cvti20260401_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the Appropriate Box:

	☐	Preliminary Proxy Statement
	☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☒	Definitive Proxy Statement
	☐	Definitive Additional Materials
	☐	Soliciting Material Pursuant to § 240.14a-12

Covenant Logistics Group, Inc.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

	☒	No fee required
	☐	Fee paid previously with preliminary materials
	☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

COVENANT LOGISTICS GROUP, INC.

400 Birmingham Highway

Chattanooga, Tennessee 37419

NOTICE OF MEETING AND PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, MAY 13, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), to be held at our principal executive office, 400 Birmingham Highway, Chattanooga, Tennessee 37419, at 10:00 a.m. Eastern Daylight Time, on Wednesday, May 13, 2026.

The Annual Meeting is being held for the following purposes, as more fully described in the accompanying Proxy Statement:

	1.	To consider and act upon a proposal to elect nine (9) directors;

	2.	To consider and act upon an advisory and non-binding vote on executive compensation;

	3.	To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026; and

	4.	To consider and act upon such other matters as may properly come before the meeting and any adjournment thereof.

Shares of Class A and Class B common stock may be voted at the Annual Meeting only if the holder is present at the Annual Meeting in person or by valid proxy. YOUR VOTE IS IMPORTANT. To ensure your representation at the Annual Meeting, you are requested to promptly date, sign, and return the accompanying proxy in the enclosed envelope. You may also vote on the Internet by completing the electronic voting instruction form found at www.investorvote.com/CVLG or by telephone using a touch-tone telephone and calling 1-800-652-8683. Returning your proxy now will not interfere with your right to attend the Annual Meeting, if you wish to do so. The prompt return of your proxy may save us additional expenses of solicitation.

Important Notice Regarding the Availability of Proxy Materials for the

Meeting of Stockholders to Be Held on May 13, 2026

Pursuant to rules promulgated by the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials both by: (i) sending you this full set of proxy materials, including a proxy card; and (ii) notifying you of the availability of our proxy materials on the Internet. This Notice of Meeting and Proxy Statement, and our Annual Report to Stockholders for the year ended December 31, 2025, are available free of charge and may be accessed at www.edocumentview.com/CVLG. In accordance with SEC rules, we do not use “cookies” or other software that identifies visitors accessing these materials on this website. We encourage you to access and review all of the important information contained in the proxy materials before voting.

	By Order of the Board of Directors,

	David R. Parker
	Chairman of the Board

Chattanooga, Tennessee

April 10, 2026

Letter To

Stockholders

Governance

Executive

Compensation

Environmental

Belonging at Covenant

LETTER FROM OUR LEAD DIRECTOR

Dear Fellow Stockholders,

On behalf of the Board of Directors, I am pleased to share an update regarding the Board’s oversight and the progress made by the Company during 2025. Despite a freight market that remained challenging for much of the year, our management team and the Board continued to demonstrate operational discipline and strategic focus, positioning the business to generate long-term value for stockholders.

Throughout 2025, the Board worked closely with our management team to monitor market conditions and oversee the Company’s strategic priorities across its Expedited, Dedicated, Managed Freight, and Warehousing segments. We delivered continued top-line stability during the year, supported by growth in our specialized and dedicated transportation services and disciplined cost management.

Our 2025 performance was driven by continued expansion of the Dedicated fleet, improved service offerings across niche transportation markets, and strong customer demand for high-service logistics solutions. In 2025, we acquired certain assets we are operating as Star Logistics Solutions in the disaster recovery market.

The Company also maintained a diversified service platform. Growth in the Dedicated and Managed Freight segments helped offset softness in other areas of the trucking cycle, demonstrating the resilience of our strategy of focusing on specialized, service-intensive freight. In addition, the Company onboarded new customer relationships and continued to integrate and optimize acquired operations.

During 2025, we continued to advance initiatives designed to improve environmental performance, strengthen our workplace culture, and support the communities in which we operate. The Company’s sustainability efforts were recognized across the industry, including being named DHL’s Managed Transportation Sustainability Carrier of the Year for its environmentally responsible freight solutions and operational performance and receiving the TRANSTEX Sustainability Award in recognition of our measurable reductions in carbon emissions achieved through fleet investments in aerodynamic technology and fuel-efficiency initiatives. In addition, we were recognized as a 2025 Top Company for Women to Work in Transportation by the Women In Trucking Association, reflecting the Company’s commitment to career development across the organization. These recognitions underscore our commitment to responsible growth, operational excellence, and creating long-term value for customers, employees, communities, and stockholders.

We remained committed to returning value to our stockholders, including through our regular quarterly cash dividend. In addition, the Board authorized a $50 million stock repurchase program in April 2025, under which the Company repurchased $36.2 million of its Class A common stock during the year (excluding excise tax), reflecting our continued focus on enhancing long-term stockholder value.

Looking ahead, the Board continues to be confident in our long-term strategy. We believe the Company’s diversified service model, disciplined capital allocation approach, and commitment to operational excellence position it well to capitalize on improving freight market conditions and emerging opportunities within the transportation and logistics industry.

"The Board features two-thirds independent members and is actively involved in oversight of the Company’s strategy and risks. As Lead Independent Director, I preside over all executive sessions of the independent directors and facilitate active, effective communication between the independent directors and management."

W. Miller Welborn

Lead Independent Director

Letter To

Stockholders

Governance

Executive

Compensation

Environmental

Belonging at Covenant

On behalf of the independent directors, I would like to thank Covenant’s employees, professional drivers, management team, and customers for their dedication and partnership throughout the year and thank you, our stockholders, for your continued support and confidence in our leadership.

Sincerely,

W. Miller Welborn

Lead Independent Director

Letter To

Stockholders

Governance

Executive

Compensation

Environmental

Belonging at Covenant

WHAT WE DO

The following summarizes our key governance features:

✔ Lead Independent Director appointed

✔ Proxy access

✔ Corporate governance guidelines

✔ Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee comprised solely of independent directors

✔ Two-thirds of the Board nominees qualify as independent directors

✔ Limitation on number of outside public boards

✔ All members of our Audit Committee qualify as audit committee financial experts

✔ Regular sessions of independent directors

✔ Stock ownership guidelines for non-employee directors of five times annual cash retainer

✔ Independent Audit Committee oversees risks related to information security and cybersecurity

✔ Stock ownership guidelines for senior executive officers, with CEO at six times annual base salary

✔ Anti-hedging and anti-pledging guidelines for senior executive officers, with no hardship exception

✔ Majority vote policy for uncontested elections

✔ Annual Board and committee written self-assessment through outside counsel

✔ Annual Lead Independent Director written assessment through outside counsel

✔ Annual CEO written assessment through outside counsel

✔ Annual enterprise risk assessment

✔ Director orientation

Risk Assessment Overview

	Board of Directors				Management

We take a company-wide approach to risk management, with our full Board responsible for and overseeing our risk management process on an ongoing basis. Our full Board: ● determines the appropriate risk for us as an organization; ● identifies and assesses the specific risks faced; ● reviews the appropriate steps to be taken by management in order to manage and mitigate those risks; and ● monitors and reviews our risk framework, including the adequacy and effectiveness of our risk management policies, safety initiatives, business continuation, and enterprise risk management program. While the full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas.				Pursuant to the Board’s instruction, management regularly reports on applicable risks to the full Board. Additional review or reporting on risks are conducted as needed or as requested by our Board and its committees.
Primary Areas of Risk Assessment:
● environmental risk ● legal and compliance risk ● operational and strategic risk		● regulatory risks ● succession risk ● safety and security risk




	Committees

Audit ● oversees assessment and management of financial and accounting risks ● responsible for overseeing potential conflicts of interests ● oversees risks associated with information security and cybersecurity, including the quality, adequacy, and effectiveness of our data security, privacy, and technology, and cyber incident response ● monitors and mitigates risks relating to our deployment of financial resources, the management of our balance sheet, and the investment of cash and other assets			Compensation ● responsible for overseeing the management of risks relating to our executive and non-executive compensation policies and practices and the incentives created by our compensation policies and practices Nominating and Corporate Governance ● responsible for overseeing implementation of appropriate corporate governance procedures and overseeing the management of risks associated with the independence and diversity of our Board

Letter To Stockholders

Governance

Executive

Compensation

Environmental

Belonging at Covenant

KEY FEATURES OF EXECUTIVE COMPENSATION PROGRAM

The Company adheres to the following practices and policies with respect to our executive compensation programs:

✔ Annual say-on-pay votes

✔ Stock ownership guidelines for senior executive officers, with CEO at six times annual base salary

✔ Anti-hedging and anti-pledging guidelines for senior executive officers, with no hardship exception

✔ Independent compensation consultant retained by the Compensation Committee to advise on executive compensation matters

✔ No tax gross-ups

✔ Direct link between pay and performance that aligns business strategies with stockholder value creation

✔ No re-pricing or back-dating of stock options or similar awards

✔ No equity vesting periods of less than twelve months (except for the 5% of the share reserve that are available for issuance under the Incentive Plan with no minimum vesting requirements)

✔ No payment of dividends on unvested equity awards

✔ No voting on unvested equity awards

✔ Double trigger change in control for severance benefits. Additionally, equity awards are required to have double trigger change in control vesting

✔ No discretion under the Incentive Plan for the Compensation Committee to accelerate vesting, except in cases involving death or disability

✔ No cash vehicle allowance or company-provided cars

In 2025, our Named Executive Officers participated in cash and equity programs with performance targets designed to further align pay and performance.

