W. Miller Welborn
COVENANT LOGISTICS GROUPAbout W. Miller Welborn
Independent director since 2017 (age 66), Lead Independent Director since the 2021 annual meeting, Chair of the Compensation Committee, and member of the Audit Committee at Covenant Logistics Group (CVLG). He is designated by the Board as an “audit committee financial expert” and is deemed independent under NYSE rules; the Board held seven meetings in 2024, and all directors attended at least 75% and the 2024 annual meeting; independent directors held four executive sessions in 2024, which he presided over as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SmartFinancial, Inc. (NYSE: SMBK) | Chairman | 2015–present | Bank holding company with over $5+ billion in assets; governance oversight |
| Cornerstone Bancshares, Inc. | Chairman | 2009–2015 | Served on ALCO, Loan, Governance, Nominating, Audit, and Compensation Committees; merged into SmartBank in 2015 |
| Welborn & Associates, Inc. | President | Since 2000 | Transportation/logistics consulting |
| Transport Capital Partners, LLC | Managing Partner (co-founder) | 2001–2014 | Transportation advisory; executive/ownership capacity |
| Boyd Bros Transportation; Welborn Transport, Inc.; Cummings Trucking Co., Inc. | President/CEO/Director (various) | Not disclosed | Executive roles at trucking companies |
| Lamp Post Group, Inc. | Partner | 2010–2015 | Venture capital (portfolio from startup to $600M revenue) |
External Roles
| Organization | Type | Role | Public Listing | Notes |
|---|---|---|---|---|
| SmartFinancial, Inc. | Public company (bank holding) | Chairman | NYSE: SMBK | Current public company chair position |
| Multiple non-profit boards | Non-profit | Director | — | Active service (specific names not disclosed) |
Board Governance
- Current CVLG roles: Lead Independent Director; Chair, Compensation Committee; Member, Audit Committee .
- Independence: Board determined Welborn is independent under NYSE rules; all members of the Audit, Compensation, and Nominating Committees meet NYSE/SEC independence requirements .
- Audit Committee financial expertise: Kramer, Moline, and Welborn qualify; Audit Committee met nine times in 2024 .
- Compensation Committee: Welborn chairs; committee met six times in 2024; members are independent and retain an independent consultant (Pearl Meyer) .
- Nominating Committee met five times; Risk Committee met four times in 2024 .
- Board activity: Seven full board meetings; all directors attended at least 75% and the 2024 annual meeting; independent directors held four special meetings without management .
- Lead Independent Director duties: Presides over executive sessions; facilitates communication; participates in rigorous annual assessment with outside counsel .
Fixed Compensation
| Year | Cash Fees (Board + Committee) | Notes |
|---|---|---|
| 2024 | $109,416 | Differences vs fee schedule may reflect proration |
| 2024 CVLG Director Fee Schedule (Annual) | Amount |
|---|---|
| Non-Employee Director Annual Cash Retainer | $70,000 |
| Additional Lead Independent Director Retainer | $25,000 |
| Compensation Committee Chair | $12,500 |
| Audit Committee Member | $7,500 |
| Nominating Committee Chair | $10,000 |
| Nominating Committee Member | $7,500 |
| Risk Committee Chair | $7,500 |
| Risk Committee Member | $5,000 |
| Meeting Fees | None |
- Mix and alignment: 2024 cash ($109,416) vs equity ($99,998 RSUs) → roughly 52% cash / 48% equity (based on reported fair values) .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Director RSUs | May 15, 2024 | 4,278 | $99,998 | Vests May 15, 2025; accelerated on death/disability/retirement; double-trigger on change-in-control | Time-based, no performance conditions; subject to ownership/anti-hedging policies |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee Interlocks | None in 2024; no reciprocal executive/director interlocks reported |
| Overboarding Policy | Directors limited to ≤5 public company boards; CEO limited to ≤3; none exceed limits |
Expertise & Qualifications
- Transportation/logistics executive experience (Boyd Bros, Welborn Transport, Cummings Trucking), consulting leadership (Welborn & Associates; Transport Capital Partners) .
- Banking and financial oversight (Chairman roles; ALCO, Audit, Compensation committees) .
- Audit Committee financial expert designation; finance and auditing sophistication .
- Board skills matrix highlights governance, strategy, human capital, industry, risk management capabilities across directors (including Welborn) .
Equity Ownership
| Item | Amount/Value |
|---|---|
| Beneficial Ownership (Class A) | 63,024 shares (58,746 owned directly; 4,278 RSUs vesting within 60 days of record date) |
| Ownership % of Class A | “*” (less than 1%) |
| Record Date and Price | March 27, 2025; $22.91 per share |
| Estimated Value at Record Date | ~$1,444, (63,024 × $22.91) |
| Director Ownership Guideline | Minimum 5× annual cash retainer (5 × $70,000 = $350,000 threshold) |
| Guideline Alignment Check | ~$1.44M estimated value > $350,000 threshold |
| Hedging/Pledging | Prohibited for directors (no hardship exception) |
Governance Assessment
- Strengths: Independent Lead Director with active executive-session leadership and formal annual assessments via outside counsel; chairs a fully independent Compensation Committee; designated audit committee financial expert; high board/committee engagement (frequent meetings); strong policies (majority vote, proxy access, anti-hedging/pledging, clawback, stock ownership guidelines) that support investor alignment .
- Alignment signals: Director equity retainer, five-times cash retainer ownership guidelines, and anti-hedging/pledging enhance skin-in-the-game and discourage misalignment; estimated personal holdings comfortably exceed guideline threshold .
- Shareholder sentiment: Executive say‑on‑pay supported by ~98.7% of votes in 2024—an indirect governance signal of support for the committee’s oversight and pay framework .
- Conflicts/Related parties: Audit Committee reviews and pre-approves related party transactions; none over $120,000 in 2024; Compensation Committee interlocks absent .
- Watch items: Concurrent chairmanship at SmartFinancial (SMBK) is not a disclosed conflict, but any material banking relationship with CVLG would require Audit Committee review; overboarding policy in place and not breached .