Mr. Cribbs resigned on September 15, 2020, therefore he did not receive any payoutNamed Executive Officer | | Payout | |
David R. Parker | | $ | 502,944 | |
M. Paul Bunn | | $ | 328,133 | |
Tripp Grant | | $ | 140,689 | |
Samuel F. Hough | | $ | 172,295 | |
Lynn Doster | | $ | 194,529 | |
Lew Thompson & Son Bonus Plan
In April 2023, the Company acquired Lew Thompson & Son, a dedicated contract carrier specializing in poultry feed and live haul transportation in Northwest Arkansas and surrounding areas. In May 2023, the Compensation Committee approved the Lew Thompson & Son Bonus Plan, to incentivize certain members of management, including Messrs. Parker, Bunn, and Grant and Ms. Doster, to achieve certain financial goals related to Lew Thompson & Son. Achievement under the 2020Lew Thompson & Son Bonus Plan.Plan is based on four targets (collectively, the “LT Targets”) related to adjusted EBITDA from all poultry related business (“Poultry EBITDA”). LT Target 1 is Poultry EBITDA greater than $23.5 million for fiscal year 2024. LT Target 2 is Poultry EBITDA greater than $25.5 million for fiscal year 2025. LT Target 3 is Poultry EBITDA greater than $27.5 million for fiscal year 2026. If LT Targets 1, 2, and/or 3 are not achieved, there is a catch-up provision that would allow the unattained LT Target 1, 2, and/or 3 to be earned if the cumulative Poultry EBITDA for fiscal years 2024 through 2026 is greater than $76.5 million. LT Target 4 can be achieved by either (i) Poultry EBITDA for fiscal year 2026 of greater than $30 million or (ii) cumulative Poultry EBITDA of greater than $80 million for fiscal years 2024 through 2026. The Compensation Committee set the LT Targets to incentivize growth and profitability of the acquired Lew Thompson & Son business with a plan design that rewarded additional Poultry EBITDA with additional vesting. Further, performance attainment of LT Target 1, 2, 3, and 4 include a one-year retention vesting requirement from the performance attainment date to incentivize key management retention. With respect to LT Targets 1, 2, and 3, the participants received an aggregate award equivalent to the following amounts:
Named Executive Officer | | Award Equivalent Amount | |
David R. Parker | | $ | 300,000 | |
M. Paul Bunn | | $ | 300,000 | |
Tripp Grant | | $ | 150,000 | |
Lynn Doster | | $ | 75,000 | |
For LT Targets 1, 2, and 3, the awards for Mr. Parker and Ms. Doster were in cash, while the awards for Messrs. Bunn and Grant were in restricted shares equivalent to the listed amount. One-third of the awards may be earned for achievement of each of LT Targets 1, 2, and 3. Furthermore, the participants may earn an additional cash bonus subject to achievement of LT Target 4, as follows:
Named Executive Officer | | Award Equivalent Amount | |
David R. Parker | | $ | 200,000 | |
M. Paul Bunn | | $ | 200,000 | |
Tripp Grant | | $ | 100,000 | |
Lynn Doster | | $ | 50,000 | |
Awards under the Lew Thompson & Son Bonus Plan are subject to customary termination, forfeiture, and acceleration provisions.
