Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| 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 under Sec. 240.14a-12 | ||||
________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
(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 14-a6(i)(1) and 0-11. | ||||
| 2002 WEST WAHALLA LANE |
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Notice of Annual Meeting
of Stockholders
of Stockholders
We cordially invite you to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Knight-Swift Transportation Holdings Inc. (the "Company"). The meeting will take place at the Company's corporate offices, which are located at 2002 West Wahalla Lane , Phoenix, Arizona 85027, on Tuesday, May 13, 2025 , at 8:30 a.m. Local Time, and at any adjournment thereof. We look forward to your attendance either in person or by proxy.
Annual Meeting Details
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DATE
Tuesday,
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TIME
Local Time
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LOCATION
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WHO VOTES
Stockholders of
Record on Monday,
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Purpose of the Meeting
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Elect twelve (12) directors, each such director to serve until the 2026 Annual Meeting
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Conduct an advisory, non-binding vote to approve named executive officer compensation
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Ratify the appointment of
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Vote on a stockholder proposal regarding support for transparency in political spending
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| 5 | Transact any other business that may properly come before the meeting | ||||
The foregoing matters are described more fully in the accompanying proxy statement relating to the Annual Meeting. Only stockholders of record at the close of business on March 17, 2025 may vote at the meeting or any postponements or adjournments of the meeting.
By Order of the Board of Directors,
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
The Company's proxy statement for the 2025 Annual Meeting and its Annual Report to stockholders for the fiscal year ended
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Our Lead Independent Director
Lead Independent Director Responsibilities
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Presides at all executive sessions of the Board
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| ☑ | Presides at all meetings of our Board and the stockholders, where the Chairperson is not present | ||||
| ☑ | Performs all duties of the Chairperson in the absence or disability of the Chairperson | ||||
| ☑ | Coordinates the activities of the independent directors | ||||
| ☑ | Disseminates timely information to the |
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| ☑ | Participates in setting and approving Board meeting agendas and materials, in consultation with the Chairperson | ||||
| ☑ | Coordinates Board meeting schedules to assure that there is sufficient time for discussion of all agenda items | ||||
| ☑ | Participates in the retention of outside advisors and consultants who report directly to the Board, if needed | ||||
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Communicates with the Compensation Committee and the
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| ☑ | Collaborates with the CEO and Chairperson in determining the need for special meetings, and calling any such special meeting, as appropriate | ||||
| ☑ | Participates in the performance review of the CEO | ||||
| ☑ | Calls and chairs meetings and executive sessions of the independent directors | ||||
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Acts as a liaison for stockholders between the independent directors and the Chairperson, as appropriate
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| ☑ | Acts as a liaison between the Chairperson and the independent directors | ||||
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Responds directly to stockholder and other stakeholder questions that are directed to the Lead Independent Director or the independent directors as a group, as the case may be
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Oversees a robust annual Board self-assessment process
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| ☑ | Performs such other duties and exercises such other powers as our by-laws or Board may assign from time to time | ||||
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Letter from our Lead Independent Director
DEAR FELLOW STOCKHOLDERS:
As I reflect back on 2024, I continue to be impressed and energized by the dedication, insight, and perseverance of our entire Knight-Swift team, from our committed and diligent driving associates to our forward-looking leadership team and Board of Directors. It is my privilege to share highlights of our purposeful actions over the past year, reflecting our adaptability, strategic vision, and ongoing commitment to long-term value creation.
Leveraging Market Adversity to Refocus Efficiency and Long-Term Sustainability
The 2024 freight environment was host to a number of significant market challenges, which we redirected into opportunities by focusing on efficiency. We strengthened our foundation for long-term success through initiatives designed to reduce waste, streamline operations, and prioritize operating fundamentals. The actions we took in response to the disruption of the 2024 freight market enhanced our operational agility and refined our cost management and resource allocation, which allowed us to adapt swiftly to dynamic market conditions. We believe the Company is more resilient and positioned to take advantage of future market tailwinds.
We remain steadfast in our commitment to our core asset: our people. The recruitment, training, and retention of our professional driving associates remains our top priority, reflected by our late model equipment and competitive pay package. In 2024, we elevated Adam Miller to CEO and President, Andrew Hess to CFO, Charlie Prickett to CEO of AAA Cooper , and continued to strengthen and develop our U.S. Xpress leadership team, as we foster executive talent in connection with our succession planning process. We maintained our commitment to our culture of safety as we prioritized safety programs across all brands. We continue to encourage professional growth through training courses and development tracks, and to drive collaboration through initiatives like Drive for a Degree, where we offer degrees to our driving associates.
The Board of Directors welcomed Doug Col as a member in March of 2025. Doug brings over twenty years of experience in the transportation industry, which will provide valuable guidance to our Board. Additionally, Bob Synowicki's service on the Board of Directors will come to an end at the 2025 Annual Meeting. On behalf of the Board and the Company, I thank Bob for his valuable insights and dedication to our Board over his nine-year tenure and wish him the best in his future endeavors.
Reinforcing LTL as a Foundational Pillar
2024 was a transformational year for our LTL services, as we expanded into California and the Southwest through our acquisition of the non-union regional LTL division of Dependable Highway Express, Inc. , while adding 51 terminals and increasing our door count over 30% through strategic organic expansion. We integrated DHE in just over three months from the acquisition date, and all three of our LTL brands now operate through one network. While integrating DHE and operationalizing new organic locations presented some cost headwinds late in the year, we believe the investments we made in 2024 position us for further growth, reinforcing LTL as a pillar of our service offerings.
Ongoing Emphasis on Risk Management and Responsible Business Practices
We remain committed to steadfast corporate governance, as we continue to maintain a majority of independent directors, and our Finance, Audit, Compensation, and Nominating and Corporate Governance Committees are comprised exclusively of independent directors, cultivating transparency, objectivity, and accountability. The Board continues to engage in actively assessing and managing enterprise risk. During the year, management implemented a robust Enterprise Risk Management System that is a systematic, organization-wide approach to
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evaluating the effectiveness of risk mitigation, supporting strategic decision-making, and navigating challenges across the organization.
Finally, our investments in energy-efficient trucking technologies, alternative fuels, and advanced route optimization systems enhance operational efficiency and drive meaningful emissions reductions as we strive to achieve our sustainability goals. The Company is an EPA SmartWay Charter Partner, 2024 SmartWay Excellence Awardee, and ongoing SmartWay Partner and High Performer, emphasizing our commitment to responsible business practices that we believe also enhance long-term stockholder value.
On behalf of our Board, we value your confidence in our leadership and welcome your ongoing support at the 2025 Annual Meeting.
Sincerely,
Lead Independent Director
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Voting Matters and Board Recommendations
| Item | Board Vote Recommendation | Page | |||||||||
| 1 | Elect twelve (12) directors, each such director to serve until the 2026 Annual Meeting |
üFOR
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| 2 | Conduct an advisory, non-binding vote to approve named executive officer compensation |
üFOR
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| 3 | Ratify the appointment of |
üFOR
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| 4 | Vote on a stockholder proposal regarding support for transparency in political spending |
ûAGAINST
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2024 Company Financial Highlights
OPERATING PERFORMANCE
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Total revenue
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Revenue, excluding fuel surcharge revenue
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96.7%
Operating ratio
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94.7%
Adjusted operating ratio1
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CAPITAL DEPLOYMENT
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Operating cash flows
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Free cash flow1
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Lease liability paydowns
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Dividends paid
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1 See non-GAAP reconciliations beginning at page 72 of this proxy statement.
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| Corporate Governance and Cybersecurity Risk Management | |||||
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Robust Corporate Governance
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We believe that effective corporate governance is the cornerstone for building sustainable long-term value and we remain dedicated to ensuring that our stakeholders' interests are at the heart of our strategy.
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Executive compensation plan design that aligns our executives' interests with corporate strategy
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2/3 independent Board
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Fully independent Audit, Compensation, Nominating and Corporate Governance, and Finance Committees
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Robust Lead Independent Director role
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Separation of Chairperson and CEO roles
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Annual election of directors
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| Composition of Board | |||||
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TENURE (years)1
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AGE (years)2
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DIVERSITY3
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INDEPENDENCE4
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1 9-year average tenure with respect to our continuing independent directors.
2 Average age of 60 years for our continuing directors.
3 Of our 12 continuing directors, four bring gender diversity to our Board, and two bring racial diversity to our Board.
4 Of our 12 continuing directors, eight are independent.
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Cybersecurity and Information Security Governance Highlights
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Comprehensive reporting to our
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Multi-format reporting approach, with presentations to
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Cross-functional approach to addressing cybersecurity risk, with Technology, Operations, Risk, Legal, and Corporate Audit functions presenting to the
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Collaborative approach, working with a wide range of key stakeholders to manage risk, and share and respond to intelligence
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Annual penetration testing by an external expert that specializes in information technology security with overview of results provided to the
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Annual review by the Nominating and
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No fines, penalties, or settlements against the Company in its history for information security breaches
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No material information security breaches in the last four years
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Oversight of Cybersecurity and Information Security Risk by
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Our Board recognizes the importance of maintaining the trust and confidence of our customers, driving associates, and employees and has tasked the
Additionally, the
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Under the
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| TABLE OF CONTENTS | |||||
| PAGE | |||||
viii
Proxy Statement Summary
Below are highlights of certain information in this proxy statement. As it is only a summary, it may not contain all of the information that is important to you. For more complete information, please refer to the complete proxy statement and our 2024 Annual Report before you vote. References to the "Company", "we," "us," or "our" refer to Knight-Swift Transportation Holdings Inc.
Annual Meeting Details
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DATE
Tuesday,
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TIME
Local Time
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LOCATION
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WHO VOTES
Stockholders of
Record on Monday,
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How to Cast Your Vote
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YOUR VOTE IS IMPORTANT!
Please cast your
vote and play a part
in the future of the Company.
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INTERNET
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PHONE
Calling 1-800-690-6903
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MAIL
Retuthe signed
Proxy Card
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The deadline for voting online or by telephone is 11:59 p.m. EasteTime on May 12, 2025 . If you vote by mail, your proxy card must be received before the Annual Meeting.
Beneficial owners, who own shares through a bank, brokerage firm, or similar organization, can vote by returning the voting instruction form or by following the instructions for voting via telephone or the Internet as provided by the bank, broker or other organization. If you own shares in different accounts, or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.
If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote in person at the Annual Meeting.Even if you plan to attend our Annual Meeting in person, please cast your vote as soon as possible.
See the "Questions and Answers About the Proxy Materials and Annual Meeting" section for more details.
By submitting your proxy (either by signing and returning the enclosed proxy card, by voting electronically on the Internet or by telephone), you authorize Adam Miller , our Chief Executive Officer ("CEO"), and Andrew Hess , our Chief Financial Officer ("CFO"), to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Also, they may vote your shares to adjouthe Annual Meeting and will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.
A Notice of Internet Availability of Proxy Materials (the "Internet Notice") will first be mailed on or about April 3, 2025 , to stockholders of record of our common stock at the close of business on March 17, 2025 (the "Record Date"). The Internet Notice will instruct you as to how you may access and review the proxy materials. Our Annual Report to Stockholders for the fiscal year ended December 31, 2024 (our "2024 Annual Report"), this proxy statement, and the proxy card, which
1
collectively comprise our "proxy materials," are first being made available on April 3, 2025 to stockholders of record as of March 17, 2025 .
The information included in this proxy statement should be reviewed in conjunction with the consolidated financial statements, notes to consolidated financial statements, reports of our independent registered accounting firm, and other information included in our 2024 Annual Report. A copy of our 2024 Annual Report will be made available free of charge on the Annual Reports section of our corporate website at www.knight-swift.com. Except to the extent it is incorporated by specific reference, our 2024 Annual Report is not incorporated into this proxy statement and is not considered to be a part of the proxy-soliciting materials.
Voting Matters and Board Recommendations
| Item | Board Vote Recommendation | Page | |||||||||
| 1 | Elect twelve (12) directors, each such director to serve until the 2026 Annual Meeting |
üFOR
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| 2 | Conduct an advisory, non-binding vote to approve named executive officer compensation |
üFOR
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| 3 | Ratify the appointment of |
üFOR
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| 4 | Vote on a stockholder proposal regarding support for transparency in political spending |
ûAGAINST
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2
| 2002 WEST WAHALLA LANE |
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Proxy Statement
The Board of Directors and Corporate Governance
CORPORATE GOVERNANCE DOCUMENTS
In furtherance of its goals of providing effective governance of our business and affairs for the long-term benefit of stockholders, the Board has adopted Corporate Governance Guidelines in addition to charters for each of its Board committees and a Code of Business Conduct and Ethics (the "Code of Conduct") for our directors, officers, and employees. Each of these documents is free and available for download on our website atwww.knight-swift.com.You may also obtain a copy by writing to Knight-Swift Transportation Holdings Inc. , c/o Secretary, 2002 West Wahalla Lane , Phoenix, Arizona 85027.
RISK MANAGEMENT AND OVERSIGHT
We take a company-wide approach to risk management, and our full Board has overall responsibility for and oversees our risk management process on an ongoing basis. In 2024, our management implemented an Enterprise Risk Management System that is a systematic, organization-wide approach to evaluating the effectiveness of risk mitigation, supporting strategic decision-making, and navigating challenges across the organization. Our management Risk Committee is responsible for overseeing and managing risks within the Company. This includes developing and implementing a risk management strategy, monitoring risks, ensuring compliance, and regularly reporting to the Board and its committees.
Our primary areas of risk assessment include:
•financial
•legal, compliance, and regulatory
•business continuity
•mergers and acquisitions
•advancements in revenue equipment
•cybersecurity and IT security
•safety
•operational and strategic
•ESG and human capital
•compensation policies and practices
| BOARD OF DIRECTORS |
determines the appropriate risk for us as an organization
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assesses the specific risks faced
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reviews the appropriate steps to be taken by management to monitor and manage those risks | |||||||||||||||||
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While the full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas.
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| AUDIT COMMITTEE |
COMPENSATION COMMITTEE |
FINANCE COMMITTEE |
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | |||||||||||||||||
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Descriptions regarding the responsibilities of our various committees of the Board are included in this proxy, beginning at page 10.
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| MANAGEMENT |
identifies, evaluates, and monitors on an ongoing basis strategic and inherent enterprise risks and mitigants
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periodically reviews appropriate enterprise risks and risk management process with the
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regularly reports on applicable risks to the relevant committee or the full Board
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conducts additional review or reporting on risks as requested by our Board and its committees
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3
BOARD SELF ASSESSMENT
Our Board conducts a rigorous annual self-assessment process, as described below. The Nominating and Corporate Governance Committee annually reviews the format of the self-assessment process with advice and input from outside counsel to ensure that actionable feedback is solicited.
COMPOSITION OF BOARD
Our Board currently consists of thirteen directors, with the term of all directors expiring at the 2025 Annual Meeting and all directors elected annually: Amy Boerger , Douglas Col , Reid Dove , Michael Garnreiter , Louis Hobson , Gary Knight , Kevin Knight , Adam Miller , Kathryn Munro , Jessica Powell , Roberta Roberts Shank , Robert Synowicki , Jr. (not standing for reelection), and David Vander Ploeg .
All directors, other than Messrs. Dove, Gary Knight , Kevin Knight , and Miller qualify as independent directors under the corporate governance standards of the New York Stock Exchange ("NYSE") and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
4
BOARD QUALIFICATIONS, SKILLS, CHARACTERISTICS, AND EXPERIENCE
The table below provides the qualifications, skills, characteristics, and experience of our proposed nominees for director:
| Mr. |
Mr. |
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| Experience | ||||||||||||||||||||||||||||||||||||||
| $ | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||
| Public Company Officer or Key Employee | ||||||||||||||||||||||||||||||||||||||
| ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||||||
| CEO Experience | ||||||||||||||||||||||||||||||||||||||
| 2 | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
| Financial Reporting | ||||||||||||||||||||||||||||||||||||||
| ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||||
| Environmental / Social / Sustainability | ||||||||||||||||||||||||||||||||||||||
| f | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||
| Industry | ||||||||||||||||||||||||||||||||||||||
| ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||||
| Information Security and Privacy | ||||||||||||||||||||||||||||||||||||||
| d | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||
| Risk Management | ||||||||||||||||||||||||||||||||||||||
| ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||
| Operational | ||||||||||||||||||||||||||||||||||||||
5
| Mr. |
Mr. |
|||||||||||||||||||||||||||||||||||||
| ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
| Corporate Governance | ||||||||||||||||||||||||||||||||||||||
| ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
| ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||||
| Communications / Marketing and Sales / Customer Service | ||||||||||||||||||||||||||||||||||||||
| ü | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||||
| ü | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||||||
| Technology and Innovation | ||||||||||||||||||||||||||||||||||||||
| Demographic/Background | ||||||||||||||||||||||||||||||||||||||
| i | Yes | Yes | No | Yes | Yes | No | No | No | Yes | Yes | Yes | Yes | ||||||||||||||||||||||||||
| Independent | ||||||||||||||||||||||||||||||||||||||
| Female | Male | Male | Male | Male | Male | Male | Male | Female | Female | Female | Male | |||||||||||||||||||||||||||
| Gender | ||||||||||||||||||||||||||||||||||||||
| No | No | No | No | Yes | No | No | No | No | Yes | No | No | |||||||||||||||||||||||||||
| Racial Diversity | ||||||||||||||||||||||||||||||||||||||
| ` | 1 | 0 | 4 | 23 | 4 | 35 | 35 | 1 | 21 | 2 | 10 | 17 | ||||||||||||||||||||||||||
| Tenure (years) | ||||||||||||||||||||||||||||||||||||||
6
| Mr. |
Mr. |
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| 6 | 62 | 60 | 53 | 73 | 44 | 73 | 68 | 44 | 76 | 44 | 58 | 66 | ||||||||||||||||||||||||||
| Age (years) | ||||||||||||||||||||||||||||||||||||||
The lack of a "ü" for a particular item does not mean that the director does not possess that qualification, characteristic, skill or experience. We look to each director to be knowledgeable in these areas; however, the "ü" indicates that the item is a specific qualification, characteristic, skill or experience that the director brings to the Board.
7
BOARD LEADERSHIP STRUCTURE
| Executive Chairman |
Lead Independent Director |
Primary Responsibilities of the Lead Independent Director:
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| Extensive industry experience and knowledge of business operations, risks and strategy implementation | Clear responsibilities under our Corporate Governance Guidelines help to ensure independent Board oversight |
•Presiding at all executive sessions of the Board
•Participating in setting and approving Board agenda and materials and ensuring there is sufficient time for discussion of agenda items
•Serving as a liaison between the Chairperson and the independent directors
•Ensuring oversight of key governance issues, our enterprise risk management, including cybersecurity, and a robust annual Board self-assessment process
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| Liaison between directors and management with accountability for Company performance | Elected solely by independent directors | |||||||||||||
| Balanced Leadership Structure | ||||||||||||||
Our Corporate Governance Guidelines require that we separate the offices of the Chairperson of our Board and our CEO. Currently, our Executive Chairman of the Board is Kevin Knight . Separating the offices of Chairperson and CEO allows our CEO to dedicate his full efforts to the demands and responsibilities of the CEO position, while also allowing us to benefit from Kevin Knight's strategic oversight and considerable experience. Many factors will influence the most effective leadership structure at any given time, and our Board will be free to choose the Chairperson in any way that it deems best for us under the circumstances. In selecting an appropriate leadership structure, the Board may consider items such as the expertise, background, and leadership of the CEO and other members of the Board, the demands of the Company's business, the Company's strategic objectives, prospects, and challenges, and other factors. The duties of the Chairperson include:
•serving on the Executive Committee;
•presiding at all meetings of our Board and the stockholders at which the Chairperson is present;
•participating in setting Board meeting agendas, in consultation with the lead independent director, and coordinating Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;
•collaborating with the CEO and lead independent director in determining the need for special meetings and calling any such special meeting, as appropriate;
•responding directly to stockholder and other stakeholder questions and comments that are directed to the Chairperson of the Board; and
•performing such other duties and exercising such other powers as our by-laws or Board may assign from time to time.