We granted restricted stock units to certain of our Named Executive Officers and directors as part of our continued focus to incentivize and reward Company performance.

Letter To Stockholders

Governance

Executive Compensation

Environmental

Belonging at Covenant

ENVIRONMENTAL FOCUS

We believe the future of transportation will involve a blend of fuel options – from battery electric to hydrogen to compressed natural gas to diesel. For the foreseeable future we expect much of our transportation needs to continue to be on diesel as other options mature and become reliably available at scale. Covenant will continue to evaluate all available options and pursue the larger goal of decarbonization.

✔

Taking full advantage of the most up-to-date engine technologies and improvements through a modern tractor fleet with an average age of 1.6 years, which is lower than the industry average

✔

Testing battery electric tractors where appropriate

✔

Installing electronic auxiliary power units (EAPUs) to significantly reduce idle percentage across the fleet

✔

Adopting the EPA's Smartway certification program - Covenant has consistently maintained full Smartway certification since 2006- Receiving the 2024 Smartway Excellence Award - which is only given to the top 1% of all Smartway participants

✔

Exploring processes and solutions to assist in carbon accounting

✔

Optimizing all recycling programs involving tires, batteries, water, scrap metal, cleaning solvents, and soot from diesel particulate filters

✔

Equipping our tractors and trailers with technology designed to increase aerodynamics and reduce emissions, including maximum length cab extenders, chassis side fairings, aerodynamic bumpers, trailer aero skirts, and rear aero devices on trailers

✔

Utilizing direct drive automated transmissions and down speed rear axle ratios, which allow the engine to operate at lower RPMs while at cruise speeds

✔

Installing tires as retreads – extending existing tires with a second life – eliminating significant waste from our nation’s landfills

✔

Empowering a leadership team focused on sustainability, charged with understanding, evaluating and implementing, where practical, new developments, emerging technologies, and vendors that will help us move forward and stay abreast of current trends

"By utilizing the most up-to-date technologies available for reducing emissions, equipping our tractors with multiple idle reduction technologies, using retread tires for over half of our tire replacements, optimizing our recycling efforts, and considering environmental risk in our purchasing and operating decisions, Covenant is committed to reducing its environmental impact.”

Dan Porterfield

SVP Maintenance and Equipment Control

Letter To Stockholders

Governance

Executive Compensation

Environmental

Belonging at Covenant

BETTER TOGETHER

At the heart of our senior leadership team lies a shared belief: we are BETTER TOGETHER. As a team, we strive to foster an environment where every member feels valued, empowered, and motivated to contribute their best. Together, we embrace challenges, celebrate successes, and learn from our experiences. Our commitment to growth and collaboration is what makes us stronger and more resilient.

✓

Quarterly Belonging initiatives, celebrating unity and empowerment

✓

Volunteer Time Off program

✓

Employee of the Month programs

✓

Driver and Non-Driver appreciation days

✓

Enhanced our Parental Leave benefits

✓

Hogan Leadership Academy developing the leaders of tomorrow

✓

Multiple veterans programs focused on increased driver pay, driver school stipend, and annual veterans recognition program

	✓	Recognized as Military - Friendly and Military - Spouse Friendly employer
	✓	Five consecutive years Women in Trucking has recognized Covenant as one of the top companies for women to work for in transportation
	✓	Two consecutive years awarded Best of the Best first place award as top place to work


EMPATHY	SERVANTHOOD	VIRTUE

Treating others the way you want to be treated.	Putting others before yourself.	Practicing integrity, honesty and fairness in all situations.

TABLE OF CONTENTS

GENERAL INFORMATION		1
Voting by Proxy		1
Record Date and Voting Rights		1
Required Vote		2
Quorum Requirement		3
Voting Instructions		3
Right to Attend Annual Meeting; Revocation of Proxy		3
Costs of Solicitation		3
Annual Report		3
Important Information to Read with This Proxy Statement		4
PROPOSAL 1 – ELECTION OF DIRECTORS		4
Nominees for Directorships		5
Board Skills Matrix		5
CORPORATE GOVERNANCE		8
The Board of Directors and Its Committees		8
What We Do		8
Board of Directors		8
Committees of the Board of Directors		12
The Audit Committee		12
Report of the Audit Committee		13
The Compensation Committee		14
Report of the Compensation Committee		15
Compensation Committee Interlocks and Insider Participation		15
The Nominating and Corporate Governance Committee		15
Our Executive Officers		17
Code of Conduct and Ethics		17
EXECUTIVE COMPENSATION		18
Compensation Discussion and Analysis		18
Executive Summary		18
Key Features of Executive Compensation Program		18
Named Executive Officers		19
Overview and Philosophy of Compensation		19
Elements of Compensation		20
Compensation Determination Process		20
Base Salary		21
Incentive Compensation		21
Performance-Based Annual Cash Bonuses		21
Long-Term Incentives		21
Other Compensation		22
Employee Benefits		23
Compensation Paid to Our Named Executive Officers		23
Compensation Paid to Our Chief Executive Officer		23
Compensation Paid to Our Other Named Executive Officers		23
2025 Senior Executive Bonus Program		25
2025 Long-Term Incentive Plan		26
Restricted Stock and Cash Payouts Based on 2025 Performance		27
Compensation Decisions with Respect to 2026		27
Benchmarking Compensation		27
Other Policies and Considerations		28
Risk Considerations Regarding Compensation		28
Potential Payments Upon Termination or Change in Control		28
Consideration of Say-on-Pay Vote Results		30
Summary Compensation Table		31
All Other Compensation Table		32
Narrative to the Summary Compensation Table		32
Grants of Plan-Based Awards Table		33
Narrative to Grants of Plan-Based Awards Table		33

Outstanding Equity Awards at Year-End Table		34
Options Exercised and Stock Vested Table		35
Nonqualified Deferred Compensation Table		36
Pay Ratio Disclosure		36
Pay Versus Performance		37
Director Compensation		41
Narrative to Director Compensation		41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		44
PROPOSAL 2 – ADVISORY AND NON-BINDING RESOLUTION ON EXECUTIVE COMPENSATION		44
RELATIONSHIPS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		46
Principal Accountant Fees and Services		46
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		46
STOCKHOLDER PROPOSALS		47
OTHER MATTERS		48

COVENANT LOGISTICS GROUP, INC.

400 Birmingham Highway

Chattanooga, Tennessee 37419

NOTICE OF MEETING AND PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, MAY 13, 2026

GENERAL INFORMATION

This Notice of Meeting and Proxy Statement are furnished in connection with the solicitation of proxies from the stockholders of Covenant Logistics Group, Inc., a Nevada corporation, to be voted at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held at our principal executive office, 400 Birmingham Highway, Chattanooga, Tennessee 37419, 10:00 a.m. Eastern Daylight Time, on Wednesday, May 13, 2026, and any adjournment thereof.

The Proxy Statement, proxy card, and our 2025 Annual Report for the year ended December 31, 2025 (the “2025 Annual Report”), which collectively comprise our “proxy materials,” were first mailed on or about April 10, 2026, to stockholders of record at the close of business on our record date of March 26, 2026 (the “Record Date”). Except to the extent it is incorporated by specific reference, the enclosed copy of our 2025 Annual Report is not incorporated into this Proxy Statement and is not to be deemed a part of the proxy solicitation material.

The terms “Company,” “we,” “us,” and “our” refer to Covenant Logistics Group, Inc. and its consolidated subsidiaries. The term “Board” refers to our Board of Directors.

VOTING BY PROXY

THE ENCLOSED PROXY IS SOLICITED BY OUR BOARD. When a proxy is executed and returned (and not revoked) prior to the Annual Meeting, the proxy will be voted according to the instructions the stockholder made when granting the proxy. Unless otherwise specified or if no choice is indicated on a proxy, all proxies received pursuant to this solicitation will be voted in accordance with the recommendations by our Board as follows:

“FOR” Proposal 1:

The election of the nine (9) director nominees named below.

“FOR” Proposal 2:

Advisory and non-binding vote to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

“FOR” Proposal 3:

Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026.

Your executed proxy appoints the persons appointed to vote the proxies as your duly authorized attorney-in-fact and gives such persons the power to represent and vote at the Annual Meeting all shares of our outstanding Class A common stock, par value one cent ($0.01) per share (the “Class A common stock”), that you are entitled to vote as a stockholder. Such persons will vote your shares as instructed by you on your proxy. If you do not provide voting instructions on Proposals 1, 2, or 3 or for any other matters properly presented at the Annual Meeting, your proxy also gives such persons the discretionary authority to vote your shares represented thereby as recommended above by the Board and in accordance with any such person’s best judgment. None of the proposals discussed in this Proxy Statement that are intended to be acted upon at the Annual Meeting are related to or conditioned upon the approval of any other matters.

RECORD DATE AND VOTING RIGHTS

The Record Date for the Annual Meeting is March 26, 2026. Only stockholders of record at the close of business on the Record Date are entitled to vote at the Annual Meeting, either in person or by valid proxy. Holders of Class A common stock are entitled to one vote for each share held. Holders of Class B common stock, par value one cent ($0.01) per share (the “Class B common stock”), are entitled to two votes for each share held so long as David R. Parker or certain members of his immediate family beneficially own such shares. In the event that any shares of our Class B common stock cease to be beneficially owned by Mr. Parker or certain of his immediate family members, such shares will be automatically converted into shares of our Class A common stock and will then be entitled to one vote per share. Unless otherwise required by Nevada law, the Class A common stock and Class B common stock vote together as a single class. We have no other class of stock outstanding. Holders of Class A common stock and Class B common stock are not entitled to cumulative voting in the election of directors. On the Record Date, the closing market price of our Class A common stock as reported on the New York Stock Exchange (the “NYSE”) was $27.12 per share.