June 2020 Restricted Stock Grants
2023 Long-Term Incentive PlanOn June 5, 2020,May 17, 2023, the Compensation Committee approved a grantlong-term incentive plan (the “2023 Long-Term Incentive Plan”) in which the Named Executive Officers received an aggregate award equivalent to the following amounts:
Named Executive Officer | | Award Equivalent Amount | |
David R. Parker | | $ | 1,000,000 | |
M. Paul Bunn | | $ | 600,000 | |
Tripp Grant | | $ | 250,000 | |
Samuel F. Hough | | $ | 200,000 | |
Lynn Doster | | $ | 200,000 | |
These participants received restricted shares equivalent to the listed amount, except the Compensation Committee decided to issue Mr. Parker’s award in cash given his significant stock holdings that align with stockholder value creation. The awards may be earned as follows: (A) 25% upon the Company’s attainment of 10,000 sharesa three-year cumulative Adjusted EPS of Class A restricted stock to Mr. Bunn and a grant of 100,000 shares of Class A restricted stock to Mr. Tweed (collectively,$13.50 for the “June 2020 Restricted Stock Grants”), in recognition of their promotions in April 2020. One-half of the shares vest onperformance period ended December 31, 2023, subject to continuous employment2026, (B) 25% upon the Company’s attainment of a three-year cumulative Adjusted EPS of $14.25 for the performance period ended December 31, 2026, (C) 25% for continued service through December 31, 2023, provided that if Mr. Bunn or Mr. Tweed is terminated2024, and (D) 25% for any reason other than Cause (as defined in their respective Severance Agreement) after July 1, 2021, but beforecontinued service through December 31, 2023, then one-half2025. Furthermore, the participants may earn an additional cash bonus subject to achievement of his shares will vest ona three-year cumulative Adjusted EPS goal for the date of such termination. The other one-halfperformance period ended December 31, 2026, which is in excess of the shares would vest upongoals in (A) and (B) as follows:
Named Executive Officer | | Award Equivalent Amount | |
David R. Parker | | $ | 500,000 | |
M. Paul Bunn | | $ | 300,000 | |
Tripp Grant | | $ | 125,000 | |
Samuel F. Hough | | $ | 100,000 | |
Lynn Doster | | $ | 100,000 | |
Awards under the closing price of our Class A common stock exceeding $15.00 per share 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”),Long-Term Incentive Plan are subject to continuous employment through the vesting date. The 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.
November 2020 Option Grantscustomary termination, forfeiture, and acceleration provisions.
On November 11, 2020,Hogan Retirement AgreementIn May 2023, the Compensation Committee approved grantsthe Retirement Agreement in recognition of Mr. Hogan’s 25 years of service as an employee and officer of the Company. Mr. Hogan retired as an employee and officer of the Company effective June 30, 2023, and was elected as a member of the Board at the 2023 Annual Meeting of stockholders of the Company.
Under the Retirement Agreement, Mr. Hogan will receive aggregate cash payments of $930,000, of which $680,000 was paid in June 2023, $150,000 was paid in January 2024, and $100,000 will be paid in five annual installments, the first of which was paid in February 2024. Pursuant to the Retirement Agreement, Mr. Hogan became ineligible to receive any payouts under the AAT Bonus Program and the 2023 Senior Executive Bonus Program. Additionally, as long as Mr. Hogan remained a member of the Board, his unvested equity awards granted prior to his retirement would continue to be eligible to vest according to their existing terms. In connection with the Retirement Agreement, Mr. Hogan also agreed to certain restrictive covenants, the term of which will extend to the later of three years post-employment or one year after his service on the Board ends.
Restricted Stock and Option Results Based on 2023 Performance
Market Condition Options
In April 2021, the Compensation Committee granted performance-based options to purchase the Company’s Class A common stock (“Options”) to certain of the Company’s management team, including Messrs. Parker and 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 vestsubject to vesting if the closing price of the Company’s Class A Common Stock
exceedsexceeded $30.00 for at least
2090 consecutive trading days before December 31, 2023,
but in no event sooner thanas follows (the “Market Condition Options”):Named Executive Officer | | Options | |
David R. Parker | | | 100,000 | |
M. Paul Bunn | | | 12,500 | |
On January 7, 2023, the Market Conditions Options vested, as the closing price of the Company’s Class A Common Stock exceeded $30.00 for 90 consecutive trading days.
Performance Condition Options
In November 11, 2021.
