVP, COO, and Secretary and Mr. Hogan served as our ~~President and COO,~~President. Mr. ~~Bunn~~Hogan also served as our ~~EVP, Chief Accounting Officer~~PFO between January 1, 2022 and ~~Treasurer,~~May 17, 2022. Between January 1, 2022 and May 17, 2022, Mr. ~~Hough~~Grant served as our ~~EVP~~Chief Accounting Officer. Between January 1, 2022 and COO of CTI, Mr. Tweed served as the EVP and COO of Landair, and Mr. Cribbs served as our EVP and CFO. Between April 24, 2020 and April 6, 2021, Mr. Hogan served as our Co-President and CAO, Mr. Bunn served as our EVP, CFO, and Secretary, and Mr. Tweed served as our Co-President and COO. Between April 24, 2020 and SeptemberOctober 23, ~~2020, Mr. Hough~~2022, Ms. Doster served as our EVP - ~~Highway Services.~~ Dedicated Operations.
~~(2)~~	(2)	Represents a special cash bonus of $50,000 in recognition of Ms. Doster’s promotion to EVP – Dedicated Operations in the prior year, as well as Dedicated’s ongoing performance, approved by the Compensation Committee on February 16, 2022;
	(3)	Under the AAT Bonus Program, on May 17, 2022, Mr. Bunn received 18,042 shares of restricted stock. For ~~2020,~~Mr. Bunn, the dollar amount represents the grant date fair value of the shares of restricted stock ~~computed~~received under the AAT Bonus Program, using the closing price of our Class A common stock on the grant date. Under the May 2022 Restricted Stock Grants, on May 31, 2022, Messrs. Grant and Hough and Ms. Doster received the following shares of time-based restricted stock: Mr. Grant 2,756 shares, Mr. Hough 3,308, and Ms. Doster 3,308 shares. For Messrs. Grant and Hough and Ms. Doster, the dollar amount represents the grant date fair value of the time-based restricted stock received under the May 2022 Restricted Stock Grants, using the closing price of our Class A Common Stock on the grant date. Under the May 2022 Restricted Stock Grants, on May 31, 2022, Messrs. Grant and Hough and Ms. Doster received the following shares of performance-based restricted stock subject to vesting based on achievement of the Restricted Stock EPS Goal: Mr. Grant 1,379 shares, Mr. Hough 1,655 and Ms. Doster 1,655 shares. For such shares of performance-based restricted stock, the dollar amount represents the grant date fair value using the closing price of our Class A common stock on the grant date. Under the May 2022 Restricted Stock Grants, on May 31, 2022, Messrs. Grant and Hough and Ms. Doster received the following shares of performance-based restricted stock subject to vesting based on achievement of the Restricted Stock Revenue Goal: Mr. Grant 1,379 shares, Mr. Hough 1,654 and Ms. Doster 1,654 shares. The grant date fair value of such shares of performance-based restricted stock calculated in accordance with FASB ASC Topic 718 was zero, because the Restricted Stock Revenue Goal was not probable of being achieved as ~~set forth in the “Grants~~ of ~~Plan-Based Awards Table” below.~~
~~(3)~~	~~For 2020, represents~~ the grant date. The grant date ~~fair~~ value of ~~options to purchase~~such shares of performance-based restricted stock received by Messrs. Grant and Hough and Ms. Doster, assuming the highest level of performance is achieved and as calculated using the closing price of our Class A common stock ~~computed in accordance~~on the grant date ($22.67), is $31,262 for Mr. Grant, $37,469 for Mr. Hough, and $37,469 for Ms. Doster. For additional information on the valuation assumptions with ~~FASB ASC Topic 718,~~respect to the grants, refer to Note 4, Stock-Based Compensation, of our consolidated financial statements as ~~set forth~~provided in the ~~“Grants of Plan-Based Awards Table” below.~~ Form 10-K for the year ended December 31, 2022, as filed with the SEC.
~~(4)~~	(4)	For ~~2020,~~2022, represents the cash payouts under the ~~2020 Cash~~2022 Senior Executive Bonus Program. See Executive Compensation – Compensation Discussion and Analysis for additional detail with respect to ~~the 2020~~2022 Senior Executive Bonus Program.
~~(5)~~	(5)	See the All Other CompensationTable for additional information.

~~Table of Contents~~

All Other Compensation Table

The following table describes each component of the "All Other Compensation" column in the Summary Compensation Table.

Name Year
Perquisites and Other Personal
Benefits
($)
Total
($)
David R. Parker
2020
106,495⁽¹⁾
106,495
Joey B. Hogan
2020
24,093⁽²⁾
24,093
M. Paul Bunn
2020
19,172⁽²⁾
19,172
Samuel F. Hough
2020
20,894⁽²⁾
20,894
John A. Tweed
2020
109,376⁽³⁾
109,376
Richard B. Cribbs
2020
592,169⁽⁴⁾
592,169

Name	Year	Perquisites and Other Personal Benefits ($)	Dividends ($)⁽³⁾	Company Matching Contributions Under Deferred Compensation Plan ($)⁽⁴⁾	Total ($)
David R. Parker	2022	61,436⁽¹⁾	19,043	-	80,479
M. Paul Bunn	2022	15,258⁽²⁾	2,975	7,541	25,774
Tripp Grant	2022	8,661⁽²⁾	-	5,543	14,204
Joey B. Hogan	2022	13,976⁽²⁾	15,869	9,675	39,520
Samuel F. Hough	2022	10,722⁽²⁾	6,665	6,695	24,082
Lynn Doster	2022	9,006⁽²⁾	-	6,035	15,041

~~(1)~~	(1)	During ~~2020,~~2022, we provided Mr. Parker with certain other benefits in addition to his salary, including ~~$55,742~~$39,195 value related to personal use of a private aircraft, ~~a $34,892 cash vehicle allowance,~~ use of our corporate travel agency to arrange personal travel, use of our administrative personnel for personal services, certain club fees and dues, and Company contribution to his 401(k) account.
~~(2)~~	(2)	During ~~2020,~~2022, we provided each of Messrs. Hogan, Bunn, Hough, and ~~Hough~~Grant, and Ms. Doster with certain other benefits in addition to ~~his~~his/her base salary, ~~including a cash vehicle allowance,~~ use of our corporate travel agency to arrange personal travel, and Company contributions to his or her 401(k). None of the personal benefits provided to the Named Executive Officer exceeded the greater of $25,000 or 10% of the total amount of the personal benefits hehe/she received during ~~2020.~~ 2022.
~~(3)~~	~~During 2020, we provided Mr. Tweed with certain other benefits~~ (3)	Represents payment of dividends on unvested restricted stock awards that were granted prior to the adoption of the First Amendment to the Incentive Plan in ~~addition~~May 2019. The payment of dividends was not factored into the grant date fair value required to his salary, including a $75,000 cash housing allowance, $55,742 value related to personal use of a private aircraft, a cash vehicle allowance, use of our corporate travel agency to arrange personal travel, use of our administrative personnelbe reported for ~~personal services, certain club fees and dues, and Company contribution to his 401(k) account.~~ such restricted stock awards in the Summary Compensation Table.
~~(4)~~	~~During 2020, we provided Mr. Cribbs with certain benefits in addition to his salary, including a cash vehicle allowance, use of our corporate travel agency to arrange personal travel, and~~ (4)	Represents Company matching contributions ~~to his 401(k), none of which exceeded~~under the ~~greater of $25,000 or 10%~~Deferred Compensation Plan. The material terms of the ~~total amount of the personal benefits he received during 2020. This amount also includes the following amounts payable~~Deferred Compensation Plan are discussed in more detail under the ~~Mr. Cribb’s Separation Agreement: (i) $425,500~~heading “Other Compensation” in ~~salary continuation payments (of which, $103,077 was paid in 2020), (ii) $144,000 in additional severance payments (of which, $88,615 was paid in 2020),~~the Compensation Discussion and ~~(iii) $6,322 in COBRA continuation payments paid by the Company during 2020.~~Analysis.

Narrative to the Summary Compensation Table

See Executive Compensation – Compensation Discussion and Analysis for a complete description of our compensation plans pursuant to which the amounts listed under the Summary Compensation Table were paid or awarded and the criteria for such award or payment.

~~Table of Contents~~

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 ~~2020.~~

Name Grant Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards⁽⁴⁾
Estimated Future Payouts Under Equity Incentive
Plan Awards
All Other Stock Awards: Number of Shares of Stock or Units
(#)
Exercise or Base Price of Option Awards ($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
David R. Parker - 202,500 270,000 337,500 - - - - - -
Joey B. Hogan - 150,000 200,000 250,000 - - - - - -
M. Paul Bunn
06/05/20 ⁽¹⁾
- - - - 5,000 - 5,000 - 133,400
11/11/20 ⁽²⁾
- - - - 45,072 - - 15.77 220,853
11/11/20 ⁽³⁾
- - - 45,072 90,144 135,216 - 15.77 1,088,489
- 58,500 78,000 97,500 - - - - - -
Samuel F. Hough
11/11/20 ⁽²⁾
- - - - 15,024 - - 15.77 73,618
11/11/20 ⁽³⁾
- - - 15,024 30,048 45,072 - 15.77 362,830
- 54,912 73,216 91,520 - - - - - -
John A. Tweed
06/05/20 ⁽¹⁾
- - - - 50,000 - 50,000 - 1,334,000
- 150,000 200,000 250,000 - - - - - -
Richard B. Cribbs - 43,875 58,500 73,125 - - - - - -

2022.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards⁽⁶⁾ ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
David R. Parker	-⁽¹⁾	47,899	766,376	1,341,158	-	-	-	-	-
	-⁽²⁾	83,333	166,666	250,000	-	-	-	-	-
M. Paul Bunn	05/17/22	-	-	-	6,014⁽³⁾	12,028⁽³⁾	18,042⁽³⁾	-	399,991
	-⁽¹⁾	22,313	357,012	624,771	-	-	-	-	-
Tripp Grant	05/31/22	-	-	-	1,379⁽⁴⁾	2,758⁽⁴⁾	2,758⁽⁴⁾	2,756⁽⁵⁾	93,740
	-⁽¹⁾	11,438	183,007	320,262	-	-	-	-	-
	-⁽²⁾	25,000	50,000	100,000	-	-	-	-	-
Joey B. Hogan	-⁽¹⁾	33,680	538,886	943,051	-	-	-	-	-
	-⁽²⁾	83,333	166,666	250,000	-	-	-	-	-
Samuel F. Hough	05/31/22⁽⁴⁾	-	-	-	1,654⁽⁴⁾	3,309⁽⁴⁾	3,309⁽⁴⁾	3,308⁽⁵⁾	112,511
	-⁽¹⁾	11,654	186,462	326,308	-	-	-	-	-
	-⁽²⁾	25,000	50,000	100,000	-	-	-	-	-
Lynn Doster	05/31/22⁽⁴⁾	-	-	-	1,654⁽⁴⁾	3,309⁽⁴⁾	3,309⁽⁴⁾	3,308⁽⁵⁾	112,511
	-⁽¹⁾	10,622	169,957	297,424	-	-	-	-	-

~~(1)~~	(1)	Represents potential cash payouts under the 2022 Senior Executive Bonus Program. The material terms of the 2022 Senior Executive Bonus Program, along with the payouts under the 2022 Senior Executive Bonus Program, are discussed in more detail under the heading “2022 Senior Executive Bonus Program” in the Compensation Discussion and Analysis.
	(2)	Represents potential cash payouts under the AAT Bonus Program. 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.
	(3)	Represents the ~~June 2020~~restricted stock received under the AAT Bonus Program that will be earned upon the achievement of the EBITDA Goals. 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.
	(4)	Represents the performance-based restricted stock received under the May 2022 Restricted Stock Grants, that will vest upon the achievement of the Restricted Stock Goals. The material terms of the May 2022 Restricted Stock Grants are discussed in more detail under the heading “May 2022 Restricted Stock Grants” in the Compensation Discussion and Analysis.
	(5)	Represents the time-based restricted stock received under the May 2022 Restricted Stock Grants. Subject to the terms of the award notice, 50% of ~~which were performance-based~~the time-based restricted stock will vest on December 31, 2023 and 50% ~~were time-based. The FASB ASC Topic 718~~of the time-based restricted stock will vest on December 31, 2024.
	(6)	Under the AAT Bonus Program, on May 17, 2022, Mr. Bunn received 18,042 shares of restricted stock. For Mr. Bunn, the dollar amount represents the grant date fair value of the shares of restricted stock received under the AAT Bonus Program, using the closing price of our Class A common stock on the grant date. Under the May 2022 Restricted Stock Grants, on May 31, 2022, Messrs. Grant and Hough and Ms. Doster received the following shares of time-based restricted stock: Mr. Grant 2,756 shares, Mr. Hough 3,308, and Ms. Doster 3,308 shares. For Messrs. Grant and Hough and Ms. Doster, the dollar amount represents the grant date fair value of the time-based restricted stock received under the May 2022 Restricted Stock Grants, using the closing price of our Class A Common Stock on the grant date. Under the May 2022 Restricted Stock Grants, on May 31, 2022, Messrs. Grant and Hough and Ms. Doster received the following shares of performance-based restricted stock subject to vesting based on achievement of the Restricted Stock EPS Goal: Mr. Grant 1,379 shares, Mr. Hough 1,655 and ~~time-based~~Ms. Doster 1,655 shares. For such shares of performance-based restricted stock, the dollar amount represents the grant date fair value using the closing price of our Class A common stock on the grant date. Under the May 2022 Restricted Stock Grants, on May 31, 2022, Messrs. Grant and Hough and Ms. Doster received the following shares of performance-based restricted stock subject to vesting based on achievement of the Restricted Stock Revenue Goal: Mr. Grant 1,379 shares, Mr. Hough 1,654 and Ms. Doster 1,654 shares. The grant date fair value of such shares of performance-based restricted stock calculated in accordance with FASB ASC Topic 718 was zero, because the Restricted Stock Revenue Goal was not probable of being achieved as of the grant date. The grant date value of such shares of performance-based restricted stock received by Messrs. Grant and Hough and Ms. Doster, assuming the highest level of performance is achieved and as calculated using the closing price of our Class A common stock on the grant date ($~~13.34). The material terms of the June 2020 Restricted Stock Grants are discussed in more detail under the heading “June 2020 Restricted Stock Grants” in the~~ ~~Compensation Discussion~~22.67), is $31,262 for Mr. Grant, $37,469 for Mr. Hough, and ~~Analysis~~.
~~(2)~~	Represents the Market Condition Options. The FASB ASC Topic 718 grant date fair value of the Market Condition Options of $4.90 per share was calculated using a Monte Carlo simulation, which considered the likelihood of achieving the vesting condition, with the following assumptions: risk-free interest rate of 0.66%, expected life of 6.5 years, expected volatility of 52.9%, and dividend yield of 0%. The material terms of the Market Condition Options are discussed in more detail under the heading “November 2020 Option Grants” in the ~~Compensation Discussion and Analysis~~. $37,469 for Ms. Doster. For additional information on the valuation assumptions with respect to the grants, refer to Note 4, Stock-Based Compensation, of our consolidated financial statements as provided in ~~our~~the Form 10-K for the year ended December 31, ~~2020.~~
~~(3)~~	~~Represents the Performance Condition Options. The FASB ASC Topic 718 grant date fair value of the Performance Condition Options of $8.05 per share was calculated using the Black-Scholes model,~~2022, as filed with the following assumptions: risk-free interest rate of 0.66%, expected life of 6.5 years, expected volatility of 52.9%, and dividend yield of 0%. The FASB ASC Topic 718 grant date fair value of the Performance Condition Options reported in this table assumes achievement at maximum. The material terms of the Performance Condition Options are discussed in more detail under the heading “November 2020 Option Grants” in the ~~Compensation Discussion and Analysis~~. For additional information on the valuation assumptions with respect to the grants, refer to Note 4, Stock-Based Compensation, of our consolidated financial statements as provided in our Form 10-K for the year ended December 31, 2020. SEC.
~~(4)~~	These columns represent potential payouts under the 2020 Bonus Program. The material terms of the 2020 Bonus Program, along with the payouts under the 2020 Bonus Program, are discussed in more detail under the heading “2020 Bonus Program” in the ~~Compensation Discussion and Analysis. Mr. Cribbs resigned on September 15, 2020, therefore he did not receive any payout under the 2020 Bonus Plan.~~

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.

~~Table of Contents~~

~~Stock Vested Table~~

~~The following table sets forth certain information concerning the values realized upon vesting of restricted stock during 2020.~~

2020 STOCK VESTED TABLE
Name
Number of Shares Acquired on Vesting
(#)
Value Realized on Vesting⁽¹⁾
($)
David R. Parker
9,071 134,342
Joey B. Hogan
7,558 111,934
M. Paul Bunn
2,268 33,589
Samuel F. Hough
4,234 62,706
John A. Tweed
3,750 52,313
Richard B. Cribbs
- -

~~(1)~~

Determined by multiplying the number of shares acquired upon vesting on July 3, 2020 by $13.95 (the closing price on July 2, 2020, the next preceding trading day) and December 31, 2020 by $14.81 (the closing price on December 31, 2020). In accordance with SEC rules, the 2019 Performance Shares will be included in the Stock Vested Table for the year ended December 31, 2021, as the shares did not vest until the Compensation Committee certified achievement in March 2021.

~~Table of Contents~~

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, ~~2020.~~2022. 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.