On the Record Date, there were issued and outstanding (i) 20,392,177 shares of Class A common stock entitled to cast an aggregate 20,392,177 votes on all matters subject to a vote at the Annual Meeting and (ii) 4,700,000 shares of Class B common stock entitled to cast an aggregate 9,400,000 votes on all matters subject to a vote at the Annual Meeting. The total number of shares of our common stock issued and outstanding on the Record Date was approximately 25,092,177 and the holders of such shares are entitled to cast an aggregate of 29,792,177 votes on all matters subject to a vote at the Annual Meeting. The Inspector of Elections will tabulate votes cast at the Annual Meeting, and the results of all items voted upon will be announced at the Annual Meeting. We will also disclose the final voting results in a Current Report on Form 8-K filed with the SEC in accordance with SEC rules.

REQUIRED VOTE

Proposal Number	Description	Board Recommendation	Vote Required for Approval	Effect of Abstentions⁽²⁾	Effect of Broker Non- Vote⁽³⁾
1	Election of directors	FOR	Plurality of votes cast⁽¹⁾	No effect	No effect
2	Advisory and non-binding vote to approve executive officer compensation	FOR	Majority of the voting power of the shares of Class A and Class B common stock represented at the meeting and entitled to vote, voting together as a single class	Same effect as a vote “Against”	No effect
3	Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026	FOR	Majority of the voting power of the shares of Class A and Class B common stock represented at the meeting and entitled to vote, voting together as a single class	Same effect as a vote “Against”	Discretionary vote of broker

(1)

The nine director nominees receiving the highest number of votes for their election will be elected. Any incumbent director who receives a greater number of votes “withheld” from his or her election than are voted “for” such election (excluding abstentions and broker non-votes) shall be subject to the majority vote policy described under Corporate Governance – The Board of Directors and Its Committees – Board of Directors – Majority Vote Policy.

(2)

“Abstentions” (or “withhold votes” in the case of the election of directors) are shares that are entitled to vote but that are not voted at the direction of the holder.

(3)

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank, or other agent how to vote your shares, your broker, bank, or other agent may still be able to vote your shares in its discretion. Under the rules of the NYSE, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank, or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank, or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals 1 and 2 are considered to be “non-routine” under NYSE rules such that your broker, bank, or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposal 3 is considered to be “routine” under NYSE rules and thus if you do not return voting instructions to your broker, bank, or other agent, your shares may be voted by your broker, bank, or other agent in its discretion on Proposal 3.

QUORUM REQUIREMENT

In order to transact business at the Annual Meeting, a quorum must be present. A quorum is present if the holders of a majority of the voting power of the issued and outstanding shares of Class A and Class B common stock entitled to vote are represented at the Annual Meeting in person or by proxy. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.

Voting InstructionS

Your type of stock ownership determines the method by which you may vote your shares. If your shares are registered directly in your name in the stock register and stock transfer books of the Company or with our transfer agent (Computershare Investor Services), you are a “registered holder” and considered the stockholder of record with respect to those shares. If you hold your shares through a broker, rather than holding shares registered directly in your name, you are considered a “beneficial owner” of shares held in street name. Beneficial owners have the right to instruct their broker how to vote the shares held in their account.

If you are a registered holder of record of our Class A common stock, you may vote your shares either (i) over the telephone by calling a toll-free number set forth in your proxy card for voting prior to the Annual Meeting, (ii) by using the Internet and visiting the designated website, (iii) by mailing your proxy card, or (iv) in person at the Annual Meeting by notifying the Inspector of Elections prior to the occurrence of any votes. Registered holders of our Class B stock may vote either by (i) mailing your proxy card or (ii) attending the Annual Meeting in person and notifying the Inspector of Elections prior to the occurrence of any votes. For 2026, we have arranged for telephone and Internet-voting procedures to be used. These procedures have been designed to authenticate your identity, to allow you to give instructions, and to confirm that those instructions have been recorded properly. If you choose to vote by telephone or by using the Internet by accessing the designated website, please refer to the specific instructions on the proxy card. The deadline for voting by telephone prior to the Annual Meeting or the Internet is 1:00 a.m. Eastern Daylight Time on Wednesday, May 13, 2026. If you wish to vote using the proxy card, please complete, sign, and date your proxy card and return it to us before the Annual Meeting.

Beneficial owners who hold their shares in street name will need to obtain a voting instruction form from the broker or institution that holds their stock and must follow the voting instructions given by that broker or institution. A beneficial owner of shares may not vote by telephone at the Annual Meeting unless they obtain from their broker or institution a legal proxy that gives them the right to vote the shares.

Right to Attend Annual Meeting; Revocation of Proxy

Returning a proxy card now will not interfere with your right to attend the Annual Meeting in person or to vote your shares in person at the Annual Meeting, if you wish to do so. Stockholders who execute and return proxies may revoke them at any time before they are exercised during the call to vote by either (i) giving written notice of their revocation to our Secretary at our principal executive office address, (ii) executing a subsequent proxy and delivering it to our Secretary, or (iii) attending the Annual Meeting and voting at the Annual Meeting in person. Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy.

Costs of Solicitation

We will bear the cost of solicitation of proxies, which we expect to be nominal, and we will include reimbursements for the charges and expenses of brokerage firms and others for forwarding solicitation materials to beneficial owners of our outstanding Class A common stock. Proxies will be solicited by mail, and may be solicited personally by directors, officers, and our regular employees, who will not receive any additional compensation for any such services.

Annual Report

The information included in this Proxy Statement should be reviewed in conjunction with the Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm, and other information included in our 2025 Annual Report that was mailed on or about April 10, 2026, together with this Notice of Meeting and Proxy Statement, to all stockholders of record as of the Record Date. A copy of our 2025 Annual Report is publicly available free of charge at www.edocumentview.com/CVLG. Except to the extent it is incorporated by specific reference, our 2025 Annual Report is not incorporated into this Proxy Statement and is not considered to be a part of the proxy-soliciting materials.

IMPORTANT INFORMATION TO READ WITH THIS PROXY STATEMENT

Set forth below are the proposals to be considered by stockholders at the Annual Meeting, as well as important information concerning, among other things, our management and our Board; executive compensation; the stock ownership of certain beneficial owners and management; the services provided to us by and fees of our independent registered public accounting firm; and instructions for stockholders who want to make proposals at our 2027 Annual Meeting of Stockholders. EACH STOCKHOLDER SHOULD READ THIS INFORMATION BEFORE VOTING.

PROPOSAL 1 - ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will elect nine directors to serve as the Board until our next Annual Meeting of Stockholders or until their successors are duly elected and qualified. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), our Board has nominated for election as directors the following nine individuals: David R. Parker, Dr. Benjamin S. Carson, Sr., Joey B. Hogan, D. Michael Kramer, Bradley A. Moline, Rachel Parker-Hatchett, Tracy Rosser, Herbert J. Schmidt, and W. Miller Welborn. Each nominee is presently serving as a director. The individual qualifications, skills, and experience of the director nominees are discussed in their respective biographies below.

Each proxy will be voted as directed on each proxy card; or in the absence of contrary instructions, each proxy will be voted for the election of all director nominees. In the event any director nominee becomes unwilling or unable to serve as a director prior to the vote on Proposal 1 at the Annual Meeting, the shares represented by your proxy will be voted for any substitute nominee designated by the Board, unless you expressly withhold authority to vote your shares for the unavailable nominee or substitute nominee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

NOMINEES FOR DIRECTORSHIPS

Board Skills Matrix

The table below provides information on the qualifications, skills, and experience of our nominees for directorships.

	Dr. Carson	Mr. Hogan	Mr. Kramer	Mr. Moline	Mr. Parker	Ms. Parker- Hatchett	Mr. Rosser	Mr. Schmidt	Mr. Welborn
Public Company Officer or Key Employee		✔	✔	✔	✔	✔	✔	✔	✔
Financial Reporting		✔	✔	✔	✔		✔		✔
Industry		✔		✔	✔	✔	✔	✔	✔
Environmental		✔		✔	✔		✔
Risk Management	✔	✔	✔	✔	✔		✔	✔	✔
Information Security		✔	✔	✔			✔
Governance	✔	✔	✔	✔			✔	✔	✔
Strategy Development	✔	✔	✔	✔	✔	✔	✔	✔	✔
Human Capital Management/ Compensation	✔	✔	✔	✔	✔	✔	✔	✔	✔
Communications/Marketing and Sales/Customer Service		✔		✔	✔	✔	✔	✔
Technology/ Innovation	✔	✔	✔	✔			✔	✔

The lack of a “✔” for a particular item does not mean that the director does not possess that qualification, skill or experience. We look to each director to be knowledgeable in these areas; however, the “✔” indicates that the item is a specific qualification, skill or experience that the director brings to the Board.

Information concerning the names, ages, positions with us, tenure as a Company director, and business experience of the nominees standing for election as directors at the Annual Meeting, as well as the specific attributes qualifying each nominee for a directorship, is set forth below. Family relationships between any directors and executive officers, if any, are noted in the relevant biographies. All references to experience with us include positions with our operating subsidiaries and none of the other corporations or organizations referenced in the biographies is a parent, subsidiary, or affiliate of the Company unless otherwise noted. There are no arrangements or understandings between any of the director nominees and any other person pursuant to which any of the director nominees was selected as a nominee. Each of the director nominees has also consented to being named as such in this Proxy Statement and has indicated his/her intention to serve as a director, if elected.