If the Chairperson of the Board is not an independent director, our Board's independent directors will designate one of the independent directors on the Board to serve as lead independent director. Our current lead independent director is David Vander Ploeg . The duties of the lead independent director include:
•presiding at all executive sessions of the Board;
•presiding at all meetings of our Board and the stockholders, where the Chairperson is not present;
•performing all duties of the Chairperson in the absence or disability of the Chairperson;
•coordinating the activities of the independent directors;
•disseminating timely information to the Board for consideration;
8
•participating in setting and approving Board meeting agendas and materials, in consultation with the Chairperson, and coordinating Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;
•participating in the retention of outside advisors and consultants who report directly to the Board, if needed;
•communicating with the Compensation Committee and the Nominating and Corporate Governance Committee regarding key compensation, nominating and governance issues;
•collaborating with the CEO and Chairperson in determining the need for special meetings and calling any such special meeting, as appropriate;
•participating in the performance review of the CEO;
•calling and chairing meetings and executive sessions of the independent directors;
•acting as liaison for stockholders between the independent directors and the Chairperson, as appropriate;
•acting as liaison between the Chairperson and the independent directors;
•responding directly to stockholder and other stakeholder questions and comments that are directed to the Lead Independent Director or the independent directors as a group, as the case may be;
•overseeing a robust annual Board self-assessment process; and
•performing such other duties and exercising such other powers as our by-laws or Board may assign from time to time.
In the absence or disability of the Chairperson, the duties of the Chairperson (including presiding at all meetings of our Board and the stockholders) shall be performed and the authority of the Chairperson may be exercised by the lead independent director or another independent director designated for this purpose by our Board.
BOARD MEETINGS
The Board held seven meetings during the 2024 calendar year. During 2024, all directors attended at least 75% of the aggregate of the Board and committee meetings on which they served (during the periods for which they served).
DIRECTOR ATTENDANCE AT ANNUAL MEETING
All of our then-incumbent directors attended our 2024 Annual Meeting. Directors are invited and encouraged to attend the Company's annual meetings of stockholders, although we do not have a formal policy regarding director attendance at our annual meetings of stockholders.
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BOARD COMMITTEES
Currently, our Board has an Audit Committee , Compensation Committee, Nominating and Corporate Governance Committee, Finance Committee , and Executive Committee. Each committee, except our Executive Committee, is composed entirely of independent directors, each of whom is a "non-employee director" as defined in Rule 16b-3(b)(3) under the Exchange Act and an "independent director" for purposes of the rules of the NYSE.
Members serve on these committees until their respective resignations or until otherwise determined by our Board. Our Board may from time to time establish other committees. Current committee memberships are as follows:
| Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee |
Executive Committee | |||||||||||||||||
| X | X | |||||||||||||||||||
| X | X | |||||||||||||||||||
| X | ||||||||||||||||||||
| X | X | X | ||||||||||||||||||
| X | ||||||||||||||||||||
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(Executive Chairman of the Board)
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| X | X | X | ||||||||||||||||||
| X | X | |||||||||||||||||||
| X | ||||||||||||||||||||
| X | X | |||||||||||||||||||
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(Lead Independent Director)
|
X | X | ||||||||||||||||||
| X |
-Member
|
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|
-Committee Chairperson
|
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* Mr. Synowicki is not standing for reelection.
10
|
Audit Committee
MEMBERS
MEETINGS
IN 2024:8
|
RISK OVERSIGHT
•oversees assessment and management of financial risks
•responsible for overseeing potential conflicts of interests
PRIMARY RESPONSIBILITIES
•reviews the audit plans and findings of our independent registered public accounting firm and our internal audit staff;
•reviews our financial statements, including any significant financial items and/or changes in accounting policies, with our management and independent registered public accounting firm;
•reviews, with management and our independent registered public accounting firm, our financial risk and control procedures, compliance programs, and significant tax, legal, and regulatory matters;
•has the sole discretion to appoint and oversee our independent registered public accounting firm and evaluate such firm's independence;
•monitors compliance procedures with our internal audit department as well as oversees performance of the internal audit department;
•establishes procedures for reviewing and investigating complaints regarding accounting, internal controls, auditing matters, or other illegal or unethical acts; and
•reviews with management the Audit Committee Report for inclusion in the proxy statement filed with the
The Audit Committee operates pursuant to a charter, which is available at www.knight-swift.com.
|
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| All members of the Audit Committee are independent and the Board has determined that four out of six Audit Committee members, is an "audit committee financial expert" within the meaning of the |
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|
The Audit Committee Report with respect to our financial statements is on page 62.
|
The Company has always received an unqualified opinion from its auditor, has never restated its financials, has never been untimely in its financial disclosure filings, and has not had a material weakness in its internal controls. | ||||||||||
11
|
Compensation Committee
MEMBERS
MEETINGS
IN 2024:5
|
|||||||||||
|
RISK OVERSIGHT
•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
•oversees risks relating to our policies and practices regarding our management of human capital resources, including talent management, culture, diversity and inclusion
PRIMARY RESPONSIBILITIES
•annually evaluates the performance of, determines, approves, and recommends to the Board the base salary, cash incentives, equity awards, and all other compensation for our CEO and NEOs and evaluates performance in light of goals and objectives;
•adopts, oversees, and periodically reviews and makes recommendations to the Board regarding the operation of all of our equity-based compensation plans and incentive compensation plans, programs, and arrangements, including establishing criteria for the terms of awards granted to participants under such plans;
•annually reviews and makes recommendations to the Board regarding the outside directors' compensation arrangements to ensure their competitiveness and compliance with applicable laws;
•annually approve the appointment of our independent compensation consultant;
•reviews with management the Compensation Discussion and Analysis for inclusion in the proxy statement filed with the
•oversees human capital management.
The Compensation Committee operates pursuant to a charter, which is available at www.knight-swift.com.
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| All members of the Compensation Committee are independent. All members of the Compensation Committee qualify as "non-employee directors" for purposes of Rule 16b-3 of the Exchange Act. |
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|
The Compensation Committee Report with respect to our executive compensation is on page 31.
*
|
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For 2024, the Compensation Committee retained Pearl Meyer as its independent compensation consultant to provide advice and services such as the following:
•analysis and recommendations that inform the Compensation Committee's decisions with respect to director and executive officer compensation;
•market pay data and competitive-position benchmarking;
•analysis and input on peer group development;
•analysis and input on performance measures and goals;
•analysis and input on compensation program structure;
•an assessment of the risks under our compensation programs; and
•update on market trends and the regulatory environment as it relates to executive compensation, including corporate governance aspects.
12
Pursuant to SEC rules and NYSE listing standards, the Compensation Committee assessed the independence of Pearl Meyer , and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the Compensation Committee. In connection with this assessment, the Compensation Committee considered, among others, the following factors:
•the provision of other services to us by the firm that employs the compensation advisor;
•the amount of fees received from us by the firm that employs the compensation advisor as a percentage of the total revenue of the firm;
•the policies and procedures of the firm that employs the compensation advisor that are designed to prevent conflicts of interest;
•any business or personal relationship of the compensation advisor with any member of the Compensation Committee;
•any stock in our company owned by the compensation advisor or the advisor's immediate family members, or the firm that employs the compensation advisor; and
•any business or personal relationship of the compensation advisor or the firm that employs the advisor with any of our executive officers.
|
MEMBERS
MEETINGS
IN 2024:4
|
RISK OVERSIGHT
•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
PRIMARY RESPONSIBILITIES
•reviews and monitors the deployment of our financial resources and policies, the management of our balance sheet, and the investment of cash and other assets;
•reviews and makes recommendations to the Board regarding our operating and capital budgets and monitors actual performance against our budgets and projections;
•reviews our capital structure, liquidity, financing plans, and other treasury policies, including off-balance sheet financings;
•reviews with the Board and management our financial risk exposure relating to financing activities; and
•annually reviews the Finance Committee Charter for adequacy and compliance with the duties and responsibilities set forth therein.
|
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|
All members of the
*
|
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13
|
Nominating and Corporate Governance Committee
MEMBERS
MEETINGS
IN 2024:4
|
|||||||||||
|
RISK OVERSIGHT
•responsible for overseeing implementation of appropriate corporate governance procedures, monitoring and overseeing the management and mitigation of operating, sustainability, cybersecurity, and information security risks, and overseeing the management of risks associated with the independence of our Board
•reviews enterprise operating risks, other than financial and internal controls risks
•responsible for oversight of our plans, policies, and disclosures related to ESG and sustainability matters
PRIMARY RESPONSIBILITIES
•considers and recommends the criteria, qualifications, and attributes of candidates for nomination to the Board and its committees;
•identifies, screens, and recommends qualified candidates for Board membership;
•advises the Board with respect to the Board composition, diversity, size, attributes, procedures, and committees;
•evaluates director nominee recommendations proposed by stockholders;
•periodically reviews and makes recommendations to the Board regarding corporate governance policies and principles, including our Corporate Governance Guidelines;
•oversees the evaluation of the Board;
•considers and makes recommendations to prevent, minimize, resolve, or eliminate possible conflicts of interest;
•reviews and evaluates the Company's enterprise operating risks, including cybersecurity but excluding financial and internal controls risks, and makes recommendations to the Board and management concerning risk management practices and mitigation efforts;
•oversees and evaluates risks relating to our ESG strategy and reporting and emerging issues potentially affecting the reputation of the Company; and
•assesses and develops succession plans for executive officers and other appropriate management personnel.
|
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|
All members of the
*
|
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| Executive Committee | The Executive Committee did not hold any meetings in 2024. The Executive Committee is authorized to act on behalf of the Board when the Board is not in session, with the exception of certain actions. The Executive Committee is currently comprised of |
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CORPORATE GOVERNANCE POLICY AND STOCKHOLDER ENGAGEMENT
Our Board has adopted Corporate Governance Guidelines to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. A copy of these guidelines has been posted on our website at www.knight-swift.com. Key corporate governance principles observed by the Board and the Company include:
•maintaining a Board composed of a majority of independent directors (currently two-thirds of our continuing Board is independent);
•a robust lead independent director who presides at all executive sessions of the Board and whom third parties can contact to communicate with our independent directors;
•separation of Board Chairperson and Chief Executive Officer positions;
14
•maintaining an independent Audit Committee with at least one financial expert and other members who are knowledgeable about financial matters (currently four out of six members of the Audit Committee qualify as financial experts);
•maintaining an independent Nominating and Corporate Governance Committee that is responsible for nominating qualified individuals for election to our Board and evaluating, reviewing, and planning for director tenure and succession;
•annually reviewing Board and management succession planning along with maintaining at all times an evaluation and recommendation of potential successors to the Executive Chairperson, CEO, President, CFO, and other key members of executive management;
•majority voting standard and resignation policy for directors in uncontested elections;
•compensation policies for our senior executives and Board that are aligned with the interests of the Company and its stockholders and do not encourage excessive risk taking;
•overboarding policy and director tenure policy;
•regular meetings of the independent directors in executive session, not less than annually;
•Audit Committee, Compensation Committee, Finance Committee , and Nominating and Corporate Governance Committee comprised entirely of independent directors;
•new director orientation program and periodic ongoing director education; and
•rigorous annual Board self-assessment.
Our Board is engaged in stockholder outreach and available for interaction with stockholders when requested. Management provides periodic updates to the Board regarding stockholder outreach and feedback. In addition, throughout the year, we participate in numerous investor conferences and make efforts to be in contact with our key stockholders, to solicit feedback and ensure our Board and management have insight into the issues that are most important to our stockholders.
MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS
Our by-laws require that we use a majority voting standard in uncontested director elections and we have a resignation requirement under our Corporate Governance Guidelines for directors who fail to receive the required majority vote. Under the majority voting standard, a director nominee must receive more votes cast "for" than "against" for his or her uncontested election in order to be elected to the Board. If a director nominee in an uncontested election does not receive the required number of votes, such director nominee will, within five days following the certification of the stockholder vote, tender his or her resignation for consideration by the Nominating and Corporate Governance Committee .
CODE OF BUSINESS CONDUCT AND ETHICS
The Board has adopted a Code of Conduct that applies to all of our directors, officers, and employees. In addition, we maintain a Policy Governing Responsibilities of Financial Managers and Senior Officers (the "Financial Responsibilities Policy") that applies to our executive officers (Executive Vice President or above), CFO, Chief Accounting Officer ("CAO"), Controller, and any other employee who is responsible for the management of our funds or for the operation and maintenance of our financial accounting and reporting system. The Code of Conduct and Financial Responsibilities Policy include provisions applicable to our CEO, CFO, CAO, Controller, or persons performing similar functions, which constitute a "code of ethics" within the meaning of Item 406(b) of SEC Regulation S-K. Copies of the Code of Conduct and Financial Responsibilities Policy are publicly available free of charge on our website at www.knight-swift.com.
Pursuant to SEC regulations and NYSE listing standards, we will disclose amendments to or waivers of our Code of Conduct or our Financial Responsibilities Policy in a press release, on our website at www.knight-swift.com, or in a Current Report on Form 8-K filed with the SEC , whichever disclosure method is appropriate. To date, we have not granted any waivers from our Code of Conduct to our directors or executive officers or our Financial Responsibilities Policy to the CEO, CFO, CAO, Controller, or any person performing similar functions.
Neither the Company, nor any of its directors and officers, is currently under investigation by a regulatory body. Further, no regulator has taken action against a director or officer of the Company in the past two years.
15
EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS
Independent Board members generally meet without management present at least once per year in executive sessions. Our lead independent director presides over those meetings. In 2024, our independent directors met five times without management present and four times with our Executive Chairman, Kevin Knight , present.
SECURITIES TRADING POLICY
The Company has a Securities Trading Policy ("STP") that sets forth terms, conditions, timing, limitations, and prohibitions with respect to the purchase, sale, and other dispositions of the Company's securities by its directors, officers, employees, and consultants, as well as the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and NYSE listing standards. A copy of the STP was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024 .
ANTI-PLEDGING AND HEDGING POLICY
The Company has adopted a Stock Pledging and Hedging Policy (the "Anti-Pledging and Hedging Policy") that prohibits the pledging and hedging of the Company's securities by certain individuals.
•Designated Persons are prohibited from engaging in any pledging or hedging transaction (including zero cost collars, forward sales contracts, puts, calls, and other derivative transactions) in the Company's common stock or any derivative security.
•The Anti-Pledging and Hedging Policy applies to the Chairperson of the Board, any Vice Chair (if a Company employee), the CEO, the President, the CFO, any other named executive officer, any Company employee who is also a member of the Board (including Reid Dove , Kevin Knight , Gary Knight , and Adam Miller ), non-employee directors, and any other employee designated by the Nominating and Corporate Governance Committee (any such person, a "Designated Person").
•The Anti-Pledging and Hedging Policy does not have a hardship exemption.
Certain shares of common stock owned by Kevin Knight and Gary Knight that were pledged before the Anti-Pledging and Hedging Policy was adopted were grandfathered from the policy, and the number of shares pledged was reduced by 50% in 2020. Notwithstanding that the existing pledges were grandfathered under the Anti-Pledging and Hedging Policy, as part of its risk oversight function the Nominating and Corporate Governance Committee periodically reviews these share pledges to assess whether such pledging poses an undue risk to the Company. In evaluating these share pledges, the Nominating and Corporate Governance Committee considered that Kevin Knight and Gary Knight , as dedicated long-term stockholders, have pledged a portion of their shares rather than selling shares for liquidity and have significant personal assets. Further, the Nominating and Corporate Governance Committee has taken into account the number of shares pledged as a percentage of our outstanding shares, including the reduction of shares pledged in late 2020, the Company's average trading volume, the degree of overcollateralization, and other factors. Based on its evaluation, the Nominating and Corporate Governance Committee has concluded that the existing pledge arrangements do not pose an undue risk to the Company, and will continue to periodically review the shares pledged as part of its risk oversight function.
STOCK OWNERSHIP AND RETENTION POLICY
Our Stock Ownership and Retention Policy currently requires each non-employee director to own Company stock having a value of the lesser of (i) three times the director's annual cash retainer and (ii) $140,000 . Each non-employee director must own the required amount by five years from the director's appointment or election to the Board. Our key officers, as designated under the policy and which include our named executive officers, also must meet certain minimum stock ownership requirements. Currently, key officers under the policy include (i) our CEO and our Executive Chairperson, who must own Company stock having a value of five times their respective base salaries; (ii) our CFO and Vice Chairperson, who must own Company stock having a value of three times their respective base salaries; and (iii) our Division Operations Officer, our General Counsel, and Mr. Dove , each of whom must own Company stock having a value of two times his or her base salary.
The Compensation Committee of the Board can designate other key officers who will be subject to the policy. Key officers must achieve such ownership within eight years from their appointment to the applicable office. Until an individual complies with the stock ownership guidelines, as outlined above, the individual is required to retain (i) any shares owned or purchased by the individual, including stock purchased through the Company's stock purchase plan or any deferred compensation or 401(k) plan, but excluding any stock purchased on the open market, and (ii) any net shares that remain following the payment of exercise prices and tax obligations related to the exercise of stock options and the payment of tax obligations following the vesting of restricted stock unit and restricted stock grants until the guidelines are satisfied (collectively, the "Covered Shares").
Pledged and hedged shares are excluded from the calculation of the director and officer retention amounts. Vested and unvested stock options are not included in the calculation of the guidelines prior to exercise, and, after exercise, only those retained shares that represent net profit shares (shares after payment of the exercise price and all taxes) are
16
included. Key officers must retain at least 50% of Covered Shares for two years after the date the Covered Shares are earned. All of our directors and officers are currently in compliance with the Stock Ownership and Retention Policy.
COMMUNICATIONS WITH DIRECTORS BY STOCKHOLDERS AND OTHER INTERESTED PARTIES
Stockholders and other interested parties may communicate directly with any member or committee of the Board by writing to: Knight-Swift Transportation Holdings Inc. Board of Directors, c/o Secretary, 2002 West Wahalla Lane , Phoenix, Arizona 85027. Please specify to whom your letter should be directed. Our Secretary will review all such correspondence and regularly forward to the Board a summary and copies of all such correspondence that, in his or her opinion, deals with the functions of the Board or its committees or that he or she otherwise determines requires the attention of any member, group, or committee of the Board. Board members may at any time review a log of all correspondence received by us that is addressed to Board members and request copies of any such correspondence. Our Board communicates regularly with stockholders regarding areas of interest or concern.
NOMINATION OF DIRECTOR CANDIDATES
The Company prefers a mix of backgrounds, skills, perspectives, gender, race, ethnicity, culture, and nationality, as well as a broad range of experience from a variety of industries among its members, and the Board has continued to emphasize diversity in our recent Board refreshment processes. The Board does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes, and experiences, taken as a whole, will contribute to the high standards of Board service to the Company; however, if the Nominating and Corporate Governance Committee identifies an area in which the Board may benefit from greater representation, it will emphasize such area in its candidate search. The effectiveness of this approach is evidenced by the directors' participation in insightful and robust, yet mutually respectful, deliberation that occurs at Board and committee meetings. Five of our twelve continuing directors are diverse, and three of our four most recent additions to our Board have resulted from the Nominating and Corporate Governance Committee's emphasis on diversity when considering candidates, which has resulted in additional female and ethnically/racially diverse representation.
Upon identifying and selecting qualified director nominee candidates, the Nominating and Corporate Governance Committee then submits its director nominee selections to our full Board for consideration. We historically have not paid a fee to any third party to identify or evaluate or assist in identifying or evaluating potential nominees, but may consider doing so in the future.
The Board is responsible for recommending director candidates for election by the stockholders and for appointing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Nominating and Corporate Governance Committee , which identifies, evaluates, and recruits qualified director candidates and recommends them to the Board. The Nominating and Corporate Governance Committee considers potential candidates for director, who may come to the attention of the Nominating and Corporate Governance Committee through current directors, management, professional search firms, stockholders, or other persons. The Nominating and Corporate Governance Committee considers and evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a Board member, management, search firm, or other sources.
Our by-laws provide for "proxy access," which provides a means for our stockholders who have retained and hold a sufficient ownership position in the Company to include stockholder-nominated director candidates in our proxy materials for annual meetings of stockholders. The proxy access provision in our by-laws allows any stockholder (or group of up to 20 stockholders) that has continuously owned at least 3% or more of the Company's issued and outstanding common stock, for three years preceding the date of submission of the qualified nomination notice (and continues to own at least
17
such amount through the date of the annual meeting), to nominate candidates for election to the Board and require the Company to list such nominees in the Company's proxy materials for its annual meeting of stockholders, subject to certain procedural and information requirements. Our by-laws also provide procedures for nominations of persons for election to our Board by stockholders who comply with certain timely notice and form procedures set forth therein. Proxy access nominations must meet all requirements set forth in our by-laws and include the additional information required by Rule 14a-19(b) under the Exchange Act.
