Management Change/Compensation Form 8 K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 21, 2024, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation (the "Company"), approved new annualized base salaries for certain of the Company's named executive officers, effective June 24, 2024, as follows:

Named Executive Officer

New Annualized Base Salary

M. Paul Bunn

$700,000

James "Tripp" S. Grant

$425,000

On June 21, 2024, the Compensation Committee approved a long-term incentive plan (the "2024 Long-Term Incentive Plan") in which certain of the Company's named executive officers received an aggregate target award equivalent to the following amounts:

Named Executive Officer

Target Award Amount

David R. Parker

$2,500,000

M. Paul Bunn

$1,000,000

James "Tripp" S. Grant

$500,000

These participants received Class A restricted stock units ("RSUs") equivalent to the target award amount above, except the Compensation Committee decided to issue Mr. Parker's award in cash given his significant stock holdings that align with stockholder value creation. The awards may be earned as follows: (A) 25% upon the Company's attainment of a three-year cumulative adjusted earnings per share ("Adjusted EPS") goal for the performance period ended December 31, 2027, (B) 25% upon the Company's attainment of a three-year average annual return on invested capital ("ROIC") goal for the performance period ended December 31, 2027, (C) 16.67% for continued service through July 1, 2025, (D) 16.67% for continued service through July 1, 2026, and (E) 16.67% for continued service through July 1, 2027. The portions of the award attributable to the Adjusted EPS and ROIC goals have a threshold payout of 50% of the target and a maximum payout of 200% of the target.

On June 21, 2024, the Compensation Committee changed Mr. Grant's bonus target, expressed as a percentage of year-end annualized base salary, under the previously disclosed 2024 Executive Bonus Program to 70.0%.