Joey Hogan
COVENANT LOGISTICS GROUPAbout Joey Hogan
Joey B. Hogan, 63, is a director of Covenant Logistics Group (CVLG) since May 2023 and serves on the Board’s Risk Committee. He retired from CVLG in June 2023 after more than 25 years as an officer, including roles as President, COO, CFO, and PFO; the Board does not classify him as “independent” under NYSE rules given his recent executive status. In 2024, the Board met seven times and each director attended at least 75% of Board/committee meetings; the Risk Committee met four times. Hogan’s background is heavily operational and financial within trucking and logistics, with prior public company board experience at Chattem, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covenant Logistics Group, Inc. | Executive Vice President (strategic planning/mentoring/government relations/special projects) | Through retirement June 2023 | Senior leadership and strategic initiatives |
| Covenant Logistics Group, Inc. | President; Principal Financial Officer | President: Apr 2021–Jan 2023; PFO: Apr 2021–May 2022 | Executive leadership; finance oversight |
| Covenant Logistics Group, Inc. | Co‑President & Chief Administrative Officer | Apr 2020–Apr 2021 | Enterprise administration |
| Covenant Logistics Group, Inc. | President & Chief Operating Officer | Feb 2016–Apr 2020 | Operations leadership |
| Covenant Logistics Group, Inc. | Senior EVP & COO; President of Covenant Transport, Inc. | May 2007–Feb 2016 | Operations and subsidiary leadership |
| Covenant Logistics Group, Inc. | CFO; EVP; SVP; Treasurer | CFO: 1997–May 2007; EVP: May 2003–May 2007; SVP: Dec 2001–May 2003; Treasurer: Aug 1997–Dec 2001 | Finance leadership; capital allocation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Truckload Carriers Association | Officer (current) | Current | Industry leadership |
| Chattem, Inc. (formerly publicly traded) | Director; Audit Committee member | Apr 2009–Mar 2010 | Audit oversight |
Board Governance
- Committee assignments: Member, Risk Committee (Chair: Herbert J. Schmidt); Risk Committee met four times in 2024. Audit, Compensation, and Nominating are comprised solely of independent directors.
- Independence: Not designated independent by the Board; independent directors named are Carson, Kramer, Moline, Rosser, Schmidt, and Welborn.
- Attendance and engagement: Board held 7 meetings in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting. Independent directors held four special executive sessions in 2024.
- Board structure: Combined Chair/CEO (David R. Parker) with a Lead Independent Director (W. Miller Welborn).
- Overboarding/ownership/hedging: Overboarding limits in place; stock ownership guideline for non‑employee directors is 5x annual cash retainer; anti‑hedging and anti‑pledging policy applies to directors.
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Fees earned or paid in cash | $69,416 (prorated variances vs schedule possible, per proxy note) |
| Annual cash retainer (reference schedule) | $70,000 non‑employee director; Lead Independent +$25,000 (not applicable to Hogan) |
| Committee fees (reference schedule) | Risk Committee member: $5,000; chair: $7,500 (Hogan is a member) |
| Meeting fees | None (no per‑meeting fees) |
Performance Compensation
| Equity | Grant details | Vesting |
|---|---|---|
| RSUs (annual director grant) | 4,278 RSUs (grant date May 15, 2024; grant-date fair value ≈$100,000) | Vests May 15, 2025; accelerated for death, disability, retirement, and change‑in‑control with service termination in connection with the CIC |
No director performance metrics are disclosed for Board equity; the annual director RSU is time-based with governance-friendly features.
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Current public company directorships | None disclosed for Hogan (aside from CVLG). |
| Prior public company boards | Chattem, Inc. (Director; Audit Committee). |
| Compensation Committee interlocks | Company disclosed no interlocks for 2024. |
Expertise & Qualifications
- The Board’s skills matrix indicates Hogan brings expertise in public company leadership, financial reporting, risk management, information security, governance, strategy development, human capital/compensation, communications/marketing/sales/customer service, and technology/innovation.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 126,899 Class A shares (includes 4,278 RSUs due to vest within 60 days of March 27, 2025). |
| Percent of shares outstanding | <1% (as classified by the company’s ownership table). |
| Ownership breakdown | 122,621 shares held jointly by Joey B. Hogan and Melinda J. Hogan; 4,278 RSUs scheduled to vest within 60 days of Record Date. |
| Indicative ownership value | ≈$2.91 million (126,899 × $22.91 March 27, 2025 closing price). |
| Pledging/hedging | Prohibited for directors under company policy; no hardship exceptions. |
| Director stock ownership guideline | Minimum 5× annual cash retainer (i.e., 5 × $70,000 = $350,000). |
| Apparent compliance | Holdings far exceed 5× guideline at Record Date price (≈$2.91M vs $350K). |
Governance Assessment
-
Positives:
- Deep operational and financial pedigree at CVLG (former CFO/COO/President), bringing company-specific institutional knowledge and industry relationships to the Board.
- Strong alignment via meaningful share ownership; director equity is time-based RSUs with holding expectations; anti‑hedging/anti‑pledging in place; ownership guideline at 5× cash retainer.
- Active Risk Committee participation; committee met 4× in 2024; Board and committee attendance by all directors met ≥75% threshold.
-
Concerns/RED FLAGS:
- Independence: Hogan is not classified as an independent director (former executive within NYSE’s cooling‑off period), yet serves on the Risk Committee alongside another non‑independent director (Rachel Parker‑Hatchett), which may temper perceived independence of risk oversight (though the Risk Committee is chaired by an independent director, Schmidt).
- Family influence on Board composition (Parker family), combined with dual‑class voting control, is a structural governance consideration; however, no 2024 related‑party transactions above $120,000 were reported.
- Combined Chair/CEO structure relies on the effectiveness of the Lead Independent Director and independent committees for checks and balances; Audit, Compensation, and Nominating are fully independent, which mitigates some risk.
-
Shareholder sentiment signals: Say‑on‑pay passed with ~98.7% approval in 2024, suggesting broad support for compensation governance; while not director‑specific, it reflects positive investor confidence in overall governance.
-
Overall implication: Hogan’s extensive operating and finance experience is valuable for strategy and risk insight, but his current non‑independent status necessitates continued reliance on independent committee leadership and processes to maintain investor confidence in risk oversight and board independence.