Compensation Committee Interlocks and Insider Participation
Mses. Roberts Shank and Munro and Mr. Synowicki served on the Compensation Committee during 2024. None of the members of the Compensation Committee have been, or are, one of our officers or employees. In 2024, 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.
During 2024, 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, an executive officer of which served as a member of our Board or Compensation Committee.
Relationships and Related Party Transactions
Our Audit Committee has established written policies and procedures relating to the review and approval or ratification of any transaction, or any proposed transaction, in which we were or are to be a participant and the amount involved exceeds $120,000 , and in which any "related person" (as that term is defined in Instruction 1 to Item 404(a) of SEC Regulation S-K) had or will have a direct or indirect material interest, referred to as an "interested transaction."
Upon review of the material facts of all interested transactions, the Audit Committee will either approve, ratify, or disapprove the interested transactions, subject to certain exceptions, by taking into account, among other factors it deems appropriate, whether the terms are arm's length and the extent of the related person's interest in the transaction. No director may participate in any discussion or approval of an interested transaction for which he or she, or his or her relative, is a related party. If an interested transaction will be ongoing, the Audit Committee may establish guidelines for our management to follow in its ongoing dealings with the related party and then at least annually must review and assess ongoing relationships with the related party. Compensation of executive officers, which may involve an "interested transaction," is reviewed and approved by the Compensation Committee.
Certain members of our officers' families are employed or engaged on the same terms and conditions as non-related employees and consultants, several of whom are considered related persons due to their familial relationship with one or more of Kevin Knight (our Executive Chairman), Gary Knight (our Vice Chairman), and David Jackson (our former President and CEO). These related persons were Larry Knight and Keith Knight (brothers of Kevin Knight ), Glen Thomas (brother-in-law of former President and CEO, David Jackson ), and Tyson Hintz (son-in-law of Kevin Knight ). The aggregate total compensation paid to these individuals for their employment or consulting services in 2024 was $1,596,640 . This amount includes any equity awards granted to such individuals in 2024, valued as of the grant date in accordance with FASB ASC Topic 718, cash vehicle allowances, or use of company vehicles. Based on the fact that these individuals are employed or engaged on the same terms and conditions as non-related employees or consultants, the Audit Committee approved these transactions.
18
|
Proposal One
Election of Directors
The Company's by-laws provide that the number of directors shall not be less than three, with the exact number to be fixed by the Board. Directors are currently elected annually.
Directors are elected by a majority of votes cast with respect to each director, provided that the number of nominees does not exceed the number of directors to be elected, in which case the directors will be elected by the vote of a plurality of the shares represented in person or by proxy at any stockholder meeting.
The stockholders of the Company elect at the annual meeting successors for directors whose terms have expired. The Board appoints members to fill new membership positions and vacancies in unexpired terms on the Board.
Our Board has nominated Messrs.
There are no arrangements or understandings between any of the director nominees and any other person pursuant to which any of such director nominees were selected as a nominee. If any director nominee becomes unavailable for election, which is not anticipated, the named proxies will vote for the election of such other person as the Board may nominate, unless the Board resolves to reduce the number of directors to serve on the Board and thereby reduce the number of directors to be elected at the Annual Meeting.
|
12 Director Nominees
Ms.
Mr.
Mr.
Mr.
Mr.
Mr.
Mr.
Mr.
Ms.
Ms.
Ms.
Mr.
|
||||||||||
|
The Board of Directors unanimously recommends a voteFOReach of the director nominees listed herein.
|
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19
Nominees for Director
If elected at the Annual Meeting, the term of each director expires at the 2026 Annual Meeting of Stockholders.
|
AMY
BOERGER
|
The Board believes
|
|||||||
|
Age: 62 | Director Since 2023 | Independent: Yes
Committees: Audit, Nominating and Corporate Governance
Other Current Company Boards:
|
||||||||
|
DOUGLAS
COL
|
The Board believes
|
|||||||
|
Age: 60 | Director Since 2025 | Independent: Yes
Committees: Finance, Nominating and Corporate Governance
Other Current Company Boards:
|
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20
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REID
DOVE
|
The Board believes
|
|||||||
|
Age: 53 | Director Since 2021 | Independent: No
Committee: None
Other Current Company Boards:
|
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|
MICHAEL
GARNREITER
|
The experience acquired through
|
|||||||
|
Age: 73 | Director Since 2003 | Independent: Yes
Committees: Audit (Chair), Finance
Other Current Company Boards:
|
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21
|
LOUIS
HOBSON
|
The Board believes
|
|||||||
|
Age: 44 | Director Since 2021 | Independent: Yes
Committees: Audit, Nominating and Corporate Governance, Finance
Other Current Company Boards:
|
||||||||
|
GARY
KNIGHT
|
The selection of
|
|||||||
| Age 73 | Director Since 2004 | Independent: No Committee: Executive Other Current Company Boards: None |
||||||||
22
|
KEVIN
KNIGHT
|
The selection of
|
|||||||
| Age 68 | Director Since 1999 | Independent: No Committees: Executive (Chair) Other Current Company Boards: None |
||||||||
|
ADAM
MILLER
|
The selection of
|
|||||||
| Age 44 | Director Since 2024 | Independent: No Committee: None Other Current Company Boards: None |
||||||||
23
|
KATHRYN
MUNRO
|
The Board, upon the recommendation of the
From her distinguished career in commercial banking,
|
|||||||
| Age 76 | Director Since 2005 | Independent: Yes Committees: Compensation, Nominating and Corporate Governance, Executive Other Current Company Boards: None |
||||||||
|
JESSICA
POWELL
|
The Board believes
|
|||||||
| Age 44 | Director Since 2023 | Independent: Yes Committees: Audit, Nominating and Corporate Governance Other Current Company Boards: None |
||||||||
24
|
ROBERTA
ROBERTS SHANK
|
The Board values
|
|||||||
| Age 58 | Director Since 2016 | Independent: Yes Committees: Audit, Compensation (Chair) Other Current Company Boards: |
||||||||
|
DAVID
VANDER PLOEG
|
|
|||||||
| Age 66 | Director Since 2009 | Independent: Yes Committee: Audit, Nominating and Corporate Governance (Chair), Executive Other Current Company Boards: None |
||||||||
25
Director Compensation
We pay only non-employee directors for their services as directors. Directors who are also officers or employees of the Company are not eligible to receive any of the compensation described below. For 2024, non-employee directors were eligible for the following compensation:
|
Member
|
Cash Retainer for Lead Independent Director/Committee Chair Cash Retainer
|
|||||||||||||||||||
| Compensation Element | ||||||||||||||||||||
|
Board Service
Cash Retainer1
|
$ | 90,000 | $ | 25,000 | ||||||||||||||||
|
Equity Award
Annual Equity Grant1
|
$ | 130,000 | $ | - | ||||||||||||||||
| Committee Service Cash Retainer |
||||||||||||||||||||
| Audit | $ | 10,000 | $ | 15,000 | ||||||||||||||||
| Compensation | $ | 7,500 | $ | 12,500 | ||||||||||||||||
| Nominating and Corporate Governance | $ | 6,000 | $ | 10,000 | ||||||||||||||||
| Finance | $ | 5,000 | $ | 6,000 | ||||||||||||||||
| Executive | - | - | ||||||||||||||||||
| Meeting Fees | None | |||||||||||||||||||
1 Our non-employee directors receive a base retainer of $220,000 , with a minimum of $130,000 in the form of an annual equity grant. Non-employee directors may elect to receive up to the entire $220,000 retainer in the form of equity.
No additional retainers are paid to the members or the Chairperson of the Executive Committee. No other fees are paid for attendance at Board or committee meetings, except for reimbursement of expenses to attend Board and committee meetings.
The following table provides information for the fiscal year ended December 31, 2024 , regarding all plan and non-plan compensation awarded to, earned by, or paid to, each non-employee who served as a director during 2024.
|
Director1
|
Fees Earned or Paid in Cash
|
Stock Awards
Cash Value2
|
All Other Compensation
|
Total
|
||||||||||||||||||||||
| $ | 106,000 | $ | 129,984 | $ | - | $ | 235,984 | |||||||||||||||||||
|
|
90,000 | 149,974 | - | 239,974 | ||||||||||||||||||||||
| 91,000 | 149,974 | - | 240,974 | |||||||||||||||||||||||
| 63,500 | 169,964 | - | 233,464 | |||||||||||||||||||||||
| 106,000 | 129,984 | - | 235,984 | |||||||||||||||||||||||
| 22,500 | 219,988 | - | 242,488 | |||||||||||||||||||||||
|
|
109,500 | 129,984 | - | 239,484 | ||||||||||||||||||||||
| 135,000 | 129,984 | - | 264,984 | |||||||||||||||||||||||
1Mr. Col began serving as a director in 2025.
2The amounts shown reflect the aggregate grant date fair value of stock awards granted to non-employee directors during 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). The grant date fair value for common stock was measured based on the closing price of our common stock on the date of grant (the date of our 2024 Annual Meeting).
3Mr. Synowicki is not standing for reelection at the Annual Meeting.
26
Management
Below are the names, ages, and positions of our current executive officers and significant employees, as of the date hereof. Biographies for our executive officers and significant employees are also provided below, except for Reid Dove , Gary Knight , Kevin Knight , and Adam Miller , whose biographies are given under "Nominees for Director."
|
GENERAL COUNSEL AND SECRETARY
|
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|
EXECUTIVE VICE PRESIDENT OF SWIFT DEDICATED FLEET SERVICES
|
||||||||
|
CHIEF OPERATING OFFICER OF SWIFT
|
||||||||
27
|
EXECUTIVE VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER
|
||||||||
|
PRESIDENT OF
|
||||||||
|
CHIEF FINANCIAL OFFICER
|
||||||||
|
CHIEF FINANCIAL OFFICER OF AAA COOPER TRANSPORTATION
|
||||||||
28
|
EXECUTIVE VICE PRESIDENT OF OPERATIONS OF KNIGHT
|
||||||||
|
SENIOR VICE PRESIDENT AND CHIEF HUMAN RESOURCE OFFICER OF SWIFT
|
||||||||
|
Wilbu"Charlie" Prickett III, 60
CHIEF EXECUTIVE OFFICER OF AAA COOPER TRANSPORTATION
|
||||||||
|
EXECUTIVE VICE PRESIDENT OF SALES AND ACCOUNT MANAGEMENT OF KNIGHT
|
||||||||
29
|
CHIEF FINANCIAL OFFICER OF
|
||||||||
|
TREASURER OF
|
||||||||
|
SENIOR VICE PRESIDENT OF LOGISTICS OPERATIONS
|
||||||||
|
SENIOR VICE PRESIDENT EQUIPMENT AND GOVERNMENT RELATIONS
|
||||||||
30
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on its review and discussions with management, the Compensation Committee recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be included in this proxy statement and in the Company's Annual Report to Stockholders for the fiscal year ended December 31, 2024 .
This report is submitted by the Compensation Committee.
The foregoing Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference to any Company filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except to the extent the Company specifically incorporates this report.
31
Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
2024 Company Financial Highlights
OPERATING PERFORMANCE
|
Total revenue
|
Revenue, excluding fuel surcharge revenue
|
96.7%
Operating ratio
|
94.7%
Adjusted operating ratio1
|
|||||||||||||||||
CAPITAL DEPLOYMENT
|
Operating cash flows
|
Free cash flow1
|
Lease liability paydowns
|
Dividends paid
|
|||||||||||||||||
Our 2024 compensation plan was based on a conservative pay policy with executive officer pay targeted to the market median and was designed to appropriately award our executive officers for these results and the stockholder value they created by directly linking pay and performance. The goals of our 2024 compensation program were to:
•motivate pursuit of our business initiatives, prioritizing both growth and return, with an emphasis on consolidated operating income and revenue growth to reward continued focus on growth of our diversified businesses while focusing on cost controls;
•incentivize executives to continue to operate with industry-leading efficiency, with a total stockholder retu("TSR") modifier to provide incremental value creation relative to peers;
•reinforce long-term value creation and encourage sustained earnings growth, which was accomplished through performance-based cash and equity awards, including the use of Adjusted EPS CAGR in our performance-based long-term incentives; and
•retain an executive team that we were confident would continue to be the best team in the industry in maximizing stockholder value.
Our 2025 compensation design has a similar structure because the Compensation Committee believes the plan design:
•is competitive with our peer group and primary competitors for talent, as we target overall compensation at the market median for our executives as a group, while allowing for exceptions based on experience and individual responsibilities and performance;
•incentivizes diversification of revenue streams and profitable growth of our business, while emphasizing stringent cost controls and operating efficiencies;
32
•attracts and retains our talented executives that have produced industry-leading results, which encourages a smooth transition of leadership, such as the transition of leadership from David Jackson to Adam Miller as CEO of the Company in 2024;
•provides stability through conservative but competitive base salary, which ensures reasonable base pay if targets are not met, mitigating the need for excessive risk-taking;
•aligns our executives' interests with our corporate strategies, our business objectives, and the long-term interests of our stockholders, with 60% of our long-term incentives comprised of performance-based awards;
•reinforces long-term value creation, our goal of out-performing our peers, and strong pay-for-performance alignment; and
•enhances our executives' focus on and incentive to take actions designed to increase our stock price and maximize stockholder value over time, without undue risk.
2025 Compensation Plan Highlights
|
ü
|
Conservative pay policy with named executive officer and director pay targeted to the market median | ||||
|
ü
|
Peer group designed to reflect companies we compete with for business and talent | ||||
|
ü
|
Direct link between pay and performance that emphasizes our business objectives and drives stockholder value creation, including emphasis on our strategic goals of improving profitability of |
||||
|
ü
|
Appropriate balance between short- and long-term compensation that appropriately focuses on both growth and retuwhile discouraging short-term risk taking at the expense of long-term results | ||||
|
ü
|
Cap on short-term cash incentive to curtail behavior focused on short-term gain | ||||
|
ü
|
Independent compensation consultant retained by the Compensation Committee to advise on executive compensation matters | ||||
|
ü
|
Independent Compensation Committee | ||||
|
ü
|
Clawback policy | ||||
|
ü
|
Anti-Pledging and Hedging Policy limiting the pledging and hedging of the Company's securities by executives and Board members with no hardship exemption | ||||
|
ü
|
Vesting periods of less than twelve months prohibited for most awards under our Omnibus Plan | ||||
|
ü
|
No re-pricing or back-dating of stock options | ||||
|
ü
|
No dividends paid on unvested stock awards | ||||
|
ü
|
Robust key officer stock ownership and retention guidelines | ||||
|
ü
|
Omnibus Plan requires double trigger vesting upon change of control | ||||
|
ü
|
No tax gross-up payments | ||||
2024 Compensation
The following graphs illustrate the allocation of primary compensation elements for our CEO and our other named executive officers in 2024 who were serving at year-end. At-risk compensation represents (i) target cash bonuses under our 2024 annual cash bonus plan, plus (ii) the value of performance-based restricted stock units, calculated by multiplying the number of shares subject to such awards by the grant date fair value computed in accordance with FASB ASC Topic 718, plus (iii) the value of time-vested restricted stock units, calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on the grant date. We consider time-vested restricted stock units to be at-risk, given changes in stock price over the three-year vesting period combined with the required employment provisions. See "Summary Compensation Table", "Grants of Plan-Based Awards Table", and the footnotes thereto for additional detail.
33
NAMED EXECUTIVE OFFICERS FOR 2024
The following individuals were our named executive officers for 2024:
|
|
Position
|
|||||||
|
|
CEO1
|
|||||||
|
|
Chief Financial Officer
|
|||||||
|
|
Executive Chairman
|
|||||||
|
|
Vice Chairman
|
|||||||
| General Counsel and Secretary | ||||||||
|
Former President and CEO1
|
||||||||
1 In February 2024 , Mr. Miller was promoted to CEO, and Mr. Jackson stepped down as President and CEO.
OVERVIEW AND PHILOSOPHY OF COMPENSATION
Our Compensation Committee is responsible for:
•reviewing and approving corporate goals and objectives relevant to the compensation of our CEO;
•evaluating the performance of our CEO in light of those goals and objectives; and
•determining and approving the compensation level of our CEO based upon that evaluation.
The Compensation Committee is also responsible for reviewing annually the compensation of our other executive officers and determining whether that compensation is reasonable under existing circumstances. In making these determinations, the Compensation Committee seeks to ensure that the compensation of our executive officers aligns their interests with the interests of our stockholders and the Company. The Compensation Committee reviews and approves all forms of incentive compensation granted to our executive officers, including cash bonuses, stock option grants, stock grants, restricted stock unit ("RSU") grants, performance-based restricted stock unit ("PRSU") grants, and other forms of incentive compensation.
The compensation of our CEO and Mr. Kevin Knight reflects the importance of their coordinated approach to overall leadership and their joint success in creating long-term value for our stockholders. We align their compensation to motivate and reward continued collaboration and transition. The Compensation Committee has identified the need to compensate Mr. Kevin Knight for his valuable strategic oversight, particularly as the Company further diversifies its revenue streams and service offerings and continues to augment and develop its executive team resources. Mr. Kevin Knight's base salary has not increased since 2018, and was voluntarily decreased in 2022.
34
The Compensation Committee considers the advice and recommendations of Pearl Meyer , an independent compensation consultant retained directly by the Compensation Committee. Pearl Meyer provides analysis and recommendations regarding market pay data and competitive-position benchmarking, peer group development, performance measures and goals, program structure, incentive and equity plan design, and the regulatory environment and Company policies as they relate to executive compensation. Pearl Meyer also reviews compensation goals and priorities with our CEO, our Executive Chairman, and our CFO as part of providing advice and recommendations for the Compensation Committee. Pearl Meyer reviewed our 2024 compensation plan design and performed benchmarking analysis, and found that our overall total direct compensation for our named executive officers as a group was at the competitive median. See "Benchmarking Compensation" for additional information.
The Compensation Committee also considers the results of our annual advisory vote, which has historically indicated strong support for the compensation of our named executive officers. Most recently, 98.3% of votes cast on the advisory vote at the 2024 Annual Meeting voted in favor of our executive compensation program. We also encourage our stockholders to provide feedback directly to the Board and the Compensation Committee on our executive compensation program. The Compensation Committee considers the results of the most recent advisory vote on executive compensation, the history of strong stockholder support in previous advisory votes on executive compensation, and any feedback from stockholders while reviewing our executive compensation program, and the Compensation Committee will continue to consider the results of advisory votes and stockholder feedback on executive compensation when making future compensation decisions.
ELEMENTS OF 2024 EXECUTIVE COMPENSATION
Our compensation program for 2024 includes the following components:
|
Element
|
Form
|
Time Horizon
|
Primary Objectives and Link to
|
|||||||||||||||||
|
Base Salary
|
Cash
|
Annual
|
Attract and retain our named executive officers with fixed cash compensation to provide stability that allows our named executive officers to focus their attention on business objectives and ensures reasonable base pay if targets are not met to discourage excessive risk-taking
|
|||||||||||||||||
|
Annual Cash Bonus
|
Cash
|
Annual
|
Focus and motivate our named executive officers to achieve annual corporate financial and strategic goals with opportunity for upside based on exceptional performance, but with payout capped to curtail behavior focused on short-term gain | |||||||||||||||||
|
Performance-Based Long-Term Incentives
|
PRSUs
|
Three-year performance period
|
Focus and motivate our named executive officers to achieve long-term corporate financial and operating goals and superior stockholder returns relative to our peer group
Total stockholder retumodifier provides direct focus on incremental value creation and relative performance metrics reinforce our objective of out-performing our peers
New awards are granted annually to mitigate the risk of focusing on one specific time period
Three-year vesting and performance periods align with market best practice, encourage retention, and reinforce long-term value creation
PRSUs comprise 60% of our long-term incentives
|
|||||||||||||||||
|
Time-Based Long-Term Incentives
|
RSUs
|
Ratable three-year vesting
|
Encourage retention of our named executive officers and promote stability among senior management as we transition to the next generation of leadership
Time-vested RSUs comprise 40% of our long-term incentives
|
|||||||||||||||||
|
Other Compensation
|
Other Benefits
|
N/A
|
Limited personal benefits such as 401(k) and vehicle allowance |
|||||||||||||||||
Each element of compensation for 2024 is discussed below.