The2020, the Compensation Committee granted performance-based options to purchase the Company’s Class A common stock to Messrs. Bunn, Grant, and Hough and Ms. Doster, as follows (the “Performance Condition Options”):Named Executive Officer | | Options | |
M. Paul Bunn | | | 135,216 | |
Tripp Grant | | | 27,043 | |
Samuel F. Hough | | | 45,072 | |
Lynn Doster | | | 45,072 | |
In April 2021, the Compensation Committee granted additional Performance Condition Options willas follows:
Named Executive Officer | | Options | |
David R. Parker | | | 300,000 | |
M. Paul Bunn | | | 37,500 | |
All of the Performance Condition Options were eligible to vest as follows:
follows (collectively the “Full Vesting Criteria”):● | | One-third if the Company achievesachieved at least $900 million of freight revenue for the year ended December 31, 2023;
|
● | | One-third if the Company achievesachieved a cumulative three-year adjusted earnings per share, adjusted to exclude the impactAdjusted EPS 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 adjustedAdjusted EPS for the year ended December 31, 2023 cannotcould not be less than $1.00 per share; and
|
● | ● | One-third if the Company achievesachieved a cumulative three-year adjustedAdjusted EPS of $4.75 per share for the three-year period ended December 31, 2023. |
The vestingIn February 2024, the Compensation Committee certified that the Full Vesting Criteria had been achieved by the Company as follows: $970.1 million in freight revenue for the year ended December 31, 2023; and cumulative three-year Adjusted EPS of $13.61 for the three-year period ended December 31, 2023, with an Adjusted EPS of $4.16 for the year ended December 31, 2023. Upon the Compensation Committee’s certification that the Full Vesting Criteria had been achieved, the Performance Condition Options is subjectvested.
AAT Bonus Program
In February 2022, the Company acquired AAT Carriers, Inc. (“AAT”), a carrier specializing in highly regulated, time-sensitive loads for the U.S. Government. In May 2022, in order to incentivize certain continued employment, acceleration,financial goals related to AAT, the Compensation Committee approved the AAT Bonus Program. Under the AAT Bonus Program, Mr. Parker was eligible to earn a cash bonus of up to $250,000, Messrs. Hough and forfeiture provisions. The Options have an exercise price equalGrant were eligible to $15.77 per share (the closing market priceearn a cash bonus of ourup to $100,000, and Mr. Bunn was granted 18,042 shares of restricted Class A common stock (the “AAT Performance Stock”) based on three AAT EBITDA goals (collectively, the “EBITDA Goals”). The EBITDA Goals are as follows:
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 EBITDA Goals, Messrs. Parker, Grant, and Hough would 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 | |
Samuel F. Hough | | $ | 25,000 | | | $ | 25,000 | | | $ | 50,000 | |
Upon achievement of each of the EBITDA Goals, Mr. Bunn would earn 6,014 shares of the AAT Performance Stock awarded to him.
Any cash or restricted stock earned as a result of meeting an EBITDA Goal would be subject to an additional retention requirement and would vest on the grant date)first anniversary of the performance-vesting date. Awards under the AAT Bonus Plan were subject to customary termination, forfeiture, and acceleration provisions.
In May 2023, the Compensation Committee certified that the EBITDA Goal 1 had been attained with an AAT EBITDA of $19.0 million for the performance period of March 1, 2022 to February 28, 2023. As a 10-year term.
Restricted Stock Results Basedresult, on
2020 Performance
In July 2019,February 28, 2024, Mr. Parker received a cash bonus of $83,333, Messrs.
Parker, Hogan, Bunn, Hough and
Tweed were awarded 15,411, 12,415, 4,281, 5,822,Grant each received a cash bonus of $25,000, and
6,850,6,014 of the shares of
restricted stock, respectively (the “2019the AAT Performance
Shares”), subjectStock awarded to
performance-based vesting basedMr. Bunn vested on
consolidated adjusted EPS 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. February 28, 2024.In March 2021,April 2024, the Compensation Committee determined that the consolidated adjusted EPS for fiscal 2020 was $1.08,EBITDA Goal 2 and EBITDA Goal 3 were not met, and therefore, the 2019 Performance Shares vested.
In August 2018, Messrs. Parker and Hogan each received a grant of 3,262remaining 12,028 shares of
restricted stock, one-half of which would vest if Landair’s revenueAAT Performance Stock held by Mr. Bunn were forfeited.When the AAT Bonus Program was equal to or greater than $175.0 million foradopted, Mr. Hogan participated under 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.
On August 20, 2020, in connection withsame terms as 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”).
Parker. Pursuant to the Separationterms of the Retirement Agreement, Mr. Cribbs is entitledHogan became ineligible 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 toreceive any payouts under 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.
