XML 24 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay Versus Performance

 

         

Value of Initial

Fixed $100

Investment Based

On:

   

Year

Summary

Compensation

Table Total

for PEO(1) 

($)

Compensation

Actually Paid to

PEO(2) 

($)

Average

Summary

Compensation

Table Total

Non-PEO

NEO's(3) 

($)

Average

Compensation

Actually Paid

to Non-PEO

NEO's(4) 

($)

TSR(5)

($)

Peer

Group

TSR(6)

($)

Net Income

(Loss) (in

thousands)(7)

($)

Adjusted

EPS(8)

($)

2022

2,116,809

4,926,410

1,039,128

1,823,658

270.24

97.55

108,682

5.84

2021

5,833,933

8,980,311

1,537,303

2,836,783

204.49

120.41

60,731

3.61

2020

1,070,965

1,330,709

1,273,190

1,342,031

114.58

106.29

(42,718)

1.08

 

 

(1)

Reflects compensation amounts reported in the Summary Compensation Table (the “SCT”) for our PEO, David R. Parker, for the respective years shown.

 

   
PEO Total Compensation Amount $ 2,116,809 $ 5,833,933 $ 1,070,965
PEO Actually Paid Compensation Amount $ 4,926,410 8,980,311 1,330,709
Adjustment To PEO Compensation, Footnote [Text Block]
 

(2)

To calculate the compensation actually paid for our PEO, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown:

 

Year

Summary

Compensation

Table Total for

PEO

($)

Deduct Stock

and Option

Awards

Reported in

the Summary

Compensation

Table

($)

Add YE Fair

Value of

Awards

Granted

During the

Covered FY

that are

Outstanding

and Unvested

as of the End

of the

Covered FY

($)

Add Change in

Fair Value as

of the End of

the Covered

FY for Awards

Granted in a

Prior FY that

are

Outstanding

and Unvested

as of the

Covered FY
($)

Add Change

in Fair Value

as of the

Vesting Date

for Awards

Granted in a

Prior FY that

Vested During

the Covered

FY

($)

Deduct Fair

Value of

Awards

Forfeited

During the

Covered FY

($)

Average

Compensation

Actually Paid

to PEO

($)

2022

2,116,809

-

-

2,746,882

62,719

-

4,926,410

2021

5,833,933

(3,939,000)

5,025,000

1,855,479

204,899

-

8,980,311

2020

1,070,965

-

-

263,780

17,053

(21,089)

1,330,709

 

 

(3)

The following non-PEO NEOs are included in the average figures shown:

 

   

2022: M. Paul Bunn, Tripp Grant, Joey B. Hogan, Samuel F. Hough, and Lynn Doster

 

   

2021: M. Paul Bunn, Tripp Grant, Joey B. Hogan, Samuel F. Hough, Lynn Doster, and John A. Tweed

 

   

2020: M. Paul Bunn, Joey B. Hogan, Samuel F. Hough, John A. Tweed, and Richard B. Cribbs

   
Non-PEO NEO Average Total Compensation Amount $ 1,039,128 1,537,303 1,273,190
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,823,658 2,836,783 1,342,031
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

 

(4)

To calculate the compensation actually paid for our PEO, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown:

 

 

Year

Average

Summary

Compensation

Table Total

for

Non-PEO

NEOs

($)

Deduct Stock

and Option

Awards

Reported in

the Summary

Compensation

Table

($)

Add YE Fair

Value of

Awards

Granted

During the

Covered FY

that are

Outstanding

and Unvested

as of the End

of the

Covered FY

($)

Add Change in

Fair Value as

of the End of

the Covered

FY for Awards

Granted in a

Prior FY that

are

Outstanding

and Unvested

as of the

Covered FY
($)

Add Change

in Fair Value

as of the

Vesting Date

for Awards

Granted in a

Prior FY that

Vested During t

he Covered

FY

($)

Deduct Fair

Value of

Awards

Forfeited

During the

Covered FY

($)

Average

Compensation

Actually Paid

to Non-PEO

NEOs

($)

2022

1,039,128

(143,751)

221,960

594,990

111,330

-

1,823,658

2021

1,537,303

(821,218)

1,082,822

902,448

135,428

(140,322)

2,836,783

2020

1,273,190

(642,638)

640,603

101,476

6,052

(36,651)

1,342,031

 

 

(5)

The total shareholder return assumes that $100 was invested on December 31, 2019 in the Company and that dividends were reinvested when and as paid.

 

 

(6)

The total shareholder return assumes that $100 was invested on December 31, 2019 in the NASDAQ Transportation Index and that dividends were reinvested when and as paid.

 

 

(7)

Reflects net income (loss) in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2022, 2021, and 2020.

 

 

(8)

Our company-selected measure is Adjusted EPS, which is calculated based on our diluted earnings per shares, adjusted for amortization of intangibles and certain non-recurring charges and gains.

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the cumulative total shareholder return of the Company and the NASDAQ Transportation Index for 2022, 2021, and 2020 is represented by the graph below:

 

gr01.jpg
   
Compensation Actually Paid vs. Net Income [Text Block]

The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the Company’s net income (loss) for 2022, 2021, and 2020 is represented by the graph below:

 

gr02.jpg
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the Company’s Adjusted EPS for 2022, 2021, and 2020 is represented by the graph below:

 

gr03.jpg
   
Tabular List [Table Text Block]

Tabular Disclosure of the Most Important Measures to Link Compensation Actually Paid for 2022 to Company Performance

 

The following financial metrics were the most important measures used to link compensation actually paid for 2022 to Company Performance.

 

Adjusted Earnings Per Share

Dedicated Segment Operating Ratio

TMS and the Warehouse Segment’s Combined Freight Revenue

   
Total Shareholder Return Amount $ 270.24 204.49 114.58
Peer Group Total Shareholder Return Amount 97.55 120.41 106.29
Net Income (Loss) $ 108,682,000 $ 60,731,000 $ (42,718,000)
Company Selected Measure Amount 5.84 3.61 1.08
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted Earnings Per Share    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Dedicated Segment Operating Ratio    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name TMS and the Warehouse Segment’s Combined Freight Revenue    
PEO Deduct Stock and Option Awards Reported in the Summary Compensation Table [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ (3,939,000) $ 0
PEO Add YE Fair Value of Awards Granted During the Covered FY that are Outstanding and Unvested as of the End of the Covered FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 5,025,000 0
PEO Add Change in Fair Value as of the End of the Covered FY for Awards Granted in a Prior FY that are Out standing and Unvested as of the Covered FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,746,882 1,855,479 263,780
PEO Add Change in Fair Value as of the Vesting Date for Awards Granted in a Prior FY that Vested During the Covered FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 62,719 204,899 17,053
PEO Deduct Fair Value of Awards Forfeited During the Covered FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0   (21,089)
NEO Deduct Stock and Option Awards Reported in the Summary Compensation Table [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (143,751) (821,218) (642,638)
NEO Add YE Fair Value of Awards Granted During the Covered FY that are Outstanding and Unvested as of the End of the Covered FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 221,960 1,082,822 640,603
NEO Add Change in Fair Value as of the End of the Covered FY for Awards Granted in a Prior FY that are Outstanding and Unvested as of the Covered FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 594,990 902,448 101,476
NEO Add Change in Fair Value as of the Vesting Date for Awards Granted in a Prior FY that Vested During the Covered FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 111,330 135,428 6,052
NEO Deduct Fair Value of Awards Forfeited During the Covered FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ (140,322) $ (36,651)