35
BASE SALARY
At December 31, 2024 , our named executive officers' base salaries were as follows:
|
|
Base Salary | |||||||
|
|
||||||||
|
|
||||||||
|
|
||||||||
|
|
||||||||
|
|
||||||||
1 In February 2024 , Mr. Miller was promoted to CEO, Mr. Jackson stepped down as President and CEO, and Mr. Hess was promoted to CFO. In connection with Messrs. Miller's and Hess' promotions, effective in March 2024 , Mr. Miller's base salary was increased from $825,000 to $900,000 and Mr. Hess's base salary was increased from $300,000 to $425,000 .
2 In November 2024 , the Compensation Committee approved the following increases to Messrs. Miller's, Hess's, and Carlson's base salaries: $900,000 to $950,000 , $425,000 to $500,000 , and $525,000 to $560,000 , respectively.
ANNUAL CASH BONUS
In February 2024 , the Compensation Committee approved our cash bonus plan for 2024 (the "2024 Cash Bonus Plan") pursuant to our Second Amended and Restated 2014 Omnibus Incentive Plan (the "Omnibus Plan"). Under the 2024 Cash Bonus Plan, certain of our employees, including our named executive officers, were eligible to eaincremental cash bonuses upon satisfaction of 2024 performance targets related to adjusted operating income growth, consolidated revenue growth excluding Trucking and LTL fuel surcharge, and strategic objectives related to improving the profitability of U.S. Xpress and expanding the LTL terminal network. The Compensation Committee believes including consolidated revenue growth in both the short-term and long-term performance incentive metrics reinforces our continued emphasis on revenue growth and rewards continued focus on diversification of revenue streams. Further, by allowing the adjusted operating income growth and consolidated revenue growth targets to be considered individually, rather than linked, under the 2024 Cash Bonus Plan, the Compensation Committee sought to reduce the risk of extreme fluctuations under the short-term incentive plan, and the addition of strategic goals affords the Compensation Committee additional flexibility to reward executives for outstanding performance outside of financial metrics. In addition, payout under the 2024 Cash Bonus Plan could be adjusted between -10% and +10% based on the Company's scores provided by several ESG rating indices, including but not limited to MSCI , Sustainalytics, CDP, EcoVadis , and S&P Global .
The Compensation Committee established a target bonus potential, expressed as a percentage of year-end annualized base salary, for each of our named executive officers in 2024:
|
|
Target Bonus Potential | |||||||
|
|
110% | |||||||
|
|
75% | |||||||
|
|
100% | |||||||
|
|
75% | |||||||
| 75% | ||||||||
With input from Pearl Meyer , the 2024 performance targets were reviewed and approved by the Compensation Committee.
2024 CASH BONUS PAYOUT AND PERFORMANCE TARGET RANGE
The payout ranges and related 2024 performance targets under the 2024 Cash Bonus Plan are summarized below:
|
Adjusted Operating Income Growth (weighted at 40% of total 2024 Cash Bonus Plan payout)1
|
||||||||
|
Growth Percentage
|
Payout % of Target
|
|||||||
|
<0.0%
|
0%
|
|||||||
|
>0.0% - 10.0%
|
40%
|
|||||||
|
>10.0% - 20.0%
|
80%
|
|||||||
|
>20.0% - 30.0%
|
120%
|
|||||||
|
>30.0% - 40.0%
|
160%
|
|||||||
|
>40.0%
|
200%
|
|||||||
1 Adjusted operating income is defined as consolidated total revenue, net of consolidated fuel surcharge, less consolidated total adjusted operating expenses, net of consolidated fuel surcharge. Adjusted operating income growth is calculated by taking 2024 adjusted operating income less 2023 adjusted operating income, divided by 2023 adjusted operating income. Adjusted operating income targets could be adjusted by the Compensation Committee to omit the effects of extraordinary items, acquisitions or dispositions, unusual, one-time or non-recurring items, amortization of intangibles, cumulative effects of changes in accounting principles, and similar items or transactions.
36
|
Consolidated Revenue Growth (weighted at 30% of total 2024 Cash Bonus Plan payout)2
|
||||||||
|
Growth Percentage
|
Payout % of Target
|
|||||||
|
<4.0%
|
0%
|
|||||||
|
>4.0% - 6.0%
|
40%
|
|||||||
|
>6.0% - 8.0%
|
80%
|
|||||||
|
>8.0% - 10.0%
|
120%
|
|||||||
|
>10.0% - 12.0%
|
160%
|
|||||||
|
>12.0%
|
200%
|
|||||||
2 Consolidated revenue growth is calculated by taking the total of 2024 consolidated revenue less 2024 trucking and LTL fuel surcharge, less 2023 consolidated revenue less 2023 trucking and LTL fuel surcharge, divided by 2023 consolidated revenue less 2023 trucking and LTL fuel surcharge. Trucking and LTL fuel surcharge is calculated as the sum of the applicable amount across each of our Truckload and LTL operating segments. Consolidated revenue growth targets could be adjusted by the Compensation Committee to omit the effects of extraordinary items, acquisitions or dispositions, unusual, one-time or non-recurring items, amortization of intangibles, cumulative effects of changes in accounting principles, and similar items or transactions.
The Compensation Committee set strategic objectives for 2024, weighted at 30% of the total 2024 Cash Bonus Plan payout (the "Strategic Objectives"). The Strategic Objectives consist of (1) improving the profitability of U.S. Xpress and (2) expanding the terminal network within our LTL business organically and/or through mergers and acquisitions. The Compensation Committee has discretion to award the 2024 Cash Bonus Plan payouts based on the Compensation Committee's assessment of management's performance towards achieving the Strategic Objectives.
The Compensation Committee viewed the 2024 performance targets as reflecting a mix of financial and strategic goals that maintained significant emphasis on the Company's overall financial performance while prioritizing strategic goals integral to the Company's future success. The Compensation Committee viewed the financial goals as demonstrating a range of performance that was challenging yet reasonable, with the upper end of the range reflecting a significant accomplishment. Each year, the Compensation Committee reviews and adjusts one or more of the performance targets to set goals that are achievable yet uncertain, and that the Compensation Committee believes will motivate our senior management team to continue to improve operating performance and create value for our stockholders.
In February 2025 , the Compensation Committee assessed performance under the 2024 Cash Bonus Plan and determined that the adjusted operating income growth target was not met; consolidated revenue growth was 4.8%; and, in light of the improvement in profitability at U.S. Xpress since the close of the acquisition compared to the change in profitability at similar public Truckload peers over the same period, as well as the increase in LTL door count resulting from the acquisition of the LTL division of DHE and organic facility growth, both Strategic Objectives were met at the 200% level. Based on the Company's ratings by certain ESG agencies, the ESG modifier was applied at +10%, resulting in the following payouts to our named executive officers after the release of our Form 10-K for the year ended December 31, 2024 :
|
|
Payout
|
% of Target
|
|||||||||
|
|
|
79.2
|
|||||||||
|
|
|
79.2
|
|||||||||
|
|
|
79.2
|
|||||||||
|
|
|
79.2
|
|||||||||
|
|
|
79.2
|
|||||||||
LONG-TERM INCENTIVES
In March 2024 , in connection with his appointment as CFO, the Compensation Committee approved a grant of 5,130 time-vested RSUs and 7,695 PRSUs to Mr. Hess . The RSUs vest as follows: (i) 33% on January 31, 2025 , (ii) 33% on January 31, 2026 , and (iii) 34% on January 31, 2027 . The PRSUs vest based on certain Company and relative performance goals for a performance period ending December 31, 2026 , as described under the heading "Executive Compensation - 2023 PRSU Payout and Performance Range " in our proxy statement relating to our 2024 Annual Meeting.
In November 2024 , the Compensation Committee approved the following grants of PRSUs and RSUs to the named executive officers under the Omnibus Plan:
| Target Performance-Based Long-Term Incentives (60% of Grant) | Target Time-Based Long-Term Incentives (40% of Grant) |
Total Target Long-Term Incentives (in Dollars)1
|
||||||||||||||||||||||||||||||
|
|
No. of PRSUs |
Target
(in Dollars)1
|
No. of RSUs |
Target
(in Dollars)1
|
||||||||||||||||||||||||||||
|
|
30,322 | 20,215 | ||||||||||||||||||||||||||||||
|
|
8,590 | 5,727 | ||||||||||||||||||||||||||||||
|
|
27,291 | 18,194 | ||||||||||||||||||||||||||||||
|
|
8,085 | 5,390 | ||||||||||||||||||||||||||||||
| 8,085 | 5,390 | |||||||||||||||||||||||||||||||
37
1The number of PRSUs and RSUs granted was determined by taking the applicable target (in dollars) divided by the closing price of our common stock on the last trading day preceding the grant date ($59.36 ). Please refer to the Summary Compensation Table and the Grants of Plan Based Awards table below for details regarding the fair value of these awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718").
The PRSUs have a three-year performance period commencing January 1, 2025 , and ending December 31, 2027 . The performance targets for one-third of the PRSUs relate to attaining defined targets, where one-half relate to the compound annual growth rate in adjusted earnings per share ("Adjusted EPS CAGR") and the other one-half relate to compound annual growth rate in consolidated revenue (excluding truckload and LTL fuel surcharge) CAGR (the "Company Performance PRSUs"). The Compensation Committee believes that the Adjusted EPS CAGR goal creates a focus on sustained growth, and that the use of consolidated revenue CAGR emphasizes our continued focus on diversification of revenue streams, particularly with the Company's entry into the LTL market in 2021 and subsequent focus on expansion of our LTL network.
The performance targets for the other two-thirds of the PRSUs relate to relative performance targets, where one-half relate to the ranking of the Company's total revenue growth and the other one-half relate to the Company's retuon net tangible assets compared to a relative peer group of public truckload carriers selected by the Compensation Committee (the "Relative Performance PRSUs"). The peer group for the Relative Performance PRSUs consists of the following public truckload carriers (collectively, the "Performance Peer Group "):
The Compensation Committee views the Performance Peer Group of truckload carriers as an appropriate peer group for the Relative Performance PRSUs given the more asset-intensive nature of the Performance Peer Group's businesses. The Compensation Committee believes the Relative Performance PRSUs reinforce the Company's objective of out-performing its peers. With input from Pearl Meyer , the PRSU performance targets were reviewed and approved by the Compensation Committee. The PRSU performance targets do not reflect any opinion or projection of management concerning Adjusted EPS CAGR, revenue, retuon net tangible assets, or other performance expectations for the performance period.
2024 PRSU PAYOUT AND PERFORMANCE RANGE
The payout range and related performance goals for the Company Performance PRSUs are summarized below:
|
Adjusted EPS CAGR
|
|||||
|
Growth Percentage
|
Payout % of Target
|
||||
|
<10.0%
|
0%
|
||||
|
>10.0% - 16.0%
|
33%
|
||||
|
>16.0% - 22.0%
|
67%
|
||||
|
>22.0% - 28.0%
|
100%
|
||||
|
>28.0% - 34.0%
|
133%
|
||||
|
>34.0% - 40.0%
|
167%
|
||||
|
>40.0%
|
200%
|
||||
|
Consolidated Revenue Growth (excluding Truckload and LTL Fuel Surcharge) CAGR
|
|||||
|
Growth Percentage
|
Payout % of Target
|
||||
|
<(4.0%)
|
0%
|
||||
|
>(4.0%) - (2.5%)
|
33%
|
||||
|
>(2.5%) - (1.0%)
|
67%
|
||||
|
>(1.0%) - 0.5%
|
100%
|
||||
|
>0.5% - 2.0%
|
133%
|
||||
|
>2.0% - 3.5%
|
167%
|
||||
|
>3.5%
|
200%
|
||||
38
The payout range and related performance goals for the Relative Performance PRSUs are summarized below.
|
Retuon Net Tangible Assets
|
|||||
|
Rank
|
Payout % of Target
|
||||
|
6
|
0%
|
||||
|
5
|
40%
|
||||
|
4
|
80%
|
||||
|
3
|
120%
|
||||
|
2
|
160%
|
||||
|
1
|
200%
|
||||
|
Total Revenue Growth
|
|||||
|
Rank
|
Payout % of Target
|
||||
|
6
|
0%
|
||||
|
5
|
40%
|
||||
|
4
|
80%
|
||||
|
3
|
120%
|
||||
|
2
|
160%
|
||||
|
1
|
200%
|
||||
The number of PRSUs earned will be increased or decreased based on our compound annual total stockholder retu("TSR") relative to the Benchmarking Peer Group (as defined below) over the performance period, as set forth below:
| Relative TSR Percentile Rank | |||||||||||||||||||||||||||||||||||||||||||||||
| <35th | >35th to 40th | >40th to 45th | >45th to 55th | >55th to 60th | >60th to 65th | >65th | |||||||||||||||||||||||||||||||||||||||||
| Award Leverage | -25% | -15% | -10% | 0% | 10% | 15% | 25% | ||||||||||||||||||||||||||||||||||||||||
The TSR for the Company and for any peer will be determined by the annual compound growth rate between the average stock price of each company in the Benchmarking Peer Group for the 60 trading days on and following the grant date, and the average stock price of each company in the Benchmarking Peer Group for the final 60 trading days of the performance period, with dividends reinvested at the closing stock price of the applicable stock on the date the dividend is declared. The Compensation Committee believes the TSR modifier provides direct focus on incremental value creation. An independent third party verifies the TSR at the end of the performance period.
The actual number of restricted shares earned pursuant to this grant of PRSUs will be determined following the conclusion of the performance period based upon actual performance relative to the performance targets, and any earned restricted shares will vest on January 31, 2028 .
The time-based RSUs vest in three installments as follows: 33% on January 31, 2026 , 33% on January 31, 2027 , and 34% on January 31, 2028 . In the decision to grant time-based equity awards, the Compensation Committee considered, among other things, the important role of RSUs in encouraging long-term retention of an executive team that is managing one of North America's largest and most diversified transportation companies in a challenging freight environment and overseeing the diversification of our service offerings to include LTL and the buildout of our LTL network, reducing our seasonality and cyclicality, densifying our truckload network, and decreasing our asset intensity.
2021 PRSU VESTING
In December 2021 , Messrs. Miller, Kevin Knight , Gary Knight , Carlson, and Jackson were granted 12,577, 15,093, 4,024, 3,773, and 17,608 PRSUs, respectively (the "2021 Target Performance PRSUs"). The 2021 Target Performance PRSUs were subject to vesting upon achievement of certain levels of Adjusted EPS CAGR and Adjusted Trucking Operating Ratio during a performance period starting on January 1, 2022 and ending on December 31, 2024 , as follows:
39
|
Consolidated Revenue Growth (excluding Truckload and LTL Fuel Surcharge) CAGR
|
|||||||||||||||||||||||
|
Adjusted EPS CAGR
|
<0.0% | >0.0%-2.0% | >2.0%-4.0% | >4.0%-6.0% | >6.0%-8.0% | >8.0% | |||||||||||||||||
| <-1.5% | 0% | 0% | 0% | 0% | 0% | 0% | |||||||||||||||||
| >-1.5 - 0.0% | 0% | 20% | 40% | 60% | 80% | 100% | |||||||||||||||||
| >0.0 - 1.5% | 0% | 40% | 60% | 80% | 100% | 120% | |||||||||||||||||
| >1.5 - 3.0% | 0% | 60% | 80% | 100% | 120% | 140% | |||||||||||||||||
| >3.0 - 4.5% | 0% | 80% | 100% | 120% | 140% | 160% | |||||||||||||||||
| >4.5 - 6.0% | 0% | 100% | 120% | 140% | 160% | 180% | |||||||||||||||||
| >6.0% | 0% | 120% | 140% | 160% | 180% | 200% | |||||||||||||||||
In December 2021 , Messrs. Miller, Kevin Knight , Gary Knight , Carlson, and Jackson were also granted 12,577, 15,093, 4,024, 3,773, and 17,608 PRSUs, respectively (the "2021 Relative Performance PRSUs"). The 2021 Relative Performance PRSUs were subject to vesting upon the Company's ranking of Retuon Net Tangible Assets and Total Revenue Growth CAGR compared to the relative performance peer group during a performance period starting on January 1, 2022 and ending on December 31, 2024 , as follows:
|
CAGR Total Revenue Growth %
|
|||||||||||||||||||||||||||||
|
Retuon Net Tangible Assets
|
8 | 7 | 6 | 5 | 4 | 3 | 2 | 1 | |||||||||||||||||||||
| 8 | 0% | 0% | 0% | 0% | 10% | 20% | 35% | 50% | |||||||||||||||||||||
| 7 | 0% | 0% | 0% | 10% | 20% | 30% | 45% | 60% | |||||||||||||||||||||
| 6 | 0% | 0% | 0% | 25% | 35% | 50% | 60% | 75% | |||||||||||||||||||||
| 5 | 0% | 25% | 35% | 45% | 55% | 70% | 85% | 100% | |||||||||||||||||||||
| 4 | 25% | 40% | 55% | 70% | 85% | 100% | 110% | 125% | |||||||||||||||||||||
| 3 | 40% | 55% | 70% | 85% | 100% | 115% | 130% | 150% | |||||||||||||||||||||
| 2 | 60% | 70% | 80% | 100% | 115% | 130% | 150% | 175% | |||||||||||||||||||||
| 1 | 75% | 85% | 95% | 110% | 125% | 150% | 175% | 200% | |||||||||||||||||||||
The number of 2021 Target Performance PRSUs and 2021 Relative Performance PRSUs earned would be increased or decreased based on our compound annual TSR relative to the Benchmarking Peer Group (as defined below) over the performance period, as set forth below:
| Relative TSR Percentile Rank | |||||||||||||||||||||||||||||||||||||||||||||||
| <40th | 40th to 45th | >45th to 50th | >50th to 60th | >60th to 65th | >65th to 75th | >75th | |||||||||||||||||||||||||||||||||||||||||
| Award Leverage | -25% | -15% | -10% | 0% | 10% | 15% | 25% | ||||||||||||||||||||||||||||||||||||||||
With respect to the 2021 Target Performance PRSUs, the Compensation Committee determined that (i) the Adjusted EPS CAGR was (39.2)%, (ii) the Consolidated Revenue Growth (excluding Truckload and LTL Fuel Surcharge) CAGR was 6.13%, and (iii) the Company's TSR was (1.88)%, positioning the Company below the 40th percentile of the peer group, as verified by an independent third party. Accordingly, none of the 2021 Target Performance PRSUs vested.
With respect to the 2021 Relative Performance PRSUs, on January 31, 2025 , the 2021 Relative Performance PRSUs vested, giving Messrs. Miller, Kevin Knight , Gary Knight , and Carlson the right to receive shares of our common stock at the performance level determined by the Compensation Committee. In March 2025 , the Compensation Committee determined that (i) the Company's Retuon Net Tangible Assets ranking was second, (ii) the Company's CAGR Total Revenue Growth ranking was second, and (iii) the Company's TSR was (1.88)%, positioning the Company below the 40th percentile of the peer group, as verified by an independent third party, resulting in a TSR adjustment of 75%. Accordingly, in March 2025 , 112.5% of the 2021 Relative Performance PRSUs were issued, resulting in Messrs. Miller, Kevin Knight , Gary Knight , and Carlson receiving 14,149, 16,980, 4,527, and 4,245 shares, respectively.
