Nevada |
000-24960 |
88-0320154 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
400 Birmingham Hwy., Chattanooga, TN |
37419 |
(Address of principal executive offices) |
(Zip Code) |
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
Item 1.01 |
Entry into a Material Definitive Agreement. | ||
On February 16, 2005, the Compensation Committee of the Board of Directors of Covenant Transport, Inc. (the Company) met to determine annual bonuses for the year ended December 31, 2004, for the Companys executive officers under the Companys compensation program.
The Companys bonus program permits executive officers to earn up to a percentage of their salary based upon the achievement of corporate and individual goals in the relevant year. Target bonus award amounts under the program equal fifty percent of the base salary of the Companys individual executive officers, subject to the adjustments described below.
Sixty to seventy-five percent of each executive officers base bonus amount is based upon an earnings per share target established by the Board of Directors. The base bonus amount increases if the Company exceeds the earnings per share target and decreases if the Company does not meet the earnings per share target. The remainder of the base bonus amount is based upon the achievement of certain individual goals which are established by the Compensation Committee for the Chief Executive Officer and by the Chief Executive Officer (subject to Compensation Committee approval) for the other executive officers. Once the base bonus amount is determined, it is adjusted up or down by predetermined multiples based upon the Companys ranking among a peer group of companies in the following performance measures: earnings per share growth, net margin, and return on average equity. The peer group identified by the Compensation Committee consists of Swift Transportation, Werner Enterprises, USA Truck, U.S. Xpress Enterprises, and Celadon Group.
Executive officers currently must accept at least 25% of their annual bonus in the form of options to purchase the Companys common stock, and may elect to receive up to 100% of the bonus in the form of stock options.
For 2004, the Compensation Committee concluded that, in computing the Companys earnings per share for purposes of the bonus program, it was appropriate to exclude the impact of an after tax charge of $12.2 million, or $0.82 per share, incurred in the fourth quarter of 2004 relating to an increase in the Companys estimated liability for casualty and workers' compensation claims following the completion of an actuarial review of the Company's claims reserves. However, the Compensation Committee also reduced the bonuses payable to the executive officers by an aggregate of $114,096. The Compensation Committee also determined that the Company ranked sixth among its group of peer companies in the designated performance measures, and that each of the executive officers met at least 75% of his established individual goals. As a result of the foregoing, the Compensation Committee approved 2004 bonuses in the following amounts for the Companys executive officers: | |||
Name |
Title |
Bonus Amount | |
David R. Parker |
Chairman of the Board, President and Chief Executive Officer |
$126,083 | |
Michael W. Miller |
Executive Vice President and Chief Operating Officer |
$67,297 | |
Joey B. Hogan |
Executive Vice President, Chief Financial Officer and Assistant Secretary |
$50,626 | |
L.D. Miller, III |
Executive Vice President - Sales and Marketing |
$44,030 | |
R.H. Lovin, Jr. |
Senior Vice President - Administration and Secretary |
$34,458 | |
|
COVENANT TRANSPORT, INC. | ||
Date: February 23, 2005 |
By: |
/s/ Joey B. Hogan |
Joey B. Hogan
Executive Vice President and Chief Financial Officer |