		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 ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested⁽⁹⁾ ($)	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⁽⁹⁾ ($)
David R. Parker	07/14/17	-	-	-	-	66,816⁽⁴⁾	2,309,829
	04/06/21	-	100,000⁽²⁾	21.24	04/06/31	-	-	-	-
	04/06/21	-	300,000⁽³⁾	21.24	04/06/31	-	-	-	-
M. Paul Bunn	07/14/17	-	-	-	-	10,440⁽⁴⁾	360,911
	06/05/20	-	-	-	-	5,000⁽⁵⁾	172,850	-	-
	11/11/20	45,072⁽¹⁾	-	15.77	11/11/30	-	-	-	-
	11/11/20	-	135,216⁽³⁾	15.77	11/11/30	-	-	-	-
	04/06/21	-	12,500⁽²⁾	21.24	04/06/31	-	-	-	-
	04/06/21	-	37,500⁽³⁾	21.24	04/06/31	-	-	-	-
	04/06/21	-	-	-	-	16,667⁽⁶⁾	576,178	-	-
	05/17/22	-	-	-	-	-	-	18,042⁽¹⁰⁾	623,712
Tripp Grant	09/19/19	-	-	-	-	6,321⁽⁴⁾	218,517
	11/11/20	9,015⁽¹⁾	-	15.77	11/11/30	-	-	-	-
	11/11/20	-	27,043⁽³⁾	15.77	11/11/30	-	-	-	-
	05/31/22	-	-	-	-	2,756⁽⁷⁾	95,275	2,758⁽¹¹⁾	95,344
Joey B. Hogan	07/14/17	-	-	-	-	55,680⁽⁴⁾	1,924,858
	04/06/21	-	-	-	-	50,000⁽⁸⁾	1,728,500	-	-
Samuel F. Hough	07/14/17	-	-	-	-	23,385⁽⁴⁾	808,419
	11/11/20	15,024⁽¹⁾	-	15.77	11/11/30	-	-	-	-
	11/11/20	-	45,072⁽³⁾	15.77	11/11/30	-	-	-	-
	05/31/22	-	-	-	-	3,308⁽⁷⁾	114,358	3,309⁽¹¹⁾	114,392
Lynn Doster	09/19/19	-	-	-	-	6,321⁽⁴⁾	218,517
	11/11/20	15,024⁽¹⁾	-	15.77	11/11/30	-	-	-	-
	11/11/20	-	45,072⁽³⁾	15.77	11/11/30	-	-	-	-
	05/31/22	-	-	-	-	3,308⁽⁷⁾	114,358	3,309⁽¹¹⁾	114,392

	~~Stock Options~~ (1)	~~Stock Awards~~
~~Name~~	~~Grant Date~~	~~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~~	~~07/14/17~~	-	-	-	-	-	~~66,816~~⁽⁹⁾	~~989,545~~
	~~05/15/18~~	-	-	-	~~3,495~~⁽³⁾	~~51,761~~	-	-
	~~07/08/19~~	-	-	-	~~15,411~~⁽⁴⁾	~~228,237~~	-	-
	~~07/08/19~~	-	-	-	~~15,411~~⁽⁵⁾	~~228,237~~	-	-
~~Joey B. Hogan~~	~~07/14/17~~	-	-	-	-	-	~~55,680~~⁽⁹⁾	~~824,621~~
	~~05/15/18~~	-	-	-	~~2,913~~⁽³⁾	~~43,142~~	-	-
	~~07/08/19~~	-	-	-	~~12,414~~⁽⁴⁾	~~183,851~~	-	-
	~~07/08/19~~	-	-	-	~~12,415~~⁽⁵⁾	~~183,866~~	-	-
~~M. Paul Bunn~~	~~07/14/17~~	-	-	-	-	-	~~10,440~~⁽⁹⁾	~~154,616~~
	~~05/15/18~~	-	-	-	~~873~~⁽³⁾	~~12,929~~	-	-
	~~07/08/19~~	-	-	-	~~4,281~~⁽⁴⁾	~~63,402~~	-	-
	~~07/08/19~~	-	-	-	~~4,281~~⁽⁵⁾	~~63,402~~	-	-
	~~06/05/20~~	-	-	-	~~10,000~~⁽⁶⁾	~~148,100~~	-	-
	~~11/11/20~~	~~45,072~~⁽¹⁾	~~15.77~~	~~11/11/30~~	-	-	-	-
	~~11/11/20~~	~~135,216~~⁽²⁾	~~15.77~~	~~11/11/30~~	-	-	-	-
~~Samuel F. Hough~~	~~07/14/17~~	-	-	-	-	-	~~23,385~~⁽⁹⁾	~~346,332~~
	~~05/15/18~~	-	-	-	~~1,630~~⁽³⁾	~~24,140~~	-	-
	~~07/08/19~~	-	-	-	~~5,822~~⁽⁴⁾	~~86,224~~	-	-
	~~07/08/19~~	-	-	-	~~5,822~~⁽⁵⁾	~~86,224~~	-	-
	~~11/11/20~~	~~15,024~~⁽¹⁾	~~15.77~~	~~11/11/30~~	-	-	-	-
	~~11/11/20~~	~~45,072~~⁽²⁾	~~15.77~~	~~11/11/30~~	-	-	-	-
~~John A. Tweed~~	~~07/03/18~~	-	-	-	~~3,750~~⁽⁷⁾	~~55,538~~	-	-
	~~07/08/19~~	-	-	-	~~6,849~~⁽⁴⁾	~~101,434~~	-	-
	~~07/08/19~~	-	-	-	~~6,850~~⁽⁵⁾	~~101,449~~	-	-
	~~09/19/19~~	-	-	-	-	-	~~35,398~~⁽⁹⁾	~~524,244~~
	~~06/05/20~~	-	-	-	~~100,000~~⁽⁶⁾	~~1,481,000~~	-	-
~~Richard B. Cribbs~~⁽¹⁰⁾	-	-	-	-	-	-	-	-

~~(1)~~

Represents the Market Condition ~~Options.~~Options which vested on August 22, 2022. The material terms of the Market Condition Options are discussed in more detail under the heading ~~“November 2020 Option Grants”~~“Market Condition Options” in the Compensation Discussion and ~~Analysis~~.

Analysis.

~~(2)~~

~~Represents~~

(2)

The options vested on January 7, 2023, after the ~~Performance Condition Options. The material terms~~closing price of the ~~Performance Condition Options~~Company’s Class A common stock exceeded $30.00 for at least 90 consecutive calendar days. The options are ~~discussed~~included in ~~more detail under the heading “November 2020 Option Grants” in the~~ ~~Compensation Discussion and Analysis~~.

this column because as of December 31, 2022, they were unearned.

~~(3)~~

(3)

Subject to the terms of the award notice, the ~~restricted shares~~options will vest ~~automatically~~as follows: (i) one-third if the Company achieves at least $900 million of freight revenue for the year ended December 31, 2023, (ii) one-third if the Company achieves a cumulative three-year Adjusted EPS, of $4.00 per share for the three-year period ended December 31, 2023, provided that the Adjusted EPS for the year ended December 31, 2023 cannot be less than $1.00 per share; and (iii) one-third if the Company achieves a cumulative three-year Adjusted EPS of $4.75 per share for the three-year period ended December 31, 2023.

	(4)	Represents restricted stock under the Special Restricted Stock Grants, 50% of which vested on February 28, 2023 and 50% of which will vest on December 31, ~~2021.~~
~~(4)~~	~~Subject~~2023, subject to the recipient’s continued employment through such date. The material terms of the ~~award notice, approximately 50% of the restricted shares will vest automatically on each of December 31, 2021 and December 31, 2022.~~
~~(5)~~	Represents the 2019 Performance Shares, which vested in March 2021 after the Compensation Committee determined performance relative to a consolidated adjusted EPS for fiscal 2020. The 2019 Performance SharesSpecial Restricted Stock Grants are discussed in more detail under the heading ~~“Restricted~~“Special Restricted Stock ~~Results Based on 2020 Performance”~~Grants” in the Compensation Discussion and ~~Analysis~~. Analysis.
~~(6)~~	~~Represents the June 2020 Restricted Stock Grants. 50% of the~~ (5)	The shares will vest on December 31, 2023, subject to continuous employment through December 31, 2023, provided that if Mr. Bunn ~~or Mr. Tweed~~ is terminated for any reason other than Cause (as defined in ~~their respective~~his Severance Agreement) after July 1, 2021, but before December 31, 2023, then 50% of his shares will vest on the date of such termination. The other 50% will vest on June 5, 2021, subject to continuous employment through the vesting date, as the Restricted Stock Performance Goal was achieved on August 5, 2020. The material terms of the June 2020 Restricted Stock Grants are discussed in more detail under the heading “June 2020 Restricted Stock Grants” in the ~~Compensation Discussion and Analysis~~.

~~Table of Contents~~

~~(7)~~	(6)	Subject to the terms of the award notice, the restricted shares will vest automatically on ~~July 3, 2021.~~ January 1, 2025.
~~(8)~~	(7)	Represents the time-based restricted stock received under the May 2022 Restricted Stock Grants. Subject to the terms of the award notice, 50% of the time-based restricted stock will vest on December 31, 2023 and 50% of the time-based restricted stock will vest on December 31, 2024. The material terms of the May 2022 Restricted Stock Grants are discussed in more detail under the heading “May 2022 Restricted Stock Grants” in the Compensation Discussion and Analysis.
	(8)	Subject to the terms of the award notice, the restricted shares will vest automatically on December 31, 2023.
	(9)	The market value was calculated by multiplying the closing market price of our stock on December ~~31, 2020,~~30, 2022 (the last trading day of fiscal year 2022), which was ~~$14.81,~~$34.57, by the number of restricted shares that have not vested.
~~(9)~~	~~Subject to~~ (10)	Represents the restricted stock received under the AAT Bonus Program that will be earned upon the achievement of the EBITDA Goals. The material terms of the ~~award notice, all~~AAT Bonus Program are discussed in more detail under the heading “AAT Bonus Program” in the Compensation Discussion and Analysis.
	(11)	Represents the performance-based restricted stock received under the May 2022 Restricted Stock Grants that will vest upon the achievement of the restricted shares are eligible for vesting upon achieving two consecutive fiscal years during fiscal 2018 (or fiscal 2020 for Mr. Tweed’s award) through fiscal 2022, inclusive, where (i) the Company’s consolidated annual freight revenue (defined as total revenue less fuel surcharge revenue) is at least $900 million and (ii) the Company’s consolidated net income margin is 4.0% or greater (the “Full Vesting Criteria”). Subject to theRestricted Stock Goals. The material terms of the ~~award notice, an incremental amount of shares is eligible for vesting upon achieving two consecutive fiscal years during fiscal 2018 (or fiscal 2020 for Mr. Tweed’s award) through fiscal~~May 2022 ~~inclusive, where~~Restricted Stock Grants are discussed in more detail under the ~~Company’s consolidated annual net income margin is 4.0% or greater (the “Incremental Vesting Criteria”). The incremental~~heading “May 2022 Restricted Stock Grants” in the Compensation Discussion and Analysis.

Options Exercised and Stock Vested Table

The following table sets forth certain information concerning the values realized upon vesting of restricted stock during 2022. No Named Executive Officer exercised options during 2022.

Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting⁽¹⁾ ($)
David R. Parker	7,705	266,362
M. Paul Bunn	2,140	73,980
Tripp Grant	2,356	69,927
Joey B. Hogan	106,207	2,888,576
Samuel F. Hough	8,295	221,450
Lynn Doster	856	29,592

(1)

Determined by multiplying the number of shares ~~eligible for~~acquired upon vesting ~~for~~on February 17, 2022 by $22.44 (the closing price on February 17, 2022), April 6, 2022 by $18.91 (the closing price on April 6, 2022), July 15, 2022 by $26.89 (the closing price on July 15, 2022), and December 31, 2022 by $34.57 (the closing price on December 30, 2022, the next preceding trading day).

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	18,097	7,541	(454)	-	25,184
Tripp Grant	20,694	5,543	(233)	-	26,004
Joey B. Hogan	77,398	9,675	341	-	87,414
Samuel F. Hough	26,781	6,695	(398)	-	33,078
Lynn Doster	16,092	6,035	420	-	22,547

	(1)	Represents contributions made by the Named Executive Officer to the Deferred Compensation Plan. The amount contributed by each ~~recipient~~Named Executive Officer is ~~as follows: 50,112 for Mr. Parker, 41,760 for Mr. Hogan, 6,264 for Mr. Bunn, 15,590 for Mr. Hough, and 26,549 for Mr. Tweed. If~~included in the ~~incremental number of shares vest, the remainder~~“Salary” column of the ~~shares underlying the grant will remain eligible for vesting upon achievement~~Summary Compensation Table. The material terms of the ~~Full Vesting Criteria. Upon~~Deferred Compensation Plan are discussed in more detail under the heading “Other Compensation” in the Compensation ~~Committee certifying that~~Discussion and Analysis.
	(2)	Represents Company matching contributions under the ~~Full Vesting Criteria or Incremental Vesting Criteria, as applicable, have been achieved, 50%~~Deferred Compensation Plan. The amount contributed by the Company is included in the “All Other Compensation” column of the ~~shares eligible for vesting will vest, subject~~Summary Compensation Table.
	(3)	Represents earnings on amounts contributed to the ~~recipient’s continued employment through~~Deferred Compensation Plan based on the ~~vesting date. The remaining 50%~~investment options chosen by the individual Named Executive Officer, none of ~~the shares eligible for vesting will vest on December 31 of the year in~~ which ~~the Compensation Committee’s certification occurs, subject to the recipient’s continued employment through such date.~~ represents an above-market return.
~~(10)~~	~~All of Mr. Cribbs’ unvested restricted stock awards were forfeited upon his resignation.~~

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 ~~2020,~~2022, our last completed fiscal year:

●

The median of the annual total compensation of all of our employees (other than our CEO) was ~~$48,090;~~$50,123; and

●

The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was ~~$1,070,965.~~$2,116,809.

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 ~~22.3~~42.2 to 1.

~~Our~~1.

To identify the median employee, we compared the base pay of our employees as reflected in our payroll records for 2022, which was ~~originally determined~~our measurement period. We selected the determination date and measurement period because they are recent periods for which employee census and compensation information are readily available. We annualized the compensation levels for permanent full-time and part-time employees that worked less than the full year.

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 ~~December 31, 2019. For 2020,~~determining the median employee.

Once we ~~used the same~~identified our 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.~~

~~We calculated our median~~calculate such employee’s annual total compensation for ~~2020~~2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in that employee’s annual total compensation of ~~$48,090.~~$50,123. 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 ~~as of December 31, 2020,~~student drivers averaged approximately 5%36% of our employees ~~were student drivers,~~for 2022, which had the effect of lowering our median employee compensation.

~~Table of Contents~~

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⁾ ($)
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

(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:

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 ($)
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

	(3)	The following non-PEO NEOs are included in the average figures shown:
		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

(4)

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 t he Covered FY ($)	Deduct Fair Value of Awards Forfeited During the Covered FY ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)
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

	(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.
	(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.
	(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, 2022, 2021, and 2020.
	(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.

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 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 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 2022, 2021, and 2020 is represented by the graph below:

Tabular Disclosure of the Most Important Measures to Link Compensation Actually Paid for 2022 to Company Performance

The following financial metrics were the most important measures used to link compensation actually paid for 2022 to Company Performance.

Adjusted Earnings Per Share

Dedicated Segment Operating Ratio

TMS and the Warehouse Segment’s Combined Freight Revenue

Director Compensation

The following table provides information concerning the ~~2020~~2022 compensation of our non-employee directors.

Name
Fees Earned or
Paid in Cash⁽¹⁾
($)
Stock
Awards⁽²⁾
($)
Total
($)
Robert E. Bosworth 68,781
74,998
143,779
D. Michael Kramer 25,500 74,998 100,498
Bradley A. Moline 52,188 74,998 127,185
Rachel Parker-Hatchett 21,250 74,998 96,248
Herbert J. Schmidt 46,500 74,998 121,498
W. Miller Welborn 55,469 74,998 130,467
William T. Alt⁽³⁾
28,906 - 28,906

Name	Fees Earned or Paid in Cash⁽¹⁾ ($)	Stock Awards ($)	Total ($)
Robert E. Bosworth	66,663	74,997 ⁽²⁾	141,660
Dr. Benjamin S. Carson, Sr.	64,852	74,997⁽²⁾	139,849
D. Michael Kramer	76,663	74,997⁽²⁾	151,660
Bradley A. Moline	62,706	74,997⁽²⁾	137,703
Rachel Parker-Hatchett	58,396	74,997⁽²⁾	133,393
Herbert J. Schmidt	67,175	74,997⁽²⁾	142,172
W. Miller Welborn	94,575	74,997 ⁽²⁾	169,572

~~(1)~~

(1)

This column represents the amount of cash compensation ~~earned and paid in 2020~~received for Board and committee service during 2022. 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.

~~(2)~~

~~This column represents the dollar amount recognized for financial statement reporting purposes with respect to 2020 for the~~

(2)

Each of our non-employee directors received 3,782 shares of Class A restricted stock on May 18, 2022. The grant date fair value of the restricted stock ~~awards granted to each director in 2020,~~was computed in accordance with FASB ASC Topic 718. ~~Directors who are not our employees received shares of our Class A common~~The restricted stock will vest on May 18, 2023, subject to acceleration for death, disability, retirement, and change-in-control (where the director’s service is terminated in connection with a market value on the grant date equivalent to approximately $75,000. Directors can only sell these shares if, after the sale, they maintain a minimum of $100,000 in value of our Class A common stock.

such change-in-control).

