{"url_path":"/sec/cvlg/8-k/2026-05-15/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/928658/0001008886-26-000133-index.html","accession_number":"0001008886-26-000133","cik":"0000928658","ticker":"CVLG","issuer_name":"COVENANT LOGISTICS GROUP, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/928658/0001008886-26-000133-index.html","primary_entity_key":"0000928658","primary_entity_name":"COVENANT LOGISTICS GROUP, INC."},"word_count":509,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\n \n\n \n\nOn May 13, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), approved certain compensation changes for the Company’s named executive officers.\n\n \n\nThe Committee approved the 2026 Long-Term Incentive Plan under which the Company's named executive officers received the aggregate target award amounts as follows:\n\n \n\nNamed Executive Officer\n\nTarget Award Amount\n\nDavid R. Parker\n\n$2,984,000\n\nM. Paul Bunn\n\n$1,873,000\n\nJames “Tripp” Grant\n\n$792,000\n\nDustin Koehl\n\n$695,000\n\nJoey Ballard\n\n$481,000\n\n \n\n \n\nOne-half of the target award amount above is subject to performance-based vesting issued as Class A restricted stock units and the other half is subject to time-based vesting issued in cash, except the Committee issued Mr. Parker’s entire award in cash given his significant stock holdings that align with stockholder value creation. The performance-based portion of the award may be earned as follows: (i) one-half upon the Company’s attainment of a two-year cumulative adjusted earnings per share (“Adjusted EPS”) goal for the performance period ended December 31, 2028 and (ii) one-half upon the Company’s attainment of a two-year average annual return on invested capital (“ROIC”) goal for the performance period ended December 31, 2028. The performance-based portion of the award has a threshold payout of 50% of the target and a maximum payout of 200% of the target. The time-based portion of the award may be earned as follows: (A) one-third for continued service through July 1, 2027, (B) one-third for continued service through July 1, 2028, and (C) one-third for continued service through July 1, 2029.\n\n \n\nThe Committee approved new annualized base salaries for certain of the Company’s named executive officers, effective July 6, 2026, as follows:\n\n \n\nNamed Executive Officer\n\nNew Annualized Base Salary\n\nJames “Tripp” Grant\n\n$455,000\n\nDustin Koehl\n\n$455,000\n\nJoey Ballard\n\n$400,000\n\n \n\n \n\nThe Committee amended Mr. Grant’s and Ms. Ballard’s severance agreements to provide for the following terms, which align with the terms of Mr. Koehl’s severance agreement:\n\n \n\n•\n\nupon a qualifying severance event, subject to employment, release, and other customary provisions, including a non-compete through 12 months post-termination, (i) 24 months of salary continuation, (ii) if earned at or above minimum, then the target cash bonus for the year of termination, prorated for partial year of service, and (iii) 24 months of COBRA reimbursement; and\n\n \n\n•\n\nupon a qualifying change-in-control event only when the recipient is terminated without “cause” or is subject to a “constructive termination” during the 24 months following a change-in-control, subject to employment, release, and other customary provisions, including a non-compete through 12 months post-termination, (i) 300% of annualized base salary lump sum severance payment, (ii) target cash bonus for the year of termination, and (iii) 36 months of COBRA reimbursement.\n\n \n\nGiven his tenure with the Company, the Committee amended Mr. Koehl’s severance agreement to remove the 50% reduction in severance and change-in-control benefits if Mr. Koehl’s qualifying separation occurs prior to the third anniversary of his employment with the Company."}