Dustin Koehl
COVENANT LOGISTICS GROUPAbout Dustin Koehl
Covenant Logistics Group’s Chief Operating Officer since May 13, 2024; age 41; 17+ years in transportation with senior roles in operations and sales across Waabi, Total Transportation of Mississippi, and U.S. Xpress, plus industry engagement with MIT FreightLab, ATA, and ATRI . Company performance context for 2024: revenue over $1.1 billion, Adjusted EPS $1.98, net income $35.9 million, and strong multi-year TSR since 2019 (Company TSR value of a $100 investment at $434.47 vs peer index $133.76) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Waabi (autonomous trucking) | Head of Commercialization | Through 2024 | Led customer adoption, transportation strategy, and safety programs |
| Total Transportation of Mississippi | VP – Sales & Operations | Through 2019 (12 years tenure) | Senior leadership in operations and sales; commercial partnerships |
| U.S. Xpress | SVP – Over-the-Road | Through 2022 (3 years tenure) | Over-the-road network leadership and operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MIT FreightLab | Partner | Ongoing | Academic-industry collaboration in freight analytics |
| American Trucking Associations (ATA) | Committee positions | Ongoing | Industry policy and operational committees |
| American Transportation Research Institute (ATRI) | Committee positions | Ongoing | Research-oriented industry committees |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annualized Base Salary | $425,000 | Effective at appointment; used for bonus target % calculations |
| Actual Salary Paid | $261,542 | Partial year from May 13, 2024 |
| Target Bonus % | 60% of year-end annualized base | Under Senior Executive Bonus Program |
| Actual Bonus Paid | $235,879 | Paid March 2025 for FY2024 performance |
| Perquisites | $8,898 | Cell phone stipend and relocation costs |
Performance Compensation
2024 Senior Executive Bonus Program
| Metric | Weighting/Structure | Target(s) | Actual | Payout |
|---|---|---|---|---|
| Adjusted EPS | Up to 150% of bonus target based on EPS grid | Min $1.775; Target $2.075; Max $2.275 | $1.98 | Certified achieved; included in total bonus; specific % not disclosed |
| Customers (Expedited, Dedicated, Brokerage) | 8.33% of bonus target | Add one new customer per unit with executed contracts (by 12/31/2024) | Achieved | 8.33% of bonus target earned |
| Sales Organization | 8.33% of bonus target | Complete updated sales org structure by 11/1/2024 | Achieved | 8.33% of bonus target earned |
| Operational Improvement | 8.33% of bonus target | Complete operating improvement plans for each unit by 11/1/2024 | Achieved | 8.33% of bonus target earned |
2024 Long-Term Incentive Plan (LTIP)
| Component | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| Time-based RSUs | 06/21/2024 | 8,460 | $199,994 at $23.64 per share | 33.34% on 07/01/2025, 07/01/2026, 07/01/2027 |
| Performance-based RSUs | 06/21/2024 | 8,460 target | $199,994 at target (max fair value $399,989) | Earned based on 3-year cumulative Adjusted EPS and 3-year average ROIC for period ending 12/31/2027 |
| EPS Performance Grid | N/A | N/A | N/A | 50% payout at $6.00; 100% at $6.75; 200% at $7.50 (3-year cumulative Adjusted EPS) |
| ROIC Performance Grid | N/A | N/A | N/A | 50% payout at 7.0%; 100% at 9.0%; 200% at 11.0% (3-year average ROIC) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 03/27/2025) | No direct Class A holdings reported; less than 1% ownership |
| Outstanding, Unvested Equity (12/31/2024) | Time-based RSUs: 8,460 (market value $230,577); Performance RSUs shown at threshold: 2,115 (market value $57,644) |
| Options | None disclosed for Koehl |
| Vested vs Unvested | Time-based RSUs unvested; vest 33.34% on 07/01/2025, 07/01/2026, 07/01/2027 |
| Ownership Guidelines | COO guideline: minimum ownership of 1x annual base salary; anti-hedging and anti-pledging with no hardship exception |
| Pledging/Hedging | Prohibited for CEO, President, COO, CFO, and directors; no hardship exception |
Employment Terms
| Provision | Term |
|---|---|
| Employment Start | May 13, 2024 |
| Status | At-will; no employment agreement |
| Severance (without cause) | Initially 12 months’ salary continuation; one-half target bonus if earned at/above minimum, prorated; 12 months COBRA; increases after 3-year anniversary to 24 months’ salary, full target bonus, 24 months COBRA |
| Change-in-Control (double trigger) | Initially 150% of annualized base salary lump sum; one-half target bonus; 18 months COBRA; increases after 3-year anniversary to 300%, full target bonus, 36 months COBRA |
| Non-compete | 12 months post-termination (3 months applies to Grant and Ballard; not to Koehl) |
| Equity Treatment on CIC | Double-trigger equity acceleration under Incentive Plan adopted July 2020 |
| Clawback | Mandatory recovery for restatements; Board may seek recovery for misconduct or covenant breaches for awards after 10/02/2023 |
Investment Implications
- Alignment: Pay mix emphasizes performance via EPS/ROIC-based RSUs and annual EPS-linked cash bonus; anti-hedging/pledging and stock ownership guideline (1x salary) reinforce alignment, though limited direct share ownership suggests alignment relies on future vesting rather than current skin-in-the-game .
- Retention: Severance and CIC economics escalate meaningfully after the third anniversary (24–36 month benefits, 300% CIC multiple), reducing near-term departure risk and incentivizing tenure through at least mid-2027; vesting cliffs in 2025–2027 further anchor retention .
- Performance levers: EPS and ROIC targets in the 2024 LTIP tie compensation to earnings quality and capital efficiency; 2024 operational goals (new customers, sales org redesign, and operating improvement) were fully achieved, signaling near-term execution capability under Koehl’s remit .
- Trading signals: RSU vesting begins July 1, 2025 and continues annually through 2027, which can create periodic insider selling windows; insider policy constraints (no hedging/pledging) mitigate leverage-driven selling pressure .
- Governance and pay support: 98.7% say-on-pay approval suggests investor acceptance of compensation design; ongoing application of clawbacks and double-trigger CIC terms is shareholder-friendly .