Benjamin S. Carson Sr.
COVENANT LOGISTICS GROUPAbout Benjamin S. Carson Sr.
Benjamin S. Carson Sr., 73, has served as an independent director of Covenant Logistics Group (CVLG) since 2021. He sits on the Nominating and Corporate Governance Committee and the Risk Committee. Dr. Carson is a world‑renowned neurosurgeon and served as the 17th U.S. Secretary of Housing and Urban Development (2017–2021). The Board cites his management, leadership, financial, and information security experience as qualifications for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Housing and Urban Development | Secretary (17th) | 2017–2021 | Cabinet leadership overseeing national housing policy |
| Johns Hopkins Medical Institutions | Director, Division of Pediatric Neurosurgery | 1984–2013 | Led division; extensive surgical leadership; professor across multiple departments (1999–2013) |
| Johns Hopkins (Schools of Medicine/Oncology/Plastic Surgery/Pediatrics) | Professor | 1999–2013 | Multidisciplinary academic appointments |
External Roles
| Organization | Type | Role | Status |
|---|---|---|---|
| D.R. Horton, Inc. (NYSE: DHI) | Public company | Director | Current |
| Sinclair, Inc. (NASDAQ: SBGI) | Public company | Director | Current |
| Galectin Therapeutics, Inc. (NASDAQ: GALT) | Public company | Director | Current |
| Kellogg Company (NYSE: K) | Public company | Director | Prior |
| Costco Wholesale Corporation (NASDAQ: COST) | Public company | Director | Prior |
| American Cornerstone Institute | Non-profit | Founder and Chairman | Current |
| Old Glory Bank | Private | Founder and Director | Current |
| Carson Scholars Fund | Non-profit | Director | Current |
Board Governance
- Independence and committees: The Board determined Dr. Carson is independent under NYSE rules; he serves on the Nominating and Corporate Governance Committee and the Risk Committee .
- Meeting attendance: The Board met 7 times in 2024; each current director attended at least 75% of aggregate Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Committee activity: Nominating Committee (members: Moline—Chair, Carson, Rosser) met 5 times in 2024 and oversees board independence and conflicts; Risk Committee oversight of company‑wide risk; Risk Committee is chaired by Director Herbert J. Schmidt (Carson is a member) .
- Independent oversight: A Lead Independent Director is appointed; independent directors held four executive sessions in 2024 .
- Policies: Majority vote policy in uncontested elections; anti‑hedging and anti‑pledging policy prohibits directors from hedging or pledging company stock; stock ownership guideline for non‑employee directors is 5x annual cash retainer; director retirement policy requires resignation at the Annual Meeting first after age 75 (waivable by the Board) .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Cash fees (Board + committee) | $79,916 | Cash compensation received for Board/committee service in 2024; amounts may reflect proration . |
| Equity grant (RSUs) | $99,998 | 4,278 Class A RSUs granted May 15, 2024; ASC 718 fair value . |
| Total 2024 director compensation | $179,914 | Sum of cash and stock awards . |
| Meeting fees | $0 | No per‑meeting fees paid to directors . |
Director fee schedule (annualized; non-employee directors):
| Role | Cash Retainer / Fee |
|---|---|
| Board retainer | $70,000 |
| Lead Independent Director (additional) | $25,000 |
| Audit Committee Chair / Member | $17,500 / $7,500 |
| Compensation Committee Chair / Member | $12,500 / $7,500 |
| Nominating Committee Chair / Member | $10,000 / $7,500 |
| Risk Committee Chair / Member | $7,500 / $5,000 |
RSU Vesting and sale limits:
- Vesting: 2024 director RSUs vest on May 15, 2025; accelerated vesting upon death, disability, retirement, and double‑trigger change‑in‑control .
- Ownership guideline and sales: Directors receive ~ $100,000 in RSUs annually and may only sell shares if, after the sale, they maintain at least 5x the annual cash retainer in Class A common stock value; directors could defer cash fees, but no director contributed in 2024 .
Performance Compensation
| Plan Element | Performance Metrics | Weight/Thresholds | 2024 Outcome |
|---|---|---|---|
| Director equity (RSUs) | Not performance‑based (time‑based vesting) | N/A | Time‑based RSUs only; no director performance metrics disclosed . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | DHI (current), SBGI (current), GALT (current); prior: K, COST . |
| Committee interlocks | The company disclosed no compensation committee interlocks involving CVLG executive officers in 2024; Carson is not on the Compensation Committee . |
| Related‑party transactions | Audit Committee reviews/approves related‑party transactions; for 2024, none exceeded $120,000 . |
Expertise & Qualifications
- Board skills matrix flags Dr. Carson for: Financial Reporting; Industry; Environmental; Risk Management; Information Security; Governance; Strategy Development; Human Capital/Compensation; Communications/Marketing & Sales/Customer Service; Technology/Innovation .
- The Board cites leadership, financial, and information security experience among qualifications .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 23,454 shares | Less than 1% of Class A common stock . |
| Owned directly | 19,176 shares | Shares held outright . |
| RSUs vesting within 60 days of Record Date | 4,278 shares | RSUs do not carry voting rights until vesting . |
| Record Date for ownership table | March 27, 2025 | Shares outstanding: 21,855,878 Class A; 4,700,000 Class B . |
| Hedging/pledging | Prohibited for directors | No hardship exception . |
| Director stock ownership guideline | 5x annual cash retainer | Applies to non‑employee directors . |
Governance Assessment
- Strengths
- Independent director with relevant oversight roles (Nominating and Risk) and a Board‑affirmed independence finding under NYSE rules .
- Solid engagement indicators: Board met 7 times; all directors ≥75% attendance; independent directors held four executive sessions in 2024 .
- Alignment and risk controls: Annual RSU grants with one‑year vesting; stringent anti‑hedging/anti‑pledging; 5x retainer stock ownership guideline; no related‑party transactions >$120,000 in 2024 .
- Watch items for investors
- Workload: Board policy limits outside public boards; Carson currently serves on three other public company boards (DHI, SBGI, GALT), which can be monitored for capacity but is within a board‑set limitation framework .
- Tenure horizon: Director retirement policy requires resignation at the Annual Meeting first after age 75 unless waived; Carson is 73, implying potential turnover within two years absent a waiver .
No individual attendance shortfalls, hedging/pledging, or related‑party conflicts were disclosed for Dr. Carson for 2024. The company’s Compensation Committee interlock disclosure reported none involving CVLG executive officers in 2024 .