David R. Parker, 68, has served as our Chairman of the Board and Chief Executive Officer (“CEO”) since 1994. From our founding in 1985 to February 2016 Mr. Parker served as our President. Mr. Parker is a past director of the Truckload Carriers Association and currently serves on the board of directors of the American Trucking Associations. From 2012 to October 2017, Mr. Parker served as a member of the Trade and Transportation Advisory Council of the Federal Reserve Bank of Atlanta. Mr. Parker has also served as a director or in similar capacities of several religious and civic organizations and serves as general partner of the Parker Family Limited Partnership. The Board believes Mr. Parker’s dedication, trucking experience, general business knowledge, significant leadership ability, and in-depth knowledge of the Company qualify him for his continued service as CEO and Chairman of our Board. Additionally, the Board believes Mr. Parker’s knowledge of the industry continues to be a competitive strength for the Company. Mr. Parker is the father of Ms. Parker-Hatchett.

Dr. Benjamin S. Carson, Sr., 74, has served as a director since 2021 and currently serves as a member of our Nominating Committee. Dr. Carson served as the 17th Secretary of the U.S. Department of Housing and Urban Development (“HUD”) from 2017 to 2021. Dr. Carson is a world-renowned neurosurgeon who prior to serving as HUD Secretary was involved with more than 15,000 surgical procedures and was the recipient of numerous awards, including the Presidential Medal of Freedom, more than 70 honorary doctorate degrees and the Spingarn Medal, the NAACP’s highest honor. Dr. Carson serves on the Board of Directors for D.R. Horton, Inc. (NYSE: DHI), Sinclair, Inc. (NASDAQ: SBGI) and Galectin Therapeutics, Inc. (NASDAQ: GALT). In addition, Dr. Carson previously served on the Board of Directors of both The Kellogg Company (NYSE: K) and Costco Wholesale Corporation (NASDAQ: COST). Dr. Carson is the founder and current Chairman of the American Cornerstone Institute, founder and member of the Board of Directors of Old Glory Bank, and a member of the Board of Directors of the Carson Scholars Fund, an organization he and his wife, Mrs. Candy Carson, founded in 1994. Throughout his distinguished career, Dr. Carson contributed to the field of medicine through the thousands of surgeries he performed and the many leadership positions he held, including serving as Director of the Division of Pediatric Neurosurgery at The Johns Hopkins Medical Institutions from 1984 to 2013 as well a Professor of Neurological Surgery, Oncology, Plastic Surgery, and Pediatrics at The Johns Hopkins Medical Institutions from 1999 to 2013. The Board believes that Dr. Carson’s extensive management, director, leadership, financial, and information security experience make him highly qualified to serve on our Board and our Nominating Committee.

Joey B. Hogan, 64, has served as a director since May 2023. In June 2023 Mr. Hogan retired after serving as an officer of the Company for more than twenty-five years, most recently as an Executive Vice President (“EVP”) focused on strategic planning, mentoring the leadership team, government relations, and other special projects. Mr. Hogan served as our President from April 2021 to January 2023, and our Principal Financial Officer (“PFO”) between April 2021 and May 2022. Previously, Mr. Hogan served as our Co-President and Chief Administrative Officer (“CAO”) from April 2020 to April 2021 and as our President and Chief Operating Officer (“COO”) from February 2016 to April 2020. From May 2007 to February 2016 Mr. Hogan served as our Senior EVP and COO, as well as President of Covenant Transport, Inc. (“CTI”). Mr. Hogan was our Chief Financial Officer (“CFO”) from 1997 to May 2007, our EVP from May 2003 to May 2007, and a Senior Vice President (“SVP”) from December 2001 to May 2003. From the time he joined us in August 1997 through December 2001, Mr. Hogan served as our Treasurer. Mr. Hogan served as a director and on the Audit Committee of previously publicly traded Chattem, Inc., a consumer products company, from April 2009 through March 2010, and previously served as an officer of the Truckload Carriers Association. The Board believes Mr. Hogan’s experience and in-depth knowledge of the Company and the transportation and logistics industries, and his previous board experience qualify him to serve on our Board.

D. Michael Kramer, 68, has served as a director since 2020 and currently serves as the Chair of our Audit Committee and as a member of our Compensation Committee. Mr. Kramer has served as the Executive Chairman of Southeastern Trust Company since 2018. Additionally, Mr. Kramer served as Chief Executive Officer of Peak Financial, LLC, a fintech start-up company, between 2019 and October 2022. Mr. Kramer served as the Vice Chairman of Midsouth Bancorp, Inc. from May 2018 until Midsouth’s merger with Hancock Whitney Corporation (NASDAQ: HWC) in September 2019. Mr. Kramer served as President and COO of Atlantic Capital Bancshares, Inc. from November 2015 to December 2017 while the company was publicly traded and was also a member of the Board of Directors of Atlantic Capital from November 2015 to October 2017. Prior to that he served as Chief Executive Officer and President of First Security Group, Inc. and its primary banking subsidiary, FSGBank, N.A. from 2011 through 2015, as Managing Director of Ridley Capital Group from 2010 to 2011, as Director, Chief Executive Officer and President of Ohio Legacy Corporation from 2005 to 2010, and as Chief Operating Officer and Chief Technology Officer of Integra Bank Corporation from 1999 to 2004. Mr. Kramer served as a member of the Board of Directors of the Chattanooga Area Chamber of Commerce Foundation from 2018 to 2021. Mr. Kramer serves as a member of the Board of Directors and Trustee of Covenant College and the Covenant College Foundation, member of the Board of Directors of Patriot Family Homes, LLC, and previously served on the Board of Directors of the University of Chattanooga Foundation. Mr. Kramer has a Bachelor’s Degree from Grove City College and a Master’s in Business Administration from Western Governors University. The Board believes that Mr. Kramer’s extensive experience in leadership in the banking industry qualifies him to serve on our Board, as Chair of our Audit Committee, and as a member of our Compensation Committee.

Bradley A. Moline, 59, has served as a director since 2003 and currently serves as the Chair of our Nominating Committee and as a member of our Audit Committee. Since October 2002, Mr. Moline has been President and CEO of ALLO Communications, LLC, a telecommunications company. He also serves on the Board of Directors of ALLO Communications, LLC, which has issued publicly traded debt securities. In 2026, Mr. Moline will be joining the board of Blue Cross and Blue Shield of Nebraska. In 2018, Mr. Moline joined the board of National Cable Television Cooperative, Inc., a Kansas nonprofit corporation. Mr. Moline also has been the owner, President, and CEO of Imperial Super Foods, NECO Grocery, and WhiMol, with grocery operations in Nebraska and Colorado, since 2002. From 1994 to 1997, Mr. Moline was our Treasurer and CFO. Mr. Moline also served as CFO of Birch Telecom Inc., a telecommunications company, when the company’s debt securities were publicly traded and previously worked for Ernst & Young, where he was formerly licensed as a CPA. Mr. Moline holds a degree in Business Administration from the University of Nebraska with an emphasis in accounting. In his roles with the Company, Birch Telecom, and Ernst & Young, Mr. Moline gained experience overseeing financial matters and reviewing documents filed with the SEC. The Board believes Mr. Moline's extensive financial and executive experience make Mr. Moline a valued member of our Board, with a wide array of executive experiences that have prepared him to respond to complex financial and operational challenges and allow him bring unique and valuable perspective to, and qualifies him to serve on, our Board, our Nominating Committee, and our Audit Committee.

Rachel Parker-Hatchett, 42, has served as a director since 2020. Ms. Parker-Hatchett held numerous positions within Covenant Transport between September 2006 and July 2020. After graduating from the University of Tennessee at Chattanooga (“UTC”) with a Bachelor’s Degree in Business Management, she started with the Company as a Management Trainee working in multiple departments. Ms. Parker-Hatchett began as a Marketing Intern before transferring to Operations in September 2007, where she ultimately spent the majority of her career. Ms. Parker-Hatchett held the position of Customer Service Intern from September 2007 to January 2008, Fleet Manager Intern from January 2008 to June 2008, and Ops Intern from June 2008 to October 2008. She then transferred to the Safety Department and held the position of Log Clerk from October 2008 to February 2010, when she was promoted to Operations Director for Covenant Solutions, the prior name for our brokerage operations. Again, in March 2015, Ms. Parker-Hatchett was promoted to Director of Solutions and was in charge of training and development all personnel, overseeing change initiatives and Lead Measures, coordinating all daily meetings, and maintaining visibility to all new customers and their success within Solutions. Ms. Parker-Hatchett served as Director of Solutions until March 2019. In February 2015, she participated in a year-long Executive Education Program conducted by UTC, where she met and coordinated with various leaders from the community once a month. In 2019, she was named Women of Covenant Director, a position she held until July 2020. Ms. Parker-Hatchett is also involved with many local non-profits and served on the board of a local non-profit, First Things First, from 2011 to 2013. The Board believes that Ms. Parker-Hatchett’s extensive experience within the Company, our industry, and specific experience and expertise in our operations adds significant value to the Board. Ms. Parker-Hatchett is the daughter of Mr. Parker.

