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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

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)

($)

 

2023

    1,381,818       6,199,680       1,172,988       2,206,158       363.79       130.87       55,229       4.16  

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.

 

(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:

     
PEO Total Compensation Amount $ 1,381,818 $ 2,116,809 $ 5,833,933 $ 1,070,965
PEO Actually Paid Compensation Amount $ 6,199,680 4,926,410 8,980,311 1,330,709
Adjustment To PEO Compensation, Footnote

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

($)

 

2023

    1,381,818       -       -       4,974,000       (156,138)       -       6,199,680  

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:

   

2023: M. Paul Bunn, Tripp Grant, Samuel F. Hough, Lynn Doster, and Joey B. Hogan.

   

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 $ 1,172,988 1,039,128 1,537,303 1,273,190
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,206,158 1,823,658 2,836,783 1,342,031
Adjustment to Non-PEO NEO Compensation Footnote
 

(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

the Covered

FY

($)

   

Deduct Fair

Value of

Awards

Forfeited

During the

Covered FY

($)

   

Average

Compensation

Actually Paid

to Non-PEO

NEOs

($)

 

2023

    1,172,988       (359,004)       355,613       795,208       241,353       -       2,206,158  

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, 2023, 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

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 2023, 2022, 2021, and 2020 is represented by the graph below:

 

pic12.jpg

 

     
Compensation Actually Paid vs. Net Income

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 2023, 2022, 2021 and 2020 is represented by the graph below:

 

pic13.jpg

 

 

     
Compensation Actually Paid vs. Company Selected Measure

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 2023, 2022, 2021, and 2020 is represented by the graph below:

 

pic14.jpg
     
Tabular List, Table

Tabular Disclosure of the Most Important Measures to Link Compensation Actually Paid for 2023 to Company Performance

 

The following financial metrics were the most important measures used to link compensation actually paid for 2023 to Company Performance.

 

Adjusted Earnings Per Share

Freight Revenue

Expedited Adjusted Operating Income

Dedicated and Warehousing Operations Combined Adjusted Operating Income

 

 

     
Total Shareholder Return Amount $ 363.79 270.24 204.49 114.58
Peer Group Total Shareholder Return Amount 130.87 97.55 120.41 106.29
Net Income (Loss) $ 55,229,000 $ 108,682,000 $ 60,731,000 $ (42,718,000)
Company Selected Measure Amount 4.16 5.84 3.61 1.08
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Earnings Per Share      
Measure:: 2        
Pay vs Performance Disclosure        
Name Freight Revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name Expedited Adjusted Operating Income      
Measure:: 4        
Pay vs Performance Disclosure        
Name Dedicated and Warehousing Operations Combined Adjusted Operating Income      
PEO Deduct Stock and Option Awards Reported in the Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 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        
Adjustment to Compensation, Amount 0 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        
Adjustment to Compensation, Amount 4,974,000 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        
Adjustment to Compensation, Amount (156,138) 62,719 204,899 17,053
PEO Deduct Fair Value of Awards Forfeited During the Covered FY [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 (21,089)
NEO Deduct Stock and Option Awards Reported in the Summary Compensation Table [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (359,004) (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        
Adjustment to Compensation, Amount 355,613 221,960 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        
Adjustment to Compensation, Amount 795,208 594,990 902,448 101,476
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        
Adjustment to Compensation, Amount 241,353 111,330 135,428 6,052
NEO Deduct Fair Value of Awards Forfeited During the Covered FY [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ (140,322) $ (36,651)