Compensation Decisions with Respect to
2021
2024The 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,November 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 Bunnour Named Executive Officers based upon 2024 performance (the
“2021“2024 Senior Executive Bonus Program”). Under the
20212024 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 | % |
Samuel F. Hough | | | 55 | % |
Lynn Doster | | | 55 | % |
Under the 2021 Senior2024 Executive Bonus Program, participantsMessrs. Parker, Bunn, and Grant 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 projects relating to the operating income and safety results of a subsidiary and other specific strategic information technology projects. Mr. Hough and Ms. Doster are eligible to earn up to 100% of their bonus target upon the attainment of certain Adjusted EPS 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 for fiscal year 2021. Additionally, if the adjusted EPS goal is met, participants are eligible to earn up to additional 100% ofkey strategic projects within 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.
In April 2021, the Compensation Committee approved a short-term cash incentive plan 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%) and adjusted EPS (weighted at 25%).
In February 2021, the Compensation Committee 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 in connection with a change-in-control of 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. |
● | | 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● | In November 2023, the Compensation Committee amended our Clawback Policy which provides that(the “Clawback Policy”) in compliance with the event of a material financial misstatement after the effective daterequirements of the Clawback Policy, we will require, to the fullest extent permitted byDodd-Frank Act, final SEC rules, and applicable law, that an employee who wasNasdaq listing standards, which covers our current and former officers subject to the reporting requirements of Section 16 of the Exchange Act forfeitand any other senior executive otherwise designated by the Compensation Committee or reimburse us for the amount by whichBoard, including all of our Named Executive Officers (each a “Covered Executive”). Under the Clawback Policy, if there is a restatement of our financial results, certain incentive-based compensation (including cash- and equity-based incentive compensation) paid or grantedawarded to such employee at any time during the performance period relatingCovered Executives will be subject to the applicable incentive-based compensation exceedsrepayment or return if the amount of such incentive-basedcompensation was calculated based upon the achievement of financial results that were the subject of the restatement and the amount of such compensation that would have been paid or granted if itreceived by the Covered Executives had the financial results been determined based onproperly reported would have been lower than the material misstatement, inamount actually awarded. Additionally, the sole and absolute discretion of the Board. The Clawback Policy haspermits the Compensation Committee to seek to recover equity compensation, severance compensation, and cash incentive-based compensation previously paid to a three-year look-back period.Covered Executive if the Compensation Committee determines that the (i) the Company is required to undertake an accounting restatement due to the Company’s material noncompliance, as a result of misconduct by a the Covered Executive, with any financial reporting requirement under the U.S. federal securities laws, (ii) a Covered Executive engages in misconduct, or (iii) a Covered Executive breaches in any material respect a restrictive covenant set forth in any agreement between the Covered Executive and the Company, including but not limited to, a breach in any material respect of a confidentiality provision. |
Potential Payments Upon Termination or Change in Control
Each of our Named Executive Officers isMessrs. Parker, Bunn, Grant, and Hough and Ms. Doster are employed at will and doesdo not have an employment agreement.
Each of Messrs. Parker, Hogan, Bunn, Grant, and Hough and Tweed are eachMs. Doster is party to a severance agreement (each a “Severance Agreement”). As of December 31, 2020,2023, upon a qualifying severance event, subject to employment, release, and other customary provisions, including a non-compete through 12 months post-termination (or 3 months post-termination in the case of 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 TweedBunn | | 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 | | | | 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. ParkerGrant 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 hasthey have not secured employment consistent with histheir professional experience and/or skillset and paying an annualized base salary at least equal to histheir annualized base salary at the time of termination. |
If a qualifying severance event occurred on December 31, 2020, Messrs. Parker, Bunn, Hogan, Tweed, and Hough2023, our Named Executive Officers would be entitled to the following aggregate payments:
Named Executive Officer | | Aggregate Payments |
David R. Parker | | $1,647,702 |
Joey B. Hogan | | $1,243,354 |
M. Paul Bunn | | $596,953 |
Samuel F. Hough | | $604,931 |
John A. Tweed | | $1,243,354 |
Named Executive Officer | | Aggregate Payments | |
David Parker | | $ | 2,445,294 | |
M. Paul Bunn | | $ | 1,626,219 | |
Tripp Grant | | $ | 826,242 | |
Samuel F. Hough | | $ | 879,627 | |
Lynn Doster | | $ | 889,092 | |
As of December 31, 2021,2023, upon a qualifying change in control event only when the recipient is terminated without “cause” or is subject to a “constructive termination,” in each case, between execution of a definitive agreement in contemplation of a change in control and continuing through 24 months following a change in control, subject to employment, release, and other customary provisions, including a non-compete through 12 months post-termination (or 3 months post-termination in the case of 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 TweedBunn | | 300% | 300 | % | | Target cash bonus for the year of termination | | 36 Months |
Messrs. Bunn(1)Grant and Hough | | 200%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 Hough2023, our Named Executive Officers would be entitled to the following aggregate payments:
Named Executive Officer | | Aggregate Payments |
David R. Parker | | $2,336,553 |
Joey B. Hogan | | $1,765,031 |
M. Paul Bunn | | $769,938 |
Samuel F. Hough | | $782,170 |
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.
