D. Michael Kramer
COVENANT LOGISTICS GROUPAbout D. Michael Kramer
D. Michael Kramer, 67, has served on Covenant Logistics Group’s board since 2020; he is independent, chairs the Audit Committee, serves on the Compensation Committee, and is designated the Board’s Audit Committee Financial Expert. He brings three decades of banking, operations, and technology leadership (including CTO experience), and holds a Bachelor’s from Grove City College and an MBA from Western Governors University . The Board has determined he is independent under NYSE rules; two‑thirds of the Board is independent and all standing committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peak Financial, LLC (fintech) | Chief Executive Officer | 2019 – Oct 2022 | CEO leadership at fintech start‑up |
| Southeastern Trust Company | Executive Chairman | 2018 – present | Oversight of trust company strategy |
| Midsouth Bancorp, Inc. | Vice Chairman | May 2018 – Sept 2019 (merger with Hancock Whitney) | Board leadership through merger |
| Atlantic Capital Bancshares, Inc. | President & COO; Director | Nov 2015 – Dec 2017 (Director through Oct 2017) | Public company operator and director |
| First Security Group, Inc./FSGBank, N.A. | CEO & President | 2011 – 2015 | Turnaround/leadership in banking |
| Ridley Capital Group | Managing Director | 2010 – 2011 | Advisory/MD role |
| Ohio Legacy Corporation | Director, CEO & President | 2005 – 2010 | Public bank leadership |
| Integra Bank Corporation | COO & Chief Technology Officer | 1999 – 2004 | Operations and technology leadership (CTO) |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Covenant Logistics Group, Inc. | Director; Audit Chair; Compensation Committee Member | 2020 – present | Audit Committee Financial Expert; cyber risk oversight |
| Covenant College & Covenant College Foundation | Director/Trustee | Current | Nonprofit governance |
| Patriot Family Homes, LLC | Director | Current | Private company board |
| Chattanooga Area Chamber of Commerce Foundation | Director | 2018 – 2021 | Community leadership |
| University of Chattanooga Foundation | Director (prior) | Prior | Prior nonprofit board |
No current public company directorships are disclosed for Mr. Kramer beyond CVLG . Compensation Committee interlocks: none in 2024 .
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member). Audit Committee members: Kramer (Chair), Moline, Welborn; Compensation Committee members: Welborn (Chair), Kramer, Schmidt .
- Audit Committee Financial Expert: The Board designated Mr. Kramer as the Audit Committee Financial Expert; all Audit Committee members qualify and are independent under SEC and NYSE rules .
- Meetings and engagement: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Audit Committee met 9 times in 2024; Compensation Committee met 6 times in 2024 .
- Independence: The Board determined Kramer is independent; Audit, Compensation, and Nominating Committees are fully independent .
- Cybersecurity oversight: Audit Committee (independent directors) oversees cybersecurity; Company reported no information security breaches or related expenses/penalties over the past three years; Kramer’s prior CTO role supports expertise .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount/Policy | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) – Kramer | $89,416 | Actual cash received for 2024; differences from schedule can reflect proration for partial‑year service in specific roles . |
| Annual cash retainer (policy) | $70,000 | Non‑employee director annual retainer . |
| Audit Committee Chair (policy) | $17,500 | Additional annual fee for chair . |
| Compensation Committee Member (policy) | $7,500 | Additional annual fee for members . |
| Meeting fees | $0 | No meeting attendance fees . |
Performance Compensation (Director Equity – 2024 Program)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 15, 2024 | 4,278 | $99,998 | Vest May 15, 2025 | Accelerates on death, disability, retirement, and double‑trigger change‑in‑control (termination in connection with CoC) . |
| Equity policy | Annual equity retainer ≈ $100,000 | N/A | N/A | 1‑year vest | Directors can only sell if post‑sale holdings remain ≥5x annual cash retainer; Deferred Compensation Plan available for cash fees; no director deferred in 2024 . |
Director equity is time‑based (no performance metrics), aligning with market practice for independent directors .
Other Directorships & Interlocks
- Current outside public boards: No current public company directorships disclosed beyond CVLG .
- Compensation Committee interlocks: None in 2024; no relationships requiring related‑person disclosure for committee members .
- Overboarding: Policy prohibits directors from serving on >5 public boards; CEO limited to 3; no CVLG director exceeds limits .
Expertise & Qualifications
- Banking, finance, and public company operating experience (CEO/President/COO across multiple banks) .
- Technology and cybersecurity literacy (prior CTO) supporting Audit Committee’s cyber risk oversight remit .
- Audit Committee Financial Expert designation under SEC rules .
- Governance skills matrix marks Kramer for financial reporting, industry, risk management, information security, governance, strategy, HCM/compensation, and technology/innovation .
Equity Ownership (as of March 27, 2025 Record Date)
| Metric | Detail |
|---|---|
| Total beneficial ownership | 23,398 shares of Class A common stock . |
| Breakdown | 18,320 shares owned directly; 4,278 RSUs scheduled to vest within 60 days of Record Date; 800 shares as custodian for minor grandchildren . |
| Ownership as % of class | Less than 1% (“*” per proxy convention) . |
| Pledging/Hedging | Anti‑hedging and anti‑pledging policy applies to directors; no hardship exception . |
| Director ownership guideline | 5x annual cash retainer for non‑employee directors . |
Related‑Party Transactions and Conflicts
- Related‑party transactions review: Audit Committee pre‑approves related‑person transactions >$120,000; no such transactions in 2024 .
- Independence & conflicts: Compensation Committee independence confirmed; no consulting or compensatory fees accepted by members; independence under NYSE and SEC rules .
- Control context: Founders David and Jacqueline Parker beneficially own shares representing ~40.5% of voting power (via Class A and dual‑vote Class B) as of the Record Date; Board operates with majority‑independent structure and independent committees .
Governance Assessment
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Strengths
- Independent director with deep banking and technology background; designated Audit Committee Financial Expert and Audit Chair; strong fit for CVLG’s financial reporting and cyber oversight needs .
- Active committee engagement: Audit (9 meetings) and Compensation (6 meetings) in 2024; Board attendance ≥75% for all directors; all directors attended 2024 Annual Meeting .
- Alignment signals: Annual RSU grant with 1‑year vest; director ownership guideline of 5x cash retainer; anti‑hedging/anti‑pledging policy for directors .
- No related‑party transactions in 2024; no compensation committee interlocks .
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Watch‑items / potential risks
- Company control dynamics: Significant voting power concentrated with founders (~40.5%); while committees are independent, this ownership structure can influence governance outcomes; continued performance of independent directors (including Kramer as Audit Chair) is key to investor confidence .
- Director equity is time‑based (no performance conditions); while standard for directors, it provides service‑based rather than performance‑contingent alignment .
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Overall view
- Kramer’s profile enhances board effectiveness in audit quality and cyber risk, with clear independence, robust committee activity, and no conflict flags. His tenure since 2020, financial expertise designation, and absence of related‑party issues are supportive of governance quality and investor confidence .