Herbert J. Schmidt
COVENANT LOGISTICS GROUPAbout Herbert J. Schmidt
Herbert J. Schmidt, 69, is an independent director of Covenant Logistics Group, Inc. (CVLG) who has served on the board since 2013. He is Chair of the Risk Committee and a member of the Compensation Committee, bringing extensive industry, operations, sales, risk management, and leadership experience from senior roles at Con-way Inc. and Contract Freighters, Inc. (CFI) . The Board has determined he is independent under NYSE rules; in 2024 the Board held seven meetings and each current member attended at least 75% of the aggregate Board and committee meetings on which they served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Con-way Inc. | Executive Vice President; President of Con-way Truckload | 2007–2012 | Senior executive leading freight transportation provider |
| Contract Freighters, Inc. (CFI) | President and CEO | 2005–2007 | Led post-merger transition to Con-way; enterprise risk experience |
| Contract Freighters, Inc. (CFI) | President | 2000–2005 | Led sales and operations; risk management focus |
| Contract Freighters, Inc. (CFI) | Senior Vice President, Operations; prior roles | Pre‑2000 | Progressive leadership across operations and sales functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Empire District Electric Company | Director | 2010–Jan 2017 | Compensation, Executive, and Strategic Projects Committees |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Chair, Risk Committee; Member, Compensation Committee |
| Committee independence | Compensation Committee comprised solely of independent directors |
| Committee meeting cadence (2024) | Risk Committee: 4 meetings ; Compensation Committee: 6 meetings |
| Board independence | Two‑thirds independent; Schmidt determined “independent” per NYSE |
| Board meetings and attendance (2024) | Board held 7 meetings; all current members attended ≥75% of Board and committee meetings |
| Executive sessions of independents | Independent directors held 4 special executive sessions in 2024 |
| Lead Independent Director | W. Miller Welborn (since 2021) |
| Overboarding policy | Directors limited to ≤5 public boards (including CVLG); none serve on >3 (excluding Company) |
| Anti-hedging/pledging policy | Directors prohibited from hedging or pledging CVLG stock; no hardship exception |
| Mandatory retirement | Director resignation prior to first annual meeting after age 75 (waiver possible) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $79,416 | Board and committee service (prorated where applicable) |
| Stock Awards (grant-date fair value) | $99,998 | Annual RSU grant to non-employee directors |
| Equity Grant Details | 4,278 RSUs | Granted May 15, 2024; scheduled to vest May 15, 2025; accelerates for death, disability, retirement, and CIC with service termination |
| Director fee structure (policy) | Cash retainer $70,000; Risk Committee Chair $7,500; Compensation Committee Member $7,500; no meeting fees | Annual equity retainer ≈$100,000 in RSUs; sale permitted only if holding ≥5x annual cash retainer in Class A stock |
Mix: Cash ~44% ($79,416) vs Equity ~56% ($99,998) in 2024, aligning director pay with shareholder interests through equity retainer .
Performance Compensation
Directors receive time-based RSUs; no performance-based metrics are tied to director compensation. Annual RSUs vest after one year; there are no dividends or voting rights on unvested equity .
Other Directorships & Interlocks
| Company | Current/Prior | Notes |
|---|---|---|
| Empire District Electric Company | Prior | Committee service on Compensation, Executive, Strategic Projects; ended Jan 2017 |
No Compensation Committee interlocks or insider participation were reported for 2024; no related person transactions involving directors exceeded $120,000 in 2024 .
Expertise & Qualifications
- Deep freight transportation operating leadership (Con-way EVP; CFI President/CEO) with emphasis on risk management and sales/operations execution .
- Active risk oversight as CVLG Risk Committee Chair, including enterprise risk identification, tolerance, and monitoring across safety, business continuation, and ERM framework .
- Compensation oversight as CVLG Compensation Committee member with independent charter and practice, including pay‑for‑performance alignment and use of external consultant .
Equity Ownership
| Ownership category | Shares | Notes |
|---|---|---|
| Direct ownership | 19,990 | Class A shares (15) |
| RSUs vesting within 60 days of Record Date | 4,278 | RSUs (non‑voting until vest); scheduled vest May 15, 2025 (15) |
| Total beneficial ownership | 24,268 | “Less than 1%” of Class A; aggregated beneficial shares as of March 27, 2025 |
| Anti-hedging/anti-pledging | Prohibited for directors | Company policy; no hardship exception |
| Stock ownership guidelines | 5× annual cash retainer | Applies to non‑employee directors; sale permitted only while maintaining minimum |
Governance Assessment
- Independence and effectiveness: Schmidt meets NYSE independence; chairs Risk Committee and serves on Compensation Committee, both of which are independent with robust charters; committee meetings (Risk: 4; Compensation: 6) indicate active engagement .
- Alignment: 2024 director compensation tilted toward equity (≈$100k RSUs) with one-year vesting and strict anti‑hedging/pledging policies; ownership guidelines of 5× cash retainer promote long-term alignment .
- Conflicts and related party exposure: No related person transactions above $120,000 in 2024; no compensation committee interlocks or insider participation reported, reducing perceived conflict risk .
- Board oversight signals: Independent directors held four executive sessions; majority independent board; formal risk oversight structure with Risk Committee chartered remit; majority vote policy for director elections further supports accountability .
- RED FLAGS: None apparent specific to Schmidt in 2024 disclosures—no pledging/hedging permitted; no related transactions; overboarding policy in place and reportedly observed across directors .