~~(3)~~

~~Mr. Alt retired from our Board effective as of our 2020 Annual Meeting of Stockholders, held on July 1, 2020. Mr. Alt did not receive a stock award in 2020.~~

Narrative to Director Compensation

For ~~2020,~~2022, directors who are not our employees or employees of one of our subsidiaries ~~received a $50,000~~were eligible to receive the following annual ~~retainer~~retainers and noannual committee fees:

Board Position	For Service Between January 1, 2022 and May 31, 2022	For Service Between June 1, 2022 and December 31, 2022
Non-Employee Director Annual Retainer	$50,000	$55,000
Additional Lead Independent Annual Cash Retainer	$20,000	$25,000
Chairperson of the Audit Committee	$15,000	$17,500
Member of the Audit Committee	$5,000	$7,500
Chairperson of the Compensation Committee	$10,000	$12,500
Member of the Compensation Committee	$5,000	$7,500
Chairperson of the Nominating Committee	$7,500	$10,000
Member of the Nominating Committee	$5,000	$7,500
Chairperson of the Risk Committee	$7,500	$7,500
Member of the Risk Committee	$5,000	$5,000

Directors did not receive meeting attendance fees. ~~An additional annual retainer of $15,000 was paid to our Lead Independent Director; $7,500 to committee Chairs; and $5,000 to committee members.~~ The cash and equity compensation isare pro-rated for partial year of service. ~~The annual retainers were reduced by 15% between April 6, 2020 and December 31, 2020, as part~~Directors who are our employees or employees of one of our ~~response to the COVID-19 pandemic.~~

subsidiaries do not receive compensation for board or committee service.

Directors who are not our employees or employees of one of our subsidiaries received a grant of Class A common stock equivalent to approximately $75,000 at the time of our Board's annual meeting. Directors can only sell these shares if, after the sale, they maintain a minimum ~~of $100,000~~five times the annual cash retainer in value of Class A common stock. ~~Effective with the 2021 Annual Meeting, the~~The annual equity retainer ~~will be~~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 ~~who~~ are ~~our employees or employees of one of our subsidiaries do not receive compensation for board or committee service.~~also eligible to participate in the Deferred Compensation Plan, with respect to cash compensation. During 2022, no Director elected to participate in the Deferred Compensation Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of the ~~most recent practicable date~~Record Date of March ~~30, 2021~~29, 2023 the number of shares and percentage of outstanding shares of our Class A and Class B common stock beneficially owned by:

●

each of our directors, director nominees, and Named Executive Officers;

●

all of our executive officers and directors as a group; and

●

each person known to us to beneficially own 5% or more of any class of our common stock.

~~Table of Contents~~

The percentages shown are based on 14,660,339 shares of Class A common stock (including 250,352 shares of restricted Class A common stock subject to certain performance vesting, time vesting, and holding provisions, which carry voting rights) and 2,350,000 shares of Class B common stock outstanding at the Record Date. In the "Percent of Class" column, references to "Total" mean the total number of shares of Class A and Class B common stock beneficially owned as of the Record Date. The shares of Class B common stock owned by Mr. and Mrs. Parker are convertible into the same number of shares of Class A common stock at any time and convert automatically if beneficially owned by anyone other than Mr. or Mrs. Parker or certain members of their family. The Class B common stock has two votes per share, but otherwise is substantially identical to the Class A common stock, which has one vote per share.

Title of Class	Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽²⁾	Percent of Class⁽³⁾
Class A & Class B common	David R. Parker & Jacqueline F. Parker	~~4,007,698~~ 4,054,851⁽³⁾⁽⁴⁾	~~11.3%~~ 15.6% of Class A 100% of Class B ~~23.6%~~ 30.6% of Total⁽⁴⁾⁽⁵⁾
Class A common	M. Paul Bunn	123,955⁽⁶⁾	1.1% of Class A 0.9% of Total
Class A common	Tripp Grant	16,777⁽⁷⁾	*
Class A common	Joey B. Hogan	~~217,872~~ 102,579⁽⁵⁾⁽⁸⁾	~~1.5%~~ *
Class A common	Samuel F. Hough	37,618⁽⁹⁾	*
Class A common	Lynn Doster	24,276⁽¹⁰⁾	*
Class A common	Robert E. Bosworth	72,035⁽¹¹⁾	*
Class A common	Dr. Benjamin S. Carson, Sr.	7,134⁽¹²⁾	*
Class A common	D. Michael Kramer	12,956⁽¹³⁾	*
Class A common	Bradley A. Moline	50,399⁽¹⁴⁾	*
Class A common	Rachel Parker-Hatchett	153,749⁽¹⁵⁾	1.4% of Class A ~~1.3%~~ 1.2% of Total
Class A common	~~M. Paul Bunn~~ Tracy Rosser	~~61,344~~ -⁽⁶⁾	*
Class A common	~~Samuel F. Hough~~ Herbert J. Schmidt	~~76,191~~ 28,541^(7)(16)	*
Class A common	~~John A. Tweed~~ W. Miller Welborn	~~191,043~~ 26,919^(8)(17)	~~1.3%~~ *
Class A common	BlackRock, Inc.	1,291,278⁽¹⁸⁾	12.0% of Class A ~~1.1%~~ 9.8% of Total
Class A common	~~Richard B. Cribbs~~	~~60,545~~⁽⁹⁾	*
~~Class A common~~	~~Robert E. Bosworth~~	~~107,034~~⁽¹⁰⁾	*
~~Class A common~~	~~D. Michael Kramer~~	~~5,815~~⁽¹¹⁾	*
~~Class A common~~	~~Bradley A. Moline~~	~~63,358~~⁽¹²⁾	*
~~Class A common~~	~~Rachel Parker-Hatchett~~	~~67,368~~⁽¹³⁾	*
~~Class A common~~	~~Herbert J. Schmidt~~	~~21,500~~⁽¹⁴⁾	*
~~Class A common~~	~~W. Miller Welborn~~	~~19,878~~⁽¹⁵⁾	*
~~Class A common~~	~~BlackRock, Inc.~~	~~1,356,307~~⁽¹⁶⁾	~~9.3% of Class A~~ ~~8.0% of Total~~
~~Class A common~~	Dimensional Fund Advisors LP	~~1,243,310~~ 953,427^(17)(19)	~~8.5%~~ 8.8% of Class A 7.3% of Total
Class A common	Gregory Willet, as Trust Protector and Investment Manager	1,000,000^(18)(20)	~~6.8%~~ 9.3% of Class A ~~5.9%~~ 7.6% of Total
Class A & Class B common	All directors and executive officers as of March ~~30, 2021~~29, 2023 as a group ~~(12~~ (15persons)	~~4,841,077~~ 4,730,628⁽¹⁹⁾	~~17.0%~~ 21.6% of Class A 100% of Class B ~~28.5%~~ 35.3% of Total

~~Table of Contents~~

Less than one percent (1%).

(1)

The business address of Mr. and Mrs. Parker and the other ~~directors,~~directors/director nominees, Named Executive Officers and the other executive officers is 400 Birmingham Highway, Chattanooga, Tennessee 37419. The business addresses of the remaining entities listed in the table above are as follows: (i) BlackRock, Inc., 55 East 52nd Street, New York, NY 10055; (ii) Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, Texas 78746; and (iii) Gregory Willett, as Trust Protector and Investment Manager, 605 Chestnut Street, Suite 1700, Chattanooga, Tennessee 37450.

~~(2)~~

(2)

Beneficial ownership includes sole voting power and sole investment power with respect to such shares unless otherwise noted and subject to community property laws where applicable.

(3)

The percentages shown are based on 10,799,415 shares of Class A common stock (including 104,713 shares of restrictedClass A common stock subject to certain performance vesting, time vesting, and holding provisions, which carry voting rights) and 2,350,000 shares of Class B common stock outstanding at the Record Date. Additionally, the following shares are deemed to be outstanding for purposes of computing the percentage ownership of the person holding such shares, but are not deemed outstanding for purposes of computing the percentage ownership of any other person: (i) shares of Class A common stock underlying stock options that are currently exercisable or will be exercisable within 60 days of the Record Date and (ii) shares of restricted Class A common stock that do not carry voting rights but are scheduled to vest within 60 days of the Record Date. References to "Total" mean the total number of shares of Class A and Class B common stock beneficially owned as of the Record Date. The shares of Class B common stock owned by Mr. and Mrs. Parker are convertible into the same number of shares of Class A common stock at any time and convert automatically if beneficially owned by anyone other than Mr. or Mrs. Parker or certain members of their family. The Class B common stock has two votes per share, but otherwise is substantially identical to the Class A common stock, which has one vote per share.

~~(3)~~

(4)

Comprised of 1,220,871 shares of Class A common stock and 2,350,000 shares of Class B common stock owned by Mr. and Mrs. Parker as joint tenants with rights of survivorship; ~~109,786~~312,397 shares of Class A common stock owned by Mr. Parker; ~~70,311~~33,408 shares of restricted Class A common stock with voting rights; 100,000 shares of Class A common stock underlying stock options that are currently exercisable; and ~~40,096~~38,175 shares allocated to the account of Mr. Parker under our 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Parker's March ~~30, 2021~~29, 2023 account balance in the employer stock fund under the Company's 401(k) plan divided by the closing market price on such ~~date); and 216,634 shares of Class a common stock owned by Mr. Parker’s mother, over which Mr. Parker holds a power of attorney, but as to which he expressly disclaims beneficial ownership.~~date. The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions.

~~(4)~~

(5)

Based on the aggregate number of shares of Class A and Class B common stock owned by Mr. and Mrs. Parker. Mr. and Mrs. Parker hold ~~11.3%~~15.6% of shares of Class A and 100% of shares of Class B common stock. The Class A common stock is entitled to one vote per share, and the Class B common stock is entitled to two votes per share. Mr. and Mrs. Parker beneficially own shares of Class A and Class B common stock with ~~32.8%~~41.1% of the voting power of all outstanding voting shares.

~~Table of Contents~~

~~(5)~~	(6)	Comprised of ~~48,887~~37,972 shares of Class A common stock owned ~~by Mr. Hogan and Melinda J. Hogan as joint tenants, 29,956 shares of Class A common stock owned by Mr. Hogan, 58,593~~directly, 5,220 shares of restricted Class A common stock with voting rights, 2,515 owned directly by Mr. Bunn’s spouse, 57,572 shares of Class A common stock underlying stock options that are currently exercisable, and ~~80,436~~20,676 shares owned by Mr. ~~Hogan~~Bunn in our 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. ~~Hogan's~~Bunn’s' March ~~30, 2021~~29, 2023 account balance in the employer stock fund under the Company's 401(k) plan divided by the closing market price on such date). The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions.
~~(6)~~	(7)	Comprised of ~~27,511~~7,762 shares of Class A common stock owned directly ~~11,313~~by Mr. Grant and 9,015 shares of Class A common stock underlying stock options that are currently exercisable.
	(8)	Comprised of 17,336 shares of Class A common stock held directly by Mr. Hogan, 57,403 shares of Class A common stock owned by Mr. Hogan and Melinda J. Hogan as joint tenants, and 27,840 shares of restricted Class A common stock with voting rights, 2,515 owned directly by Mr. Bunn’s spouse, and 20,005 shares owned by Mr. Bunn in our 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Bunn’s' March 30, 2021 account balance in the employer stock fund under the Company's 401(k) plan divided by the closing market price on such date).rights. The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions.
~~(7)~~	(9)	Comprised of ~~35,758~~10,902 shares of Class A common stock owned directly by Mr. Hough, ~~25,015~~11,692 shares of restricted Class A common stock with voting rights, and ~~15,418~~15,024 shares ~~owned by Mr. Hough in our 401(k) plan (the number~~ of ~~shares reported as beneficially owned is equal to Mr. Hough’s March 30, 2021 account balance in the employer~~Class A common stock ~~fund under the Company’s 401(k) plan divided by the closing market price on such date).~~underlying stock options that are currently exercisable. The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions.
~~(8)~~	(10)	Comprised of ~~112,178~~9,252 shares of Class A common stock owned directly by ~~Mr. Tweed, 3,750 shares of restricted Class A common stock with voting rights, 37,920 shares owned in Mr. Tweed's IRA,~~Ms. Doster and 37,195 shares owned by Mr. Tweed in our 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Tweed's March 30, 2021 account balance in the employer stock fund under the Company's 401(k) plan divided by the closing market price on such date). The restricted Class A common stock is subject to vesting and, in certain circumstances, holding provisions.
~~(9)~~	~~This information is based on Mr. Cribbs’ last Form 4 filed with the SEC on February 20, 2020 and is comprised of 52,074~~15,024 shares of Class A common stock ~~owned directly by Mr. Cribbs and 8,471 in our 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Cribbs’ February 18, 2020 account balance in the employer~~underlying stock ~~fund under the Company's 401(k) plan divided by the closing market price on such date). This information excludes the shares of restricted stock~~options that ~~were forfeited upon Mr. Cribbs’ resignation.~~ are currently exercisable.
~~(10)~~	(11)	Comprised of ~~78,866~~53,085 shares of Class A common stock owned directly by Mr. Bosworth, 3,782 shares of restricted Class A common stock that do not carry voting rights but are scheduled to vest within 60 days of the Record Date, and ~~28,168~~15,168 shares of Class A common stock owned in Mr. Bosworth's IRA.
~~(11)~~	(12)	Comprised of ~~5,515~~3,352 shares of Class A common stock owned directly by Dr. Carson and 3,782 shares of restricted Class A common stock that do not carry voting rights but are scheduled to vest within 60 days of the Record Date.

	(13)	Comprised of 8,774 shares of Class A common stock owned directly by Mr. Kramer, 3,782 shares of restricted Class A common stock that do not carry voting rights but are scheduled to vest within 60 days of the Record Date, and ~~300~~400 shares owned as custodian for his minor grandchildren.
~~(12)~~	(14)	Comprised of ~~62,358~~45,617 shares of Class A common stock owned directly by Mr. Moline, 3,782 shares of restricted Class A common stock that do not carry voting rights but are scheduled to vest within 60 days of the Record Date, and 1,000 shares owned in Mr. Moline's IRA.
~~(13)~~	(15)	Comprised of ~~61,953~~149,967 owned by Ms. Parker-Hatchett and her husband, Robert B. Hatchett, as joint tenants, and ~~5,415~~3,782 shares ~~owned directly by Ms. Parker-Hatchett.~~ of restricted Class A common stock that do not carry voting rights but are scheduled to vest within 60 days of the Record Date.
~~(14)~~	(16)	Comprised of ~~21,500~~24,759 shares of Class A common stock owned directly by Mr. ~~Schmidt.~~ Schmidt and 3,782 shares of restricted Class A common stock that do not carry voting rights but are scheduled to vest within 60 days of the Record Date.
~~(15)~~	(17)	Comprised of ~~19,878~~23,137 shares of Class A common stock owned directly by Mr. ~~Welborn.~~ Welborn and 3,782 shares of restricted Class A common stock that do not carry voting rights but are scheduled to vest within 60 days of the Record Date.
~~(16)~~	(18)	As reported on Schedule 13G/A filed with the SEC on January ~~29, 2021,~~26, 2023, which indicates that BlackRock, Inc. has sole voting power with respect to ~~1,266,662~~1,161,466 shares, no shared voting power, sole dispositive power with respect to ~~1,356,307~~1,291,278 shares, and shared dispositive power with respect to no shares. Information is as of December 31, ~~2020.~~ 2022.
~~(17)~~	(19)	As reported on Schedule 13G/A filed with the SEC on February ~~12, 2021,~~10, 2023, which indicates that Dimensional Fund Advisors LP has sole voting power with respect to ~~1,203,636~~937,700 shares, no shared voting power, sole dispositive power with respect to ~~1,243,310~~953,427 shares, and shared dispositive power with respect to no shares. Represents aggregate beneficial ownership on a consolidated basis reported by Dimensional Fund Advisors LP. Information is as of December 31, ~~2020.~~ 2022.
~~(18)~~	(20)	As reported on Schedule ~~13G/A~~13G filed with the SEC on January 14, 2021 on behalf of Gregory Willett, as Trust Protector and Investment Manager. Mr. Willett has sole voting power with respect to 1,000,000 shares, no shared voting power, sole dispositive power with respect to 1,000,000 shares, and no shared dispositive. Information is as of January 6, 2021.
~~(19)~~	The other executive officer is James S. Grant III. As of the Record Date, Mr. Grant beneficially owned 1,976 shares of Class A common stock. The shares detailed in this footnote are included in the calculation of all directors and executive officers as of March 30, 2021 as a group.

~~Table of Contents~~

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Under its charter, our Audit Committee must review and approve all transactions between our executive officers and us. The Audit Committee reviews all of such ongoing transactions quarterly; however, the compensation of our executive officers is not within the Audit Committee’s purview. Pursuant to its charter, our Audit Committee must review and approve in advance any transaction, or any proposed transaction, in which we were or are to be a participant and the amount involved exceeds $120,000, and in which any “related person” (as that term is defined in Instruction 1 to Item 404(a) of SEC Regulation S-K) had or will have a direct or indirect material interest, referred to as a “related party transaction.” All such transactions must be reviewed and preapproved by our Audit Committee. No director may participate in any discussion or approval of a related party transaction for which he or she, or his or her relative, is a related party. If a related party transaction will be ongoing, the Audit Committee may establish guidelines for our management to follow in its ongoing dealings with the related party and then at least annually must review and assess ongoing relationships with the related party.