COMPENSATION DECISIONS FOR 2025
In February 2025 , the Compensation Committee approved our cash bonus plan for 2025 (the "2025 Cash Bonus Plan") pursuant to our Omnibus Plan. Under the 2025 Cash Bonus Plan, certain of our employees, including our named executive officers, are eligible to eaincremental cash bonuses upon satisfaction of 2025 performance targets related to adjusted operating income growth, consolidated revenue growth, and improvement in the profitability of U.S. Xpress and our LTL business. In addition, the 2025 Cash Bonus Plan contains an ESG modifier, pursuant to which payout under the 2025 Cash Bonus Plan may be adjusted between -10% and +10% based on the Company's scores provided by several
40
ESG rating indices, including but not limited to MSCI , Sustainalytics, CDP, EcoVadis , and S&P Global . Each named executive officer's target bonus potential for 2025, expressed as a percentage of base salary, is set forth below:
|
|
Target Bonus Potential | |||||||
|
|
120% | |||||||
| 90% | ||||||||
|
|
100% | |||||||
|
|
75% | |||||||
| 75% | ||||||||
BENCHMARKING COMPENSATION
The Compensation Committee uses a peer group of companies (the "Benchmarking Peer Group ") to assess whether our compensation programs are competitive in structure and amount. Our executive compensation is not determined by any formula or ranking within the Benchmarking Peer Group . However, as previously noted, our total stockholder retucompared to the total stockholder retuof a separate but similar Performance Peer Group does affect the payout percentage and vesting under our PRSUs.
The Compensation Committee, with the advice of Pearl Meyer , considers several criteria to determine our Benchmarking Peer Group from time to time, such as whether companies (i) are in the same or similar lines of business, (ii) compete for the same customers with similar products and services, (iii) have comparable financial characteristics that investors view similarly, (iv) consider us a peer, (v) would be considered our peer by proxy advisory services, (vi) compete with us for talent, and (vii) are within a reasonable range in terms of percentile rank with the Company in key financial metrics, such as revenue, total assets, asset intensity, and market capitalization.
Our Benchmarking Peer Group for 2024 was as follows:
| Expeditor's |
||||||||
Based on publicly available data for 2024, the Company is positioned relative to the Benchmarking Peer Group as follows: at approximately the 53rd percentile in total revenue and the 67th percentile in market capitalization, and its total direct compensation for its executive officers as a group is at the competitive median. The Company's larger size relative to the peer median results is due to the fact that finding companies of comparable size with a similar business is challenging given the Company's position as one of the country's largest and most diversified freight transportation companies. During 2025, the Compensation Committee, with the assistance of Pearl Meyer , will review the Benchmarking Peer Group again for continued relevancy.
RISK CONSIDERATIONS REGARDING COMPENSATION
We believe that the structure of our executive compensation program provides an appropriate mix of cash, equity, and other compensation, with our program sufficiently weighted toward incentive compensation to appropriately link pay with performance. Each element of compensation has been designed and is administered in a manner intended to minimize potential risks to the Company:
•base salary is targeted at the competitive median (taking into account experience and individual responsibilities and performance) and designed to ensure a reasonable base pay in the event incentive targets are not met to discourage excessive risk-taking;
•our incentive compensation is comprised of 60% performance-based long-term incentives to align the interests of our executive officers and stockholders by focusing on long-term, sustained value creation, with three-year vesting consistent with market practice and supporting a long-term orientation, as well as a new long-term incentive cycle commencing annually to avoid focusing on one particular time period; and
•our short-term incentive compensation program is designed with metrics that are aligned with our operating strategy, with payout capped to discourage behavior oriented toward short-term gain.
We believe that our executive compensation program aligns the interests of named executive officers with those of the Company's stockholders. Moreover, we have determined that any risks arising from the Company's compensation policies and practices for all of its employees are not reasonably likely to have a material adverse effect on the Company.
41
STOCK OWNERSHIP AND RETENTION POLICY
Our Stock Ownership and Retention Policy requires our key officers, as designated under the policy, to meet certain minimum stock ownership requirements. Currently, our named executive officers have the following ownership requirements under the Stock Ownership and Retention Policy:
|
|
Executive Retention Amount | |||||||
| 5x Base Salary | ||||||||
| 3x Base Salary | ||||||||
| 5x Base Salary | ||||||||
| 3x Base Salary | ||||||||
| 2x Base Salary | ||||||||
Our Stock Ownership and Retention Policy also requires key officers, including our named executive officers, to retain at least 50% of certain shares for two years after the date they are earned, as more fully described under the heading "The Board of Directors and Corporate Governance-Stock Ownership and Retention Policy." All of our named executive officers are currently in compliance with the Stock Ownership and Retention Policy.
ANTI-PLEDGING AND HEDGING POLICY
Our Anti-Pledging and Hedging Policy limits the pledging and hedging of the Company's securities by executives and Board members, including our named executive officers. The Anti-Pledging and Hedging Policy permits Kevin Knight and Gary Knight to continue certain existing pledging and hedging transactions, with the number of shares subject to such transactions reduced by 50% in 2020, in accordance with the Anti-Pledging and Hedging Policy. The Anti-Pledging and Hedging Policy does not have a hardship exemption. The Anti-Pledging and Hedging Policy is more fully described under the heading "The Board of Directors and Corporate Governance - Anti-Pledging and Hedging Policy."
CLAWBACK POLICY
Pursuant to our Amended and Restated Clawback Policy (the "Clawback Policy"), adopted pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Securities Exchange Commission Rule 10D-1 (240 CFR 10D-1), and Section 303A.14 of the New York Stock Exchange , in the event of a material financial restatement, we require that an employee covered by the policy, including our named executive officers, principal accounting officer, any vice president in charge of a principal business unit, division, or function, and any officer who performs any significant policy-making function for the Company, reimburse us for any incentive-based compensation awarded or granted to or earned or vested by such employee at any time during the performance period relating to the applicable incentive-based compensation, if the board concludes, or reasonably should have concluded, or a court, regulator, or legally authorized person directs the Company to correct such material financial restatement. The amount of the reimbursement is the amount by which the incentive compensation award for the relevant period exceeded the incentive compensation award that would have been awarded, if any, had the award been determined based on the accounting restatement. The Clawback Policy has a three-year look-back period.
42
Summary Compensation Table
The following table summarizes the compensation earned by our named executive officers in the fiscal years noted.
| Year |
Salary
($)
|
Bonus ($) |
Stock
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)1
|
All Other
Compensation
($)2
|
Total
($)
|
|||||||||||||||||
|
CEO4
|
2024 | 888,173 | - |
3,063,8563
|
827,640 | 19,145 | 4,798,814 | ||||||||||||||||
| 2023 | 774,231 | - | 2,550,311 | - | 18,432 | 3,342,974 | |||||||||||||||||
| 2022 | 803,365 | - | 2,563,484 | 1,388,475 | 20,182 | 4,775,506 | |||||||||||||||||
|
CFO4
|
2024 | 409,615 | - |
1,602,3163
|
297,000 | 10,554 | 2,319,485 | ||||||||||||||||
|
Executive Chairman
|
2024 | 850,000 | - |
2,757,5743
|
673,200 | 27,510 | 4,308,284 | ||||||||||||||||
| 2023 | 850,000 | - | 2,754,326 | - | 25,860 | 3,630,186 | |||||||||||||||||
| 2022 | 936,538 | - | 2,768,676 | 1,881,000 | 237,398 | 5,823,612 | |||||||||||||||||
|
Vice Chairman
|
2024 | 450,000 | - |
816,9353
|
267,300 | 22,134 | 1,556,369 | ||||||||||||||||
| 2023 | 450,000 | - | 816,062 | - | 21,684 | 1,287,746 | |||||||||||||||||
| 2022 | 450,000 | - | 820,256 | 668,250 | 20,934 | 1,959,440 | |||||||||||||||||
|
General Counsel and Secretary
|
2024 | 529,038 |
20,0005
|
816,9353
|
332,640 | 18,566 | 1,717,179 | ||||||||||||||||
| 2023 | 525,000 | 100,000 | 816,062 | - | 19,773 | 1,460,835 | |||||||||||||||||
| 2022 | 503,365 | - | 820,256 | 675,675 | 17,510 | 2,016,806 | |||||||||||||||||
|
Former President and CEO4
|
2024 | 163,654 | - | - | - |
4,414,7846
|
4,578,438 | ||||||||||||||||
| 2023 | 868,077 | - | 3,570,388 | - | 18,985 | 4,457,450 | |||||||||||||||||
| 2022 | 925,000 | - | 3,588,933 | 1,831,500 | 19,769 | 6,365,202 | |||||||||||||||||
1The amounts represent the amount earned in such year under our short-term cash incentive plan, notwithstanding the year in which it was paid. See "Compensation Discussion and Analysis - Annual Cash Bonus" for further information.
2Refer to the All Other Compensation table for more detailed information about compensation reported in this column.
3These amounts represent the aggregate grant date fair value of the following grants: (i) 5,130 time-vested RSUs and 7,695 PRSUs granted to Mr. Hess on March 13, 2024 (the "March Grant") and (ii) 20,215, 5,727, 18,194, 5,390, and 5,390 time-vested RSUs and 30,322, 8,590, 27,291, 8,085, and 8,085 PRSUs granted to Messrs. Miller, Hess, Kevin Knight , Gary Knight , and Carlson, respectively, on November 30, 2024 (the "November Grants"). The fair value of the RSUs was computed in accordance with FASB ASC Topic 718, which was $56.13 per share for the March Grant, the closing price of our common stock on the grant date, and $59.36 per share for the November Grants, the closing price of our common stock on the last trading day preceding the grant date. The fair value of the PRSUs was computed in accordance with FASB ASC Topic 718, which was $58.01 per share for the March Grant and $61.47 per share for the November Grants. The amounts for the PRSUs reflect our accounting expense to be recognized over the vesting period of the PRSUs awarded, and do not necessarily correspond to the actual value that will be recognized by the named executive officers. The number of shares ultimately issued pursuant to the PRSUs granted in 2024 varies depending upon the satisfaction of performance conditions and stockholder retuconditions relative to our peer group identified in the grant. The $58.01 per share grant date fair value for the March Grant and the $61.47 per share grant date fair value for the November Grants reflect the probable outcome of the stockholder retuconditions pursuant to the Monte Carlo Simulation Valuation model. The stated grant date fair value for the PRSUs further assumes that the performance conditions will be achieved at the target level. Assuming both the performance conditions and stockholder retuconditions are achieved at the highest level, and using a per share grant date fair value equal to $56.13 for the March Grant (the closing price of our common stock on the grant date) and $59.36 for the November Grants (the closing price of our common stock on the last trading day preceding the grant date), the grant date fair value of the March Grant PRSUs would be $1,079,801 for Mr. Hess and the grant date fair value of the November Grants PRSUs would be $4,499,785 , $1,274,756 , $4,049,984 , $1,199,814 , and $1,199,814 for Messrs. Miller, Hess, Kevin Knight , Gary Knight , and Carlson, respectively. It would not be appropriate to use the $58.01 and $61.47 per share grant date fair values for purposes of this assumed maximum achievement of the PRSUs granted in the March Grant and the November Grants, respectively, because the $58.01 and $61.47 per share grant date fair values for the March Grant and the November Grants, respectively, already account for the probable outcome of the stockholder retuconditions under the Monte Carlo Simulation Valuation model. For additional information on the valuation assumptions with respect to the grants, refer to Note 19, Stock-based Compensation, of our consolidated financial statements as provided in our Form 10-K for the year ended December 31, 2024 , as filed with the SEC .
4In February 2024 , Mr. Miller was promoted to CEO, Mr. Hess was promoted to CFO, and Mr. Jackson stepped down as President and CEO.
43
5Represents a one-time cash bonus in recognition of Mr. Carlson's work on closing our acquisition of the operating assets of the LTL division of Dependable Highway Express, Inc. during 2024.
6Includes the following amounts payable under Mr. Jackson's Severance Agreement and Release (the "Severance Agreement"): (i) a lump-sum payment of $1,850,000 , representing 24 months of Mr. Jackson's base salary as in effect on the date of Mr. Jackson's separation from the Company, February 26, 2024 (the "Separation Date"), (ii) $1,850,000 , representing 24 months of Mr. Jackson's base salary as in effect on the Separation Date, and payable in equal installments over a period of 24 months following the Separation Date ($747,115 of this amount was paid in 2024), (iii) a lump-sum payment of $1,800,000 , representing COBRA continuation for a period of 18 months after the Separation Date, consideration for the restrictive covenants in the Severance Agreement, and an amount equal to approximately 50% of Mr. Jackson's target bonus under the 2024 Cash Bonus Plan, and (iv) $15,361 in reimbursed legal expenses in connection with Mr. Jackson's review of the Severance Agreement.
44
All Other Compensation Table
| Year |
Perquisites and Other Personal Benefits
($)1
|
Contributions to 401(k) Plan
($)2
|
Total ($) |
|||||||||||||||||||||||
| 2024 |
8,7953
|
10,350 | 19,145 | |||||||||||||||||||||||
| 2024 |
2044
|
10,350 | 10,554 | |||||||||||||||||||||||
| 2024 |
17,1605
|
10,350 | 27,510 | |||||||||||||||||||||||
| 2024 |
11,7846
|
10,350 | 22,134 | |||||||||||||||||||||||
| 2024 |
8,2167
|
10,350 | 18,566 | |||||||||||||||||||||||
| 2024 |
4,414,7848
|
- | 4,414,784 | |||||||||||||||||||||||
1This column represents the total amount of perquisites and other personal benefits provided to the named executive officer. Each perquisite and personal benefit is valued on the basis of the aggregate incremental cost to the Company.
2Represents matching 401(k) plan contributions.
3Represents vehicle allowance and a gift card for Mr. Miller .
4Represents gift card for Mr. Hess .
5Represents vehicle allowance for Mr. Kevin Knight .
6Represents vehicle allowance for Mr. Gary Knight .
7Represents vehicle allowance and a gift card for Mr. Carlson .
8Represents vehicle allowance and $4,412,476 severance for Mr. Jackson , as detailed in footnote 6 of the Summary Compensation Table.
45
Grants of Plan-Based Awards
The following table provides estimated information about non-equity and equity plan-based awards that were granted to the named executive officers in 2024.
|
|
Grant
Date
|
Award Approval Date |
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards1
|
Estimated Future
Payouts Under
Equity Incentive
Plan Awards2
|
All Other Stock
Awards: Number
of Shares of Stock or Units
(#)3
|
Grant Date Fair Value of Stock and Option
Awards
($)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
- | - | 376,200 | 1,045,000 | 2,299,000 | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | 1,251 | 30,322 | 75,805 | - |
1,863,8934
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 20,215 |
1,199,9625
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
- | - | 135,000 | 375,000 | 825,000 | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | 317 | 7,695 | 19,238 | - |
446,3876
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 5,130 |
287,9477
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | 354 | 8,590 | 21,475 | - |
528,0274
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 5,727 |
339,9555
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
- | - | 306,000 | 850,000 | 1,870,000 | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | 1,126 | 27,291 | 68,228 | - |
1,677,5784
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 18,194 |
1,079,9965
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
- | - | 121,500 | 337,500 | 742,500 | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | 334 | 8,085 | 20,213 | - |
496,9854
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 5,390 |
319,9505
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
- | - | 151,200 | 420,000 | 924,000 | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | 334 | 8,085 | 20,213 | - |
496,9854
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | 5,390 |
319,9505
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
1Represents the range of potential cash payments under the annual performance bonuses that Messrs. Miller, Hess, Kevin Knight , Gary Knight , and Carlson could have earned under the 2024 Cash Bonus Plan, as described under the heading "Compensation Discussion and Analysis - Annual Cash Bonus." For awards under the 2024 Cash Bonus Plan, (i) Messrs. Miller, Hess, Kevin Knight , Gary Knight , and Carlson had bonus potentials of 110%, 75%, 100%, 75%, and 75% of base salary as in effect at December 31, 2024 , respectively, (ii) threshold was set at 36% of the bonus potential, (iii) target was set at 100% of the bonus potential, and (iv) maximum was set at 220% of the bonus potential. Based on 2024 performance, Messrs. Miller, Hess, Kevin Knight , Gary Knight , and Carlson earned $827,640 , $297,000 , $673,200 , $267,300 , and $332,640 , respectively. This cash payment was paid on February 21, 2025 .
2These columns represent the potential shares issuable in connection with 2024 PRSUs issued on November 30, 2024 for each of Messrs. Miller, Hess, Kevin Knight , Gary Knight , and Carlson under the Omnibus Plan, for which target awards were approved by the Compensation Committee on November 5, 2024 , as described under the heading "Compensation Discussion and Analysis - Long-Term Incentives." The threshold was set at 4.125% of target and maximum was set at 250% of target. The PRSUs were granted at target and will not be earned, and the actual number of PRSUs finally earned will not be finally determined, until the expiration of the three-year performance period on December 31, 2027 . The number of shares ultimately earned will vest on January 31, 2028 , subject to certain conditions set forth in the grant agreement.
3Represents an award of RSUs under the Amended Omnibus Plan. The RSUs vest in three installments as follows: 33% on January 31, 2026 ; 33% on January 31, 2027 ; and 34% on January 31, 2028 .
4The amount disclosed represents the aggregate grant date fair value of the PRSUs granted on November 30, 2024 computed in accordance with FASB ASC Topic 718, which was $61.47 per share. These amounts reflect our accounting expense to be recognized over the vesting period of the PRSUs granted on November 30, 2024 , and do not necessarily correspond to the actual value that will be recognized by the named executive officer. The number of shares ultimately issued pursuant to the PRSUs varies depending upon the satisfaction of performance conditions and stockholder retuconditions relative to our peer group identified in the grant. The $61.47 per share grant date fair value reflects the probable outcome of the stockholder retuconditions pursuant to the Monte Carlo Simulation Valuation model. The stated grant date fair value for the PRSUs further assumes that the performance conditions will be achieved at the target level. For additional information on the valuation assumptions with respect to the grants, refer to Note 19, Stock-based Compensation, of our consolidated financial statements as provided in our Form 10-K for the year ended December 31, 2024 , as filed with the SEC .
5The grant date fair value of the RSUs was computed in accordance with FASB ASC Topic 718, which was $59.36 per share, the closing price of our common stock on the grant date. Dividends accrued on the unvested RSUs are paid in cash when and if the underlying award vests.
46
6The amount disclosed represents the aggregate grant date fair value of the PRSUs granted to Mr. Hess on March 13, 2024 computed in accordance with FASB ASC Topic 718, which was $58.01 per share. These amounts reflect our accounting expense to be recognized over the vesting period of the PRSUs granted on March 13, 2024 , and do not necessarily correspond to the actual value that will be recognized by the named executive officer. The number of shares ultimately issued pursuant to the PRSUs varies depending upon the satisfaction of performance conditions and stockholder retuconditions relative to our peer group identified in the grant. The $58.01 per share grant date fair value reflects the probable outcome of the stockholder retuconditions pursuant to the Monte Carlo Simulation Valuation model. The stated grant date fair value for the PRSUs further assumes that the performance conditions will be achieved at the target level. For additional information on the valuation assumptions with respect to the grants, refer to Note 19, Stock-based Compensation, of our consolidated financial statements as provided in our Form 10-K for the year ended December 31, 2024 , as filed with the SEC .
7The grant date fair value of the RSUs was computed in accordance with FASB ASC Topic 718, which was $56.13 per share, the closing price of our common stock on the grant date. Dividends accrued on the unvested RSUs are paid in cash when and if the underlying award vests.