Named Executive Officer | | Aggregate Payments | |
David Parker | | $ | 3,265,585 | |
M. Paul Bunn | | $ | 2,176,823 | |
Tripp Grant | | $ | 1,026,622 | |
Samuel F. Hough | | $ | 1,096,260 | |
Lynn Doster | | $ | 1,109,170 | |
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 second amendment in July 2020 include a double trigger provision, which provides for the payment, or acceleration of vesting following a change in control only when the recipient is terminated without “cause” or is subject to a “constructive termination” during the 24 months following a change in control.
Generally speaking, and as qualified by the terms of the relevant agreements, plans, and award notices, a "change in control" occurs if: (i) someone acquires 50% or more of the combined voting power of our stock, unless after the transaction more than 75% of the acquiring company is owned by all or substantially all of those persons who were beneficial owners of our stock prior to such acquisition; (ii) a majority of our directors is replaced, other than by new directors approved by existing directors; (iii) we consummate a reorganization, merger, or consolidation where, following such transaction, all or substantially all of those persons who were beneficial owners of our stock immediately prior to the transaction do not own, immediately after the transaction, more than 75% of the outstanding securities of the resulting corporation; (iv) we consummate a transaction subject to Rule 13e-3 of the Exchange Act in which David or Jacqueline Parker or their siblings, children, or grandchildren or a trust, corporation, partnership, limited partnership, limited liability company, or other entity controlled by the foregoing, are the beneficial owners of more than 50% of the outstanding securities of the resulting corporation ordinarily having the right to vote in the election of directors, or (v) we sell or liquidate all or substantially all of our assets.
The estimated value of restricted stock and options that would have vested for our Named Executive Officers as of December 31, 20202023 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, 202029, 2023, the last trading day of fiscal year 2023 ($14.81)46.04), by the number of shares of accelerated restricted stock. As of December 31, 2020,The value for the stockaccelerated options that would have vested underwas calculated by subtracting the acceleration scenarios described above were outexercise price of the money,accelerated options from the closing market price of our stock on December 29, 2023 ($46.04) and therefore are not included inmultiplying 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 | | | — | | | $ | 7,440,000 | |
M. Paul Bunn | | $ | 2,668,432 | | | $ | 5,022,988 | |
Tripp Grant | | $ | 666,152 | | | $ | 818,592 | |
Samuel F. Hough | | $ | 466,385 | | | $ | 1,364,329 | |
Lynn Doster | | $ | 466,385 | | | $ | 1,364,329 | |
Joey B. Hogan | | $ | 112,982 | | | | — | |
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 20202023 Annual Meeting of Stockholders, our stockholders approved our executive compensation, with approximately 98.5%98.8% 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.
Additionally, the Company will continue to hold an annual advisory vote to approve our executive compensation, pursuant to the results of the “say-on-frequency” vote held at our 2023 Annual Meeting of Stockholders. Approximately 92.8% of votes cast on the say-on-frequency resolution were in favor of holding an annual advisory vote to approve executive compensation.
