Rachel Parker-Hatchett
COVENANT LOGISTICS GROUPAbout Rachel Parker-Hatchett
Rachel Parker-Hatchett, 41, has served on Covenant Logistics Group’s board since 2020 and currently sits on the Risk Committee. She holds a Bachelor’s in Business Management from the University of Tennessee at Chattanooga and spent 2006–2020 in varied operational roles at Covenant, culminating as Director of Solutions (brokerage) and Women of Covenant Director; she also engaged in a UTC executive education program in 2015. The proxy discloses she is the daughter of CEO/Chairman David R. Parker, which bears on independence assessments.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covenant Transport / Covenant Solutions | Management Trainee; multiple operations and safety roles (Marketing Intern; Customer Service Intern; Fleet Manager Intern; Ops Intern; Log Clerk) | 2006–2010 (various dates as listed) | Built frontline and safety experience across units |
| Covenant Solutions (brokerage) | Operations Director | Feb 2010–Mar 2015 | Led operations; advanced risk/operations acumen |
| Covenant Solutions | Director of Solutions | Mar 2015–Mar 2019 | Training & development, change initiatives, daily coordination, new customer onboarding success |
| Covenant Logistics | Women of Covenant Director | 2019–Jul 2020 | Human capital engagement and culture programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Things First (local non-profit) | Board Member | 2011–2013 | Community involvement |
| University of Tennessee at Chattanooga | Executive Education Program participant | 2015 | Year-long executive program with community leaders |
Board Governance
- Committee assignments: Member, Risk Committee; Risk Committee met 4 times in 2024; chair is Herbert J. Schmidt; members include Schmidt, Carson, Hogan, and Parker-Hatchett.
- Independence: The board lists independent directors (Carson, Kramer, Moline, Rosser, Schmidt, Welborn); Parker-Hatchett is not listed as independent and is disclosed as the CEO’s daughter.
- Board activity and attendance: Board met 7 times in 2024; each current member attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 Annual Meeting.
- Governance structures: Lead Independent Director is W. Miller Welborn; independent director executive sessions were held 4 times in 2024.
- Policies: Majority vote for uncontested elections; stock ownership guidelines for non-employee directors (5× annual cash retainer); anti-hedging and anti-pledging policy applies to directors.
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (Board + Committee) | 69,416 |
| Stock Awards (RSUs grant-date fair value) | 99,998 |
| Total | 169,414 |
| Program Terms (Annualized) | Amount ($) |
|---|---|
| Non-Employee Director Annual Cash Retainer | 70,000 |
| Risk Committee – Member fee | 5,000 |
| Risk Committee – Chair fee | 7,500 |
| Audit Committee – Member/Chair | 7,500 / 17,500 |
| Compensation Committee – Member/Chair | 7,500 / 12,500 |
| Nominating Committee – Member/Chair | 7,500 / 10,000 |
| Meeting fees | None (no per-meeting fees) |
Performance Compensation
| Grant Detail | Term |
|---|---|
| RSUs granted | 4,278 Class A RSUs on May 15, 2024 |
| Grant-date fair value | ~$99,998 (ASC 718) |
| Vesting | May 15, 2025; acceleration for death, disability, retirement, and change-in-control if service terminates in connection |
| Equity retainer policy | Directors receive ~$100,000 in RSUs annually; sale only permitted if 5× cash retainer minimum ownership is maintained |
| Hedging/Pledging | Directors prohibited from hedging and pledging company stock; no hardship exception |
No options or performance-based equity awards for directors are disclosed; director RSUs vest based on time versus explicit financial/ESG metrics.
Other Directorships & Interlocks
- The 2025 proxy biography for Parker-Hatchett does not disclose any current public company directorships.
- Familial interlock: She is the daughter of CEO/Chairman David R. Parker; the company has formal related-party transaction approval procedures via the Audit Committee.
Expertise & Qualifications
- 14 years of internal operating experience across safety, brokerage, training, and change management—direct exposure to Covenant operations and risk processes.
- Human capital and culture engagement via Women of Covenant Director role (2019–2020).
- Executive education program completion (UTC, 2015).
- Board skills matrix and narrative emphasize enterprise risk oversight through the Risk Committee.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (Class A) | 313,684 shares |
| Ownership % | 1.4% of Class A; 1.2% of Total (Class A + Class B) |
| Composition | 309,406 Class A jointly with spouse; 4,278 Class A RSUs vesting within 60 days of the record date |
| Record date for ownership table | March 27, 2025 |
| Ownership guidelines (directors) | Minimum 5× annual cash retainer; sales allowed only if guideline maintained |
| Anti-pledging policy | Directors prohibited from pledging company stock |
Governance Assessment
- Independence risk: Not independent under NYSE rules and a first-degree familial relationship to the CEO/Chairman; this is a governance red flag for potential conflicts and board objectivity, mitigated in part by independent committee structures and a Lead Independent Director.
- Engagement: Documented participation thresholds met (≥75% attendance), annual meeting attendance in 2024, and active Risk Committee membership (4 meetings in 2024).
- Alignment: Significant personal share ownership (1.4% of Class A) plus annual RSU grants and 5× retainer ownership guideline support alignment; hedging/pledging policies further reinforce alignment.
- Related-party oversight: Audit Committee reviews and must preapprove related-party transactions >$120,000; none were reported for 2024—a positive signal, though ongoing monitoring remains prudent given family ties.
- Compensation reasonableness: Director pay mix emphasizes equity (~$100k RSUs) and standard cash retainers/committee fees with no meeting fees; time-based RSU vesting and anti-hedging/pledging reduce misalignment risk.
RED FLAGS
- Not independent and familial relation to CEO/Chairman (potential for conflicts of interest); continued reliance on independent directors/committees and robust related-party oversight is critical.