Tripp Grant
COVENANT LOGISTICS GROUPAbout Tripp Grant
James “Tripp” S. Grant, 46, is Executive Vice President and Chief Financial Officer of Covenant Logistics Group (CVLG) since May 2022; he joined CVLG in 2019 as Corporate Controller and later served as Chief Accounting Officer and principal accounting officer (2019–Jan 2024) . Company performance under the executive team in 2024 included over $1.1B revenue, Adjusted EPS of $1.98, ROIC of 4.1%, and a multi‑year TSR of 434.47 (vs. NASDAQ Transportation 133.76) as disclosed in Pay vs Performance . Prior to CVLG, Grant held finance and accounting roles at Chattem, Inc. (Director – Corporate Projects, Corporate Controller, Assistant Controller), Electric Power Board of Chattanooga (Senior Internal Auditor), and Neal, Scouten, & McConnell, P.C. (Senior Accountant) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Covenant Logistics Group | EVP & CFO | May 2022–Present | Enterprise finance leadership, capital allocation, performance alignment . |
| Covenant Logistics Group | Chief Accounting Officer; Principal Accounting Officer | Sep 2020–Jan 2024; Aug 2019–Jan 2024 | External reporting, controls, accounting policy . |
| Covenant Logistics Group | Corporate Controller | Jul 2019– | Consolidation, reporting, accounting operations . |
| Chattem, Inc. | Director – Corporate Projects; Corporate Controller; Assistant Controller | Aug 2007–Jun 2019 | Corporate finance and accounting leadership . |
| EPB of Chattanooga | Senior Internal Auditor | Jan 2006–Aug 2007 | Internal audit, controls . |
| Neal, Scouten, & McConnell, P.C. | Senior Accountant | Aug 2002–Jan 2006 | Public accounting engagements . |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 405,486 | 499,986 (2024 LTI RSUs) | 300,232 (includes $275,232 2024 bonus; $25,000 AAT bonus) | 4,908 | 1,210,612 |
| 2023 | 364,110 | 399,990 | 140,689 | 30,331 | 935,120 |
| 2022 | 274,129 | 93,740 | 308,824 | 14,204 | 690,897 |
Additional fixed pay details:
- 2024 base salary annualized $375,170, increased to $425,000 effective June 24, 2024 .
- Perquisites/benefits: cell phone stipend, wellness credit, LTD insurance; company matching contributions under Deferred Compensation Plan (2024: $666) .
- Deferred Compensation Plan participation (2024): executive contribution $68,150; company contribution $666; aggregate balance $266,218 .
Performance Compensation
2024 Senior Executive Bonus Program (STI)
| Component | Metric | Target Framework | 2024 Actual | Payout |
|---|---|---|---|---|
| Financial | Adjusted EPS | Min $1.775 = 37.5% of target; Target $2.075 = 75%; Max $2.275 = 150%; interpolation between levels | Adjusted EPS $1.98 | Included in $275,232 cash bonus paid to Grant for 2024 program |
| Strategic Projects | Lew Thompson & Son (LTS) + IT Projects | Up to +25% of target: LTS goal achieved = 16.75%; IT projects: 2/4=4.13%; 3/4=6.19%; 4/4=8.25% | LTS achieved; IT: 4/4 achieved | Earned full +25% of target as part of the $275,232 payout |
- Grant’s STI target opportunity: 70% of year-end annualized base salary .
- 2024 STI payout: $275,232 (paid in 2025) .
Long-Term Incentive (LTI)
2024 LTI plan structure and Grant’s awards:
| Element | Grant Detail | Vest/Performance Conditions |
|---|---|---|
| Target LTI value (Grant) | $500,000 | Mix of performance RSUs and time-based RSUs |
| Performance RSUs | 10,576 RSUs at target (granted 06/21/24 at $23.64) | 25% tied to 3-year cumulative Adjusted EPS: Threshold $6.00=50% payout; Target $6.75=100%; Max $7.50=200% . 25% tied to 3-year average ROIC: 7.0%=50%; 9.0%=100%; 11.0%=200% . Performance period ends 12/31/2027 . |
| Time-based RSUs | 10,574 RSUs (granted 06/21/24 at $23.64) | 33.34% vest on 7/1/2025; 33.34% on 7/1/2026; 33.34% on 7/1/2027 . |
| Other performance awards | LTS Bonus Plan (May 2023): 2,582 of 7,750 performance-based restricted shares earned for LT Target 1; vest on 12/31/2025 (service condition) . | LTS program-specific terms; separate from 2024 LTI . |
Key program design features:
- Double-trigger change-in-control vesting required for equity; no discretionary acceleration (except death/disability) .
- No dividends or voting on unvested equity .
- Clawback policy applies to incentive-based compensation; extends beyond SEC-mandated restatements to certain misconduct and restrictive covenant breaches after Oct 2, 2023 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 100,890 Class A shares (<1% of outstanding) . |
| Breakdown | 28,774 shares owned directly; 72,116 shares underlying currently exercisable stock options . |
| Options – key terms | 72,116 options (grant 11/11/20) exercisable; exercise price $7.885; expiration 11/11/2030 . |
| Unvested equity as of 12/31/2024 | Time RSUs: 10,574 (2024 LTI) . Performance RSUs (threshold reflected in table): 2,644 (2024 LTI) . Performance-based restricted shares: 2,582 (LTS earned, vest 12/31/2025); additional PB shares outstanding from 2023 programs as disclosed . |
| Ownership guidelines | Executives must meet stock ownership guidelines; CFO at 1x annual base salary . |
| Compliance indication | Record date price $22.91 (3/27/2025) and 100,890 shares imply ~$2.31M in value versus $425,000 CFO base salary; appears to exceed the 1x guideline (calculation based on ). |
| Hedging/Pledging | Prohibited for CEO/President/COO/CFO and directors; no hardship exception . |
Insider selling pressure considerations:
- Upcoming scheduled vest dates: time-based RSUs on 7/1/2025, 7/1/2026, 7/1/2027; LTS shares vest 12/31/2025 (service condition) .