47
Outstanding Equity Awards at Fiscal Year-End
The following table provides information on the current equity holdings for each of the named executive officers. This table includes unvested RSUs and PRSUs as of December 31, 2024 . Each equity grant is shown separately for each named executive officer.
|
Stock Awards
|
||||||||||||||||||||||||||||||||
|
|
Stock Award Date | Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested
($)1
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)1
|
|||||||||||||||||||||||||||
|
|
5,7022
|
302,434 | - | - | ||||||||||||||||||||||||||||
|
14,1493
|
750,463 | |||||||||||||||||||||||||||||||
|
12,0874
|
641,094 | - | - | |||||||||||||||||||||||||||||
| - | - |
27,0605
|
1,435,262 | |||||||||||||||||||||||||||||
|
17,3016
|
917,645 | - | - | |||||||||||||||||||||||||||||
| - | - |
64,8787
|
3,441,129 | |||||||||||||||||||||||||||||
|
20,2158
|
1,072,204 | - | - | |||||||||||||||||||||||||||||
| - | - |
1,2519
|
66,353 | |||||||||||||||||||||||||||||
|
|
30610
|
16,230 | - | - | ||||||||||||||||||||||||||||
|
3,24111
|
171,903 | - | - | |||||||||||||||||||||||||||||
|
62912
|
33,362 | - | - | |||||||||||||||||||||||||||||
|
1,37013
|
72,665 | - | - | |||||||||||||||||||||||||||||
|
1,74614
|
92,608 | - | - | |||||||||||||||||||||||||||||
|
5,1306
|
272,095 | - | - | |||||||||||||||||||||||||||||
| - | - |
19,2387
|
1,020,384 | |||||||||||||||||||||||||||||
|
5,7278
|
303,760 | - | - | |||||||||||||||||||||||||||||
| - | - |
3549
|
18,776 | |||||||||||||||||||||||||||||
|
|
6,8432
|
362,953 | - | - | ||||||||||||||||||||||||||||
|
16,9803
|
900,619 | - | - | |||||||||||||||||||||||||||||
|
13,0554
|
692,437 | - | - | |||||||||||||||||||||||||||||
| - | - |
29,2265
|
1,550,147 | |||||||||||||||||||||||||||||
|
18,6856
|
991,052 | - | - | |||||||||||||||||||||||||||||
| - | - |
70,0687
|
3,716,407 | |||||||||||||||||||||||||||||
|
18,1948
|
965,010 | - | - | |||||||||||||||||||||||||||||
| - | - |
1,1269
|
59,723 | |||||||||||||||||||||||||||||
|
|
1,8252
|
96,798 | - | - | ||||||||||||||||||||||||||||
|
4,5273
|
240,112 | - | - | |||||||||||||||||||||||||||||
|
3,8684
|
205,159 | - | - | |||||||||||||||||||||||||||||
| - | - |
8,6585
|
459,220 | |||||||||||||||||||||||||||||
|
5,5366
|
293,629 | - | - | |||||||||||||||||||||||||||||
| - | - |
20,7607
|
1,101,110 | |||||||||||||||||||||||||||||
|
5,3908
|
285,886 | - | - | |||||||||||||||||||||||||||||
| - | - |
3349
|
17,715 | |||||||||||||||||||||||||||||
|
|
1,7112
|
90,751 | - | - | ||||||||||||||||||||||||||||
|
4,2453
|
225,155 | - | - | |||||||||||||||||||||||||||||
|
3,8684
|
205,159 | - | - | |||||||||||||||||||||||||||||
| - | - |
8,6585
|
459,220 | |||||||||||||||||||||||||||||
|
5,5366
|
293,629 | - | - | |||||||||||||||||||||||||||||
| - | - |
20,7607
|
1,101,110 | |||||||||||||||||||||||||||||
|
5,3908
|
285,886 | - | - | |||||||||||||||||||||||||||||
| - | - |
3349
|
17,715 | |||||||||||||||||||||||||||||
48
1Market value of RSUs and PRSUs is calculated by multiplying the number of restricted shares that have not vested by the closing market price of our common stock on December 31, 2024 , which was $53.04 per share.
2100% of the RSUs vested on January 31, 2025 .
3Represents shares earned with respect to the 2021 PRSUs. The shares vested on January 31, 2025 , with a final payout percentage of 56.25% (zero for the target PRSU and 112.5% for the relative PRSU). See "Compensation Discussion and Analysis - 2021 PRSU Vesting" for further information.
4Of the unvested RSUs, 49.3% vested on January 31, 2025 , and 50.7% will vest on January 31, 2026 .
5Represents PRSUs granted in 2022 subject to vesting upon achievement of certain performance targets and stockholder retuconditions over a three-year period starting January 1, 2023 and ending December 31, 2025 . The actual number of PRSUs finally earned will not be determined until the expiration of the performance period. The shares ultimately earned will vest on January 31, 2026 , subject to certain conditions set forth in the grant agreement. The table reflects the target shares payable with respect to the awards, as the performance during 2024 exceeded the threshold.
6Of the unvested RSUs, 33% vested on January 31, 2025 , 33% will vest on January 31, 2026 , and 34% will vest on January 31, 2027 .
7Represents PRSUs granted in 2023 (or, in the case of Mr. Hess , March 2024 ) subject to vesting upon achievement of certain performance targets and stockholder retuconditions over a three-year period starting January 1, 2024 and ending December 31, 2026 . The actual number of PRSUs finally earned will not be determined until the expiration of the performance period. The shares ultimately earned will vest on January 31, 2027 , subject to certain conditions set forth in the grant agreement. The table reflects the maximum shares payable with respect to the awards, as the performance during 2024 exceeded the target.
8The RSUs vest in three installments as follows: 33% on January 31, 2026 , 33% on January 31, 2027 , and 34% on January 31, 2028 .
9Represents PRSUs granted in 2024 subject to vesting upon achievement of certain performance targets and stockholder retuconditions over a three-year period starting January 1, 2025 and ending December 31, 2027 . The actual number of PRSUs finally earned will not be determined until the expiration of the performance period. The shares ultimately earned will vest on January 31, 2028 , subject to certain conditions set forth in the grant agreement. The table reflects the threshold shares payable with respect to the awards, as the performance period did not begin until January 1, 2025 . This does not reflect any opinion or projection of management concerning the ultimate level of satisfaction of such performance targets or stockholder retuconditions for the performance period.
10100% of the RSUs will vest on May 31, 2025 .
11Of the unvested RSUs, 50.0% vested on January 31, 2025 and 50.0% will vest on January 31, 2026 .
12Of the unvested RSUs, 49.9% will vest on May 31, 2025 and 50.1% will vest on May 31, 2026 .
13Of the unvested RSUs, 33.3% will vest on May 31, 2025 , 33.3% will vest on May 31, 2026 , and 33.4% will vest on May 31, 2027 .
14Of the unvested RSUs, 25% will vest on May 31,2025 , 25% will vest on May 31, 2026 , 25% will vest on May 31, 2027 , and 25% will vest on May 31, 2028 .
Stock Vested in 2024
The following table sets forth information regarding the values realized by our named executive officers upon the vesting of RSUs and PRSUs during 2024, and such values reflect the total pre-tax value realized by each named executive officer.
|
Stock Awards
|
||||||||||||||
|
|
Number of Shares Acquired on Vesting
(#)
|
ValueAcquired
onVesting
($)1
|
||||||||||||
|
|
34,090 | 1,956,084 | ||||||||||||
|
|
3,546 | 185,885 | ||||||||||||
|
|
50,743 | 2,911,633 | ||||||||||||
|
|
13,721 | 787,311 | ||||||||||||
| 11,100 | 636,918 | |||||||||||||
| 56,894 | 3,264,578 | |||||||||||||
1Calculated by multiplying the aggregate number of shares vested by the closing market price of our common stock on the dates the shares vested.
49
Nonqualified Deferred Compensation
|
|
Executive
Contributions
in Last FY
($)
|
Registrant
Contributions
in Last FY
($)
|
Aggregate
Earnings
in Last FY
($)1
|
Aggregate
Withdrawals/
Distributions
in Last FY
($)2
|
Aggregate
Balance
at Last
FYE
($)3
|
|||||||||||||||||||||||||||
|
|
- | - | - | - | - | |||||||||||||||||||||||||||
|
|
- | - | - | - | - | |||||||||||||||||||||||||||
|
|
- | - | (296,301) | - |
4,176,5752
|
|||||||||||||||||||||||||||
|
|
- | - | - | - | - | |||||||||||||||||||||||||||
| 80,577 | - | 26,100 | - |
278,1563
|
||||||||||||||||||||||||||||
1These amounts do not include any above-market or preferential earnings. Accordingly, these amounts are not reported in the Summary Compensation Table. Mr. Kevin Knight , who deferred the receipt of 74,635 PRSUs in our 2017 fiscal year, the (loss)/earnings include (1) the change in the closing price per share of our common stock from December 29, 2023 (the last trading day of 2023) of $57.65 to the December 31, 2024 stock closing price of $53.04 , and (2) $0.64 of cash dividends per share declared for all four quarters of 2024 at $0.16 per share.
2For Mr. Kevin Knight , the amount deferred represents deferral of 74,635 PRSUs during our 2017 fiscal year that vested on the date of the 2017 merger of Knight and Swift, to be delivered within six months of the date his employment terminates. The Company accrues for cash dividends on the deferred PRSUs in an amount equal to the amount of cash dividend Mr. Kevin Knight would have received had the deferred PRSUs been actual shares of our common stock on the date of the cash dividend payment to stockholders. The accrued cash dividends will be paid to Mr. Kevin Knight when the underlying shares of our common stock are distributed to Mr. Kevin Knight .
3Mr. Carlson contributed $80,557 of his salary into the Company's Deferred Compensation Plan, as amended (the "Deferred Compensation Plan") in 2024. The amount contributed are included in the Salary column of the Summary Compensation Table.
Each participant in the Deferred Compensation Plan may elect to defer up to 75% of their base salary and bonuses for services performed during a calendar year. Each participant is fully vested in the deferred compensation which they contribute under the Deferred Compensation Plan, including any earnings thereon. Discretionary contributions by us, if any, including any earnings thereon, would be determined by the Company at the time of such contribution. We offer a number of investment options under the Deferred Compensation Plan. Participants are responsible for choosing the deemed investments for their deferred cash compensation and may change the deemed investment selections for their existing account balances at any time. The deemed investment options offered currently include money market funds, bond funds, blended funds, and stock funds. All amounts are considered unfunded and are subject to general creditor claims until actually distributed to the employee. The participant may elect to receive a lump sum distribution or installments of up to 10 years upon the occurrence of separation from service, disability, or death, and with respect to compensation deferred prior to January 1, 2015 , reaching a retirement age of 65. The participant may request a withdrawal of a stated amount to cover an eligible unforeseeable emergency. The participant may also make an in-service distribution election with specified distribution dates with respect to compensation deferred on or after January 1, 2015 .
Potential Payments Upon Termination or Change of Control
Outstanding RSUs and PRSUs held by our named executive officers will vest upon their death or disability (in the case of PRSUs, at the level of performance through the end of the calendar year in which the death or disability occurred). Outstanding PRSUs will vest in the event of a "Change of Control" together with termination for convenience (as defined in the award agreement) or a termination for Good Reason (as defined in the award agreement), at the level of performance through the end of the calendar year in which the termination occurred. Notwithstanding the foregoing, no PRSUs will vest in the event the performance period for the applicable grant had not started prior to the triggering event.
The estimated value of RSUs and PRSUs that would have vested for Messrs. Miller, Hess, Kevin Knight , Gary Knight , and Carlson as of December 31, 2024 , under the acceleration scenarios described above is set forth in the table below. The value was calculated by multiplying the closing market price of our common stock on December 31, 2024 (the last trading day of the year) ($53.04 per share), by the number of shares underlying accelerated awards. For additional information on the number of currently unvested RSUs and PRSUs, please refer to "Outstanding Equity Awards at Year-End."
50
| Value of Accelerated RSUs ($) |
Value of Accelerated PRSUs ($) |
Total ($) | ||||||||||||||||||
| Change of Control without Qualifying Change of Control Termination | - | - | - | |||||||||||||||||
| Change of Control with Qualifying Change of Control Termination | - | 2,829,100 | 2,829,100 | |||||||||||||||||
| Death/Disability | 2,933,377 | 2,829,100 | 5,762,477 | |||||||||||||||||
| Eligible Retirement | - | - | - | |||||||||||||||||
| Change of Control without Qualifying Change of Control Termination | - | - | - | |||||||||||||||||
| Change of Control with Qualifying Change of Control Termination | - | 440,815 | 440,815 | |||||||||||||||||
| Death/Disability | 962,623 | 440,815 | 1,403,438 | |||||||||||||||||
| Eligible Retirement | 658,863 | - | 658,863 | |||||||||||||||||
| Change of Control without Qualifying Change of Control Termination | - | - | - | |||||||||||||||||
| Change of Control with Qualifying Change of Control Termination | - | 3,145,590 | 3,145,590 | |||||||||||||||||
| Death/Disability | 3,011,452 | 3,145,590 | 6,157,042 | |||||||||||||||||
| Eligible Retirement | - | - | - | |||||||||||||||||
| Change of Control without Qualifying Change of Control Termination | - | - | - | |||||||||||||||||
| Change of Control with Qualifying Change of Control Termination | - | 905,234 | 905,234 | |||||||||||||||||
| Death/Disability | 881,472 | 905,234 | 1,786,706 | |||||||||||||||||
| Eligible Retirement | - | - | - | |||||||||||||||||
| Change of Control without Qualifying Change of Control Termination | - | - | - | |||||||||||||||||
| Change of Control with Qualifying Change of Control Termination | - | 890,277 | 890,277 | |||||||||||||||||
| Death/Disability | 875,425 | 890,277 | 1,765,702 | |||||||||||||||||
| Eligible Retirement | - | - | - | |||||||||||||||||
Additionally, the award agreements include six month non-compete and non-solicitation provisions in the event of a named executive officer's Separation from Service (as defined the award agreement). The Company may extend the non-compete period for up to an additional 12 months beyond the completion of the initial six months. If the Company elects to extend the non-compete period, the Company will pay the named executive officer his monthly base salary in effect at the time of the separation for the duration of the additional non-compete period, provided that the payments will be reduced for any other monies earned by the named executive officer from any other work during the period. If each named executive officer separated from service on December 31, 2024 , the Company elected to extend the non-compete period for each named executive officer by 12 months, and there were no offsetting monies earned by the named executive officers during the extension period, the named executive officers would receive aggregate base salary payments as follows: $950,000 for Mr. Miller , $500,000 for Mr. Hess , $850,000 for Mr. Kevin Knight , $450,000 for Mr. Gary Knight , and $560,000 for Mr. Carlson .
Pay Ratio Disclosure
We provide fair and equitable compensation to our employees through a combination of competitive base pay, incentives, retirement plans, and other benefits. We are disclosing the following pay ratio and supporting information, which compares the annual total compensation of our median employee and the annual total compensation of Mr. Miller , our CEO, as required by Section 953(b) of the Dodd-Frank Act.
The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
51
To determine the pay ratio, we took the following steps:
•We determined that as of December 31, 2024 (the "Determination Date"), our employee population consisted of approximately 32,850 individuals (the "Employee Population"). We selected the Determination Date because it was a recent date for which employee census information was readily available. The Employee Population consists of our full-time, part-time, temporary, and seasonal employees. As permitted under SEC rules, the Employee Population as of the Determination Date excludes the approximately 753 persons who became our employees as a result of our acquisition of the assets of the LTL division of Dependable Highway Express, Inc. on July 30, 2024 .
•To identify the median employee in our Employee Population, we used the salary paid to each employee in the Employee Population during calendar year 2024 as reported in Box 1 of Form W-2 (or the equivalent for our Mexico employees). We annualized the salary for each permanent full-time and part-time employee in the Employee Population that worked less than the full year.
We calculated our median employee's annual total compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in that employee's annual total compensation of $59,621 . The median employee's annual total compensation includes salary, as well as company matching contributions to our 401(k) plan, incentive payments, and equity awards. The median employee did not receive health or other fringe benefits. Median employee compensation reflects that, as of December 31, 2024 , approximately 7.1% of our employees were student drivers, which had the effect of lowering our median employee compensation.
For 2024, our last completed fiscal year:
•The annual total compensation of our median employee was $59,621 ; and
•The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this proxy statement, was $4,798,814 . Given that Mr. Miller was appointed CEO effective as of February 26, 2024 , pursuant to Item 402(u) of SEC Regulation S-K, the total annual compensation solely for purposes of the pay ratio disclosure was $4,818,281 , which consists of the "Total" column for the Summary Compensation Table, subject to the following adjustments: (i) annualizing "Salary"; (ii) not annualizing "Non-Equity Incentive Plan Compensation," "Stock Awards" or "All Other Compensation"; and (iii) excluding compensation earned in respect of services prior to Mr. Miller's appointment as CEO ($128,484 ).
Based on this information, the ratio of the annualized annual total compensation of our CEO to the annual total compensation of our median employee was 81 to 1.
52
Pay Versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officers ("PEOs") and Non-PEO NEOs and certain financial performance of the Company for the fiscal years listed below.
| Year | Summary Compensation Table Total for PEO 1¹ ($) | Summary Compensation Table Total for PEO 2¹ ($) | Compensation Actually Paid to PEO 1¹˒²˒³ ($) | Compensation Actually Paid to PEO 2¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs¹ ($) | Average Compensation Actually Paid to Non-PEO NEOs¹˒²˒³ ($) |
Value of Initial Fixed
|
Net Income ($ Millions) |
Consolidated Revenue Growth5
|
|||||||||||||||||||||||
| TSR ($) | Peer Group TSR ($) | |||||||||||||||||||||||||||||||
| 2024 | 4,578,438 | 4,798,814 | (4,249,093) | 3,015,849 | 2,478,421 | 1,652,435 | 155.11 | 133.76 | 116 | 3.8% | ||||||||||||||||||||||
| 2023 | 4,457,450 | - | 5,849,721 | - | 2,430,435 | 3,132,645 | 166.56 | 130.87 | 216 | (4)% | ||||||||||||||||||||||
| 2022 | 6,365,202 | - | 4,772,193 | - | 3,643,842 | 2,798,975 | 149.92 | 97.55 | 771 | 17.6% | ||||||||||||||||||||||
| 2021 | 6,281,262 | - | 20,558,596 | - | 3,679,847 | 10,836,812 | 172.72 | 120.41 | 743 | 27% | ||||||||||||||||||||||
| 2020 | 5,834,698 | - | 12,915,345 | - | 3,321,116 | 6,981,316 | 117.63 | 106.29 | 410 | (0.6)% | ||||||||||||||||||||||
1David Jackson was our PEO for each year presented until February 26, 2024 ("PEO 1"). Adam Miller has served as PEO since February 26, 2024 ("PEO 2"). The individuals comprising the Non-PEO NEOs for each year presented are listed below.
| 2024 | 2020-2023 | ||||
2The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company's PEO or non- PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
3Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
| Year | Summary Compensation Table Total for PEO 1 ($) | Exclusion of Stock Awards for PEO 1 ($) | Inclusion of Equity Values for PEO 1 ($) | Compensation Actually Paid to PEO 1 ($) | ||||||||||
| 2024 | 4,578,438 | - | (8,827,531) | (4,249,093) | ||||||||||
| Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | ||||||||||
| 2024 | 4,798,814 | (3,063,856) | 1,280,891 | 3,015,849 | ||||||||||
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||||||
| 2024 | 2,478,421 | (1,498,440) | 672,454 | 1,652,435 | ||||||||||
53
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year | Year-End |
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 1 ($) | Total - Inclusion of Equity Values for PEO 1 ($) | ||||||||||||||
| 2024 | - | - | - | (304,772) | (8,522,759) | (8,827,531) | ||||||||||||||
| Year | Year-End |
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) | ||||||||||||||
| 2024 | 2,761,779 | (1,311,396) | - | (169,492) | - | 1,280,891 | ||||||||||||||
| Year | Average Year-End |
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | ||||||||||||||
| 2024 | 1,357,652 | (577,586) | - | (107,612) | - | 672,454 | ||||||||||||||
4The Peer Group TSR set forth in this table utilizes the Nasdaq Transportation index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024 . The comparison assumes $100 was invested for the period starting December 31, 2019 , through the end of the listed year in the Company and in the Nasdaq Transportation index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
5We determined Consolidated Revenue Growth to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024, as it served as a performance metric for both our 2024 Cash Bonus Plan and our Company Performance PRSUs, along with the additional measures that make up the components of our short-term and long-term incentive programs. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Below are graphs showing the relationship of Compensation Actually Paid to our PEOs and our Non-PEO NEOs in 2024, 2023, 2022, 2021, and 2020 to (i) the TSR of the Company and the Nasdaq Transportation index, (ii) the Company's net income, and (iii) the Company's consolidated revenue growth. Compensation Actually Paid, as required by SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices and various accounting valuation assumptions but does not reflect actual amounts paid out for those awards. Compensation Actually Paid generally fluctuates due to stock price, varying levels of projected and actual achievement of performance goals, and, in connection with Compensation Actually Paid to PEO 1 in 2024, forfeitures of stock awards in connection with his separation from the Company.
