Bradley A. Moline
COVENANT LOGISTICS GROUPAbout Bradley A. Moline
Bradley A. Moline, 58, is an independent director of Covenant Logistics Group (CVLG) who has served on the Board since 2003; he currently chairs the Nominating and Corporate Governance Committee and serves on the Audit Committee . Moline is President and CEO of ALLO Communications (since Oct 2002), previously served as CVLG’s Treasurer and CFO (1994–1997), was CFO of Birch Telecom, and worked at Ernst & Young; he holds a Business Administration degree with an emphasis in accounting and was formerly a licensed CPA . The Board’s independence determination lists Moline as NYSE-independent, and all Audit, Compensation, and Nominating Committee members meet applicable SEC/NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covenant Logistics Group, Inc. | Treasurer and CFO | 1994–1997 | Oversaw financial matters and SEC filings . |
| Birch Telecom Inc. | CFO | Not disclosed | CFO when company’s debt securities were publicly traded . |
| Ernst & Young | Auditor/Professional Staff | Not disclosed | Formerly licensed CPA; accounting expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ALLO Communications, LLC | President & CEO; Director | Oct 2002–present | Telecom company; minority equity interests by Nelnet (NYSE: NNI) and SDC Capital Partners; ALLO has publicly traded debt securities . |
| National Cable Television Cooperative, Inc. | Director | 2018–present | Kansas nonprofit . |
| Imperial Super Foods; NECO Grocery; WhiMol | Owner, President & CEO | Since 2002 | Grocery operations in NE and CO . |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit Committee .
- Audit Committee composition: Kramer (Chair), Moline, Welborn; all independent; Audit Committee met 9 times in 2024; Nominating met 5 times .
- Audit Committee financial expertise: Board determined Kramer, Moline, and Welborn qualify as “audit committee financial experts” under Reg S-K 407(d)(5)(ii) .
- Cybersecurity oversight: Audit Committee oversees information security/cybersecurity; Company reports no information security breaches or cyber incidents over last three years; Moline’s telecom leadership cited as relevant experience .
- Independence: Board determined Moline is independent under NYSE rules; two-thirds of the Board is independent; all Audit/Comp/Nominating Committees comprised solely of independent directors .
- Attendance: Board held 7 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Governance practices: Majority vote policy for uncontested elections; proxy access (3%/3 years, up to 20% of Board, min two seats); director stock ownership guideline of 5× annual cash retainer; anti-hedging and anti-pledging policy applies to directors (no hardship exception) .
Fixed Compensation
| Year | Cash Fees ($) | RSU Shares | RSU Grant Date | RSU Grant Fair Value ($) | Vest Terms |
|---|---|---|---|---|---|
| 2024 | 81,916 | 4,278 | May 15, 2024 | 99,998 | RSUs vest May 15, 2025; acceleration for death, disability, retirement, and CIC (termination in connection with CIC) . |
- Cash fee schedule (annualized): $70,000 non-employee director retainer; $10,000 Nominating Chair; $7,500 Audit Committee member; no meeting fees; prorated for partial-year service .
- Directors can only sell equity if post-sale holdings remain ≥5× annual cash retainer in Class A value; directors eligible to defer cash fees (no director deferred in 2024) .
Performance Compensation
| Item | 2024 Director Program |
|---|---|
| Performance-based director awards | None disclosed; annual director equity retainer granted as time-based RSUs vesting on the first anniversary (subject to stated accelerators) . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Moline (ALLO has publicly traded debt; NCTC is a nonprofit) . |
| Compensation Committee interlocks | Not applicable; Moline is not on the Compensation Committee . |
| Overboarding | Board policy caps outside public boards at five for directors; no director exceeds limits (Moline within policy) . |
| Related party transactions | Audit Committee must pre-approve related party transactions >$120,000; none in 2024 . |
Expertise & Qualifications
- Financial reporting and accounting expertise; prior CFO roles and E&Y experience; designated Audit Committee financial expert .
- Information security/cyber oversight experience from telecom leadership noted by the Board .
- Board Skills Matrix attributes for Moline include public company officer/key employee, financial reporting, industry, risk management, governance, strategy development, human capital, communications/marketing/customer service, and technology/innovation .
Equity Ownership
| Holder | Shares (Direct) | RSUs (vesting ≤60 days of record date) | IRA | Total Beneficial Ownership | % of Class A |
|---|---|---|---|---|---|
| Bradley A. Moline | 84,306.3 | 4,278 | 2,000 | 90,584.3 | <1% |
| Ownership Alignment | Figure |
|---|---|
| Director stock ownership guideline | 5× annual cash retainer |
| Approximate value of holdings at Record Date (90,584.3 shares × $22.91) | ≈$2.08 million |
| Anti-hedging/anti-pledging | Directors prohibited; no hardship exception |
Governance Assessment
-
Positives:
- Long-tenured independent director with deep finance and operating experience; chairs Nominating, serves on Audit, and is designated an audit committee financial expert, strengthening board oversight of governance and financial reporting .
- Strong governance architecture: majority vote policy, proxy access, independent committees, director stock ownership guidelines, anti-hedging/anti-pledging policy; robust committee activity (Audit: 9 meetings; Nominating: 5 meetings) .
- Engagement: ≥75% attendance and presence at the Annual Meeting, plus demonstrated cybersecurity oversight at Audit; no related-party transactions in 2024 .
- Investor signal: 2024 say-on-pay received ≈98.7% approval, indicating broad shareholder support for compensation frameworks overseen by independent directors .
-
Watchpoints / Potential Red Flags:
- Entrenchment risk from very long tenure (director since 2003); mitigated by annual self-assessments via outside counsel and majority vote policy .
- Family control dynamics at CVLG (Parker family holds ≈40.5% voting power), heightening the importance of independent committee leadership (Moline chairs Nominating) .
- External executive commitments (ALLO CEO, multiple business interests) warrant continued monitoring under overboarding and independence policies (Board policy limits outside public boards; independence affirmed) .
Overall, Moline’s committee leadership, financial expertise, and independence support board effectiveness and investor confidence; absence of related-party transactions and strong ownership alignment (significant shareholdings and anti‑hedging/pledging) further reduce governance risk .