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, 2020,2023, 2022, 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 |
2021.Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) | | Option Awards ($) | | Non-Equity Incentive Plan Compensation ($)(4) | | All Other Compensation(5) ($) | | Total ($) | |
David R. Parker, | | 2023 | | | 799,579 | | | - | | | - | | | - | | | 502,944 | | | 79,295 | | | 1,381,818 | |
| CEO and Chairman of | | 2022 | | | 743,070 | | | - | | | - | | | - | | | 1,293,260 | | | 80,479 | | | 2,116,809 | |
| the Board | | 2021 | | | 717,168 | | | - | | | - | | | 3,939,000 | | | 1,087,509 | | | 90,256 | | | 5,833,933 | |
M. Paul Bunn, | | 2023 | | | 537,959 | | | - | | | 900,008(2) | | | - | | | 328,133 | | | 36,643 | | | 1,802,743 | |
| President and COO | | 2022 | | | 412,471 | | | - | | | 399,991 | | | - | | | 602,458 | | | 25,774 | | | 1,440,694 | |
| | | 2021 | | | 382,116 | | | - | | | 354,007 | | | 492,375 | | | 476,806 | | | 11,543 | | | 1,716,847 | |
Tripp Grant, | | 2023 | | | 364,110 | | | - | | | 399,990(2) | | | - | | | 140,689 | | | 30,331 | | | 935,120 | |
| EVP and CFO | | 2022 | | | 274,129 | | | - | | | 93,740 | | | - | | | 308,824 | | | 14,204 | | | 690,897 | |
| | | 2021 | | | 208,682 | | | - | | | - | | | - | | | 153,244 | | | 6,673 | | | 368,599 | |
Samuel F. Hough, EVP | | 2023 | | | 422,113 | | | - | | | 200,015(2) | | | - | | | 172,295 | | | 38,786 | | | 833,209 | |
| - Expedited Operations | | 2022 | | | 360,509 | | | - | | | 112,511 | | | - | | | 314,654 | | | 24,082 | | | 811,756 | |
| | | 2021 | | | 349,284 | | | - | | | 96,427 | | | - | | | 355,160 | | | 13,194 | | | 814,065 | |
Lynn Doster, | | 2023 | | | 414,888 | | | - | | | 200,015(2) | | | - | | | 194,529 | | | 31,349 | | | 840,781 | |
| EVP - Dedicated and | | 2022 | | | 309,721 | | | 50,000 | | | 112,511 | | | - | | | 286,802 | | | 15,041 | | | 774,075 | |
| Warehousing Operations | | 2021 | | | 297,075 | | | - | | | - | | | - | | | 135,190 | | | 4,895 | | | 437,160 | |
Joey B. Hogan, | | 2023 | | | 329,273 | | | - | | | 94,994(3) | | | - | | | - | | | 1,028,820 | | | 1,453,087 | |
| Former President(1) | | 2022 | | | 529,330 | | | - | | | - | | | - | | | 909,370 | | | 39,520 | | | 1,478,220 | |
| | | 2021 | | | 511,535 | | | - | | | 3,186,000 | | | - | | | 764,697 | | | 13,407 | | | 4,475,639 | |
(1)
| Between January 1, 2020 and April 23, 2020, (1) | Mr. Hogan servedretired as an officer of the Company on June 30, 2023. Mr. Hogan continues to serve as a director on our PresidentBoard. |
| (2) | Under the Lew Thompson & Son Bonus Plan, on May 17, 2023, Messrs. Bunn and COO,Grant received the following shares of performance-based restricted stock subject to vesting based on achievement of the LT Targets: Mr. Bunn served as our EVP, Chief Accounting Officer and Treasurer, Mr. Hough served as our EVP and COO of CTI, Mr. Tweed served as the EVP and COO of Landair,7,750 shares and Mr. Cribbs served as our EVPGrant 3,875 shares. For Messrs. Bunn 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 September 23, 2020, Mr. Hough served as our EVP - Highway Services.
|
(2)
| For 2020,Grant, the dollar amount represents the grant date fair value of the performance-based restricted stock computed in accordance with FASB ASC Topic 718, as set forth inreceived under the “GrantsLew Thompson & Son Bonus Plan, using the closing price of Plan-Based Awards Table” below.