For ~~2019~~2021 and ~~2020,~~2022, no such transactions involved an amount equal to or exceeding $120,000, except for the ~~employment of one immediate family member of David Parker, and the~~ Company’s transactions with Seat My Trucks, LLC and WLC Properties. ~~In 2019 and 2020, the~~The Company employed Clay Scholl, an employee of our Solutions subsidiary, who is the brother-in-law of David Parker. Total compensation for 2019 and 2020 for Clay Scholl was approximately $133,000 and $151,000, respectively, and includes the grant date fair value of equity awards subject to performance-based and time-based vesting conditions. In 2019, the Company entered intohad a business arrangement with Seat My Trucks, LLC, a company owned by Rob Hatchett, the son-in-law of David Parker and husband of Rachel Parker-Hatchett. The total payments made to Seat My Trucks in ~~2019~~2021 were: ~~$1,384,100~~$989,000 in media pass-through expenses, ~~$105,000~~$50,000 in monthly consulting fees, and ~~$247,805~~$184,000 in placement fees. ~~The total~~There were no payments ~~made~~ to Seat My Trucks in ~~2020 were: $733,000 in media pass-through expenses, $60,000 in monthly consulting fees, and $300,000 in placement fees.~~2022. The Company leases certain real estate from WLC Properties, which is partially owned by John Tweed’s children’s trust. Mr. Tweed was an executive officer of the Company until July 2021. The total rental payments made to WLC Properties in ~~2019 and 2020 was $717,000 and $774,000, respectively. In the fourth quarter of 2020, the Company purchased a shop facility in Greeneville, TN, from WLC properties for $4.5 million.~~

2021 were $594,000.

PROPOSAL 2 – ADVISORY AND NON-BINDING RESOLUTION ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules of the SEC), we are including in this proxy statement a separate resolution, subject to stockholder vote, to approve, in a non-binding vote, the compensation of our Named Executive Officers as disclosed on pages ~~17 to 37.~~19 through 38. Non-binding votes to approve the compensation of our Named Executive Officers are held every year.

As described in more detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Compensation Committee has structured our executive compensation program to achieve the following key objectives:

~~Table of Contents~~

Objective				How Our Executive Compensation Program Achieves This Objective
Attract and retain talented executives and motivate those executives to achieve superior results.	• ●	We link compensation to achievement of specified performance goals, appreciation in the market price of our Class A common stock, and continued employment with the Company and utilize multi-year vesting requirements to promote long-term ownership.
Align executives’ interests with our corporate strategies, our business objectives, and the performance of specific business units to the extent applicable.	• ●	Annual management bonuses for each of our Named Executive Officers are based on certain strategic and financial goals critical to maintaining profitability and fostering long-term growth.
Enhance executives’ incentives to increase our stock price and focus on the long-term interests of our stockholders.	• ●	We incorporate cash and equity compensation components into our plan to provide incentives for short-term and long-term objectives.
		o	Annual cash incentives based on targets with objective, measurable criteria keep management focused on near-term results. Caps on cash awards are built into our plan design.
		o
		o	The equity compensation component, which includes awards such as restricted stock grants and stock options, provides balance to our other elements of our compensation program and creates incentive for executives to increase stockholder value over an extended period of time.
	• ●	We attempt to keep base salaries reasonable and weight overall compensation toward incentive and equity-based compensation.
Control costs.	• ●	We provide de minimis perquisites to our Named Executive Officers and make matching “discretionary” contributions to the Named Executive Officers’ 401(k) account ~~which we have temporarily discontinued between April 2020~~ and ~~December 2020 due to~~under the ~~effects of COVID-19.~~Deferred Compensation Plan. Contributions for our Named Executive Officers for ~~2020~~2022 aggregated to approximately ~~$19,000.~~$73,906.
	• ●	We seek to ensure, to ~~ensure, to~~ the extent possible, that incentive compensation paid by us is deductible for tax purposes.

We urge stockholders to read the Compensation Discussion and Analysis beginning on page 1719 of this proxy statement for more information on our executive compensation policies and procedures. The Compensation Committee and the Board believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our goals.

Accordingly, we are asking our stockholders to approve, in a non-binding vote, the following resolution in respect of this Proposal 2:

“RESOLVED, that the stockholders advise that they approve the compensation of the Company’s Named Executive Officers, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes, and narrative discussion in this proxy statement for the Company’s ~~2021~~2023 Annual Meeting of Stockholders.”

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE ~~“FOR”~~“FOR” ADVISORY APPROVAL OF THE RESOLUTION SET FORTH ABOVE.

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PROPOSAL 3 –ADVISORY AND NON-BINDING VOTE ON THE FREQUENCY OF FUTURE ADVISORY AND NON-BINDING VOTES ON EXECUTIVE OFFICER COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act, we are also including in this proxy statement a separate resolution to request our stockholders to recommend, in a non-binding vote, whether an advisory and non-binding stockholder vote to approve executive compensation (that is, a vote similar to the advisory and non-binding vote in Proposal 2 on pages 46 through 47) should occur every one, two, or three years. At the 2017 Annual Meeting, the stockholders voted to hold an advisory and non-binding stockholder vote to approve executive compensation every year.

The Board believes annual advisory votes on executive compensation is the best choice for the Company based upon, among other things, the following:

	●	our compensation decisions are made annually;
	●	annual votes allow our stockholders to provide their feedback on our executive compensation program more frequently;
	●	annual votes give us the opportunity of address any stockholder concerns regarding our executive compensation program in a more timely manner; and
	●	annual votes are consistent with market preferences and the stated preference of some of our stockholders.

Accordingly, we are asking our stockholders to approve, in an advisory and non-binding vote, the following resolution in respect of this Proposal 3:

"RESOLVED, that the stockholders be requested to recommend, in an advisory and non-binding vote, whether to approve the compensation of the Company's Named Executive Officers every one, two, or three years."

If no frequency receives the vote of the majority of the voting power of the shares of Class A and Class B common stock represented at the meeting and entitled to vote, voting together as a single class, then the Board will consider the option that receives the highest number of votes cast to be the frequency recommended by stockholders. However, because the vote is advisory and non-binding on the Board or the Company, the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "ONE YEAR" WITH RESPECT TO THE FREQUENCY OF AN ADVISORY AND NON-BINDING STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

RELATIONSHIPS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Change in Auditor~~

On April 17, 2020, the Audit Committee made the decision to change the Company’s independent registered public accounting firm and the Company dismissed KPMG as its independent registered public accounting firm.

The audit reports of KPMG on the Company's consolidated financial statements as of and for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:

The audit report of KPMG on the consolidated financial statements of the Company as of and for the year ended December 31, 2019 contained a paragraph stating that “As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of ASU 2016-02, Leases, and subsequently issued additional ASUs amending this ASU (collectively ASC 842, Leases).”

The audit reports of KPMG on the effectiveness of internal control over financial reporting as of and for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that KPMG’s report indicates that the Company did not maintain effective internal control over financial reporting as of December 31, 2018 because of the effect of a material weakness described in the following paragraph.

During the two fiscal years ended December 31, 2019 and 2018, and from January 1, 2020 through April 17, 2020, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference in connection with their opinion to the subject matter of the disagreement. During the years ended December 31, 2019 and 2018, and from January 1, 2020 through April 17, 2020, there were no “reportable events” (as defined in Regulation S-K Item 304(a)(1)(v)); except for a material weakness in internal control over financial reporting identified during the audit for the year ended December 31, 2018 related to the design and maintenance of effective program change management controls over certain information technology (“IT”) operating systems, databases and IT applications that support the Company’s financial reporting processes. This material weakness was disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and was disclosed by the Company as remediated in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

On April 17, 2020, the Audit Committee made the decision to engage Grant Thornton LLP (“Grant Thornton”) as the Company's independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2020. During the fiscal years ended December 31, 2019 or 2018, and from January 1, 2020 through April 17, 2020, neither the Company nor anyone on its behalf consulted Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Grant Thornton that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

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Principal Accountant Fees and Services

The principal independent registered public accounting firm utilized by us during ~~2020~~2022 and 2021 was Grant Thornton ~~and during 2019 we utilized KPMG.~~

LLP. Grant Thornton has served as our independent registered public accounting firm since April 2020. A representative of Grant Thornton is expected to be present at the Annual Meeting and ~~KPMG~~to be available to respond to appropriate questions. Grant Thornton 's representative will have an opportunity to make a statement at the Annual Meeting should he or she desire to do so.

Grant Thornton billed us the following amounts for services provided in the following categories during the years ended December 31, ~~2020~~2022 and ~~2019:~~

2020 2019
Audit Fees⁽¹⁾
$594,135 $714,975
Audit-Related Fees⁽²⁾
- -
Tax Fees⁽³⁾
- -
All Other Fees⁽⁴⁾
- -
Total
$594,135
$714,975

2021:

	2022		2021
Audit Fees⁽¹⁾	$	748,012	$	591,042
Audit-Related Fees⁽²⁾		-		-
Tax Fees⁽²⁾		-		-
All Other Fees⁽²⁾		-		-
Total	$	748,012	$	591,042

~~(1)~~	(1)	Represents the aggregate fees billed and expenses for professional services rendered by Grant Thornton ~~and KPMG, respectively,~~ for the audit of our annual financial statements and reviews of financial statements included in our quarterly reports on Form 10-Q, and services that are normally provided by an independent registered public accounting firm in connection with statutory or regulatory filings or engagements for those years.
~~(2)~~	Represents the aggregate fees billed for assurance and related services by Grant Thornton and KPMG, respectively, that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees.” There were no such fees and expenses for 2020 or 2019.
~~(3)~~ (2)	Represents the aggregate fees billed for professional services rendered by Grant Thornton and KPMG, respectively, for tax compliance, tax advice, and tax planning. There were no such fees and expenses for 2020 or 2019.
~~(4)~~	~~Represents the aggregate fees billed for products and services provided by Grant Thornton and KPMG, respectively, other than audit fees, audit-related fees, and tax fees.~~ There were no such fees for ~~2020~~2022 or ~~2019.~~2021.

Our Audit Committee maintains a policy pursuant to which the Audit Committee Chair reviews all audit services and permitted non-audit services to be performed by our independent registered public accounting firm in order to assure that the provision of such services is compatible with maintaining the firm’s independence, with the Audit Committee retaining the authority to make the final decision. Under this policy, the Audit Committee pre-approves specific types or categories of engagements constituting audit, audit-related, tax, or other permissible non-audit services to be provided by our principal independent registered public accounting firm. Pre-approval of an engagement for a specific type or category of services generally is provided for up to one year and typically is subject to a budget comprised of a range of anticipated fee amounts for the engagement. Management and the principal independent registered public accounting firm are required to periodically report to the Audit Committee regarding the extent of services provided by the principal independent registered public accounting firm in accordance with the annual pre-approval, and the fees for the services performed to date. To the extent that management believes that a new service or the expansion of a current service provided by the principal independent registered public accounting firm is necessary or desirable, such new or expanded services are presented to the Audit Committee for its review and approval prior to the engagement of the principal independent registered public accounting firm to render such services. No audit-related, tax, or other non-audit services were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirement under Rule 2‑01(c)(7)(i)(C), of SEC Regulation S-X during the year ended December 31, ~~2020.~~

2022.

PROPOSAL 3 4 – RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed Grant Thornton as the Company’s independent registered public accounting firm for the year ending December 31, ~~2021.~~

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2023.

We are asking our stockholders to ratify the appointment of Grant Thornton as our independent registered public accounting firm for the year ending December 31, ~~2021.~~2023. 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 ratification of Grant Thornton. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Grant Thornton to our stockholders for ratification as a matter of good corporate practice.

A representative of Grant Thornton is expected to participate in the Annual Meeting by telephone and to be available to respond to appropriate questions. Grant Thornton’s representative will have an opportunity to make a statement at the Annual Meeting should he or she desire to do so.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE ~~“FOR”~~“FOR” THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE ~~COMPANY’S~~COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2021.~~

2023.

In the event stockholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board. Even if the appointment is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

PROPOSAL 5 – APPROVAL OF THE THIRD

AMENDMENT TO THE INCENTIVE PLAN

Summary

The Board is asking for stockholder approval of the Third Amendment to our Third Amended and Restated 2006 Omnibus Incentive Plan (the "Third Amendment to the Incentive Plan") to (i) extend the term of the Incentive Plan by three years, (ii) increase the number of shares of Class A common stock available for issuance thereunder by an additional 575,000 shares, and (iii) make such other miscellaneous, administrative, and conforming changes as necessary.

The Board believes equity compensation is critical for the Company to attract, motivate, and retain qualified executive officers and other key personnel through competitive compensation packages, and that equity compensation aligns our executives’ and stockholders’ short and long term interests by creating a strong and direct link between executive pay and stockholder return.

The Board adopted the Third Amendment to the Incentive Plan on February 15, 2023 upon recommendation by the Compensation Committee and has recommended that stockholders approve the Third Amendment to the Incentive Plan. If approved by the stockholders the Third Amendment to the Incentive Plan will become effective May 17, 2023.

The Incentive Plan, as currently in effect:

●

includes a fungible share reserve feature which:

makes a distinction between the number of shares in the reserve attributable to: (i) stock options and stock appreciation rights (“SARs”) and (ii) “full value” awards (i.e., grants other than options/SARs, such as restricted stock, restricted stock units, and performance shares/units); and

provides that shares subject to stock options and SARs will be counted against the share limit as one share for every one share granted, but any shares that are subject to Awards other than stock options or SARs will be counted against the share limit as 1.80 shares for every one share granted;

●

contains a double trigger vesting requirement upon a change in control;

●

only allows the Compensation Committee to accelerate vesting in cases involving death or disability; and

●

Disallows:

	o	tax gross-ups of any kind;
	o	payment of dividends on unvested future awards;
	o	vesting periods of less than twelve months (subject to the limited exception described below);
	o	share recycling related to exercise of stock options, shares available for issuance upon the grant of SARs and shares forfeited for tax withholding obligations; and
	o	the power to vote shares underlying awards prior to the vesting of such shares (for awards granted on or after the date on which the First Amendment to the Incentive Plan was approved by our stockholders).

For other features of our Incentive Plan and various corporate governance practices intended to protect our stockholders regarding the incentive plan see “Proposal 5: Approval of the Third Amendment to the Incentive Plan – Provisions Designed to Protect Stockholders”below.

A copy of the full text of the form of the Third Amendment to the Incentive Plan is attached to this Proxy Statement as Appendix A. All references to the Incentive Plan are qualified in their entirety by the text of the Incentive Plan as currently in effect. Any capitalized terms used in this Proposal 5 but not otherwise defined in this Proxy Statement shall have the meanings assigned to them in the Incentive Plan or the Third Amendment to the Incentive Plan.

Term Extension

The Incentive Plan is currently set to expire by its terms on June 1, 2030. The Third Amendment to the Incentive Plan would extend the term of the Plan for three years with a new expiration date of May 1, 2033. The Third Amendment to the Incentive Plan would allow the Company to continue to attract, motivate, and retain qualified executive officers and other key personnel through competitive compensation packages, and it aligns our executives’ and stockholders’ short- and long-term interests by creating a strong and direct link between executive pay and stockholder return.

Additional Shares

The Board believes the shares remaining under the Incentive Plan are insufficient to fulfill the Company’s objectives. If stockholders do not approve the Third Amendment to the Incentive Plan, the Company will have approximately 873,000 remaining shares under the Incentive Plan for future awards and may need to resort to greater cash compensation to remain competitive.

The Third Amendment to the Incentive Plan, will increase the number of shares of Class A common stock available for issuance thereunder by an additional 575,000 shares. Currently there are approximately 873,000 shares available for issuance under the Incentive Plan; therefore, the Third Amendment to the Incentive Plan would result in approximately 1,448,000 shares being available for future awards, subject to adjustment for future forfeitures (except for tax withholding and cashless exercise forfeitures) and to reflect the occurrence of certain events (described under “Proposal 5: Approval of the Third Amendment to the Incentive Plan – Description of the Incentive Plan and the Third Amendment to the Incentive Plan – Adjustments Upon Certain Events” below). The Compensation Committee has approved the Third Amendment to the Incentive Plan and the Board has directed that it be submitted for stockholder approval at the Annual Meeting. If approval of the Third Amendment to the Incentive Plan is not obtained at the Annual Meeting from our stockholders, the Incentive Plan will remain in full force and effect, and our ability to grant equity awards to attract, motivate, and retain new and existing key employees, directors, officers, and eligible participants (collectively, “Participants”) would be limited. In that event, to remain competitive, the Company may be required to adopt additional cash or equity related compensation programs.

Before approving the Third Amendment to the Incentive Plan, the Compensation Committee considered a number of factors, including share usage over the last three years, shares expected to be required in the future based upon historical practices, and shares expected to be required as the Company continues to retain and complement our leadership team. The Compensation Committee believes additional shares are needed to (i) recruit talent to fill open positions on our management team as they arise, (ii) motivate our current executive management team, and (iii) continue to make awards under the Company’s historical Incentive Plan, which tie a significant portion of total compensation to equity awards and align with stockholder interests. Furthermore, a significant portion of our executives’ total annual compensation is in the form of equity awards. The majority of performance-based restricted shares granted in 2022 have a performance period that extends beyond 2022. If performance targets are met, it benefits both our stockholders and our equity recipients. If performance targets are not met, the restricted shares are forfeited and our effective burn rate reduced.

In deciding to increase the number of shares available for issuance under the Incentive Plan by 575,000 shares, the Compensation Committee considered, among other factors:

	●	the approximately 873,000 shares currently available for issuance under the Incentive Plan;
	●	the addition of the fungible share reserve feature in 2020, under which shares subject to stock options and SARs are counted as one share for every share granted and shares subject to all other Awards are counted as 1.80 shares for every share granted;
	●	the number of shares necessary to attract, motivate, and retain qualified executive officers and other key personnel;
	●	the Board’s desire to have sufficient availability under the Incentive Plan to grant awards for the next three to five years;
	●	our current three-year average burn rate of approximately 1.49%, calculated based upon performance-based awards vested in the year (versus granted) and time-based awards granted in the year, divided by our weighted average basic common shares outstanding (or 1.37% calculated in accordance with Institutional Shareholder Services methodology);
	●	the number of shares of Class A common stock outstanding, the dilutive effects of awards under the Incentive Plan, and our projected burn rate; and
	●	the effect of the price of our Class A common stock on the number of shares needed to maintain the significant percentage of our compensation packages for key employees that is currently granted in the form of equity.