- Options are deeply in-the-money at 12/31/2024 close ($27.255 vs $7.885 strike) .
Employment Terms
| Scenario | Severance/CIC Economic Terms for Tripp Grant |
|---|---|
| Employment agreement | At-will; no individual employment contract . |
| Severance (termination without cause) | 18 months salary continuation (9 months guaranteed + up to 9 months additional if not re-employed at comparable pay); target cash bonus for year of termination, if earned at/above minimum, prorated; 18 months COBRA reimbursement; 3-month non-compete post-termination . |
| Change-in-control (double-trigger) | Lump sum 200% of annualized base salary; target cash bonus for year of termination; 24 months COBRA reimbursement; 3-month non-compete post-termination . |
| Equity treatment | Double-trigger required for post-7/2020 grants; accelerated vesting upon qualifying termination in connection with CIC per plan; death/disability/retirement provisions may also accelerate per plan . |
Compensation Structure Analysis
- Pay mix and alignment: Program emphasizes performance with STI tied to Adjusted EPS and strategic projects; LTI includes multi-year Adjusted EPS and ROIC metrics plus time-based retention tranches .
- Policy safeguards: Prohibition on hedging/pledging; clawback beyond SEC scope; no tax gross-ups; no option repricing; no dividends/votes on unvested equity .
- Say-on-pay and benchmarking: 2024 say-on-pay approval ~98.7% indicates strong shareholder support . Compensation Committee used independent consultant (Pearl Meyer) and benchmarked against a 15-company peer set (e.g., ArcBest, Kirby, Saia, Werner, Wabash) .
Performance & Track Record
- Capital allocation and leverage: On the Q1 2025 call, CFO Grant reiterated focus on improving returns with disciplined M&A, active share repurchases, normalized capex of ~$75–80M in 2025, and operating leverage targeted between ~1x–2x EBITDA given reduced growth capex versus 2024 .
- Strategic priorities: Emphasis on mix, margins, and niche businesses to drive long-term returns; maintaining flexibility with modest leverage and liquidity .
Related Party Transactions and Governance Red Flags
- Related party transactions: Audit Committee pre-approval policy; no related party transactions >$120,000 reported for 2024 .
- Anti-hedging/pledging: Strict ban for senior executives/directors; no hardship exception .
- Clawback: Mandatory recoupment for restatements and expanded discretionary triggers (misconduct, restrictive covenant breaches) for awards after Oct 2, 2023 .
- Option repricing: Prohibited .
- Say-on-pay: High approval (98.7%) reduces governance risk around pay practices .
Compensation Peer Group (Benchmarking, pay inflation risk)
- 2024 peer group (15 companies) used with consultant input to inform compensation decisions, including ArcBest, Kirby, Saia, Werner, Wabash, among others; 2025 peer change: Heartland Express replaced by Hub Group .
Equity Vesting Schedules and Potential Selling Windows
| Award | Quantity | Vesting/Performance Timing |
|---|---|---|
| 2024 Time-based RSUs | 10,574 | 33.34% on 7/1/2025; 33.34% on 7/1/2026; 33.34% on 7/1/2027 . |
| 2024 Performance RSUs (target) | 10,576 | Based on 3-year cumulative Adjusted EPS and average ROIC performance over 2025–2027; payout 50–200% per metric . |
| 2023 LTS performance-based restricted stock (earned tranche) | 2,582 | Vest on 12/31/2025, subject to service . |
| Options (exercisable) | 72,116 @ $7.885, exp. 11/11/2030 | Already exercisable; potential execution aligned with blackout/trading windows . |
Employment & Contracts
- Start date and tenure: Joined CVLG July 2019; CFO since May 2022 .
- Non-compete: 3 months post-termination (severance or CIC cases) for CFO .
- Deferred compensation: Eligible and participating; fully vested company matching after 3 years of service (met) .
Investment Implications
- Alignment: High skin-in-the-game via direct shares and vested in-the-money options; strict no-hedge/pledge rules and ownership guidelines support alignment (CFO appears to exceed 1x salary requirement based on disclosed shares and record-date price) .
- Near-term supply from vesting: Multiple RSU vest dates (7/1/2025, 12/31/2025) may create routine selling windows; options are deeply in-the-money (12/31/2024 close $27.255 vs $7.885 strike), which can add episodic liquidity needs or exercises, subject to insider trading policy windows .
- Pay-for-performance: STI and LTI emphasize Adjusted EPS and ROIC across one- and three-year horizons; 2024 STI paid out with EPS below target but strategic projects fully achieved, indicating balanced scorecard and Committee judgment within plan design .
- Downside protection and retention: Severance (18 months salary potential; prorated bonus if minimum met) and CIC (200% salary plus target bonus) provide competitive protection with short non-compete for CFO (3 months), adequate for retention without excessive golden parachutes; double-trigger equity mitigates windfall acceleration risk .
- Governance quality: Strong policy suite (clawback beyond SEC mandate, no repricing, no tax gross-ups, no pledging/hedging) and high say-on-pay support reduce governance discount risk .
Notes: All compensation, ownership, plan mechanics, and policy terms are per CVLG’s 2025 DEF 14A and 2024 10‑K as cited. Earnings call commentary reflects CFO remarks on capital allocation, leverage, and capex priorities.