Tracy L. Rosser, 60, has served as a director since May 2023 and currently serves on our Nominating Committee. Since March 2024, Mr. Rosser has served as Chief Supply Chain Officer of White Cap, a provider of building materials, tools, and equipment to professional contractors. Mr. Rosser was EVP of Operations at Uber Freight (formerly Transplace) from May 2019 until December 2022. Mr. Rosser served as Chief Operating Officer for Walmart Stores East, LLC (Walmart Fleet) and Senior Vice President of Transportation and Supply Chain at Walmart from November 2012 to February 2019. Mr. Rosser previously held many positions at Walmart, including, Senior Vice President - Division Lead of Store Operations, Vice President - Regional General Manager of Store Operations, Vice President of Transportation, General Manager - Distribution Center, and General - Manager Fleet Operations, beginning in 1997. Mr. Rosser has served as a member of the Executive Advisory Board of Blume Global since February 2019 and as a member of the Board of Trustees for the National WWII Museum since January 2011. Mr. Rosser also served as a board member of the Arkansas Trucking Association from November 2012 to January 2019, of the American Trucking Associations from January 2016 to January 2019, and of the National Academy of Sciences - Transportation Research Board from January 2004 to January 2009. Mr. Rosser has a Bachelor’s Degree in Business Administration from the University of Alabama and an Executive Master’s in Business Administration from Tulane University. The Board believes Mr. Rosser’s experience in the transportation and logistics industries qualifies him to serve on our Board and Nominating Committee.

Herbert J. Schmidt, 70, has served as a director since 2013 and currently serves as a member of our Compensation Committee. Mr. Schmidt previously served as EVP of Con-way Inc. and President of Con-way Truckload, both freight transportation providers, from 2007 until his retirement in 2012. Prior to the merger of Contract Freighters, Inc. (“CFI”), another freight transportation provider, with Con-way Inc. in 2007, Mr. Schmidt held positions at CFI as President and CEO from 2005 to 2007 and President from 2000 to 2005. Prior to his becoming President and CEO in 2005, he was employed in a series of progressively more responsible positions at CFI where he gained extensive knowledge in risk management, as well as leading the sales and operations functions as Senior Vice President of Operations. Mr. Schmidt also served as a member of the Board of Directors of formerly publicly traded Empire District Electric Company 2010 through January 2017, including membership on the Compensation, Executive, and Strategic Projects Committees. The Board believes Mr. Schmidt’s extensive industry, operations, sales, risk management, and leadership experience adds significant value to the Board and to the Compensation Committee.

W. Miller Welborn, 67, has served as a director since 2017 and currently serves as our Lead Independent Director, Chair of our Compensation Committee, and as a member of our Audit Committee. Mr. Welborn has been Chairman of SmartFinancial, Inc. (NYSE: SMBK), a publicly traded holding company of SmartBank with over $5.8 billion in assets since 2015. From 2009 to 2015 Mr. Welborn served as Chairman of Cornerstone Bancshares, Inc., which was the publicly traded parent company of Cornerstone Community Bank prior to the bank’s merger with SmartBank in 2015, where he served on the Asset-Liability (ALCO), Loan, Governance, Nominating, Audit, and Compensation Committees. Mr. Welborn has also served as President of Welborn & Associates, Inc., a consulting firm specializing in transportation and logistics, since 2000. He previously served as managing partner of Transport Capital Partners, LLC, another transportation advisory and consulting firm that he co-founded, from 2001 to 2014. Prior to co-founding Transport Capital Partners, LLC, Mr. Welborn served in several executive and ownership capacities of various trucking companies, including as President, CEO, and a director of Boyd Bros Transportation, President and Chairman of Welborn Transport, Inc., a company he co-founded, and President of Cummings Trucking Co., Inc. From 2010 to 2015 Mr. Welborn served as a partner of Lamp Post Group, Inc., a venture capital company with a portfolio of investments ranging from start-up level to over $600 million in annual revenue. Mr. Welborn currently serves as a director on multiple non-profit boards. The Board believes that Mr. Welborn’s over three decades of business experience, including experience in transportation consulting, executive roles at trucking companies, oversight of executive compensation matters, and serving on the boards of publicly traded companies, provides us with invaluable perspective and experience and qualifies him to serve as our Lead Independent Director, Chair of our Compensation Committee, and on our Audit Committee.

CORPORATE GOVERNANCE

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The following summarizes our key governance features:

What We Do

	✔	Lead Independent Director appointed
	✔	Proxy access
	✔	Corporate governance guidelines
	✔	Audit Committee, Compensation Committee, and Nominating Committee comprised solely of independent directors
	✔	Two-thirds of the Board is comprised of independent directors
	✔	Limitation on number of outside public boards
	✔	All members of our Audit Committee qualify as audit committee financial experts
	✔	Regular sessions of independent directors
	✔	Stock ownership guidelines for non-employee directors of five times annual cash retainer
	✔	Stock ownership guidelines for senior executive officers, with CEO at six times annual base salary
	✔	Anti-hedging and anti-pledging guidelines for senior executive officers, with no hardship exception
	✔	Majority vote policy for uncontested elections
	✔	Annual Board and committee written self-assessment through outside counsel
	✔	Annual Lead Independent Director written assessment through outside counsel
	✔	Annual written assessment of the CEO by the Board, facilitated through outside counsel
	✔	Annual enterprise risk assessment
	✔	Director orientation
	✔	Independent Audit Committee oversees information security and cybersecurity

Board of Directors

Meetings. Our Board held eleven meetings during the year ended December 31, 2025. Each current member of the Board attended at least 75% of the aggregate of all meetings of the Board and of all committees on which he/she served. We encourage the members of our Board to attend our Annual Meeting of Stockholders, although we do not have a formal policy regarding director attendance at such meetings. All of our directors attended the 2025 Annual Meeting of Stockholders.

Director Independence. Our Class A common stock is listed on the NYSE. Therefore, we are subject to the applicable NYSE listing standards and the rules and regulations of the SEC, including those relating to corporate governance. The Board has determined that the following directors and director nominees are “independent” under the rules of the NYSE: Messrs. Carson, Kramer, Moline, Rosser, Schmidt, and Welborn. The Board has also determined that with respect to each of our Audit Committee, Compensation Committee, and Nominating Committee, each member and committee composition satisfies the applicable committee independence and membership requirements of the NYSE and the SEC. In accordance with the rules of the NYSE, in 2025, our independent directors held two special meetings of independent directors, without the presence of management.

Our Nominating Committee reviewed (i) the SEC regulatory and the NYSE listing standards for assessing the independence of our directors and director nominees, (ii) the criteria for determining each such individual’s independence specifically for purposes of serving on the Audit Committee, Compensation Committee, and Nominating Committee, and as an “audit committee financial expert,” and (iii) each such individual’s professional experience, education, skills, ability to enhance differences of viewpoint, and other qualities among our Board membership. After concluding its review, the Nominating Committee submitted its independence recommendations to our Board. Our Board then made its independence determinations based on the committee’s recommendations.

Board Oversight of Risk Management. The Board has overall responsibility for risk oversight, which involves evaluating any material risks concerning us, as well as management’s decisions and efforts to identify, manage, and monitor such risks. This oversight also includes understanding and determining what constitutes an appropriate level and tolerance of risk for the Company. The Board addresses this responsibility as part of its periodic Board meetings. The primary areas of risk assessment include financial and accounting risk, legal and compliance risk, information security and cybersecurity risk, succession risk, safety and security risk, operational and strategic risk, and regulatory risk. The Board has delegated oversight responsibility to each of the Board committees according to its respective area of responsibility. The Audit Committee oversees assessment and management of financial risks, is responsible for overseeing potential conflicts of interest, monitors and mitigates risks relating to our deployment of financial resources, the management of our balance sheet and the investment of cash and other assets, and is responsible for the management of risks related to information security and cybersecurity. Additionally, the Audit Committee discusses with management the Company’s risk assessment and risk management policies and processes, including the risk policies and processes relating to financial statements, financial systems, financial reporting processes, and auditing. The Compensation Committee is responsible for overseeing the management of risks relating to our executive and non-executive compensation policies and practices, including the incentives created by our compensation policies and practices. The Nominating Committee is responsible for overseeing implementation of appropriate corporate governance procedures and overseeing the management of risks associated with the independence of our Board, including ensuring the Board has adequate independence to oversee management and management’s mitigation of operating risks on an unbiased basis, monitoring conflicts of interest risk among the Board and management, and evaluating the design and effectiveness of the processes in place to perform and review the Company’s enterprise-wide risk assessments. In its risk oversight role, our Board considers and confers with management about risk administration. Typically, management identifies, measures, and analyzes risks inherent to our business, operations, and industry. Pursuant to the Board’s instruction, management reports on applicable risks to the relevant committee or the full Board. As appropriate, additional review or reporting on risks are conducted as needed or as requested by our Board and its committees, and appropriate committee members may interact with management as required to fulfill their risk oversight responsibilities. The Board’s role in risk oversight has not affected the Board’s leadership structure.

Board Leadership Structure; Lead Independent Director. The Board is responsible for overseeing our overall corporate governance and the competent and ethical management and operation of our business by management. The Board elects our Lead Independent Director each year. Mr. Welborn has been our Lead Independent Director since the 2021 Annual Meeting. Mr. Parker currently serves as our Chairman of the Board and CEO. The Board elects our Chairman of the Board and CEO annually. Mr. Parker has served as our Chairman of the Board and CEO since 1994.

Our independent directors regularly meet without the presence of management. These executive sessions are typically conducted quarterly or by holding special meetings of the independent directors. We believe that the Lead Independent Director has contributed to the efficiency and functionality of the full Board. The Lead Independent director presides over executive sessions and acts as a liaison between the between our independent directors and the Board.