In addition to the factors above, the Compensation Committee also considered the following factors, among others, when determining whether to approve the Third Amendment to the Incentive Plan:

●

the Board’s belief that equity-based grants to employees are a highly effective recruiting and retention tool that allows key employees to share in the ownership of our Company and contribute to our revenue and earnings growth by aligning the long-term interests of our management and key employees with those of our stockholders;

●

approximately 75% of awards currently outstanding under the Incentive Plan vest only if certain performance criteria are achieved, thus resulting in dilution only if stockholder value is created; and

●

the Board’s belief that if additional shares are not available for future awards, we would be required to discontinue or significantly curtail our use of equity as a key part of our executive compensation program and increase the use of cash awards, which could have an adverse impact on our ability to attract, motivate, and retain employees, our ability to execute on our strategic plan, and our results of operations.

Equity Shares Under All Plans

To provide a complete picture of the overall share pool, below are equity plan share data as of fiscal year end, and updated data as of March 29, 2023:

	December 31, 2022	March 29, 2023
Total shares subject to outstanding options⁽¹⁾	1,086,687	1,086,687
Weighted average exercise price of outstanding options	$18.04	$18.04
Weighted average remaining duration of outstanding options	8.0 years	7.8 years
Unvested shares of restricted stock outstanding⁽²⁾	488,980	362,058
Total shares remaining for future grants	872,508	872,508

(1)

Includes 945,791 unvested performance-based options as of December 31, 2022, and 833,291 as of March 29, 2023. Also includes 140,896 vested, exercisable options as of December 31, 2022, and 253,396 as of March 29, 2023.

(2)

Includes 339,733 unvested performance-based shares of restricted stock as of December 31, 2022, and 66,715 as of March 29, 2023.

Historical Equity Award Granting Practices – Burn Rate

In determining the number of shares by which to increase the pool of shares authorized for issuance under the Incentive Plan, we considered a number of factors, including the burn rate. With the significant percentage of outstanding Awards containing performance criteria, we believe calculating the Company’s burn rate based upon performance-based awards vested in the year (versus granted) and time-based awards granted in the year, divided by our weighted average (basic) common shares outstanding, provides a more accurate depiction of our burn rate. The following table summarizes our awards to all employees over the last three years. Our current three-year average burn rate is approximately 1.49% for fiscal years 2020 through 2022 (or 1.37% calculated in accordance with Institutional Shareholder Services methodology).

Fiscal Year	Time- Based Options Granted	Performance- Based Options Granted	Performance- Based Options Earned/ Vested⁽¹⁾	Director Full Value Awards Granted	Time- Based Full Value Awards Granted	Performance- Based Full Value Awards Granted	Performance- Based Full Value Awards Earned/ Vested⁽¹⁾	Total Awards⁽²⁾	Weighted Average Basic Common	Unadjusted Burn Rate %	Value- Adjusted Burn Rate %⁽³⁾
2022	-	-	165,267	26,474	43,004	86,061	-	234,745	15,006,000	1.56%	1.20%
2021	-	450,000	-	22,906	228,653	-	141,137	392,696	16,803,000	2.34%	2.34%
2020	-	721,154	-	32,490	64,222	55,000	-	96,712	17,358,000	0.56%	0.56%
										1.49%	1.37%

(1)

Performance-based awards earned were subject to achievement of pre-determined objectives for awards granted in fiscal years 2019 through 2020.

(2)

Total Awards is comprised of director and time-based full value awards granted, performance-based full value awards earned and vested, and performance-based options earned and vested.

(3)

Value-adjusted burn rate calculated in accordance with Institutional Shareholder Services methodology.

Provisions Designed to Protect Stockholders

The Incentive Plan and our governance and compensation policies contain a number of provisions that we believe are designed to protect stockholder interests, including:

	●	double-trigger vesting requirement upon a change in control;
	●	fungible share reserve feature;
	●	prohibition of share recycling related to exercise of stock options, shares available for issuance upon the grant of SARs, and shares forfeited for tax withholding obligations;
	●	prohibition of the Compensation Committee’s discretion to accelerate vesting, except in cases involving death or disability;
	●	prohibition of the repricing of stock options without stockholder approval;
	●	prohibition of the issuance of stock options with an exercise price less than the fair market value of the Class A common stock on the grant date;
	●	limiting the maximum term of a stock option to ten years;
	●	prohibition of (i) tax gross-ups of any kind, (ii) payment of dividends on unvested future awards, (iii) vesting periods of less than twelve months for future awards (subject to the limited exception described below), and (iv) the power to vote shares underlying awards prior to the vesting of such shares (for awards granted on or after the date on which the First Amendment to the Incentive Plan was approved by our stockholders);
	●	administration of the Incentive Plan by the Compensation Committee, which is comprised entirely of independent directors;
	●	the Compensation Committees’ ability to exercise negative discretion to eliminate or reduce the size of an award if appropriate;
	●	awards to Participants are subject to limits as to the number of shares or cash received;
	●	our Executive Stock Ownership, Retention, and Anti-Hedging and Anti-Pledging Policy, which, among other things, (i) requires certain of our executive officers to build certain stock ownership over time through equity grants, expressed as multiples of annual base salary, (ii) requires such individuals to retain post-tax shares from each award on exercise, vesting or earn-out, until such individual complies with the stock ownership levels required by the Executive Stock Ownership, Retention, and Anti-Hedging and Anti-Pledging Policy, and (iii) prohibits hedging transactions in our Class A and Class B common stock and pledging our Class A and Class B common stock as collateral for loans or purchasing our Class A common stock on margin, all as further provided in our Executive Stock Ownership, Retention, and Anti-Hedging and Anti-Pledging Policy; and
	●	our Clawback Policy, which covers equity awards.

Description of the Incentive Plan and the Third Amendment to the Incentive Plan

In May 2013, our stockholders approved the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended, which replaced the Second Amended and Restated Incentive Plan. The First Amendment to the Incentive Plan was approved by our stockholders in May 2019, and the Second Amendment to the Incentive Plan was approved by our stockholders in July 2020. If approved by our stockholders at the Annual Meeting, the Third Amendment to the Incentive Plan will be effective as of May 17, 2023, its approval date. The principal provisions of the Incentive Plan, as amended by the First Amendment to the Incentive Plan, the Second Amendment to the Incentive Plan and the Third Amendment to the Incentive Plan, are summarized below. This summary is qualified in its entirety by reference to the text of the Incentive Plan as currently in effect. The Third Amendment to the Incentive Plan is attached as Appendix A to this Proxy Statement. You are urged to read the actual text of the Incentive Plan and the Third Amendment to the Incentive Plan in their entirety.

The purposes of the Incentive Plan are to: (i) provide our employees with an opportunity to acquire Class A common stock in a manner that reinforces our performance goals and provides an incentive to continue employment with us and work toward our long-term growth, development and financial success; (ii) attract, motivate, and retain qualified executive officers and other key personnel by providing them with long-term incentives, and reward such Participants by the issuance of equity grants so that these employees and directors will contribute to and participate in our long-term performance; and (iii) align our executives’ and stockholders’ short- and long-term interests by creating a strong and direct link between executive pay and stockholder return. In furtherance of these purposes, the Incentive Plan authorizes the grant of stock options and restricted stock, subject to applicable law, to our employees, directors, and consultants.

The Incentive Plan allows the Compensation Committee to link compensation to performance over a period of time by granting Awards (as defined in the Incentive Plan) 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 our short-term performance. Awards with multiple-year vesting schedules create an incentive for executive officers to increase stockholder value over an extended period of time because the value received from such Awards is based upon the growth of the stock price. Furthermore, for Awards granted on or after the date on which the Second Amendment to the Incentive Plan was approved by our stockholders, the Incentive Plan provides that any Award will not vest in periods of less than twelve months from the Grant Date of such Award, except for the 5% of the Share Reserve (as defined in the Incentive Plan) on the Second Amendment Effective Date that is available for issuance under the Incentive Plan with no minimum vesting requirements. For Awards granted after the date on which the Third Amendment to the Incentive Plan is approved by our stockholders, if such approval is obtained, 5% of the Share Reserve on the Third Amendment Effective Date will be available with no minimum vesting requirements. Such Awards also incentivize executives to remain with us over an extended period of time. Thus, we believe the Incentive Plan is an effective way of aligning the interests of our executive officers with those of our stockholders.

When the Third Amended and Restated 2006 Omnibus Incentive Plan was originally adopted in May 2013, it increased the number of shares of Class A common stock available for issuance under the Incentive Plan by an additional 750,000 shares. The First Amendment to the Incentive Plan, approved in May 2019, also increased the number of shares of Class A common stock available for issuance under the Incentive Plan by an additional 750,000 shares, and the Second Amendment to the Incentive Plan, approved in July 2020, increased the number of shares of Class A common stock available for issuance under the Incentive Plan by an additional 1,900,000 shares. If approved, the Third Amendment to the Incentive Plan would increase the number of shares of Class A common stock available for issuance under the Incentive Plan by an additional 575,000 shares. Currently there are approximately 873,000 shares available for issuance under the Incentive Plan; therefore, the Third Amendment to the Incentive Plan would result in approximately 1,448,000 shares being available for future Awards, subject to adjustment for future forfeitures (except for tax withholding and cashless exercise forfeitures) and to reflect the occurrence of certain events (described under “Proposal 5: Approval of the Third Amendment to the Incentive Plan – Description of the Incentive Plan and the Third Amendment to the Incentive Plan – Adjustments Upon Certain Events” below).

Types of Awards

A description of the Awards that may be made pursuant to the Incentive Plan follows. Such descriptions are qualified in their entirety by reference to the text of the Incentive Plan.

Stock Options. Pursuant to the Incentive Plan, the Compensation Committee may grant Awards in the form of stock options to purchase shares of Class A common stock, which stock options may be non-qualified or incentive stock options for federal income tax purposes. Stock options granted under the Incentive Plan vest and become exercisable at such times and upon such terms and conditions as may be determined by the Compensation Committee. Any stock option granted in the form of an incentive stock option must satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “IRC”). The exercise price per share of Class A common stock for any stock option cannot be less than 100% of the fair market value of a share of Class A common stock on the day that the stock option is granted. In addition, the term of the stock option may not exceed ten (10) years. In the case of an incentive stock option granted to an employee Participant who owns, directly or indirectly (as determined by reference to Section 424(d) of the IRC), at the time the option is granted, stock possessing more than 10 percent of the total combined voting power of all classes of our stock, the exercise price per share of Class A common stock for any stock option will not be less than 110% of the fair market value of a share of Class A common stock on the day that the stock option is granted, and the term of the stock option may not exceed five (5) years. The exercise price of any stock option granted pursuant to the Incentive Plan may not be subsequently reduced by amendment or cancellation and substitution of such stock option or any other action of the Compensation Committee without stockholder approval, subject to the Compensation Committee’s authority to adjust Awards upon certain events as set forth in the Incentive Plan. The type (incentive or non-qualified), vesting, exercise price, and other terms of each stock option are set forth in the award notice for such stock option.

A stock option may be exercised by paying the exercise price in cash or its equivalent and/or, to the extent permitted by the Compensation Committee and applicable law, shares of Class A common stock, a combination of cash and shares of Class A common stock, or through the delivery of irrevocable instruments to a broker to sell the shares obtained upon the exercise of the stock option and to deliver to us an amount equal to the exercise price.

Stock Appreciation Rights. The Compensation Committee may grant Awards in the form of stock appreciation rights, either in tandem with a stock option ("Tandem SARs") or independent of a stock option ("Freestanding SARs"). The exercise price of a stock appreciation right is an amount determined by the Compensation Committee, but in no event is such amount less than 100% of the fair market value of a share of Class A common stock on the date that the stock appreciation right is granted or, in the case of a Tandem SAR, the exercise price of the related stock option.

A Tandem SAR may be granted either at the time of grant of the related stock option or at any time thereafter during the term of the related stock option. A Tandem SAR is exercisable to the extent its related stock option is exercisable. Each Tandem SAR entitles the holder of such stock appreciation right to surrender the related stock option and to receive an amount equal to (i) the excess of (A) the fair market value on the exercise date of one share of Class A common stock over (B) the stock option price per share of Class A common stock, times (ii) the number of shares of Class A common stock covered by the stock option which is surrendered. Upon the exercise of a stock option as to some or all of the shares of Class A common stock covered by such stock option, the related Tandem SAR is automatically canceled to the extent of the number of shares of Class A common stock covered by the exercise of the stock option.

Each Freestanding SAR will entitle the holder of such stock appreciation right upon exercise to an amount equal to (i) the excess of (A) the fair market value on the exercise date of one share of Class A common stock over (B) the exercise price, times (ii) the number of shares of Class A common stock covered by the Freestanding SAR and as to which the stock appreciation right is exercised.

The type (Tandem SAR or Freestanding SAR), exercise price, vesting, and other terms of each stock appreciation right is set forth in the award notice for such stock appreciation rights. Payment of stock appreciation rights may be made in shares of Class A common stock or in cash, or partly in shares of Class A common stock and partly in cash, as determined by the Compensation Committee.

Other Stock-Based Awards. The Compensation Committee may grant Awards in the form of stock awards (for either unrestricted or restricted shares of Class A common stock), restricted stock unit awards, and other awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, Class A common stock. Such other stock-based awards are in such form, and dependent on such conditions, as the Compensation Committee determines, including, without limitation, the right to receive, or vest with respect to, one or more shares of Class A common stock (or the equivalent cash value of such shares of Class A common stock) upon the completion of a specified period of service, the occurrence of an event, and/or the attainment of performance objectives. In addition, the Compensation Committee may choose, at the time of grant of a stock-based award, or any time thereafter up to the time of the payment of such award, to include as part of such award an entitlement to receive dividends or dividend equivalents on the shares of Class A common stock underlying such award (for Awards granted before the date on which the First Amendment to the Incentive Plan was approved by our stockholders), subject to such terms, conditions, restrictions, and/or limitations, if any, as the Compensation Committee may establish. Payment of dividends on unvested Awards is prohibited for Awards granted on or after the date on which the First Amendment to the Incentive Plan was approved by our stockholders. The restrictions, conditions, and other terms of each stock-based award are set forth in the award notice for such award.

Performance Units. The Compensation Committee may grant Awards in the form of performance units, which are units valued by reference to designated criteria established by the Compensation Committee, other than Class A common stock. Performance units are in such form, and dependent on such conditions, as the Compensation Committee determines, including, without limitation, the right to receive a designated payment upon the completion of a specified period of service, the occurrence of an event, and/or the attainment of performance objectives. The form, applicable conditions, and other terms of each performance unit are set forth in the award notice for such performance unit.

Performance Awards. Performance awards are designed to reward executive officers for their contributions to our financial and operating performance and are based primarily upon our financial results and certain operating statistics that the Compensation Committee identifies each year as being important to our success. Performance awards may take the form of cash, stock awards, restricted stock unit awards, or performance units that are conditioned upon the satisfaction of enumerated performance criteria during a stated performance period, which awards, in addition to satisfying the requirements otherwise applicable to that type of award generally, also satisfy the requirements of performance awards under the Incentive Plan.

Performance awards must be based upon one or more of the following performance criteria: (i) revenues (including without limitation, measures such as revenue per mile (loaded or total) or revenue per tractor), (ii) net revenues, (iii) fuel surcharges, (iv) accounts receivable collection or days sales outstanding, (v) cost reductions and savings (or limits on cost increases), (vi) safety and claims (including, without limitation, measures such as accidents per million miles and number of significant accidents), (vii) operating income, (viii) operating ratio, (ix) income before taxes, (x) net income, (xi) earnings before interest and taxes (EBIT), (xii) earnings before interest, taxes, depreciation, and amortization (EBITDA), (xiii) adjusted net income, (xiv) earnings per share, (xv) adjusted earnings per share, (xvi) stock price, (xvii) working capital measures, (xviii) return on assets, (xix) return on revenues, (xx) debt-to-equity or debt-to-capitalization (in each case with or without lease adjustment), (xxi) productivity and efficiency measures (including, without limitation, measures such as driver turnover, trailer to tractor ratio, and tractor to non-driver ratio), (xxii) cash position, (xxiii) return on stockholders’ equity, (xxiv) return on invested capital, (xxv) cash flow measures (including, without limitation, free cash flow), (xxvi) market share, (xxvii) stockholder return, (xxviii) economic value added, or (xxix) completion of acquisitions (either with or without specified size). In addition, the Compensation Committee may establish, as an additional performance measure, the attainment by a Participant of one or more personal objectives and/or goals that the Compensation Committee deems appropriate, including but not limited to implementation of Company policies, negotiation of significant corporate transactions, development of long-term business goals or strategic plans, or the exercise of specific areas of managerial responsibility. The performance goals set by the Compensation Committee may be expressed on an absolute and/or relative basis, and may include comparisons with our past performance (including the performance of one or more of our divisions) and/or the current or past performance of other peer companies or indices.

For each performance period, the Compensation Committee designates, in its sole discretion, which persons are eligible for performance awards for such period, the length of the performance period, the types of performance awards to be issued, the performance criteria that are to be used to establish performance goals, the kind or level of performance goals, and other relevant matters.

