Tracy Rosser
COVENANT LOGISTICS GROUPAbout Tracy L. Rosser
Tracy L. Rosser, 59, is an independent director of Covenant Logistics Group (CVLG) serving since May 2023; he currently sits on the Nominating and Corporate Governance Committee. Rosser is Chief Supply Chain Officer of White Cap (since March 2024) and previously held senior logistics roles at Uber Freight/Transplace and Walmart, with a Bachelor’s in Business Administration (University of Alabama) and an Executive MBA (Tulane University) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| White Cap | Chief Supply Chain Officer | Mar 2024–present | Building materials/tools/equipment distributor to professional contractors |
| Uber Freight (formerly Transplace) | EVP, Operations | May 2019–Dec 2022 | Led operations in freight brokerage/managed transportation |
| Walmart Stores East, LLC (Walmart Fleet) | COO | Nov 2012–Feb 2019 | Oversaw fleet operations |
| Walmart | SVP, Transportation & Supply Chain | Nov 2012–Feb 2019 | Senior leadership in transportation/supply chain |
| Walmart | Senior VP – Division Lead, Store Operations | Various prior roles since 1997 | |
| Walmart | VP – Regional GM, Store Operations | ||
| Walmart | VP, Transportation | ||
| Walmart | General Manager – Distribution Center | ||
| Walmart | General Manager – Fleet Operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blume Global | Executive Advisory Board Member | Feb 2019–present | Technology/logistics advisory |
| National WWII Museum | Board of Trustees Member | Jan 2011–present | Non-profit governance |
| Arkansas Trucking Association | Board Member | Nov 2012–Jan 2019 | Industry board service |
| American Trucking Associations | Board Member | Jan 2016–Jan 2019 | National industry body |
| National Academy of Sciences – Transportation Research Board | Board Member | Jan 2004–Jan 2009 | Transportation research oversight |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; 2024 Nominating Committee composition: Moline (Chair), Carson, Rosser; met 5 times .
- Independence: Board determined Rosser is independent under NYSE rules; two-thirds of the Board independent; committees are solely independent .
- Attendance: Board held 7 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Governance practices: Majority vote policy in uncontested elections; proxy access; director retirement age policy (75); overboarding limits (≤5 public boards for directors) .
- Ownership/Trading policies: Director stock ownership guideline of 5× annual cash retainer; anti-hedging and anti-pledging policy applies to directors (no hardship exception) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Non-Employee Director Annual Cash Retainer | $70,000 | Standard retainer |
| Nominating Committee Member Fee | $7,500 | Committee membership |
| Total Fees Earned or Paid in Cash | $71,916 | 2024 reported amount (proration may apply) |
Performance Compensation
| Component (2024) | Grant Details | Vesting | Grant Date Fair Value |
|---|---|---|---|
| Director RSUs | 4,278 RSUs (Class A common) | Scheduled to vest May 15, 2025; subject to acceleration for death, disability, retirement, and change-in-control (with termination) | $99,998 |
- Performance metrics: None disclosed for director equity; annual director RSUs are time-based, not performance-conditioned .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Rosser .
- Potential interlocks/conflicts: Rosser is an executive at White Cap; no related-party transactions >$120,000 were reported for 2024, and the Audit Committee pre-approves any such transactions .
Expertise & Qualifications
- The Board skills matrix highlights Rosser’s industry, risk management, information security, governance, strategy development, human capital/compensation, and technology/innovation expertise .
- Education: BBA (University of Alabama); Executive MBA (Tulane University) .
Equity Ownership
| Holder | Shares (Direct) | RSUs Scheduled to Vest ≤60 Days from Record Date | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Tracy L. Rosser | 4,908 | 4,278 | 9,186 | * (less than 1%) |
- Ownership guidelines: Directors must maintain at least 5× annual cash retainer in Class A common stock; sales permitted only if post-sale holdings meet guideline .
- Hedging/pledging: Prohibited for directors .
Insider Trades
| Date | Filing | Transaction | Link |
|---|---|---|---|
| May 16, 2025 (for activity on May 14, 2025) | Form 4 | Stock Award (Grant) reported for director RSUs | https://research.secdatabase.com/CIK/928658/Company-Name/COVENANT-LOGISTICS-GROUP,-INC. |
| May 14, 2025 | Recent Insider Transactions (summary) | “Stock Award (Grant)” entry for Tracy L. Rosser | https://finance.yahoo.com/quote/CVLG/insider-transactions/ |
| May 14, 2025 | Insider Roster (summary) | Insider holdings/award entries including Rosser | https://finance.yahoo.com/quote/CVLG/insider-roster/ |
Note: Director RSU grants are also described in the CVLG 2025 Proxy; non-employee directors elected at the 2024 annual meeting received 4,278 RSUs vesting May 15, 2025 .
Governance Assessment
- Independence & oversight: Rosser’s independent status and role on the Nominating Committee, which oversees Board independence and conflicts processes, support effective governance .
- Engagement: Board and committee meeting frequency with minimum attendance thresholds were met by all directors; annual self-assessments are conducted via outside counsel .
- Alignment: Director stock ownership guideline (5× retainer), annual equity grants, and anti-hedging/anti-pledging rules enhance alignment with shareholders and reduce risk of misaligned incentives .
- Conflicts: Despite Rosser’s executive role at White Cap, CVLG reported no related-party transactions >$120,000 in 2024; the Audit Committee must pre-approve any related-party transactions and monitor conflicts .
- Compensation structure: Balanced mix of cash retainer and time-based RSUs (no performance-conditioned director equity), consistent with market practice; fees reflect committee service .