54
55
56
Listed below are the performance measures that in our assessment represent the most important performance measures we use to link Compensation Actually Paid to our PEO and Non-PEO NEOs, for 2024, to Company performance.
| Measure | Description | |||||||
| Consolidated Revenue Growth |
Consolidated revenue growth is calculated by taking the total of current year consolidated revenue less current year trucking fuel surcharge, minus prior year consolidated revenue less prior year trucking fuel surcharge, divided by prior year consolidated revenue less prior year trucking fuel surcharge. Trucking fuel surcharge is calculated as the sum of the applicable amount across each of our Truckload and LTL operating segments.
Consolidated revenue growth targets could be adjusted by the Compensation Committee to omit the effects of extraordinary items, acquisitions or dispositions, unusual, one-time or non-recurring items, amortization of intangibles, cumulative effects of changes in accounting principles, and similar items or transactions.
|
|||||||
| Adjusted EPS CAGR |
Adjusted EPS CAGR is a non-GAAP measure calculated as the compound annual growth rate in earnings per diluted share, adjusted to eliminate the effect of certain items or events, over the applicable period.
|
|||||||
| Adjusted Operating Income Growth |
Adjusted operating income is a non-GAAP measure calculated as consolidated total revenue, net of trucking fuel surcharge, less consolidated total adjusted operating expenses, net of trucking fuel surcharge. Adjusted operating income growth is calculated by taking current year adjusted operating income less prior year adjusted operating income, divided by prior year adjusted operating income.
Adjusted operating income growth targets could be adjusted by the Compensation Committee to omit the effects of extraordinary items, acquisitions or dispositions, unusual, one-time or non-recurring items, amortization of intangibles, cumulative effects of changes in accounting principles, and similar items or transactions.
|
|||||||
| Retuon Net Tangible Assets | Retuon net tangible assets is a non-GAAP measure calculated as net income, adjusted to eliminate the effects of certain items or events, divided by average net tangible assets, and compared to a relative peer group of public truckload carriers selected by the Compensation Committee. | |||||||
57
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the Record Date, March 17, 2025 , the number and percentage of outstanding shares of our common stock beneficially owned by each person known by us to beneficially own more than 5% of such stock, by our named executive officers and our directors, and by all of our directors and executive officers as a group. Share information for BlackRock, Inc. , FMR LLC , The Vanguard Group , and Wellington Management Group LLP (and related persons) is based on Schedules 13G and 13G/A filed by these entities, as further described in the applicable footnotes. We had outstanding 162,000,854shares of common stock as of the Record Date.
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Amount and Nature of Beneficial Ownership2
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Percent of Class2
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| Named executive officers and directors: | ||||||||||||||
| 2,627 | * | |||||||||||||
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73,921 | * | ||||||||||||
| 5,000 | * | |||||||||||||
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219,154 | * | ||||||||||||
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15,708 | * | ||||||||||||
| 7,874 | ||||||||||||||
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4,902 | * | ||||||||||||
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2,709,183 | 1.7% | ||||||||||||
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1,440,347 | * | ||||||||||||
| 169,440 | * | |||||||||||||
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31,895 | * | ||||||||||||
| 4,849 | * | |||||||||||||
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30,983 | * | ||||||||||||
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21,833 | * | ||||||||||||
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30,729 | * | ||||||||||||
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All current directors and executive officers as a group (23 persons)
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4,821,768 | 3.0% | ||||||||||||
| Other unaffiliated third-party holdings: | ||||||||||||||
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16,587,513 | 10.2% | ||||||||||||
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8,096,350 | 5.0% | ||||||||||||
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The Vanguard Group13
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15,021,291 | 9.3% | ||||||||||||
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Wellington Group Holdings LLP14
Wellington Investment Advisors Holdings LLP14
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14,936,311 | 9.2% | ||||||||||||
*Represents less than 1.0% of the outstanding common stock.
1The address of each named executive officer, executive officer, and director, is 2002 West Wahalla Lane, Phoenix, Arizona 85027. The address for BlackRock is 55 East 52nd Street, New York, New York 10055. The address for FMR LLC and Abigail P. Johnson is 245 Summer Street, Boston, Massachusetts 02210. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The address for Wellington Management Group LLP is c/o Wellington Management Company LLP , 280 Congress Street, Boston MA 02210.
2In accordance with applicable rules under the Exchange Act, the number of shares indicated as beneficially owned by a person includes shares of common stock and (a) underlying options that are currently exercisable or will be exercisable within 60 days from the Record Date, and (b) unvested RSUs that are scheduled to vest within 60 days from the Record Date. Shares of common stock underlying stock options that are currently exercisable or will be exercisable within 60 days from the Record Date and unvested RSUs that are scheduled to vest within 60 days of the Record Date, are deemed to be outstanding for purposes of computing the percentage ownership of the person holding such options and/or unvested RSUs, and the percentage ownership of any group of which the holder is a member, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
3Includes (a) 66,664 shares held directly by Todd Carlson ; and (b) 7,257 shares beneficially by Todd Carlson over which he and his spouse exercise voting and investment power as trustee under a revocable trust agreement.
4Includes 219,154 shares deemed to be beneficially owned by Reid Dove over which he exercises sole voting and investment power as Vice President for the Dove Family Foundation.
5Includes (a) 6,223 shares held directly by Michael Garnreiter ; and (b) 9,485 shares beneficially owned by Michael Garnreiter over which heand his spouse exercise voting and investment poweras trustee under a revocable trustagreement.
6Includes 2,709,183 shares beneficially owned by Gary Knight over which he exercises sole voting and investment power as a trustee under a revocable trust agreement. Gary Knight has pledged as security 1,100,000 of the shares that he beneficially owns.
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7Includes (a) 1,418,360 shares beneficially owned by Kevin Knight over which he and his wife, Sydney Knight , exercise sole voting and investment power pursuant to a revocable living trust; and (b) 21,987 shares held directly by Kevin Knight . Kevin Knight has pledged as security 1,200,000 of the shares that he beneficially owns.
8Includes 31,895 shares beneficially owned by Kathryn Munro over which she and her spouse exercise voting and investment power as a trustee under a revocable trust agreement.
9Includes (a) 3,661 shares beneficially owned by Roberta Roberts Shank over which she and her spouse exercise voting and investment power as a trustee under a revocable trust agreement; and (b) 27,322 shares held directly by Roberta Roberts Shank .
10Includes 30,729 shares owned by David Vander Ploeg over which he and his spouse exercise voting and investment power as trustee under a revocable trust agreement.
11As reported on Schedule 13G/A filed with the SEC on June 7, 2024, which indicates that BlackRock, Inc. has sole voting power over 15,636,915 shares and sole dispositive power over 16,587,513 shares. It has shared voting power and shared dispositive power over no shares.
12As reported on Schedule 13G/A filed with the SEC on February 12, 2025, which indicates that FMR LLC has sole voting power over 7,167,803 shares and sole dispositive power over 8,096,350 shares. It has shared voting power and shared dispositive power over no shares.
13As reported on Schedule 13G/A filed with the SEC on February 13, 2024, which indicates that The Vanguard Group has sole voting power over 0 shares, shared voting power over 103,375 shares, sole dispositive power over 14,789,351 shares, and shared dispositive power over 231,940 shares.
14As reported on Schedule 13G/A filed with the SEC on February 10, 2025, which indicates that: (a) Wellington Management Group LLP has sole voting power over 0 shares, shared voting power over 12,710,412 shares, sole dispositive power over 0 shares, and shared dispositive power over 14,936,311 shares; (b) Wellington Group Holdings LLP has sole voting power over 0 shares, shared voting power over 12,710,412 shares, sole dispositive power over 0 shares, and shared dispositive power over 14,936,311 shares; (c) Wellington Investment Advisors Holdings LLP has sole voting power over 0 shares, shared voting power over 12,710,412 shares, sole dispositive power over 0 shares, and shared dispositive power over 14,936,311 shares; and (d) Wellington Management Company LLP has sole voting power over 0 shares, shared voting power over 12,122,140 shares, sole dispositive power over 0 shares, and shared dispositive power over 12,714,427 shares.
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Proposal Two
Advisory, Non-Binding Vote to Approve Named Executive Officer Compensation
The Dodd-Frank Act enables our stockholders to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with
As discussed in our Compensation Discussion and Analysis, the principal objectives of our executive compensation program are to attract, retain, and motivate talented executives by rewarding strong business results and performance. This is done through the alignment of the executives' interests with stockholder interests. The objectives are based on the certain core principles that we explain in greater detail in the Compensation Discussion and Analysis section of this proxy statement.
We are asking our stockholders to indicate their support for our named executive officers' compensation as described in this proxy statement. This proposal, commonly known as a "say on pay" proposal, gives you as a stockholder the opportunity to express your views regarding our 2024 named executive compensation policies and practices for named executive officers. We expect to hold our next advisory, non-binding vote to approve the compensation of our named executive officers at the upcoming 2025 Annual Meeting. The vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement. Accordingly, we ask our stockholders to vote "FOR" the following resolution at the Annual Meeting:
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RESOLVED, that the stockholders of
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| Although this is an advisory vote that will not be binding on the Compensation Committee, or the Board, the Compensation Committee will carefully review the results of the vote. | |||||||||||
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The Board of Directors unanimously recommends a voteFORProposal Two.
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Proposal Three
Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2025
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
POLICIES REGARDING INDEPENDENT AUDITOR
The Audit Committee is directly responsible for the appointment, compensation, and oversight of the independent registered public accounting firm. The Audit Committee pre-approves all audit services and non-audit services to be provided to the Company by its independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member(s) to whom such authority is delegated must report, for informational purposes only, the pre-approval decisions to the Audit Committee at its next scheduled meeting.
The Audit Committee may pre-approve for up to one year in advance the provision of particular types of permissible routine and recurring audit-related, tax, and other non-audit services. The Audit Committee must be informed about each such service that is actually provided, with reasonable detail, so that it may approve any expenses. In cases where a service is not covered by one of those approvals, the service must be specifically preapproved by the Audit Committee or a delegated member thereof.
Each audit or non-audit service that is approved by the Audit Committee will be reflected in a written engagement letter specifying the services to be performed and the cost of such services. This approval will be signed by either a member of the Audit Committee or by an officer of the Company authorized by the Audit Committee to sign on behalf of the Company.
The Audit Committee will not approve any prohibited non-audit service or any non-audit service that, individually or in the aggregate, may impair the independence of the independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.
VOTE REQUIRED FOR RATIFICATION
The Audit Committee is responsible for selecting our independent registered public accounting firm. Accordingly, stockholder approval is not required to appoint
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The Board of Directors unanimously recommends a voteFORProposal Three.
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Audit Committee Report
The Audit Committee assists the Board in its oversight of our financial reporting process. The Audit Committee's responsibilities are more fully described in its charter available atwww.knight-swift.com.
Management has the primary responsibility for preparing the financial statements and implementing internal controls over financial reporting. Our independent registered public accounting firm is responsible for performing an audit of our consolidated financial statements and expressing an opinion on the fair presentation of those financial statements in conformity with United States generally accepted accounting principles. The independent registered public accounting firm also is responsible for performing an audit of, and expressing an opinion on, the effectiveness of our internal controls over financial reporting.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements for the fiscal year ended December 31, 2024, including a discussion of, among other things:
•the acceptability and quality of the accounting principles;
•the reasonableness of significant accounting judgments and critical accounting policies and estimates;
•the clarity of disclosures in the financial statements; and
•the adequacy and effectiveness of our financial reporting procedures, disclosure controls and procedures, and internal controls over financial reporting.
The Audit Committee discussed with the independent registered public accounting firm: (i) the audited consolidated financial statements for the fiscal year ended December 31, 2024 and our internal controls over financial reporting as of December 31, 2024; (ii) the firm's judgments as to the acceptability and quality of our accounting principles; and (iii) other matters as are required to be discussed with the Audit Committee under the standards of the Public Company Accounting Oversight Board (the "PCAOB"), including those matters required to be discussed by Accounting Standards No. 1301.
In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the firm's communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm the firm's independence.
The Audit Committee discussed with our internal audit department and the Company's independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditor and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.
In reliance on the reviews and discussions referred to above, and the receipt of an unqualified opinion from Grant Thornton dated February 20, 2025, with respect to the consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2024, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The Audit Committee regularly reviews with the General Counsel and internal audit any complaints received pursuant to the Company's Code of Business Conduct and Ethics (the "Code of Conduct") and the Audit Committee Complaint Review Policy and Procedure (the "Complaint Review Policy") and is responsible for: (i) overseeing compliance with the Code of Conduct and Complaint Review Policy; and (ii) reviewing any investigations that were conducted with respect to the Code of Conduct and the Complaint Review Policy.
This report is submitted by the Audit Committee.
The foregoing report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this report.
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Audit and Non-Audit Fees
The following table sets forth, for fiscal years 2024 and 2023, the fees billed by the Company's independent registered public accounting firm.
| 2024 | 2023 | ||||||||||
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Audit Fees1
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$2,905,000 | $2,915,000 | |||||||||
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Tax Fees2
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27,022 | 8,410 | |||||||||
| Total | $2,932,022 | $2,923,410 | |||||||||
1The aggregate fees billed for professional services rendered to the Company during 2024 and 2023 for the audit of annual financial statements, reviews of the financial statements included in quarterly reports on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings.
2The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.
Pre-Approval Policy for Audit and Non-Audit Fees
All audit and non-audit services performed by our independent auditors are pre-approved by the Audit Committee. The respective approving parties concluded that the provision of such services by Grant Thornton was compatible with the maintenance of that firm's independence in the conduct of its auditing functions.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member(s) to whom such authority is delegated must report, for informational purposes only, the pre-approval decisions to the Audit Committee at its next scheduled meeting. No audit-related, tax, or other non-audit services were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirement under Rule 2-01(c)(7)(i)(C), of SEC Regulation S-X during the year ended December 31, 2024.
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Proposal Four
Stockholder Proposal Regarding Support for Transparency in Political Spending
Proposal 4 below has been submitted for inclusion in our proxy statement by a stockholder of the Company. The Company will provide to any stockholder of the Company, promptly upon receiving an oral or written request from the stockholder, the name and address, as well as the number of the Company's voting securities held by, the stockholder proponent of Proposal 4. The proponent has informed us that he or his representatives will appear at the Annual Meeting to present his proposal. The proposal and supporting statement below (collectively, the "Stockholder Proposal") are presented in this proxy statement as received from the proponent in accordance with the rules of the
We have also included a statement of our Board in response to the Stockholder Proposal. Our Board has determined to oppose the Stockholder Proposal. The text of the Stockholder Proposal is as follows
"Proposal 4 - Support for Transparency in Political Spending
Resolved,Shareholders request that the Company provide a report, updated semiannually, disclosing the Company's:
1.Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.
2.Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:
a.The identity of the recipient as well as the amount paid to each; and
b.The title(s) of the person(s) in the Company responsible for decision-making.
The report shall be presented to the board of directors or relevant board committee and posted on the Company's website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending.
Supporting Statement
Long-term shareholders of Knight-Swift support transparency and accountability in corporate electoral spending. A company's reputation, value, and bottom line can be adversely impacted by political spending. The risk is especially serious when giving to trade associations, Super PACs, 527 committees, and "social welfare" organizations - groups that routinely pass money to or spend on behalf of candidates and political causes that a company might not otherwise wish to support.
Knight-Swift scored a dismal 0.0% on a scale of 100 in the 2024 CPA-Zicklin Index of Corporate Political Disclosure and Accountability: https://www.politicalaccountability.net/wp-content/uploads/2024/10/2024-CPA-Zicklin-Index.pdf.
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This proposal asks Knight-Swift to disclose all of its electoral spending, including payments to Trade Associations and 501(c)(4) social welfare organizations, which may be used for electoral purposes - and are otherwise undisclosed. This would bring our Company in line with a growing number of leading companies, including
Without knowing the recipients of our company's political dollars Knight-Swift directors and shareholders cannot sufficiently assess whether our company's election-related spending aligns or conflicts with its policies on climate change and sustainability, or other areas of growing concern. Improved Knight-Swift political spending disclosure will protect the reputation of Knight-Swift and preserve shareholder value."
THE BOARD OF DIRECTORS' STATEMENT IN RESPONSE TO THE STOCKHOLDER PROPOSAL
The Board of Directors has carefully considered this proposal and concluded that adoption of the proposal is not only unnecessary but also not in the best interests of the Company and its stockholders. The Board of Directors unanimously recommends a vote "AGAINST" Proposal 4 (the "Proposal") for the following reasons.
The Company does not make any contributions from corporate funds to candidates for office, political parties, Political Action Committees or 527 political organizations and the Company does not operate a PAC. The Company also does not make any payments using corporate funds for independent political expenditures or to influence the outcome of elections.
The Company participates in national trade and industry associations, such as the
Our participation in these organizations does not mean we endorse every position taken by the organizations or the views of their leaders or members, but we are fully committed to engaging in the collaborative problem-solving process and to working with our industry peers in these organizations. We value the industry expertise that these organizations provide and believe that our participation in these associations is beneficial to advancing the interests of the transportation industry, the Company and its stockholders.
The Company has a long-standing history of being a responsible corporate citizen and has a responsibility to our stockholders to be engaged in the public policy process on issues that impact our industry to both protect and promote our stockholders' interests. To this end the Nominating and Corporate Governance Committee periodically reviews participation by the Company in public policy issues, including the Company's participation in industry trade associations.
The aggregate dues paid by the Company to trade associations have been immaterial. For example, in 2024 dues paid to all trade associations the Company participated in amounted to less than .01% of the Company's 2024 annual operating expenses. The Proposal appears misguided as the Company's participation in industry trade associations is limited and the Company does not make any political contributions with corporate funds. We do not believe that our stockholders would benefit from a semiannual report containing the information requested by the Proposal.
The Board has considered the Proposal and has determined that producing the report requested by the Proposal would be burdensome and an unnecessary use of the Company's resources without a commensurate benefit for our stockholders.
For the foregoing reasons, the Board unanimously believes that this Proposal is not in the best interests of the Company or our stockholders and recommends that you vote "AGAINST" Proposal 4.
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The Board of Directors Unanimously Recommends a Vote
AGAINSTProposal Four.
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Delinquent Section 16(a) Reports
Executive officers, directors, and "beneficial owners" of more than ten percent of our common stock must file initial reports of ownership and changes in ownership with the SEC under Section 16(a) of the Exchange Act. SEC regulations require these reporting persons to furnish us with copies of all Forms 3, 4, and 5, and amendments thereto, that they file with the SEC . Based solely on our review of the copies of such forms furnished to us, or representations that no forms were required, we believe that during 2024 and through the date of this filing all of our officers, directors, and greater than ten percent beneficial owners complied with all filing requirements of Section 16(a) of the Exchange Act, with the exception of one inadvertent late Form 3 for Michelle Lewis , one inadvertent late Form 4 for Michelle Lewis , and two inadvertent late Forms 4 for Michael Garnreiter . Each late Form 4 for Mr. Garnreiter reported a single transaction and the late Form 4 for Ms. Lewis reported multiple transactions.
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Questions and Answers About the Proxy Materials and the Annual Meeting
WHEN AND WHERE IS THE ANNUAL MEETING?
|
DATE
Tuesday,
May 13, 2025
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TIME
8:30 a.m.
Local Time
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LOCATION
2002 West Wahalla Lane
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WHO VOTES
Stockholders of
Record on Monday,
March 17, 2025
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WHAT MATTERS WILL BE VOTED UPON AT THE ANNUAL MEETING?
At the Annual Meeting, you will be asked to:
•Elect twelve (12) directors, each such director to serve until the 2026 Annual Meeting;
•Vote (on an advisory, non-binding basis) to approve named executive officer compensation;
•Ratify the appointment of Grant Thornton as our independent, registered public accounting firm for fiscal year 2025;
•Vote on a stockholder proposal regarding support for transparency in political spending; and
•Transact such other business as may properly come before the Annual Meeting or any adjournments thereof.
WHAT CONSTITUTES A QUORUM?
The presence, either in person or by proxy, of the holders of shares of our common stock representing at least a majority of the voting power of our common stock outstanding and entitled to vote is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes, which are described in more detail below, are counted as shares present at the Annual Meeting for purposes of determining whether a quorum exists.
WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING?
If a quorum is not present at the meeting, the holders of a majority of voting power of the shares entitled to vote at the meeting who are present, in person or represented by proxy, or the chairperson of the meeting, may adjouthe meeting until a quorum is present or represented. The time and place of the adjourned Annual Meeting will be announced at the time the adjournment is taken and no other notice will be given.