After the close of each performance period, the Compensation Committee determines whether the performance goals for the cycle have been achieved. In determining the actual award to be paid to a Participant, the Compensation Committee has the authority to reduce or eliminate any performance award earned by the Participant, based upon any objective or subjective criteria it deems appropriate. The award notice for each performance award sets forth or makes reference to the performance period, performance criteria, performance goals, performance formula, performance pool, and other terms applicable to such performance award.

Administration

The Incentive Plan is administered by the Compensation Committee, or such other committee as may be designated by the Board, which consists of at least two individuals who are intended to qualify both as "non-employee directors" within the meaning of Rule 16b-3 under the Exchange Act, and as “independent directors” for purposes of the rules of the principal national securities exchange on which the Class A Common Stock is then listed or admitted to trading, to the extent required by such rules.

The Compensation Committee may allocate all or any portion of its responsibilities and powers under the Incentive Plan to any one or more of its members, our CEO, or other senior members of management as the Compensation Committee deems appropriate; however, only the Compensation Committee (or another committee consisting of two or more individuals who qualify both as "non-employee directors" and as "independent directors") may select and grant Awards to Participants who are subject to Section 16 of the Exchange Act. The Compensation Committee may revoke any such allocation or delegation at any time for any reason with or without prior notice.

The Compensation Committee has broad authority in its administration of the Incentive Plan, including, but not limited to, the authority to interpret the Incentive Plan; to establish rules and regulations for the operation and administration of the Incentive Plan; to select the persons to receive Awards; to determine the form, size, terms, conditions, limitations, and restrictions of Awards, including, without limitation, terms regarding vesting, exercisability, assignability, expiration, and the effect of certain events, such as a Participant’s death, disability, retirement, or termination as a result of breach of agreement; to create additional forms of Awards consistent with the terms of the Incentive Plan; to allow for the deferral of Awards; and to take all other action it deems necessary or advisable to administer the Incentive Plan.

To facilitate the granting of Awards to Participants who are employed or retained outside of the United States, the Compensation Committee is authorized to modify and amend the terms and conditions of an Award to accommodate differences in local law, policy, or custom.

Shares Available and Maximum Awards

When the Third Amended and Restated 2006 Omnibus Incentive Plan was originally adopted in May 2013, it increased the number of shares of Class A common stock available for issuance under the Incentive Plan by an additional 750,000 shares. The First Amendment to the Incentive Plan, approved in May 2019, also increased the number of shares of Class A common stock available for issuance under the Incentive Plan by an additional 750,000 shares, and the Second Amendment to the Incentive plan, approved in July 2020, increased the number of shares of Class A common stock available for issuance under the Incentive Plan by 1,900,000 shares. As of December 31, 2022, we had 872,509 shares available for issuance and currently 872,509 shares remain available for future Awards. In February 2023, the Compensation Committee adopted the Third Amendment to the Incentive Plan to increase by 575,000 the number of shares of the Company’s Class A common stock available for issuance of stock grants, options, and other equity awards to the Company’s employees, directors, and consultants, which would result in approximately 1,448,000 shares being currently available for future Awards following such increase, subject to approval by our stockholders at the Annual Meeting.

The number of shares of Class A common stock available under the Incentive Plan shall be adjusted to reflect the occurrence of certain events described under “Proposal 5: Approval of the Third Amendment to the Incentive Plan – Description of the Incentive Plan and the Third Amendment to the Incentive Plan – Adjustments Upon Certain Events” below. The total number of shares reserved and available for issuance under the Incentive Plan is automatically adjusted, without further action by the Board or stockholders, to reflect stock dividends, stock splits, reverse stock splits, subdivisions, reorganizations, reclassifications, or any similar recapitalizations that affect or modify the number of shares of outstanding Class A common stock.

The maximum Award granted or payable to any one Participant under the Incentive Plan for a calendar year is 500,000 shares of Class A common stock, subject to the Compensation Committee’s authority to adjust Awards upon certain events described under “Proposal 5: Approval of the Third Amendment to the Incentive Plan – Description of the Incentive Plan and the Third Amendment to the Incentive Plan – Adjustments Upon Certain Events” below, or in the event the Award is paid in cash, $4,000,000.

Payment Terms

Awards may be paid in cash, shares of Class A common stock, a combination of cash and shares of Class A common stock, or in any other permissible form, as the Compensation Committee determines. Payment of Awards may include such terms, conditions, restrictions, and/or limitations, if any, as the Compensation Committee deems appropriate, including, in the case of Awards paid in shares of Class A common stock, restrictions on transfer of such shares, and provisions regarding the forfeiture of such shares under certain circumstances.

At the discretion of the Compensation Committee, a Participant may defer payment of any Award; salary or bonus compensation; Board compensation; dividend or dividend equivalent; or any portion thereof. If permitted by the Compensation Committee, any such deferral shall be accomplished by the delivery of a written, irrevocable election by the Participant prior to the time established by the Compensation Committee for such purpose, on a form provided by the Company. Further, all deferrals must be made in accordance with the administrative guidelines established by the Compensation Committee to ensure that such deferrals comply with all applicable requirements of the IRC for such purpose. Such deferred items may be paid in a lump sum or installments, or credited with interest (at a rate determined by the Compensation Committee) or deemed invested by us, as determined by the Compensation Committee, and, with respect to those deferred Awards denominated in the form of Class A common stock, credited with dividends or dividend equivalents, provided that no dividends or dividend equivalents shall be paid on unvested Awards granted on or after the date on which the First Amendment to the Incentive Plan was approved by our stockholders.

The Company is entitled to deduct from any payment to a Participant under the Incentive Plan the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment or may require the Participant to pay us such tax prior to and as a condition of the making of such payment. Subject to certain limitations, the Compensation Committee may allow a Participant to pay the amount of taxes required by law to be withheld from an Award by withholding any shares of Class A common stock to be paid under such Award or by permitting the Participant to deliver to us shares of Class A common stock having a Fair Market Value equal to the amount of such taxes.

No Dividends or Gross-Ups

The First Amendment to the Incentive Plan prohibited payment of dividends on unvested Awards (for Awards granted on or after the date on which the First Amendment to the Incentive Plan was approved by our stockholders) or additional withholding tax “gross-up” payments to Participants to meet excise taxes or other additional income tax liability.

Repricing Prohibited

Except for certain adjustments that the Incentive Plan contemplates, we may not, without obtaining stockholder approval, (i) amend the terms of outstanding options or stock appreciation rights to reduce the exercise price of such outstanding options or stock appreciation rights; or (ii) cancel or substitute outstanding options or stock appreciation rights in exchange for options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights.

Adjustments Upon Certain Events

In the event that there is a stock dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, or transaction or exchange of Class A common stock or other corporate exchange, or any distribution to stockholders of Class A common stock or other property or securities (other than regular cash dividends) or any transaction similar to the foregoing or other transaction that results in a change to our capital structure, the Compensation Committee shall make substitutions and/or adjustments to the maximum number of shares available for issuance under the Incentive Plan, the maximum Award payable, the number of shares to be issued pursuant to outstanding Awards, the option prices, exercise prices, or purchase prices of outstanding Awards, and/or any other affected terms of an Award or the Incentive Plan as the Compensation Committee, in its sole discretion, deems equitable or appropriate. Unless the Compensation Committee determines otherwise, in no event shall an Award that is intended to qualify as "performance-based compensation" for purposes of Section 162(m) of the IRC (to the extent that such Award remains eligible to qualify as “performance-based compensation” for purposes of Section 162(m) under applicable “grandfathering” rules relating thereto) be adjusted to the extent such adjustment would cause such Award to fail to qualify as "performance-based compensation" under Section 162(m) of the IRC (to the extent that such Award remains eligible to qualify as “performance-based compensation” for purposes of Section 162(m) under applicable “grandfathering” rules relating thereto). With the exception of the foregoing, the Compensation Committee shall not reprice any stock options and/or stock appreciation rights unless such action is approved by the Company's stockholders.

Termination and Amendment

The Compensation Committee may suspend or terminate the Incentive Plan at any time for any reason with or without prior notice. In addition, the Compensation Committee may amend the Incentive Plan, provided that it may not, without stockholder approval, adopt any amendment if stockholder approval is required, necessary, or deemed advisable with respect to tax, securities, or other applicable laws or regulations, including, but not limited to, the listing requirements of the stock exchanges on which the securities of the Company are listed. No amendment of the Incentive Plan may materially and adversely affect the rights of a Participant under any outstanding Award without the consent of that Participant. No Awards may be made under the Incentive Plan after June 1, 2030 as currently in effect, or May 1, 2033 upon adoption by the stockholders of the Third Amendment to the Incentive Plan. No amendment may materially and adversely affect any of the rights of such Participant under any Award theretofore granted to such Participant under the Plan.

Tax Status of Incentive Plan Awards

No person connected with the Incentive Plan in any capacity, including, but not limited to, the Company and its directors, officers, agents, and employees, makes any representation, commitment, or guaranty that any tax treatment, including, but not limited to, federal, state, and local income, estate, and gift tax treatment, will be applicable with respect to the tax treatment of any Award, any amounts deferred under the Incentive Plan, or paid to or for the benefit of a Participant under the Incentive Plan, or that such tax treatment will apply to or be available to a Participant on account of participation in the Incentive Plan.

Securities Act Registration

The registration with the SEC on Form S-8 of the shares of Class A common stock issuable under the Incentive Plan will be post-effectively amended on Form S-8 as soon as practicable, subject to the stockholders' approval of the Third Amendment to the Incentive Plan.

Eligible Participants

Participants in the Incentive Plan will be selected by the Compensation Committee from our executive officers, directors, employees, and consultants. Participants may be selected and Awards may be made at any time until the Incentive Plan expires pursuant to the provisions of the IRC and Treasury Regulations promulgated thereunder. As of March 29, 2023, approximately twenty-two employees, which includes eight executive officers, seven non-employee directors, and one employee of an entity we account for under the equity method were eligible to participate in our current equity compensation plans. The Incentive Plan also permits the granting of our current equity awards to eligible consultants. The number of active engagements with consultants varies from time to time, and the Compensation Committee has not historically made grants to these individuals under the Incentive Plan.

The selection of those persons within a particular class who will receive Awards is entirely within the discretion of the Compensation Committee. Only employees, however, are eligible to receive "incentive stock options" within the meaning of Section 422 of the IRC. The Compensation Committee has not determined how many people are likely to participate in the Incentive Plan over time. The Compensation Committee intends, however, to grant most of the Awards to those persons who are in a position to have a significant direct impact on our growth, profitability, and success, which would include a portion of the Participants in our current equity compensation plans.

Federal Income Tax Status of Incentive Plan Awards

The following is only a summary of the effect of federal income taxation upon us and the Participants under theIncentivePlan. It does not purport to be complete and does not discuss all of the tax consequences of a Participant’s death or the provisions of the income tax laws of any state, municipality or foreign country in which the Participants may reside.

Incentive Stock Options. A Participant is not treated as receiving taxable income upon either the grant of an incentive stock option (an “ISO”) or upon the exercise of an ISO. However, the difference between the exercise price and the fair market value on the date of exercise is an item of tax preference at the time of exercise in determining liability for the alternative minimum tax, assuming that the Class A common stock is either transferable or is not subject to a substantial risk of forfeiture under Section 83 of the Code. If at the time of exercise, the Class A common stock is both nontransferable and is subject to a substantial risk of forfeiture, the difference between the exercise price and the fair market value of the Class A common stock (determined at the time the Class A common stock becomes either transferable or not subject to a substantial risk of forfeiture) will be a tax preference item in the year in which the Class A common stock becomes either transferable or not subject to a substantial risk of forfeiture.

If Class A common stock acquired by the exercise of an ISO is not sold or otherwise disposed of within two years from the date of its grant and is held for at least one year after the date such Class A common stock is transferred to the Participant upon exercise, any gain or loss resulting from its disposition is treated as long-term capital gain or loss. If such Class A common stock is disposed of before the expiration of the above-mentioned holding periods, a “disqualifying disposition” occurs. If a disqualifying disposition occurs, the Participant realizes ordinary income in the year of the disposition in an amount equal to the difference between the fair market value of the Class A common stock on the date of exercise and the exercise price, or the selling price of the Class A common stock and the exercise price, whichever is less. The balance of the Participant’s gain on a disqualifying disposition, if any, is taxed as capital gain.

We are not entitled to any tax deduction as a result of the grant or exercise of an ISO, or on a later disposition of the Class A common stock received, except that in the event of a disqualifying disposition, we are entitled to a deduction equal to the amount of ordinary income realized by the Participant.

Non-Qualified Stock Options. A Participant does not recognize any taxable income upon the grant of a non-qualified stock option (a “NSO”), and we are not entitled to a tax deduction by reason of such grant. Upon exercise of a NSO, the Participant recognizes ordinary income generally measured by the excess of the then fair market value of the shares over the exercise price, and we are entitled to a corresponding tax deduction. Upon a disposition of shares acquired upon exercise of a NSO by the Participant, any difference between the sale price and the exercise price, to the extent not recognized as ordinary income as provided above, is treated as long-term or short-term capital gain or loss, depending on the holding period. Such subsequent disposition by the Participant has no tax consequence to us.

Stock Appreciation Rights. No income is realized by a Participant at the time a stock appreciation right is awarded, and no deduction is available to us at such time. A Participant realizes ordinary income upon the exercise of the stock appreciation right in an amount equal to the fair market value of the shares of Class A common stock received by the Participant from such exercise.

Unrestricted Stock-Based Award. Upon the grant of an unrestricted stock-based Award, a Participant will realize taxable income equal to the fair market value at such time of the shares of Class A common stock received by the Participant under such Award (less the purchase price therefor, if any).

Restricted Stock-Based Award. Upon the grant of a restricted stock-based Award, no income will be realized by a Participant (unless a Participant timely makes an election to accelerate the recognition of the income to the date of the grant), and we will not be allowed a deduction at that time. When the Award vests and is no longer subject to a substantial risk of forfeiture for income tax purposes, the Participant will realize taxable ordinary income in an amount equal to the fair market value at such time of the shares of Class A common stock received by the Participant under such Award (less the purchase price therefor, if any), and we will be entitled to a corresponding deduction at such time, subject to limitations under Sections 280G and 162(m) of the IRC (to the extent such limitations remain relevant under any applicable “grandfathering” rules relating thereto). If a Participant does make a timely election to accelerate the recognition of income, then the Participant will recognize taxable ordinary income in an amount equal to the cash and the fair market value at the time of grant of the shares of Class A common stock to be received by the Participant under such Award (less the purchase price therefor, if any), and we will be entitled to a corresponding deduction at such time, subject to limitations under Sections 280G and 162(m) of the IRC (to the extent such limitations remain relevant under any applicable “grandfathering” rules relating thereto). Participants will only be eligible to make such an election on restricted stock-based Awards that constitute an Award of “property” within the meaning of Section 83 of the Code (e.g., shares of restricted stock) as of the grant date.

Performance Units and Performance Awards. A Participant receiving a performance unit or a Performance Award will not recognize income, and we will not be allowed a deduction, at the time such Award is granted. When a Participant receives payment of a performance unit or Performance Award, the amount of the fair market value of any shares of Class A common stock received will be ordinary income to the Participant.

Effect of Deferral on Taxation of Awards. If the Compensation Committee permits a Participant to defer the receipt of payment of an Award and such Participant makes an effective election to defer the payment of the Award in accordance with the administrative guidelines established by the Compensation Committee, the Participant will not realize taxable income until the date the Participant becomes entitled to receive such payment pursuant to the terms of the deferral election, and we will not be entitled to a deduction until such time, subject to limitations under Sections 280G and 162(m) of the Code (to the extent such limitations remain relevant under any applicable “grandfathering” rules relating thereto), assuming the deferral arrangement complies with Section 409A of the Code. Any interest or dividends paid on, or capital gains resulting from, the investment by us of the amount deferred during the deferral period will be taxable to us in the year recognized. At the time the Participant becomes entitled to receive the deferred payment, the Participant will recognize taxable income in an amount equal to the actual payment to be received, including any interest or earnings credited on the amount deferred during the deferral period. Section 409A of the Code generally establishes rules that must be followed with respect to covered deferred compensation arrangements in order to avoid the imposition of an additional 20% penalty tax (plus interest) on the employee or other service provider who is entitled to receive the deferred compensation.

Limitation on Income Tax Deduction

U.S. federal income tax law generally prohibits publicly held companies from deducting compensation paid to certain executive officers that exceeds $1 million during the tax year. Historically Section 162(m) of the IRC ("Section 162(m)"), provided an exemption from the deductibility limit for certain compensation that was "performance-based" and meet various requirements as set forth under Section 162(m). The 2017 Tax Cuts and Jobs Act repealed this exemption, and now compensation paid to such executive officers in excess of $1 million in 2018 and later is no longer deductible, even if performance-based, unless it meets certain limited transition relief. While guidance has been issued on the scope of this transition relief, its application is based on interpretation and no assurance can be given as to whether Awards that are intended to qualify for the Section 162(m) exemption (as such exemption existed prior to January 1, 2018) will be deductible under the applicable transition relief guidance. We retain the ability to pay compensation that exceeds deductibility limits and believe that having flexibility to recruit, retain and motivate our employees with a compensation program that promotes long-term value creation, even though some compensation awards may not be tax-deductible, is in the best interests of our stockholders.

Incentive Plan Benefits

The following table sets forth certain information regarding grants of equity awards made under the Incentive Plan during 2022 to (i) each of the Named Executive Officers; (ii) all current executive officers of the Company as a group; (iii) all current directors who are not executive officers as a group; and (iv) all employees, including all current officers who are not executive officers, as a group. Future Awards, if any, that will be made to eligible Participants under the Incentive Plan are subject to the discretion of the Compensation Committee. Accordingly, future grants of Awards under the Incentive Plan are not determinable.