The Board believes our leadership structure with Mr. Parker serving as Chairman of the Board and CEO and Mr. Welborn as Lead Independent Director is appropriate and suitable for proper and efficient Board functioning and communication. We believe the combination of Mr. Parker’s leadership positions is effective for us given Mr. Parker’s in-depth knowledge of and experience in our business and industry. Further, his large beneficial stockholdings and long-standing service in senior leadership positions demonstrate to our stockholders Mr. Parker’s commitment to our growth and success. As the CEO, Mr. Parker is also involved in the Company’s routine operations and is in a position to elevate critical business issues to the Board and senior management because he reports to the Board as the CEO with the other executive officers and participates in the meetings as a director. The Board has determined the Chairman of the Board and CEO combination, together with a successful governance structure that includes the exercise of key oversight responsibilities by independent directors, provides an effective balance for the management of the Company and our stockholders’ best interests. Additionally, our Lead Independent Director provides for an effective balance for the management of the Company and our stockholders’ best interests. Our Board has the flexibility to modify our leadership structure in the future, as the Board deems appropriate or necessary.

Our Board and committees participate in a rigorous annual self-assessment process conducted by outside counsel involving written questionnaires, with inquiries in risk, strategic planning, succession planning, independence, Board composition, general Board operations and administration, and other areas. Our Lead Independent Director reviews these results with outside counsel and the Board, periodically meets with other Board members, and provides management with actionable feedback. Our Lead Independent Director also undergoes a thorough, written annual assessment conducted by outside counsel and reviewed with the Nominating Committee and the Board.

Proxy Access. Eligible stockholders who have continuously owned at least 3% of the issued and outstanding Class A common stock for at least three years and who otherwise meet the requirements set forth in our Sixth Amended and Restated Bylaws may have their director nominees included in our proxy materials. Eligible stockholders may aggregate up to 20 stockholders to reach the 3% ownership threshold. The number of director nominees nominated by an eligible stockholder or a group of eligible stockholders may not be more than 20% of the total number of directors of the Company, but not less than two. Notice of nominations must be received no earlier than 150 days and no later than 120 days prior to the anniversary of the date the Company mailed its proxy for the immediately preceding annual meeting of stockholders.

Corporate Governance Guidelines. The Board has adopted Corporate Governance Guidelines, which, along with our articles of incorporation, bylaws, and the charters of the Board’s Committees, form the framework of governance of the Company. Our Corporate Governance Guidelines are available on our website, www.covenantlogistics.com, on the “Governance” page under the “Reports” tab of the “Investors” menu.

Overboarding Policy. The Board approved an overboarding policy that prohibits Mr. Parker, as CEO and Chairman of the Board, from serving on more than three public company boards in total (including service on the Company’s Board) and prohibits the other board members from serving on more than five public company boards in total (including service on the Company’s Board.) This is to ensure that our directors devote adequate time for preparation and attendance at Board and Committee meetings, including the Annual Meeting of Stockholders. None of our directors serve on more than three public company boards (excluding the Company). Mr. Parker’s public company board service is limited to the Company.

Majority Vote Policy. Our Board’s majority vote standard requires that, for directors to be elected (or reelected) to serve on the Company’s Board, they must receive support from holders of a majority of shares voted. A director who is subject to an uncontested election at any stockholder meeting shall promptly tender his or her resignation for consideration by the Nominating Committee, if such director receives a greater number of votes “withheld” from his or her election than are voted “for” such election, excluding abstentions. The Nominating Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the tendered resignation. In making this recommendation, the Nominating Committee will consider all factors deemed relevant by its members including, without limitation, the underlying reasons why stockholders voted against the director (if ascertainable), the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to the Company, whether by accepting such resignation the Company will no longer be in compliance with any applicable laws, rules, regulations, or governing documents, and whether or not accepting the resignation is in the best interests of the Company and its stockholders. The Board will act on the Nominating Committee’s recommendation no later than at its first regularly scheduled meeting following certification of the stockholder vote, but in any case, no later than 120 days following the certification of the stockholder vote. In considering the Nominating Committee’s recommendation, the Board will consider the factors considered by the Nominating Committee and such additional information and factors the Board believes to be relevant. The Company will promptly publicly disclose the Board’s decision and process in a periodic or current report filed with or furnished to the SEC. Any director who tenders his resignation pursuant to the majority vote policy will not participate in the Nominating Committee’s recommendation or Board consideration regarding whether or not to accept the tendered resignation. However, such director shall remain active and engaged in all other committee and Board activities, deliberations, and decisions during the Nominating Committee and Board process.

Anti-Hedging and Anti-Pledging Policy. Our anti-hedging and anti-pledging policy prohibits our CEO, President, COO, and CFO, as well as our directors, from (i) hedging their ownership positions in Class A or Class B common stock (including, but not limited to, short-selling, options, puts and calls, as well as derivatives such as swaps, forwards, and futures), (ii) pledging owned Class A or Class B common stock as collateral for loans, and (iii) purchasing our Class A common stock on margin. Hedging activities include hedging our Class A and Class B common stock. There is no hardship exception to our anti-hedging and anti-pledging policy.

Insider Trading Policy. The Company has an insider trading policy governing the purchase, sale, gifting, and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons (the “Insider Trading Policy”). In addition to the Insider Trading Policy, the Company also follows procedures for the repurchase of its securities. The Company believes that its Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards applicable to the Company. A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

Clawback Policy. The Company has a clawback policy (the “Clawback Policy”) that provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executives officers (as such term is defined in Rule 10D-1, for purposes of this section, a “Section 16 officer”) of the Company in the event that the Company is required to prepare an accounting restatement. The recovery of such compensation applies regardless of whether a Section 16 officer engaged in misconduct or otherwise caused or contributed to the accounting restatement.

In addition to implementing measures mandated by the SEC, our Clawback Policy provides that our Board of Directors may seek to recover incentive-based compensation awarded after October 2, 2023, from an executive officer (including senior executives designated by the Board of Directors or the Compensation Committee) in connection with a material breach by such executive officer of restrictive covenants in agreements with the executive officer, accounting restatements as a result of material non-compliance with any financial reporting requirement, or as a result of the executive officer’s misconduct that harms the business or reputation of the Company.

Equity Grant Practices. Although we have not adopted a formal policy pertaining to the timing of stock option grants to our named executive officers, it is our practice not to time the grant of equity awards, including stock options, in relation to the release of material non-public information. Similarly, the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Stock Ownership Guidelines. Our stock ownership guidelines require our CEO, President, COO, CFO, and non-employee directors to build or maintain certain stock ownership over time through equity grants. The stock ownership guidelines for our CEO are six times annual base salary. The stock ownership guidelines for our President, COO, and CFO, are one times annual base salary. The stock ownership guidelines for our non-employee directors are five times annual cash retainer.

Director Retirement Policy. In accordance with our Corporate Governance Guidelines, each director will resign as a director immediately prior to the Company’s Annual Meeting of Stockholders first falling after the director attains 75 years of age. Notwithstanding the foregoing, the Board has authority to waive mandatory retirement in individual cases, if in the judgement of the Board the best interests of the Company and the stockholders would be served by such waiver.

Stockholder Communications with the Board of Directors. Our Board has adopted procedures by which our stockholders may communicate with our Board regarding matters of substantial importance to us. Information concerning the manner in which stockholders can communicate with the Board is set forth in our Stockholder Communications Procedures available on our website, www.covenantlogistics.com, on the “Governance” page under the “Reports” tab of the “Investors” menu. Our Stockholder Communications Procedures, which was adopted by the Board, describes the process for sending communications and determining which communications will be relayed to directors. Please note that we reserve the right not to forward any abusive, threatening, or otherwise inappropriate materials.

Committees of the Board of Directors

The Audit Committee

Functions, Composition, and Meetings of the Audit Committee. Our Board has established a separately designated standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to oversee our accounting and financial reporting policies and processes in accordance with applicable SEC rules and the NYSE listing standards. The primary responsibilities of the Audit Committee are further described in the Audit Committee charter. These include issuing the Audit Committee Report, which appears below, and maintaining oversight over financial risks, as well as risks and oversight of cybersecurity and information security. Our Audit Committee is currently comprised of Messrs. Kramer, Moline, and Welborn. Mr. Kramer serves as the Chair of the Audit Committee. The Audit Committee met eight times during 2025.

Audit Committee Independence. Each member of the Audit Committee satisfies the independence and Audit Committee membership criteria set forth in the rules of the NYSE. Specifically, each member of the Audit Committee:

●

is independent under the rules of the NYSE;

●

meets the criteria for independence set forth in Rule 10A‑3(b)(1) under the Exchange Act;

●

did not participate in the preparation of our financial statements or the financial statements of any of our current subsidiaries at any time during the past three years; and

●

is able to read and understand fundamental financial statements, including our balance sheet, statement of operations, and statement of cash flows.

Audit Committee Charter. Our Audit Committee operates pursuant to a written charter detailing its purposes, powers, and duties. The Audit Committee reviews and reassesses the adequacy of its formal written charter on an annual basis and recommends changes to the Board when appropriate. The charter is publicly available free of charge on our website, www.covenantlogistics.com, on the “Governance” page under the “Reports” tab of the “Investors” menu.