WHO IS ENTITLED TO VOTE?
Only stockholders of record of our common stock at the close of business on the Record Date, are entitled to notice of, and to vote at, the Annual Meeting. Shares that may be voted include shares that are held:
•directly by the stockholder of record; and
•beneficially through a broker, bank, or other nominee.
Each share of our common stock will be entitled to one vote on all matters submitted for a vote at the Annual Meeting. As of the Record Date, there were 162,000,854 shares of our common stock issued and outstanding and entitled to be voted at the Annual Meeting.
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A "REGISTERED OWNER" AND A "BENEFICIAL OWNER"?
Most of our stockholders hold their shares through a broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between registered shares and those owned beneficially:
•Registered Owners - If your shares are registered directly in your name with our transfer agent, Equiniti , you are, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.
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•Beneficial Owners - If your shares are held in a brokerage account, bank, or by another nominee, you are, with respect to those shares, the "beneficial owner" of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote or to vote in person at the Annual Meeting. However, since you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a "legal proxy" from your broker, bank, or other nominee (who is the stockholder of record) giving you the right to vote the shares.
WHAT IS A BROKER NON-VOTE?
Generally, a "broker non-vote" occurs when a broker, bank, or other nominee that holds shares in "street name" for a customer is precluded from exercising voting discretion on a particular proposal because the: (i) beneficial owner has not instructed the nominee on how to vote and (ii) nominee lacks discretionary voting power to vote on such issues.
Under the rules of the NYSE, as discussed below, a nominee does not have discretionary voting power with respect to the approval of "non-routine" matters absent specific voting instructions from the beneficial owners of such shares.
WHAT IS THE EFFECT OF NOT CASTING YOUR VOTE?
Under the rules of the NYSE, a record holder does not have discretionary voting power with respect to the approval of "non-routine" matters absent specific voting instructions from the beneficial owners of such shares. Other than the proposal to ratify the appointment of Grant Thornton , all of the proposals are considered non-routine matters. Therefore, your shares will not be voted without your specific instructions. Thus, if you hold your shares in street name and you do not instruct your record holder how to vote in the election of directors (Proposal 1), the advisory, non-binding vote to approve named executive officer compensation (Proposal 2), and the vote on a stockholder proposal regarding support for transparency in political spending (Proposal 4), no votes will be cast on your behalf. Your record holder will, however, continue to have the ability to vote your shares in its discretion on the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for fiscal year 2025 (Proposal 3).
WHAT STOCKHOLDER APPROVAL IS NECESSARY FOR APPROVAL OF THE PROPOSALS?
Election of Directors (Proposal 1)
Directors are elected by a majority of votes cast with respect to each director, provided that the number of nominees does not exceed the number of directors to be elected, in which case the directors will be elected by the vote of a plurality of the shares represented in person or by proxy at any stockholder meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal.
Advisory, Non-Binding Vote to Approve Named Executive Officer Compensation (Proposal 2)
Approval of this resolution requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal. While this vote is required by law, it is not binding on the Company or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future named executive officer compensation decisions.
Ratification of the Appointment of Grant Thornton as our Independent Registered Public Accounting Firm for Fiscal Year 2025 (Proposal 3)
The ratification of the Audit Committee's appointment of Grant Thornton as our independent registered public accounting firm for fiscal year 2025 requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal. Stockholder ratification is not required for the appointment of our independent registered public accounting firm. However, we are submitting the proposal to solicit the opinion of our stockholders.
Vote on a Stockholder Proposal Regarding Support for Transparency in Political Spending (Proposal 4)
Approval of this proposal, if properly presented, requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal.
MAY I VOTE MY SHARES IN PERSON AT THE ANNUAL MEETING?
If you are the registered owner of shares of our common stock on the Record Date, you have the right to vote your shares in person at the Annual Meeting.
If you are the beneficial owner of shares of our common stock on the Record Date, you may vote these shares in person at the Annual Meeting if you have requested a legal proxy from your broker, bank, or other nominee (the stockholder of record) giving you the right to vote the shares at the Annual Meeting. You will need to complete such legal proxy and
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present it to us at the Annual Meeting.
Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy card or voting instructions so that your vote will be counted if you later decide not to attend the Annual Meeting.
HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?
If you are a registered owner, you may instruct the named proxy holders on how to vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided with this proxy statement, or by using the internet voting site or the toll-free telephone number listed on the proxy card. Specific instructions for using the internet and telephone voting systems are on the proxy card. The internet and telephone voting systems will be available until 11:59 p.m. EasteTime on Monday, May 12, 2025 (the day before the Annual Meeting).
If you are the beneficial owner of shares held in street name, you should instruct your broker, bank, or other nominee on how to vote your shares. Your broker, bank, or other nominee has enclosed with this proxy statement a voting instruction card for you to use in directing your nominee on how to vote your shares. The instructions from your nominee will indicate whether internet or telephone voting is available and, if so, will provide details regarding how to use those systems.
HOW WILL MY PROXY BE VOTED?
Shares represented by a proper proxy (in paper form, by Internet, or by telephone) that is received in a timely manner, and not subsequently revoked, will be voted at the Annual Meeting or any adjournment or postponement thereof in the manner directed on the proxy. Adam Miller and Andrew Hess are named as proxies on the proxy form and have been designated by the Board as proxies to represent you and vote your shares at the Annual Meeting. All shares represented by a proper proxy on which no choice is specified will be voted:
üFORthe election of twelve (12) directors, each such director to serve until the 2026 Annual Meeting;
üFORthe resolution approving, on an advisory, non-binding basis, named executive officer compensation;
üFORthe ratification of the appointment of Grant Thornton as our independent registered public accounting firm for fiscal year 2025; and
ûAGAINSTthe stockholder proposal regarding support for transparency in political spending.
As to any other business that properly comes before the Annual Meeting, shares represented by a proper proxy will be voted in accordance with the proxy holder's best judgment.
MAY I REVOKE MY PROXY AND CHANGE MY VOTE?
Yes. You may revoke your proxy and change your vote at any time prior to the vote at the Annual Meeting.
If you are the registered owner, you may revoke your proxy and change your vote by:
•submitting a new proxy bearing a later date (which automatically revokes the earlier proxy);
•giving notice of your changed vote to us in writing mailed to the attention of Todd Carlson , Secretary, at our corporate office specified above;
•attending the Annual Meeting and giving oral notice of your intention to vote in person; or
•re-voting by telephone or internet.
You should be aware that simply attending the Annual Meeting will not in and of itself constitute a revocation of your proxy.
WILL MY VOTE BE KEPT CONFIDENTIAL?
Yes, your vote will be kept confidential and not disclosed to us unless:
•required by law;
•you expressly request disclosure on your proxy; or
•there is a proxy contest.
WHO WILL PAY THE COSTS OF SOLICITING PROXIES?
The Company is soliciting this proxy and we will bear all costs of this proxy solicitation. Proxies may be solicited by mail, e-mail, telephone, or by other electronic means and our directors, officers, and regular employees may solicit proxies personally or by mail, e-mail, telephone, or other electronic means for which solicitation they will not receive any additional compensation. We will reimburse brokerage firms, custodians, fiduciaries, and other nominees for their out-of-pocket expenses in forwarding solicitation materials to beneficial owners upon our request. We have engaged Okapi Partners LLC to assist us in soliciting proxies. We anticipate paying a fee of $14,000 plus expenses for these services.
69
WHAT OTHER BUSINESS WILL BE PRESENTED AT THE ANNUAL MEETING?
As of the date of this proxy statement, the Board knows of no other business that may properly be, or is likely to be, brought before the Annual Meeting. If any other matters should arise at the Annual Meeting, the persons named as proxy holders, Adam Miller and Andrew Hess , will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If, for any unforeseen reason, any director nominees are not available to serve as a director, the named proxy holders will vote your proxy for such other director candidate or candidates as may be nominated by the Board.
WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
We intend to report voting results of the Annual Meeting on Form 8-K within four business days after the Annual Meeting.
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
You may receive more than one set of voting materials. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a registered owner and your shares are registered in more than one name you will receive more than one proxy card. Please vote each proxy and instruction card that you receive.
WHO CAN HELP ANSWER MY QUESTION?
If you have questions concerning a proposal, or the Annual Meeting, are requesting copies of this proxy statement, or if you need directions to or special assistance at the Annual Meeting, please call our Secretary at (602) 606-6684 or e-mail the Secretary at tcarlson@knighttrans.com. In addition, information regarding the Annual Meeting is available via the Internet at our website,www.knight-swift.com.
Other Matters
We are not aware of any other matters to be conducted at the meeting. The Company's by-laws require stockholders to give advance notice of any proposal intended to be presented at the Annual Meeting. The deadline for this notice has passed and we did not receive any such notices. If any other matter properly comes before the stockholders for a vote at the meeting, the proxy holders will vote your shares in accordance with their best judgment.
Additional Information
Upon request, the Company will provide by first class mail, to each stockholder of record on the Record Date, without charge, a copy of this proxy statement, the proxy card, and the Company's Annual Report for the fiscal year ended December 31, 2024, including the required financial statements and financial statement schedules. Written requests for this information should be directed to: Secretary, Knight-Swift Transportation Holdings Inc. , 2002 West Wahalla Lane, Phoenix, Arizona 85027.
Stockholder Proposals
Matters for Inclusion in the Proxy Materials for the 2026 Annual Meeting of Stockholders
To be eligible for inclusion in our proxy materials relating to the 2026 Annual Meeting of Stockholders, stockholder proposals intended to be presented at that meeting (other than proxy access nominations) must be received in writing by us on or before December 4, 2025. However, if the date of the 2026 Annual Meeting of Stockholders is more than thirty days before or after May 13, 2026, then the deadline for submitting any such stockholder proposal for inclusion in the proxy materials relating to the 2026 Annual Meeting of Stockholders shall be a reasonable time before we begin to print or mail such proxy materials. Proposals (other than proxy access nominations) must concea matter that may be properly considered and acted upon at the annual meeting in accordance with applicable laws and regulations and our by-laws, committee charters, and policies, and must otherwise comply with Rule 14a-8 of the Exchange Act and we reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these requirements.
Matters for Consideration at the 2026 Annual Meeting of Stockholders, but not for Inclusion in the Proxy Materials
If, pursuant to our by-laws, any stockholder intends to present a proposal at the 2026 Annual Meeting of Stockholders without inclusion of such proposal in our proxy materials, we must receive notice of such proposal no earlier than January 13, 2026, and no later than February 12, 2026. Any notice received prior to January 13, 2026, or after February 12, 2026 is untimely. However, if the date of the 2026 Annual Meeting of Stockholders is more than thirty days before or after May 13, 2026, notice by the stockholder in order to be timely must be received not later than the close of business on the tenth day following the first day on which the notice of the date of the 2026 Annual Meeting was mailed or public disclosure of the date of the annual meeting was otherwise made, whichever occurs first. Pursuant to Rule 14(a)-4(c)(1) under the
70
Exchange Act, the proxy holders designated by an executed proxy in the form accompanying our proxy statement for our next annual meeting will have discretionary authority to vote on any such untimely stockholder proposal that is considered at the next annual meeting.
Nominations of Individuals for Election as Directors at the 2026 Annual Meeting of Stockholders Using Proxy Access
Under the proxy access provisions of our by-laws, stockholders who meet the requirements set forth in our by-laws may submit director nominations for inclusion in the proxy materials. Proxy access nominations for the 2026 Annual Meeting of Stockholders must be received by the Company no earlier than November 4, 2025, and no later than December 4, 2025. However, if the date of the 2026 Annual Meeting of Stockholders is more than thirty days before or after May 13, 2026, then the deadline for submitting any such proxy access nominations is the later of the close of business on the date that is 180 days prior to the date of the 2026 Annual Meeting of Stockholders or the tenth day following the date that such date of the 2026 Annual Meeting of Stockholders is first publicly announced or disclosed. Proxy access nominations must meet all requirements set forth in our by-laws and include the additional information required by Rule 14a-19(b) under the Exchange Act.
Nominations of Individuals for Election as Directors at the 2026 Annual Meeting of Stockholders (other than through Proxy Access)
Under our by-laws, a stockholder's notice of director nominations to be considered at our 2026 Annual Meeting of Stockholders, but not included in our proxy materials, must be received by the Company no earlier than January 13, 2026 and no later than February 12, 2026. However, if the date of the 2026 Annual Meeting of Stockholders is more than thirty days before or after May 13, 2026, then the deadline for submitting such notice is the close of business on the tenth day following the first day on which the notice of the date of the 2026 Annual Meeting was mailed or public disclosure of the date of the annual meeting was otherwise made, whichever occurs first. Stockholder director nominations must meet all of the requirements set forth in our by-laws.
All stockholder proposals (including proxy access nominations) should be sent via certified mail, retureceipt requested, to Knight Transportation, Inc. ; c/o Todd Carlson , Secretary, 2002 West Wahalla Lane, Phoenix, Arizona 85027.
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Non-GAAP Reconciliations and Definitions
FREE CASH FLOW
| 2024 | |||||
|
(in thousands)
|
|||||
|
GAAP: Cash flows from operations
|
$ | 799,063 | |||
|
Adjusted for:
|
|||||
| Proceeds from sale of property and equipment, including assets held for sale | 253,923 | ||||
| Purchases of property and equipment | (819,150) | ||||
|
Non-GAAP: Free cash flow
|
$ | 233,836 | |||
ADJUSTED OPERATING RATIO
| 2024 | |||||
|
(in thousands)
|
|||||
| GAAP: Total revenue | $ | 7,410,078 | |||
| Total operating expenses | (7,166,690) | ||||
| Operating income | $ | 243,388 | |||
| Operating ratio | 96.7 | % | |||
| Non-GAAP Presentation | |||||
| Total revenue | $ | 7,410,078 | |||
| Truckload and LTL fuel surcharge | (798,121) | ||||
| Revenue, excluding truckload and LTL fuel surcharge | 6,611,957 | ||||
| Total operating expenses | 7,166,690 | ||||
| Adjusted for: | |||||
| Truckload and LTL fuel surcharge | (798,121) | ||||
|
Amortization of intangibles1
|
(75,945) | ||||
|
Impairments2
|
(19,012) | ||||
|
Legal accruals3
|
(2,560) | ||||
|
Transaction fees4
|
(602) | ||||
|
Severance expense5
|
(7,219) | ||||
|
Change in fair value of deferred earnout6
|
859 | ||||
| Adjusted Operating Expenses | 6,264,090 | ||||
| Adjusted Operating Income | $ | 347,867 | |||
| Non-GAAP: Adjusted Operating Ratio | 94.7 | % | |||
1"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the consolidated statements of comprehensive income.
2"Impairments" reflects the non-cash impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments).
3"Legal accruals"are included in "Miscellaneous operating expenses" in the consolidated statements of comprehensive income and reflect year-to-date 2024 legal expense reflects the increased estimated exposures for accrued legal matters based on recent settlement agreements.
4"Transaction fees"reflects certain legal and professional fees associated with the July 30, 2024 acquisition of DHE. The transaction fees are primarily included within "Miscellaneous operating expenses" and "Salaries, wages, and benefits" and with smaller amounts included in other line items in the consolidated statements of comprehensive income.
5"Severance expense" is included within "Salaries, wages, and benefits" in the consolidated statements of comprehensive income.
6"Change in fair value of deferred earnout" reflects the benefit for the change in fair value of a deferred earnout related to various acquisitions, which is recorded in "Miscellaneous operating expenses."
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Forward-looking Statements
This proxy statement contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995, as amended. These statements are based on management's current expectations and involve substantial risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include, but are not limited to, statements regarding (i) future actions and benefits relating to our executive compensation programs, (ii) future leadership and succession, (iii) future growth (whether organic or inorganic), profitability, cost management, capital and resource allocation, diversification, LTL and truckload networks, seasonality, cyclicality, and asset intensity, (iv) future effects and performance of acquisitions, including integration efforts with respect thereto, (v) future safety and workforce development initiatives and performance, and (vi) future revenue equipment technology and efficiency. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned under the heading "Risk Factors" in our annual report on Form 10-K, and in the periodic reports that we file with the SEC on Form 10-Q and Form 8-K.
73
Knight Transportation Swift Transportation KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. ATTN: PROXY DEPT. 2002 WEST WAHALLA LANE PHOENIX, AZ 85027 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. EasteTime the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. EasteTime the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign, and date your proxy card and retuit in the postage-paid envelope we have provided or retuit to Knight-Swift Transportation Holdings Inc. , c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Knight-Swift Transportation Holdings Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V43072-P061484 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. The Board of Directors recommends a vote FOR Proposals 1, 2 and 3 and AGAINST Proposal 4. Proposal No. 1: Elect twelve directors, each such director to serve until the 2026 Annual Meeting. NOMINEES For Against Abstain 1a. Amy Boerger 1b. Douglas Col 1c. Reid Dove 1d. Michael Garnreiter 1e. Louis Hobson 1f. Gary Knight 1g. Kevin Knight 1h. Adam Miller 1i. Kathryn Munro 1j. Jessica Powell 1k. Roberta Roberts Shank 1l. David Vander Ploeg For Against Abstain Proposal No. 2: Conduct an advisory, non-binding vote to approve named executive officer compensation. Proposal No. 3: Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2025. Proposal No. 4: Vote on a stockholder proposal regarding support for transparency in political spending. Proposal No. 5: Transact any other business that may properly come before the meeting. Other Action: In their discretion, the proxies are also authorized to vote upon such other matters as may properly come before the annual meeting or any adjournments thereof. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Your signature below should conform to the name in which the shares are held. When shares are held by joint tenants, both must sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
As a Knight-Swift Transportation Holdings Inc. stockholder, you can view the stockholder account on a secured Internet website. By accessing EQ Shareowner Online at www.shareowneronline.com, you can view the account profile, stock detail, and historical stock price information. You can also change your address. In addition, you can use this site to consent to future access to Knight-Swift's annual reports and proxy materials electronically via the Internet. Knight-Swift also provides access to stockholder information, including its annual report and proxy statement, through its website at www.knight-swift.com. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is available at www.proxyvote.com. Detach here from proxy card V67408-P24491 Knight-Swift Transportation Holdings Inc. 2002 West Wahalla Lane Phoenix, Arizona 85027 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD Tuesday, May 13, 2025, 8:30 A.M., Local Time By executing this Proxy, the stockholder constitutes and appoints the Chief Executive Officer, Adam Miller , and the Chief Financial Officer, Andrew Hess , and each of them, as proxies for the stockholder (or if only one proxy is present, that one shall have all power granted herein), with full power of substitution, who may, and by a majority of such proxies, represent the stockholder and vote all shares of common stock that the stockholder is entitled to vote at the Annual Meeting of Stockholders of Knight-Swift Transportation Holdings Inc. to be held on May 13, 2025, at 8:30 A.M., Local Time at 2002 West Wahalla Lane, Phoenix, Arizona 85027, or at any adjournment thereof, on all matters described in the Notice and Proxy Statement for the Annual Meeting as set forth on the reverse side. The stockholder acknowledges receipt of the Notice and Proxy Statement for the 2025 Annual Meeting of Stockholders, grants authority to each of said proxies, or their substitutes, to act in the absence of others, with all the powers which the stockholder would possess if personally present at such meeting, and ratifies and confirms all that said proxies, or their substitutes, may lawfully do in the stockholder's name, place, and stead. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC., AND THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF THE NOMINEES NAMED IN PROPOSAL NO. 1, EACH DIRECTOR TO SERVE UNTIL THE 2026 ANNUAL MEETING, "FOR" PROPOSALS NO. 2 AND 3, AND "AGAINST" PROPOSAL NO. 4. IF NO CHOICE IS SPECIFIED BY YOU, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL OF THE NOMINEES NAMED IN PROPOSAL NO. 1, EACH DIRECTOR TO SERVE UNTIL THE 2026 ANNUAL MEETING, "FOR" PROPOSALS NO. 2 AND 3 AND "AGAINST" PROPOSAL 4. THE PROXIES, IN THEIR DISCRETION, ARE ALSO AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF. SEE REVERSE SIDE TO BE SIGNED ON THE REVERSE SIDE SEE REVERSE SIDE
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