	2022⁽¹⁾
Name and Principal Position (as of December 31, 2022)	Dollar Value⁽²⁾		Number of Equity Awards
David R. Parker	$	-		-
CEO and Chairman of the Board
M. Paul Bunn	$	399,991		18,042
President and COO
Tripp Grant	$	93,740		5,514
EVP and CFO
Joey B. Hogan	$	-		-
EVP
Samuel F. Hough	$	112,511		6,617
EVP - Expedited Operations
Lynn Doster	$	112,511		6,617
EVP - Dedicated and Warehousing Operations
Executive Group	$	887,487		46,715
Non-Executive Director Group	$	524,979		26,474
Employee Group	$	1,704,007		82,350

(1)

Represents the 2022 grants that were granted at various dates during the year.

(2)

This column represents the grant date fair value of the stock awards under FASB ASC Topic 718 granted to the recipients during 2022. The fair value of the equity awards is accounted for in accordance with FASB ASC Topic 718.

Equity Compensation Plan Information

The following table provides certain information, as of December 31, 2022, with respect to our compensation plans and other arrangements under which shares of our Class A common stock are authorized for issuance. The number of shares of Class A common stock reflected in column (c) of the following table is comprised entirely of shares available for future grant under the Incentive Plan as of December 31, 2022.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining eligible for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders		1,575,667	⁽¹⁾		18.04		872,509
Equity compensation plans not approved by security holders		-			-		-
Total		1,575,667			18.04		872,509

(1)

Represents unvested restricted shares and unvested stock options granted under the 2006 Omnibus Incentive Plan, as amended. The weighted average stock price on the date of grant for outstanding restricted stock awards was $19.12, which is not reflected in column (b), because restricted stock awards do not have an exercise price. The amount in column (b) represents the weighted average exercise price of the outstanding unvested stock options.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE THIRD AMENDMENT TO THE INCENTIVE PLAN.

STOCKHOLDER PROPOSALS

Matters for Inclusion in the Proxy Materials for the 2024 Annual Meeting of Stockholders

To be eligible for inclusion in our proxy materials relating to our ~~2022~~2024 Annual Meeting of Stockholders, stockholder proposals intended to be presented at that meeting (other than proxy access nominations) must be in writing and received by us at our principal executive office on or before December ~~17, 2021.~~16, 2023. However, if the date of the ~~2022~~2024 Annual Meeting of Stockholders is more than thirty days before or after May ~~19, 2022,~~17, 2024, then the deadline for submitting any such stockholder proposal for inclusion in the proxy materials relating to the ~~2022~~2024 Annual Meeting of Stockholders will be a reasonable time before we begin to print or mail such proxy materials. The inclusion of any such stockholder proposals in such proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, including Rule 14a‑8.

~~Our Bylaws include a proxy access provision. Stockholders who meet~~

Matters for Consideration at the requirements set forth in our Bylaws may submit director nominations for inclusion in the proxy materials. Proxy access nominations for the 2022 Annual Meeting must be received by the Company no earlier than November 17, 2021 and no later than December 17, 2021. However, if the date of the 2022 Annual Meeting of Stockholders is more than thirty days before or after May 19, 2022, then the deadline for submitting any such proxy access nominations is the later of the close of business on the date that is 180 days prior to the date of the 2022 Annual Meeting of Stockholders or the tenth day following the date that such date of the 2022 Annual Meeting of Stockholders is first publicly announced or disclosed. Proxy access nominations must meet all the requirements set forth in our Bylaws.

~~In accordance with our Bylaws, a stockholder’s notice of director nominations to be considered at our 2022~~2024 Annual Meeting of Stockholders, but not ~~included~~for Inclusion in ~~our proxy materials, must be received by~~ the Company no earlier than January 19, 2022 and no later than February 18, 2022. However, if the date of the 2022 Annual Meeting of Stockholders is more than thirty days before or after May 19, 2022, then the deadline for submitting such notice is the tenth day following the day on which notice of the date of the 2022 Annual Meeting of Stockholders was mailed or public disclosure of the date of the 2022 Annual Meeting of Stockholders was made, whichever first occurs. Stockholder director nominations must meet all of the requirements set forth in our Bylaws.

Proxy Materials

We must receive in writing any stockholder proposals (other than director nominations) to be considered at our ~~2022~~2024 Annual Meeting of Stockholders, but not included in our proxy materials relating to that meeting pursuant to Rule 14a-8 under the Exchange Act, by ~~March 2, 2022.~~February 29, 2024. However, if the date of the ~~2022~~2024 Annual Meeting of Stockholders is more than thirty days before or after May ~~19, 2022,~~17, 2024, then the deadline for submitting any such stockholder proposal will be a reasonable time before we mail the proxy materials relating to such meeting. Under Rule 14a-4(c)(1) of the Exchange Act, the proxy holders designated by an executed proxy in the form accompanying our Proxy Statement for our next annual meeting will have discretionary authority to vote on any stockholder proposal that is not received on or prior to the deadline described above.

Nominations of Individuals for Election as Directors at the 2024 Annual Meeting of Stockholders Using Proxy Access

Our Bylaws include a proxy access provision. Stockholders who meet the requirements set forth in our Bylaws may submit director nominations for inclusion in the proxy materials. Proxy access nominations for the 2024 Annual Meeting must be received by the Company no earlier than November 16, 2023 and no later than December 16, 2023. However, if the date of the 2024 Annual Meeting of Stockholders is more than thirty days before or after May 17, 2024, then the deadline for submitting any such proxy access nominations is the later of the close of business on the date that is 180 days prior to the date of the 2024 Annual Meeting of Stockholders or the tenth day following the date that such date of the 2024 Annual Meeting of Stockholders is first publicly announced or disclosed. Proxy access nominations must meet all the requirements set forth in our Bylaws.

Nominations of Individuals for Election as Directors at the 2024 Annual Meeting of Stockholders (other than through Proxy Access)

In accordance with our Bylaws, a stockholder’s notice of director nominations to be considered at our 2024 Annual Meeting of Stockholders, but not included in our proxy materials, must be received by the Company no earlier than January 18, 2024 and no later than February 17, 2024. However, if the date of the 2024 Annual Meeting of Stockholders is more than thirty days before or after May 17, 2024, then the deadline for submitting such notice is the tenth day following the day on which notice of the date of the 2024 Annual Meeting of Stockholders was mailed or public disclosure of the date of the 2024 Annual Meeting of Stockholders was made, whichever first occurs. Stockholder director nominations must meet all of the requirements set forth in our Bylaws.

Any notice of director nomination submitted to the Company other than through proxy access must include the additional information required by Rule 14a-19(b) under the Exchange Act.

Written copies of all stockholder proposals (including proxy access nominations) should be addressed and sent to ~~Joey Hogan,~~M. Paul Bunn, President; 400 Birmingham Highway; Chattanooga, Tennessee 37419. Stockholder proposals must comply with the rules and regulations of the SEC.

~~Table of Contents~~

OTHER MATTERS

As of the mailing date of this Proxy Statement, the Board does not intend to present at the Annual Meeting any matters other than those described herein and does not presently know of any matters that will be presented by other parties. As to other business (if any) that may properly be brought before the Annual Meeting, we intend that proxies solicited by the Board will be voted in accordance with the best judgment of those voting the proxies.

	Covenant Logistics Group, Inc.
	~~/s/ David R. Parker~~
	David R. Parker
	Chairman of the Board
April ~~16, 2021~~14, 2023

APPENDIX A

THIRD AMENDMENT TO THE COVENANT LOGISTICS GROUP, INC. THIRD AMENDED AND RESTATED 2006 OMNIBUS INCENTIVE PLAN

This Amendment (the "Third Amendment") to the Covenant Logistics Group, Inc. Third Amended and Restated 2006 Omnibus Incentive Plan is made and adopted by Covenant Logistics Group, Inc. (the "Company"). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended by the First Amendment to the Third Amended and Restated 2006 Omnibus Incentive Plan and Second Amendment to the Third Amended and Restated 2006 Omnibus Plan (the “Plan”).

WHEREAS, the Company has adopted the Plan for the benefit of employees, directors, and other eligible participants;

WHEREAS, the Plan is administered by the Compensation Committee of the Board of Directors of the Company (the "Committee");

WHEREAS, Section 16.4 of the Plan provides that the Committee may amend the Plan from time to time, subject to the approval of the Company's stockholders as required under applicable laws or regulations;

WHEREAS, the number of shares of Common Stock of the Company available for issuance under the Plan is no longer sufficient to fulfill the objectives of the Plan; and

WHEREAS, the Committee desires to further amend the Plan through this Third Amendment to (i) increase by 575,000 the number of shares available for issuance pursuant to the Plan, (ii) to re-set the Term of the Plan to expire on May 1, 2033 with respect to the ability to grant new Awards, and (iii) make such other miscellaneous administrative and conforming changes as necessary;

RESOLVED, that the Committee hereby amends the Plan as follows, with deletions shown as bold strikethroughs and additions shown as bold underlines:

Section 1.2 of the Plan is hereby amended in its entirety as follows:

Section 1.2. Background and Effective Date. The Plan was initially adopted by the Board of Directors on April 12, 2006, and became effective on May 23, 2006, the date of the approval by the Company's stockholders at the 2006 Annual Meeting of Stockholders. The Plan was amended and restated by the Committee on March 31, 2009 (the "First Amended and Restated Plan") to: (i) provide that the maximum aggregate number of shares of Common Stock available for the grant of Awards under the Plan from and after the First Amended and Restated Plan Effective Date (as defined below) shall not exceed 700,000, (ii) provide that any shares of Common Stock reserved for issuance under the Predecessor Plans in excess of the number of shares of Common Stock as to which Awards have been awarded thereunder shall not be available for issuance under the Plan, (iii) provide that any shares of Common Stock related to Awards granted under the Predecessor Plans or the Plan prior to the First Amended and Restated Plan Effective Date that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, are settled in cash in lieu of Common Stock, or are exchanged with the Committee’s permission for Awards not involving Common Stock, shall not be available for issuance or reissuance under the Plan, and (iv) make such other miscellaneous administrative and conforming changes as necessary. The First Amended and Restated Plan was effective on May 5, 2009, the date of the approval by the Company's stockholders at the 2009 Annual Meeting of the Stockholders (the "First Amended and Restated Plan Effective Date").

On March 31, 2011, the Committee adopted a second amendment and restatement to the Plan (the "Second Amended and Restated Plan") to: (i) provide that the maximum aggregate number of shares of Common Stock available for the grant of Awards under the Plan from and after the Second Amended and Restated Plan Effective Date (as defined below) shall not exceed 800,000, (ii) provide that any shares of Common Stock reserved for issuance under the Predecessor Plans or the First Amended and Restated Plan in excess of the number of shares of Common Stock as to which Awards have been awarded thereunder shall not be available for issuance under the Plan, (iii) re-set the Term of the Plan to expire on March 31, 2021, with respect to the ability to grant new Awards, and (iv) make such other miscellaneous administrative and conforming changes as necessary. The Second Amended and Restated Plan was effective on May 18, 2011, the date of approval by the Company's stockholders at the 2011 Annual Meeting of Stockholders (the "Second Amended and Restated Plan Effective Date").

On February 21, 2013, the Committee adopted a third amendment and restatement to the Plan (the "Third Amended and Restated Plan") to: (i) provide that the maximum aggregate number of shares of Common Stock available for the grant of Awards under the Plan from and after the Third Amended and Restated Plan Effective Date (as defined below) shall not exceed 750,000 plus the 800,000 shares of Common Stock previously made available under the Second Amended and Restated Plan, plus any of such shares that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of shares, are settled in cash in lieu of Common Stock, or are exchanged with the Committee's permission for Awards not involving Common Stock, (ii) provide that any shares of Common Stock reserved for issuance under the Predecessor Plans, excluding the 800,000 shares reserved for issuance under the Second Amended and Restated Plan, in excess of the number of shares of Common Stock as to which Awards have been awarded thereunder shall not be available for issuance under the Plan, (iii) re-set the Term of the Plan to expire on March 31, 2023, with respect to the ability to grant new Awards, and (iv) make such other miscellaneous administrative and conforming changes as necessary. The third amendment and restatement was effective on May 29, 2013, the date of approval by the Company's stockholders at the 2013 Annual Meeting of Stockholders (the "Third Amended and Restated Plan Effective Date").

On March 14, 2019, the Committee adopted a first amendment to the Plan (the "First Amendment") to: (i) provide that the maximum aggregate number of shares of Common Stock available for the grant of Awards under the Plan from and after the First Amendment Effective Date (as defined below) shall not exceed 750,000 plus any remaining amount of the 750,000 shares of Common Stock previously made available under the Third Amended and Restated Plan as remain or become available for grant pursuant to the terms of the Plan, (ii) re-set the Term of the Plan to expire on March 31, 2029 with respect to the ability to grant new Awards, (iii) make changes to comply with certain stockholder advisory group guidelines and best practices, (iv) make technical updates related to Section 162(m) of the Code in light of the 2017 Tax Cuts and Jobs Act, and (v) make such other miscellaneous, administrative and conforming changes as necessary. This First Amendment was effective on May 8, 2019, the date of the approval by the Company’s stockholders at the 2019 Annual Meeting of Stockholders (the "First Amendment Effective Date").

On May 5, 2020, the Committee adopted a second amendment to the Plan (the "Second Amendment") to: (i) provide that the maximum aggregate number of shares of Common Stock available for the grant of Awards under the Plan from and after the Second Amendment Effective Date (as defined below) shall not exceed 1,900,000 plus any remaining amount of the 750,000 shares of Common Stock previously made available under the First Amendment and any remaining amount of the 750,000 shares of Common Stock previously made available under the Third Amended and Restated Plan, in each case, as remain or become available for grant pursuant to the terms of the Plan, (ii) add a fungible share reserve feature, (iii) re-set the Term of the Plan to expire on May 1, 2030 with respect to the ability to grant new Awards, (iv) make changes to comply with certain stockholder advisory group guidelines and best practices, and (v) make such other miscellaneous, administrative and conforming changes as necessary. This Second Amendment will becomewas effective uponon July 1, 2020 the date of the approval by the Company’s stockholders at the 2020 Annual Meeting of Stockholders (the "Second Amendment Effective Date"). If stockholder approval of this amendment is not obtained at the 2020 Annual Meeting of Stockholders, the Third Amended and Restated Plan, as amended by the First Amendment, will remain in full force and effect.

On February 14, 2023, the Committee adopted a third amendment to the Plan (the "Third Amendment") to: (i) provide that the maximum aggregate number of shares of Common Stock available for the grant of Awards under the Plan from and after the Third Amendment Effective Date (as defined below) shall not exceed 575,000 plus any remaining amount of the 1,900,000 shares of Common Stock previously made available under the Second Amendment, plus any remaining amount of the 750,000 shares of Common Stock previously made available under the First Amendment, and any remaining amount of the 750,000 shares of Common Stock previously made available under the Third Amended and Restated Plan, in each case, as remain or become available for grant pursuant to the terms of the Plan, (ii) re-set the Term of the Plan to expire on May 1, 2033 with respect to the ability to grant new Awards, and (iii) make such other miscellaneous, administrative and conforming changes as necessary. This Third Amendment will become effective upon the date of the approval by the Company’s stockholders at the 2023 Annual Meeting of Stockholders (the "Third Amendment Effective Date"). If stockholder approval of this amendment is not obtained at the 2023 Annual Meeting of Stockholders, the Third Amended and Restated Plan, as amended by the Second Amendment, will remain in full force and effect.

Section 2.1(j) of the Plan is hereby amended in its entirety as follows:

(j) "Company" means Covenant TransportationLogistics Group, Inc., a Nevada corporation, and its Subsidiaries.

Section 2.1(ff) of the Plan is hereby amended in its entirety as follows:

(ff) "Term" means the term during which new Awards may be granted under the Plan, which shall be, (i) if stockholder approval of this Second Amendment is obtained at the 2020Third Amendment is obtained at the 2023 Annual Meeting of Stockholders, the Third Amendment Effective Date until the Plan expires on May 1, 2033, or (ii) if stockholder approval of this Third Amendment is not obtained at the 2023 Annual Meeting of Stockholders, the Second Amendment Effective Date until the Plan expires on June 1, 2030, or (ii) if stockholder approval of this Second Amendment is not obtained at the 2020 Annual Meeting of Stockholders, the First Amendment Effective Date until the Plan expires on March 31, 2029.