Oversight over Cybersecurity. The Board has delegated oversight of information security and cybersecurity to the Audit Committee, which is comprised solely of independent directors. The Audit Committee receives regular updates from senior executives on information security, cybersecurity, and technology initiatives and reports to the Board as appropriate. Highlights of our information security include:

●

we follow the CIS20 standard for information security and utilize security platforms to scan and monitor our systems;

●

we have implemented a four-part cybersecurity incident response and breach management process;

●

we perform penetration testing though an external firm every 12 to 18 months;

●

we conduct tabletop exercises to simulate responses to cybersecurity incidents and audit applicable data policies on a periodic basis;

●

we maintain an information security risk insurance policy;

●

we have not experienced any information security breaches or cybersecurity incidents in the past three years; and

●

we have not incurred any expenses, penalties, or settlements related to information security breaches or cybersecurity incidents in the last three years.

We believe Messrs. Kramer and Moline, who serve on the Audit Committee, have relevant experience in information security and cybersecurity. Mr. Kramer previously served as the Chief Technology Officer of Integra Bank Corporation. Mr. Moline has served in senior leadership roles at various telecommunications companies.

Audit Committee Financial Experts. The Board has determined that the three current members of the Audit Committee, Messrs. Kramer, Moline, and Welborn, qualify as “audit committee financial experts” under Item 407(d)(5)(ii) of SEC Regulation S-K. In the judgment of the Board, each such individual (i) meets the Audit Committee member independence criteria under applicable SEC rules; (ii) is independent, as independence for Audit Committee members is defined under the applicable NYSE listing standards; and (iii) has sufficient knowledge, experience and sophistication in financial and auditing matters under relevant SEC and NYSE rules. The satisfaction of these factors results in each such individual’s financial sophistication under the rules of the NYSE and qualifies each such individual as an “audit committee financial expert,” under Item 407(d)(5)(ii) of SEC Regulation S-K. The Board has designated Mr. Kramer as our Audit Committee Financial Expert.

Financial Reporting. The Company has always received an unqualified opinion from its auditor, has never restated its financials, and has never been untimely in its quarterly or annual financial disclosure filings.

Report of the Audit Committee. In performing its duties, the Audit Committee, as required by applicable rules of the SEC, issues a report recommending to the Board that our audited financial statements be included in our Annual Report on Form 10-K and determines certain other matters, including the independence of our independent registered public accounting firm. The Report of the Audit Committee for 2025 is set forth below.

The Audit Committee Report shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC, nor shall this report be subject to Regulation 14A or Regulation 14C (other than as indicated) or to the liabilities set forth in Section 18 of the Exchange Act. This Audit Committee Report also shall not be deemed to be incorporated by reference into any prior or subsequent filing with the SEC made by us under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, notwithstanding any general statement contained in any such filings incorporating this Proxy Statement by reference, except to the extent we incorporate such report by specific reference or treat it as soliciting material.

Report of the Audit Committee

The primary purpose of the Audit Committee of the Board of Covenant Logistics Group, Inc. (the “Company”) is to assist the Board in fulfilling its oversight responsibilities relating to the quality and integrity of the Company’s financial reports, financial reporting processes, and systems of internal control over financial reporting. The Audit Committee does not prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements. Rather, the Company’s management has primary responsibility for the preparation, consistency, integrity, and fair presentation of the Company’s financial statements and the overall reporting process, including maintenance of the Company’s system of internal controls. The Audit Committee is responsible for the appointment, evaluation, compensation, retention, and oversight of the work of the Company’s independent registered accounting firm. Grant Thornton LLP (“Grant Thornton”) was the Company’s independent registered accounting firm for the year ended December 31, 2025. Grant Thornton was responsible for conducting independent quarterly reviews and an independent annual audit of the Company’s financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing a report thereon.

For the year ended December 31, 2025, the Audit Committee has (i) reviewed and discussed the audited financial statements, management’s assessment of internal control over financial reporting, and the effectiveness of internal control over financial reporting with management and Grant Thornton; (ii) discussed with Grant Thornton the matters required to be discussed pursuant to Auditing Standard No. 1301 (Communications with Audit Committees) issued by the PCAOB; (iii) received and reviewed the written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB regarding Grant Thornton’s communications with the Audit Committee concerning independence; and (iv) discussed with Grant Thornton its independence as the Company’s independent registered public accounting firm and auditor. The Audit Committee, in issuing this report, has relied upon the responses and information provided to the Audit Committee by management and Grant Thornton. The Audit Committee held eight meetings during 2025. The Audit Committee met in periodic executive sessions with each of Grant Thornton, management, and internal audit personnel during 2025.

Based on the foregoing reviews and meetings, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

	Audit Committee:
	D. Michael Kramer, Chair
	Bradley A. Moline
	W. Miller Welborn

The Compensation Committee

Functions, Composition, and Meetings of the Compensation Committee. As more fully outlined in the Compensation Committee charter, the primary functions of the Compensation Committee of our Board are to aid our Board in discharging its responsibilities relating to the compensation of our executive officers, including the CEO; evaluate and approve our compensation plans, policies, and programs for executive officers, including overseeing the management of risks related to such plans, policies, and programs; produce an annual report on executive compensation; make recommendations to the Board on matters of Chairman of the Board, CEO, and President succession; and perform such other duties as may be assigned to it by our Board or imposed by applicable laws or regulations. In furtherance of its duties, the Compensation Committee reviews and approves the elements of the compensation of our executive officers and our overall executive compensation strategy to ensure such components align with our business objectives, responsible corporate practices, and our stockholders’ interests. The Compensation Committee also makes recommendations on other compensation matters to the full Board. The Compensation Committee has the authority to carry out the foregoing responsibilities under its charter and may delegate such authority to subcommittees of the Compensation Committee. Our Compensation Committee is currently comprised of Messrs. Welborn, Kramer, and Schmidt. Mr. Welborn serves as Chair of the Compensation Committee. The Compensation Committee met five times during 2025.

CEO Evaluation and Performance Results. Our CEO undergoes a thorough annual assessment and evaluation conducted by the Board and facilitated by outside counsel. This assessment evaluates our CEO’s performance in light of relevant corporate goals and objectives, with inquiries in strategic planning, financial results, capital allocation, succession planning, human resources, leadership, management, and other areas.

Compensation Committee Independence. While serving on the Compensation Committee, each member satisfied the independence and Compensation Committee membership criteria set forth in the rules of the NYSE and applicable SEC regulations. In determining the independence of our Compensation Committee members, the Board considered several relevant factors, including but not limited to each director’s source of compensation and affiliations. Specifically, while serving on the Compensation Committee, each member of the Compensation Committee:

●

was independent under the rules of the NYSE;

●

met the criteria for independence set forth in Rule 10C-1(b)(1) under the Exchange Act;

●

did not directly or indirectly accept any consulting, advisory or other compensatory fee from the Company; and

●

as determined by our Board, was not affiliated with the Company, any Company subsidiary, or any affiliate of a Company subsidiary, and did not have any other relationship, which would impair each respective member’s judgment as a member of the Compensation Committee.

Compensation Committee Charter. Our Compensation Committee operates pursuant to a written charter detailing its purposes, powers, and duties. The Compensation Committee reviews and reassesses the adequacy of its formal written charter on an annual basis and recommends changes to the Board when appropriate. The charter is publicly available free of charge on our website, www.covenantlogistics.com, on the “Governance” page under the “Reports” tab of the “Investors” menu.

Compensation Committee Report. In performing its duties, the Compensation Committee, as required by applicable rules and regulations promulgated by the SEC, issues a report recommending to the Board that our Compensation Discussion and Analysis be included in this Proxy Statement. The Report of the Compensation Committee for 2025 follows.

The Report of the Compensation Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC, nor shall this report be subject to Regulation 14A or Regulation 14C (other than as indicated) or to the liabilities set forth in Section 18 of the Exchange Act. This Compensation Committee Report also shall not be deemed to be incorporated by reference into any prior or subsequent filing with the SEC made by us under the Securities Act or the Exchange Act, notwithstanding any general statement contained in any such filings incorporating this Proxy Statement by reference, except to the extent we incorporate such report by specific reference or treat it as soliciting material.

Report of the Compensation Committee

The Compensation Committee of the Board of Covenant Logistics Group, Inc. (the “Company”) has reviewed and discussed with management the Compensation Discussion and Analysis section (as required by Item 402(b) of Regulation S-K of the SEC) contained in this Proxy Statement for the Annual Meeting of Stockholders to be held on May 13, 2026. Based on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

	Compensation Committee:
	W. Miller Welborn, Chair
	D. Michael Kramer
	Herbert J. Schmidt

Compensation Committee Interlocks and Insider Participation

Messrs. Welborn, Kramer, and Schmidt served on the Compensation Committee during 2025. Messrs. Welborn, Kramer, and Schmidt were not officers or employees of the Company at any time during 2025 or as of the date of this Proxy Statement, nor was any such individual a former officer of the Company. In 2025, no member of our Compensation Committee had any relationship or transaction with the Company that would require disclosure as a “related person transaction” under Item 404 of SEC Regulation S-K in this Proxy Statement under the section entitled Certain Relationships and Related Transactions.

During 2025, none of our executive officers served as a member of the board of directors or Compensation Committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served on our Compensation Committee. Additionally, during 2025, none of our executive officers served as a member of the Compensation Committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as a member of our Board or Compensation Committee.

See Certain Relationships and Related Transactions for a description of certain transactions between us and our other directors, executive officers, or their affiliates, and Executive Compensation – Director Compensation for a description of compensation of the members of the Compensation Committee.