|
(3)
| our Class A Common Stock on the grant date. Under the 2023 Long-Term Incentive Plan, on May 17, 2023, Messrs. Bunn, Grant, and Hough and Ms. Doster received the following shares of time-based restricted stock: Mr. Bunn 7,750 shares, Mr. Grant 3,228 shares, Mr. Hough 2,583, and Ms. Doster 2,583 shares. For 2020,Messrs. Bunn, Grant, and Hough and Ms. Doster, the dollar amount represents the grant date fair value of options to purchasethe time-based restricted stock received under the 2023 Long-Term Incentive Plan, using the closing price of our Class A commonCommon Stock on the grant date. Under the 2023 Long-Term Incentive Plan, on May 17, 2023, Messrs. Bunn, Grant, and Hough and Ms. Doster received the following shares of performance-based restricted stock computed in accordance with FASB ASC Topic 718, as set forth insubject to vesting based on achievement of certain Adjusted EPS goals for the “Grantsthree-year period ending December 31, 2026: Mr. Bunn 7,750 shares, Mr. Grant 3,230 shares, Mr. Hough 2,584 shares, and Ms. Doster 2,584 shares. For Messrs. Bunn, Grant, and Hough and Ms. Doster, the dollar amount represents the grant date fair value of Plan-Basedthe restricted stock received under the 2023 Long-Term Incentive Plan, using the closing price of our Class A Common Stock on the grant date. For additional information of the grants of restricted shares made under the Lew Thompson & Son Bonus Plan and the 2023 Long-Term Incentive Plan see Executive Compensation – Compensation Discussion and Analysis, and the Grants of Plan Based Awards Table” below.
Table. |
(4)
| (3) | Represents 2,454 shares of restricted stock Mr. Hogan received on May 17, 2023 for service on the Board. Subject to the terms of the award notice, the shares will vest on May 17, 2024. The grant date fair value of the time-based restricted stock was calculated using the closing price of our Class A Common Stock on the grant date. |
| (4) | For 2020,2023, represents the cash payouts under the 2020 Cash2023 Senior Executive Bonus Program. See For more information on the 2023 Senior Executive Bonus Program see Executive Compensation – Compensation Discussion and AnalysisAnalysis. |
| (5) | See All Other CompensationTable for additional detail with respect to the 2020 Bonus Program.
information. |
(5)
| See the All Other Compensation Table for additional information.
|
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) ($) | | | Company Contributions Under Deferred Compensation Plan(4) ($) | | | Other ($) | | | Total ($) | |
David R. Parker | | 2023 | | | 64,595(1) | | | | 14,700 | | | | - | | | | - | | | | 79,295 | |
M. Paul Bunn | | 2023 | | | 6,148(2) | | | | 2,297 | | | | 28,198 | | | | - | | | | 36,643 | |
Tripp Grant | | 2023 | | | 5,997(2) | | | | - | | | | 24,334 | | | | - | | | | 30,331 | |
Samuel F. Hough | | 2023 | | | 7,018(2) | | | | 5,145 | | | | 26,623 | | | | - | | | | 38,786 | |
Lynn Doster | | 2023 | | | 5,966(2) | | | | - | | | | 25,383 | | | | - | | | | 31,349 | |
Joey B. Hogan | | 2023 | | | 4,554(2) | | | | 12,250 | | | | 44,594 | | | | 967,422(5) | | | | 1,028,820 | |
(1) | | During 2020,2023, we provided Mr. Parker with certain other benefits in addition to his salary, including $55,742$42,349 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) | | During 2020,2023, we provided each of Messrs. Bunn, Grant, Hough, and Hogan, Bunn, and HoughMs. Doster with certain other benefits in addition to hishis/her base salary, including a cash vehicle allowance, use of our corporate travel agency to arrange personal travel, and Company contributionscontribution 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.
2023. |
(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 additionMay 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 contributions to his 401(k), none of which exceededunder the greater of $25,000 or 10%Deferred Compensation Plan. The material terms of the total amountDeferred Compensation Plan are discussed in more detail under the heading Other Compensation in the Compensation Discussion and Analysis. |
| (5) | Includes (i) $37,422 for cash compensation received for Board and committee service during 2023 and (ii) $930,000 for payments under the Retirement Agreement. The material terms of the personal benefits he received during 2020. This amount also includes the following amounts payableRetirement Agreement are discussed in more detail under the Mr. Cribb’s Separation Agreement: (i) $425,500heading Hogan Retirement Agreement 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.