Section 6.1 of the Plan is hereby amended in its entirety as follows:

Section 6.1. Available Shares. The maximum aggregate number of shares of Common Stock which shall be available for the grant of Awards under the Plan from and after the SecondThirdAmendment Effective Date (including incentive stock options) until the end of the Plan's Term shall not exceed 575,000 shares plus any remaining amount of the 1,900,000 shares of Common Stock previously reserved under the Second Amendment, plus any remaining amount of the 750,000 shares of Common Stock previously reserved under the First Amendment, and any remaining amount of the 750,000 shares of Common Stock previously reserved under the Third Amended and Restated Plan, in each case, as remain or become available for grant pursuant to the terms of the Plan, less one (1) share for every one (1) share that is subject to a stock option or SAR granted under the Plan on or after the Second Amendment Effective Date and less 1.8 shares for every one (1) share that is subject to an Award other than a stock option or SAR granted under the Plan on or after the Second Amendment Effective Date (the "Share Reserve"). Any shares of Common Stock that are subject to stock options or SARs granted on or after the Second Amendment Effective Date will be counted against the Share Reserve as one (1) share for every one (1) share granted, and any shares of Common Stock that are subject to Awards other than stock options or SARs granted on or after the Second Amendment Effective Date will be counted against the Share Reserve as 1.8 shares for every one (1) share granted. The Share Reserve shall be subject to adjustment as provided in Section 6.2. Any shares of Common Stock related to Awards that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, are settled in cash in lieu of Common Stock, or are exchanged with the Committee’s permission for Awards not involving Common Stock (collectively, "Terminated Shares") shall be available again for grant under the Plan to the extent such Terminated Shares relate to Awards granted on or after the SecondThird Amendment Effective Date or relate to the 1,900,000 shares previously reserved under the Second Amendment, the 750,000 shares previously reserved under the First Amendment, or the 750,000 shares previously reserved under the Third Amended and Restated Plan, provided that such Terminated Shares shall be added back into the Share Reserve at the following rate: (i) one (1) share for every one (1) Terminated Share subject to stock options or SARs, and (ii) 1.8 shares for every one (1) Terminated Share subject to an Award other than a stock option or SAR. Notwithstanding anything contained in this Plan to the contrary, the following shares shall not become available for issuance under the Plan: (a) shares tendered by Participants as full or partial payment to the Company upon exercise of stock options granted under this Plan; (b) shares reserved for issuance upon the grant of SARs, to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the SARs; (c) shares withheld by, or otherwise remitted to, the Company to satisfy a Participant’s tax withholding obligations upon the lapse of restrictions on restricted stock or the exercise of stock options or SARs granted under the Plan or upon any other payment or issuance of shares under the Plan; (d) shares that were reserved for issuance under the Predecessor Plans; and (e) shares that are related to Awards granted under the Predecessor Plans that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, are settled in cash in lieu of Common Stock, or are exchanged with the Committee’s permission for Awards not involving Common Stock. The shares of Common Stock available for issuance under the Plan may be authorized and unissued shares or treasury shares, including shares purchased in open market or private transactions. For the purpose of computing the total number of shares of Common Stock granted under the Plan, where one or more types of Awards, both of which are payable in shares of Common Stock, are granted in tandem with each other such that the exercise of one type of Award with respect to a number of shares cancels an equal number of shares of the other, the number of shares granted under both Awards shall be deemed to be equivalent to the number of shares under one of the Awards.

Section 6.4 of the Plan is hereby amended in its entirety as follows:

Section 6.4. Vesting. Notwithstanding any provision contained in the Plan to the contrary, and except for the five percent (5%) of the Share Reserve on the SecondThird Amendment Effective Date that will be available for issuance under the Plan with no minimum vesting requirements, any Award granted on or after the Second Amendment Effective Date shall not vest in a period of less than twelve (12) months from the Grant Date of such Award.

Except as expressly amended hereby, all provisions of the Plan shall remain unmodified and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms.

This Third Amendment shall be and hereby is incorporated in and forms a part of the Plan.

This Third Amendment is contingent upon and shall have no force or effect until such time as it is approved by the stockholders of the Company.

Covenant Vote Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by May 17, 2023 at 1:00 A.M., ~~EDT, on May 19, 2021.~~EDT. Online Go to www.investorvote.com/CVLG or scan the QR code —– login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/CVLG Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. ~~Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/CVLG~~ Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 4 and 5 and for 1 YEAR on Proposal 3. 1. Election of Directors: 01 – David R. Parker 02 – ~~Robert E. Bosworth~~Benjamin S. Carson, Sr. 03 – Joey B. Hogan 04 – D. Michael Kramer 0405 – Bradley A. Moline 0506 – Rachel Parker-Hatchett 0607- Tracy Rosser 08 – Herbert J. Schmidt 0709 – W. Miller Welborn Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees ~~01 02 03 04 05 06 07~~ For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. ~~For Against Abstain~~01 02 03 04 05 06 07 08 09 2. Advisory and non-binding vote to approve Named Executive Officer compensation. For Against Abstain 3. Advisory and non-binding vote on the frequency of future advisory and non-binding votes on Named Executive Officer compensation. 1 Year 2 Years 3 Years Abstain 4. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for ~~2021.~~2023. 5. Approval of the Third Amendment to our Third Amended and Restated 2006 Omnibus Incentive Plan. For Against Abstain B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign below exactly as your name appears above at the upper left. When shares are held by joint tenants, both shall sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The Annual Report and Proxy Statement are available at www.edocumentview.com/CVLG Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CVLG IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ~~ENVELOPE~~ENVELOPE. Proxy — COVENANT LOGISTICS GROUP, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ~~May 19, 2021~~MAY 17, 2023 Solicited on Behalf of the Board of Directors of the Company The undersigned holder(s) of Class A and/or Class B common stock (individually or together referred to as “Common Stock”) of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), hereby appoint(s) David R. Parker and ~~Joey B. Hogan,~~M. Paul Bunn, and each or any of them, attorneys and proxies of the undersigned, with full power of substitution, to vote all of the Common Stock that the undersigned is (are) entitled to vote at the Annual Meeting of Stockholders of the Company (the ~~“2021~~“2023 Annual Meeting”) to be held ~~by teleconference only,~~at the Company's Corporate Headquarters at 400 Birmingham Highway, Chattanooga, Tennessee 37419, on Wednesday, May ~~19, 2021,~~17, 2023, at 10:00 A.M. Eastern Daylight Time, and at any adjournment thereof. The undersigned may call into the 2021 Annual Meeting by dialing 1-310-372-7549 and entering participant code 124676, beginning at 9:45 a.m., up until the start time of 10:00 a.m. Eastern Daylight Time. The undersigned should be prepared to provide their name and personal identification number. The undersigned acknowledges receipt of the Notice and Proxy Statement for the ~~2021~~2023 Annual Meeting and the Annual Report to Stockholders for the year ended December 31, ~~2020.~~2022. A vote FOR Proposals 1, 2, 4 and 5 and for every 1 YEAR for Proposal 3 is recommended by the Board of Directors of the Company. When properly executed, this proxy will be voted in the manner directed by the undersigned stockholder(s). If no direction is given, this proxy will be voted FOR Proposals 1, 2, 4 and 5 and for 1 YEAR on Proposal 3 and, at the discretion of the proxy holder, upon such other matters as may properly come before the meeting or any adjournment thereof. PLEASE SIGN, DATE, AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. If you vote by telephone or over the Internet, do not mail your proxy card. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE) C Non-Voting Items Change of Address — Please print new address below.

~~[ ]~~ ☐	Preliminary Proxy Statement
~~[ ]~~☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
~~[X]~~☒	Definitive Proxy Statement
~~[ ]~~☐	Definitive Additional Materials
~~[ ]~~☐	Soliciting Material Pursuant to § 240.14a-12

~~[X]~~ ☒	No fee required
~~[ ]~~ ☐	Fee paid previously with preliminary materials.
☐	Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

~~(1)~~	~~Title of each class of securities to which transaction applies:~~	~~N/A~~
~~(2)~~	~~Aggregate number of securities to which transaction applies:~~	~~N/A~~
~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~	~~N/A~~
~~(4)~~	~~Proposed maximum aggregate value of transaction:~~	~~N/A~~
~~(5)~~	~~Total fee paid:~~	~~N/A~~

~~(1)~~	~~Amount previously paid:~~	~~N/A~~
~~(2)~~	~~Form, Schedule or Registration Statement No.:~~	~~N/A~~
~~(3)~~	~~Filing Party:~~	~~N/A~~
~~(4)~~	~~Date Filed:~~	~~N/A~~

OUR ENTERPRISE-WIDE DIVERSITY GOALS
Workforce Diversity recruit from a diverse, qualified group of candidates to increase the diversity of thinking and perspective	Sustainability and Accountability identify and breakdown systemic barriers to full inclusion by embedding diversity and inclusion in policies and practices and equipping leaders with the ability to manage diversity and be accountable for the results	Workplace Inclusion foster a culture that encourages collaboration, flexibility and fairness to enable all team members to contribute to their potential and increase retention

•	~~Beginning at 9:45 a.m., up until the start time 10:00 a.m. Eastern Daylight Time, dial 310-372-7549 (participant code 124676) and request to join the Covenant Annual Meeting of Stockholders.~~

•	~~Stockholders should be prepared to provide their name and personal identification number (personal identification number is the Control Number as provided in the voting material).~~

1.	1.	To consider and act upon a proposal to elect ~~seven (7)~~nine (9) directors;

2.	2.	To consider and act upon an advisory and non-binding vote on executive compensation;

3.	3.	To consider and act upon an advisory and non-binding vote on the frequency of future advisory and non-binding votes on executive officer compensation;

	4.	To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for ~~2021; and~~2023;

4.	5.	To consider and act upon the Third Amendment to the Covenant Logistics Group, Inc. Third Amended and Restated 2006 Omnibus Incentive Plan (the “Third Amendment to the Incentive Plan”); and

	6.	To consider and act upon such other matters as may properly come before the meeting and any adjournment thereof. *

	By Order of the Board of Directors,

	~~/s/~~ David R. Parker
	~~David R. Parker~~
	Chairman of the Board

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

~~KEY FEATURES OF EXECUTIVE COMPENSATION PROGRAM~~
~~The Company adheres to the following practices and policies with respect to our executive compensation programs:~~ ~~✔ Conservative pay policy with total Named Executive Officer and director compensation positioned below the median~~ ~~✔ 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 ✔ No excessive perquisites for executives ✔ 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 equity awards beginning for awards granted in 2020 and~~ for severance benefits. Additionally, equity awards granted under the Incentive Plan after adoption of the Second Amendment to the Incentive Plan in July 2020 are required to have a double trigger change in control ✔ No discretion under the Incentive Plan for the Compensation Committee to accelerate vesting, except in cases involving death or disability ✔ No cash vehicle allowance or company-provided cars ~~effective starting 2021~~ ✔ Clawback policy		~~Salary~~ ~~reductions~~ Conservative pay policy with total Named Executive Officer compensation positioned below the median. Our Named Executive Officers could participate in the 2022 bonus program with performance targets designed to further align pay and performance. Additional restricted stock grants were made to certain Named Executive Officers and our directors as part of ~~between 5%~~our continued focus to incentivize and ~~19%~~ ~~for~~reward performance.

GENERAL INFORMATION	1
Voting by Proxy	1
Record Date and Voting Rights	2
Required Vote	2 3
Quorum Requirement	3 4
Voting Instructions	3 4
Right to Attend Annual Meeting; Revocation of Proxy	3 4
Costs of Solicitation	3 4
Annual Report	3 4
Important Information to Read with This Proxy Statement	4 5
PROPOSAL 1 – ELECTION OF DIRECTORS	4 5
Nominees for Directorships	4 5
~~CORPORATE GOVERNANCE~~ Board Skills Matrix	7 5
Board Diversity Matrix	6
CORPORATE GOVERNANCE	9
The Board of Directors and Its Committees	7 9
Board of Directors	7 9
Committees of the Board of Directors	10 12
The Audit Committee	10 12
Report of the Audit Committee	11 13
The Compensation Committee	11 14
Report of the Compensation Committee	12 15
Compensation Committee Interlocks and Insider Participation	12 15
The Nominating and Corporate Governance Committee	13 15
The Risk Committee	17
Our Executive Officers	15 18
Delinquent Section 16(a) Reports	16 19
Code of Conduct and Ethics	16 19
EXECUTIVE COMPENSATION	17 19
Compensation Discussion and Analysis	17 19
Executive Summary	17 19
Key Features of Executive Compensation Program	17 20
Named Executive Officers	18 20
Overview and Philosophy of Compensation	18 21
Elements of Compensation	19 21
Compensation Determination Process	19 21
Base Salary	20 22
Incentive Compensation	20 23
Long-Term Incentives	20 23
Performance-Based Annual Cash Bonuses	21 23
Other Compensation	22 24
Employee Benefits	22 24
Compensation Paid to Our Named Executive Officers	22 24
Compensation Paid to Our Chief Executive Officer	22 24
Compensation Paid to Our Other Named Executive Officers	22 25
~~2020~~ 2022 Senior Executive Bonus Program	24 26
~~June 2020~~ AAT Bonus Program	28
May 2022 Restricted Stock Grants	25 28
~~November 2020 Option Grants~~	26
Restricted Stock and Option Results Based on ~~2020~~2022 Performance	26 29
~~Separation Agreement~~	26
Compensation Decisions with Respect to ~~2021~~ 2023	27 29
Benchmarking Compensation	28 30
Other Policies and Considerations	28 30
Risk Considerations Regarding Compensation	28 30
Potential Payments Upon Termination or Change in Control	29 31
Consideration of Say-on-Pay Vote Results	31 32
Summary Compensation Table	32 33
All Other Compensation Table	33 34

Narrative to Grants of Plan-Based Awards Table	34 35
~~Stock Vested Table~~	35
Outstanding Equity Awards at Year-End Table	36
Options Exercised and Stock Vested Table	37
Nonqualified Deferred Compensation Table	38
Pay Ratio Disclosure	37 38
~~Director Compensation~~ Pay Versus Performance	38 39
Director Compensation	43
Narrative to Director Compensation	38 43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	38 44
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	42 46
PROPOSAL 2 – ADVISORY AND NON-BINDING RESOLUTION ON EXECUTIVE COMPENSATION	42 46
PROPOSAL 3 – ADVISORY AND NON-BINDING VOTE ON THE FREQUENCY OF FUTURE ADVISORY AND NON-BINDING VOTES ON EXECUTIVE OFFICER COMPENSATION	48
RELATIONSHIPS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	44 49
~~Change In Auditor~~	44
Principal Accountant Fees and Services	45 49
PROPOSAL 34 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	45 49
~~STOCKHOLDER PROPOSALS~~ PROPOSAL 5 – APPROVAL OF THE THIRD AMENDMENT TO THE INCENTIVE PLAN	46 50
STOCKHOLDER PROPOSALS	62
OTHER MATTERS	47 64
APPENDIX A	65

“~~FOR”~~FOR” Proposal 1:	The election of the ~~seven (7)~~nine (9) director nominees named below.

“~~FOR”~~FOR” Proposal 2:	Advisory and non-binding vote to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

“~~FOR”~~ONE YEAR” Regarding Proposal 3:	Advisory and non-binding vote on the frequency of future advisory and non-binding votes on executive officer compensation.

“FOR” Proposal 4:	Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, ~~2021.~~2023.

“FOR” Proposal 5:	Approval of the Third Amendment to the Incentive Plan.

Proposal Number	Description	Board Recommendation	Vote Required for Approval	Effect of Abstentions⁽²⁾	Effect of Broker ~~Non-Vote~~Non- Vote⁽³⁾
1	Election of directors	FOR	Plurality of votes cast⁽¹⁾	No effect	No effect
2	Advisory and non-binding vote to approve ~~Named Executive Officer~~executive officer compensation	FOR	Majority of the voting power of the shares of Class A and Class B common stock represented at the meeting and entitled to vote, voting together as a single class	Same effect as a vote “Against”	No effect
3	~~Ratification~~ Advisory and non-binding vote on the frequency of ~~the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2021~~future advisory and non-binding votes on Executive Officer compensation	~~FOR~~ ONE YEAR	Majority of the voting power of the shares of Class A and Class B common stock represented at the meeting and entitled to vote, voting together as a single class⁽⁴⁾	Same effect as a vote “Against”	No effect
4	Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023	FOR	Majority of the voting power of the shares of Class A and Class B common stock represented at the meeting and entitled to vote, voting together as a single class	Same effect as a vote “Against”	Discretionary vote of broker

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

	What We Do
✔	Lead Independent Director appointed
✔	Proxy access
✔	Corporate governance guidelines
✔	~~All committees~~ Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee comprised solely of independent directors, and a majority independent Risk Committee
✔	~~Two-thirds~~ Over two-thirds of the Board is currently comprised of independent directors, and two-thirds of our nominees qualify as independent directors
✔	Limitation on number of outside public boards
✔	Three 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 ~~CEO~~ written assessment of the CEO by the Board, facilitated through outside counsel
✔	Annual enterprise risk assessment
✔	Director orientation
✔	Independent ~~Nominating~~Audit Committee oversees information security and cybersecurity

Named Executive Officer	Market Condition Options	Performance Condition Options
M. Paul Bunn	45,072	135,216
Samuel F. Hough	15,024	45,072

Name	Year	Perquisites and Other Personal Benefits ($)	Total ($)
David R. Parker	2020	106,495⁽¹⁾	106,495
Joey B. Hogan	2020	24,093⁽²⁾	24,093
M. Paul Bunn	2020	19,172⁽²⁾	19,172
Samuel F. Hough	2020	20,894⁽²⁾	20,894
John A. Tweed	2020	109,376⁽³⁾	109,376
Richard B. Cribbs	2020	592,169⁽⁴⁾	592,169

2020 STOCK VESTED TABLE
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting⁽¹⁾ ($)
David R. Parker	9,071	134,342
Joey B. Hogan	7,558	111,934
M. Paul Bunn	2,268	33,589
Samuel F. Hough	4,234	62,706
John A. Tweed	3,750	52,313
Richard B. Cribbs	-	-

Name	Fees Earned or Paid in Cash⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	Total ($)
Robert E. Bosworth	68,781	74,998	143,779
D. Michael Kramer	25,500	74,998	100,498
Bradley A. Moline	52,188	74,998	127,185
Rachel Parker-Hatchett	21,250	74,998	96,248
Herbert J. Schmidt	46,500	74,998	121,498
W. Miller Welborn	55,469	74,998	130,467
William T. Alt⁽³⁾	28,906	-	28,906

	2020	2019
Audit Fees⁽¹⁾	$594,135	$714,975
Audit-Related Fees⁽²⁾	-	-
Tax Fees⁽³⁾	-	-
All Other Fees⁽⁴⁾	-	-
Total	$594,135	$714,975