The Nominating and Corporate Governance Committee

Functions, Composition, and Meetings of the Nominating Committee. Our Nominating Committee recommends to the Board potential director nominee candidates for election to the Board and makes recommendations to the Board concerning issues related to corporate governance, as further detailed in the Nominating Committee charter discussed below. Additionally, pursuant to the Nominating Committee charter, our Nominating Committee oversees the management of risks associated with the independence of our Board and conflicts of interests among our Board and management, as well as periodically reviews the processes in place to perform and review the Company’s enterprise-wide risk assessments. Our Nominating Committee is currently comprised of Messrs. Moline, Carson, and Rosser. Mr. Moline serves as chair of the Nominating Committee. All current members of the Nominating Committee are independent, as independence for Nominating Committee members is defined under applicable SEC regulations and NYSE listing standards. The Nominating Committee met four times in 2025. In selecting the slate of directors for 2026, the Nominating Committee considered the skillsets and qualifications of the current directors, particularly in the areas of technology and industry experience. The Nominating Committee has recommended that the Board nominate Messrs. Parker, Carson, Hogan, Kramer, Moline, Rosser, Schmidt, and Welborn, and Ms. Parker-Hatchett, for election at the Annual Meeting, each of whom is currently serving as a director.

Nominating Committee Charter. Our Nominating Committee operates pursuant to a written charter detailing its purposes, powers, and duties. The Nominating Committee periodically reviews its formal written charter, as well as those of our Board committees, to ensure each charter reflects a commitment to effective corporate governance and recommends changes to the Board when appropriate. A copy of the charter (which includes Exhibit A (Criteria for Board of Directors) to such charter, as mentioned below) is available free of charge on our website, www.covenantlogistics.com, on the “Governance” page under the “Reports” tab of the “Investors” menu.

Process for Identifying and Evaluating Director Nominees. Director nominees are chosen by the entire Board, after considering the recommendations of the Nominating Committee. The members of the Nominating Committee review the qualifications of various persons to determine whether they are qualified director nominee candidates for membership on the Board. The Nominating Committee will review all such candidate recommendations, including those properly submitted by stockholders, in accordance with the requirements of its charter, SEC regulations, and NYSE listing standards. Upon identifying and selecting qualified director nominee candidates, the Nominating Committee then submits its director nominee selections to our Board for consideration. We do not pay a fee to any third party to identify or evaluate or assist in identifying or evaluating potential nominees.

Desirable Traits for Director Nominees. With regard to specific qualities and skills of potential director nominees, the Nominating Committee believes it is necessary that: (i) at least a majority of the members of the Board qualify as “independent” under the rules of the NYSE; (ii) at least three members of the Board satisfy the Audit Committee membership criteria specified in the rules of the NYSE; (iii) each member of the Board eligible to serve on the audit committee is financially literate, as interpreted by the Board in its business judgement, (iv) at least one member of the Board eligible to serve on the Audit Committee has sufficient knowledge, experience, and training concerning accounting and financial matters so as to qualify as an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of SEC Regulation S-K; and (v) at least one member of the Board satisfies the Compensation Committee membership criteria specified in the rules of the NYSE. In addition to these specific requirements, the Nominating Committee takes into account all factors it considers appropriate, which may include, but are not limited to, an individual’s experience, accomplishments, education, understanding of our business and the industry in which we operate, specific skills, general business acumen, and personal and professional integrity. Our Nominating Committee considers it desirable if potential nominees complement and contribute to the Board’s overall composition in order to enhance differences of viewpoint, professional experience, education, skills, and other individual qualities among the members of the Board. Exhibit A (Criteria for Board of Directors) of the Nominating Committee charter also sets forth various factors and criteria used for selecting director nominees (such factors and criteria are not absolute prerequisites for any such nominee). Generally, the Nominating Committee will first consider current Board members as potential director nominees because they meet the criteria listed above and possess knowledge of the Company’s history, strengths, weaknesses, goals, and objectives.

Annual Board Self-Assessment. The Nominating Committee is responsible for developing and implementing a director evaluation program to measure the individual and collective performance of directors and the fulfillment of their responsibilities to our stockholders, including an assessment of the Board’s compliance with applicable corporate governance requirements and identification of areas in which the Board might improve its performance. The Nominating Committee also is responsible for developing and implementing an annual self-evaluation process for the Board designed to assure that directors contribute to our corporate governance and to our performance. These tasks are accomplished in part through our written annual Board evaluation questionnaire in which our directors assess and comment on various issues concerning the Board’s and each committee’s performance, oversight, resources, composition, culture, and committees. Questionnaire responses are anonymously compiled and summarized in a report distributed to the Board by outside counsel. The responses are analyzed by the Nominating Committee and discussed with the Board. Outside counsel monitors resulting action items, to ensure that identified issues are addressed by the Board or the appropriate committee of the Board. The Nominating Committee periodically reviews the self-assessment process. We believe the self-assessment process provides valuable constructive feedback that contributes to the Board’s overall effectiveness, functionality, and oversight.

Stockholder Director Nominee Recommendations. Outside of the proxy access provision of our Bylaws, described above, it is generally the policy of the Nominating Committee to consider stockholder recommendations of proposed director nominees if such recommendations are serious, timely received, and comply with SEC rules and regulations setting forth the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials, specifically Rule 14a-8 of the Exchange Act. To be timely, recommendations must be received in writing by M. Paul Bunn at our principal executive office not less than 90 days and no more than 120 days prior to the one-year anniversary of the immediately preceding year’s Annual Meeting of Stockholders. For our 2027 Annual Meeting of Stockholders, all stockholder recommendations of proposed director nominees must be received in writing by M. Paul Bunn no earlier than January 13, 2027 and no later than February 12, 2027. Such stockholder recommendations should be addressed and sent to M. Paul Bunn, President; Covenant Logistics Group, Inc.; 400 Birmingham Highway; Chattanooga, Tennessee 37419. In addition, any stockholder director nominee recommendation must include the following information:

●

the proposed director nominee’s name and qualifications and the reason for such recommendation;

●

the name and record address of the stockholder(s) proposing such nominee;

●

the number of shares of our Class A and/or Class B common stock that are beneficially owned by such stockholder(s) and the dates indicating how long such stock has been held by such stockholder(s);

●

a description of any financial or other relationship between the stockholder(s) and such director nominee or between the director nominee and us or any of our subsidiaries;

●

appropriate biographical and other information equivalent to that required of all other director nominee candidates; and

●

any other information such stockholder(s) must provide pursuant to and as required under Rule 14a-8 of the Exchange Act or any other applicable rules.

OUR EXECUTIVE OFFICERS

Set forth below is certain information regarding our current executive officers (other than our CEO, Mr. Parker, for whom information is set forth above under Proposal 1 – Election of Directors), as well as other members of senior management. All executive officers are elected annually by the Board. Family relationships between any directors and executive officers, if any, are noted in the relevant biographies. All references to experience with us include positions with our operating subsidiaries and none of the other corporations or organizations referenced in the biographies is a parent, subsidiary, or affiliate of the Company unless otherwise noted. There are no arrangements or understandings between any of the executive officers and any other person pursuant to which any of the executive officers was or is to be selected as an officer. Each of the executive officers also has consented to being identified as such in this Proxy Statement and has indicated his intention to serve in his respective office, if elected by the Board.

M. Paul Bunn, 48, has been our President since January 2023. Mr. Bunn previously served as our President and COO between January 2023 and April 2024, our Senior EVP, COO, and Secretary between April 2021 and January 2023, our EVP, CFO, and Secretary from April 2020 to April 2021, our EVP and CAO from April 2019 to April 2020, our Chief Accounting Officer and Treasurer from January 2012 to April 2020, and our SVP from 2017 to April 2019. Previously, Mr. Bunn served as our Corporate Controller from July 2009 to January 2012. Prior to that, Mr. Bunn served as an Audit Senior Manager for Ernst & Young, LLP, a global professional services provider.

James “Tripp” S. Grant, 47, has been our EVP and CFO since May 2022. Mr. Grant joined the Company as the Corporate Controller in July 2019 and also served as our Chief Accounting Officer from September 2020 to January 2024 and our principal accounting officer from August 2019 to January 2024. Previously, Mr. Grant worked at Chattem, Inc., from August 2007 to June 2019, during which time he served in the following roles: Director - Corporate Projects, Corporate Controller, and Assistant Controller. Prior to Chattem, Mr. Grant served as a Senior Internal Auditor at Electric Power Board of Chattanooga, an electric power distribution and telecommunications company from January 2006 to August 2007, and a Senior Accountant at Neal, Scouten, & McConnell, P.C. from August 2002 to January 2006.

Dustin Koehl, 42, joined the Company as COO in May 2024 and has been our EVP and COO since May 2025. Mr. Koehl previously served as the Head of Commercialization at Waabi, an AI-centered self-driving truck developer, where he was responsible for customer adoption, transportation strategy, and safety. An active member of the transportation industry, Mr. Koehl is a partner with the Massachusetts Institute of Technology’s FreightLab and has served on several industry committees, including positions at the American Trucking Associations and the American Transportation Research Institute. Mr. Koehl has over seventeen years of experience in transportation, including twelve years at Total Transportation of Mississippi, including as Vice President – Sales and Operations (through 2019) and three years at U.S. Xpress, Inc., including as Senior Vice President – Over-the-Road (through 2022).

Joey Ballard, 51, has been our EVP and Chief People and Safety Officer (“CPSO”) since May 2025

SEC Form DEF 14A filed by Covenant Logistics Group Inc.