Knight-Swift Transportation Holdings Inc DEF 14A, filed Apr 4, 2024

Knight-Swift Transportation Holdings Inc. (KNX)

DEF 14A 2024-04-04 For: 2024-04-04

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Added on June 12, 2026

About this DEF 14A

Knight-Swift Transportation Holdings Inc filed this DEF 14A on April 4, 2024.

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☐			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


1			Elect twelve (12) directors, each such director to serve until the 2025 Annual Meeting
2			Conduct an advisory, non-binding vote to approve named executive officer compensation
3			Ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for fiscal year 2024
4			Vote on a stockholder proposal regarding managing climate risk through science-based targets and transition planning
5			Transact any other business that may properly come before the meeting


☑			Presides at all executive sessions of the Board
☑			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 Board for consideration
☑			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
☑			Communicates with the Compensation Committee and the Nominating and Corporate Governance Committee regarding key compensation, nominating and governance issues
☑			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
☑			Acts as a liaison for stockholders between the independent directors and the Chairperson, as appropriate
☑			Acts as a liaison between the Chairperson and the independent directors
☑			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
☑			Oversees a robust annual Board self-assessment process
☑			Performs such other duties and exercises such other powers as our by-laws or Board may assign from time to time


Item		Board Vote Recommendation	Page

1	Elect twelve (12) directors, each such director to serve until the 2025 Annual Meeting	ü FOR	17
2	Conduct an advisory, non-binding vote to approve named executive officer compensation	ü FOR	54
3	Ratify the appointment of Grant Thornton as our independent registered public accounting firm for fiscal year 2024	ü FOR	55
4	Vote on a stockholder proposal regarding managing climate risk through science-based targets and transition planning	û AGAINST	58


TENURE (years) 2			AGE (years) 3			DIVERSITY 4			INDEPENDENCE 5


☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-a6(i)(1) and 0-11.


Todd Carlson, Secretary April 4, 2024									IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MAY 14, 2024 STOCKHOLDER MEETING The Company’s proxy statement for the 2024 Annual Meeting and its Annual Report to stockholders for the fiscal year ended December 31, 2023 are available at www.knight-swift.com.


Greenhouse Gas Emissions									Knight-Swift exceeded our 2025 goal of 5% CO2 per mile reduction in 2023, achieving a 7% overall reduction in CO2 emissions per mile since 2019, fully accounting for all acquisitions since that time. This overall reduction was due to a combination of our success at increasing renewable diesel and bio-blended fuel usage across our fleet, as well as our continued efforts in improving fuel economy. Battery-electric vehicle (BEV) deployment took place throughout 2023 with mixed results and we continue to partner with multiple manufacturers to provide real-time feedback on early generation technologies. In 2023, we placed nine BEVs (six day cabs and three yard trucks) into service and expect to take delivery of additional vehicles in 2024, including eight additional battery-electric yard trucks. We continue to progress through our pre-production test of the Cummins 15L natural gas engine and are monitoring hydrogen powered tractors and technologies for breakthroughs in commercial feasibility. These technologies are still maturing, and we will continue to pursue available alternatives to meet our long-term emissions reduction target.



									7% reduction in CO2 emissions per mile since 2019


Accident and Safety Management									We are committed to safe operations. We conduct an intensive driver qualification process, including defensive driving training. We require prospective drivers to meet higher qualification standards than those required by the Department of Transportation (DOT), including extensive background checks and hair follicle drug testing. We regularly communicate with drivers to promote safety and instill safe work habits through effective use of various media and safety review sessions. Because of our commitment to safety, we continue to have a best-in-class DOT reportable crash rate.



									36% decline in DOT reportable crash rates since 2018


Community Support									We are committed to making a positive difference in the lives of our employees and the communities where we live, serve and work. Our employee assistance and community grant programs are funded by voluntary payroll contributions followed by dollar-for-dollar employer matches. In 2023, we continued our tradition of providing support through our employee assistance, community and scholarship grants, and other charitable contributions. Our total charitable giving for the year was more than $1.9 million, which included over 425 independent gifts and grants.



									More than $1.9 million in community support in 2023


Workforce Culture									We foster a culture of collaboration, innovation, and trust. We believe in empowering team members to reach their full potential by providing a supportive and inclusive work environment. Collectively, we strive for excellence, embracing continuous learning and development, all while providing as many pathways to success as possible. •Over 5,800 training courses available •Over 43,000 individual learners •Over 285,000 learning hours completed •470 participants in our tuition covered college program, Go the Distance •6 unique Employee Resource Groups •Women in leadership positions (Director +) has increased to 22%



									Over 285,000 learning hours completed in 2023


Corporate Governance									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. •Executive compensation plan design that aligns our executives’ interests with corporate strategy, including ESG component in Cash Bonus Plan •Strong independent Board oversight: 2/3 independent Board, with fully independent Audit, Compensation, Nominating and Corporate Governance, and Finance Committees, and robust Lead Independent Director role •Nominating and Corporate Governance Committee oversight of ESG risks, plans, policies, and disclosures •Board diversity (33% women directors, two of 12 directors bringing racial diversity) •Separation of Chairperson and CEO roles •Annual election of directors •Majority voting standard for director elections •Rigorous annual Board self-assessment



									Women represent 33% of our Board of Directors


TABLE OF CONTENTS

			PAGE
Proxy Statement Summary			1

Proxy Statement			3

The Board of Directors and Corporate Governance			3

Compensation Committee Interlocks and Insider Participation			16

Relationships and Related Party Transactions			16

Proposal One: Election of Directors			17

Director Compensation			24

Management			25

Compensation Committee Report			29

Executive Compensation			30

Security Ownership of Certain Beneficial Owners and Management			52

Proposal Two: Advisory, Non-Binding Vote to Approve Named Executive Officer Compensation			54

Proposal Three: Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2024			55

Audit Committee Report			56

Audit and Non-A udit Fees			57

Proposal Four: Stockholder Proposal Regarding Managing Climate Risk through Science-Based Targets and Transition Planning			58

Delinquent Section 16(a) Reports			60

Questions and Answers About the Proxy Materials and the Annual Meeting			61

Other Matters			64

Additional Information			64

Stockholder Proposals			64

Non-GAAP Reconciliation and Definitions			66

Forward-looking Statements			66


Audit Committee MEMBERS Michael Garnreiter (Chair) Amy Boerger Louis Hobson Jessica Powell Roberta Roberts Shank David Vander Ploeg MEETINGS IN 2023: 10									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 Securities and Exchange Commission ("SEC"). The Audit Committee operates pursuant to a charter, which is available at www.knight-swift.com.



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 SEC’s regulations. Mr. Garnreiter has been designated as the audit committee financial expert. Mr. Garnreiter is an independent director under the rules of the NYSE.
The Audit Committee Report with respect to our financial statements is on page 56.									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.


Compensation Committee MEMBERS Roberta Roberts Shank (Chair) Kathryn Munro Robert Synowicki, Jr. MEETINGS IN 2023: 6
									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 SEC; and •oversees human capital management. The Compensation Committee operates pursuant to a charter, which is available at www.knight-swift.com.


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. Pearl Meyer, the Company’s compensation consultant, is independent and no conflict of interest exists.
The Compensation Committee Report with respect to our executive compensation is on page 29.


☒			No fee required.


☐			Fee paid previously with preliminary materials.


			2002 WEST WAHALLA LANE PHOENIX, AZ \| 85027


			2002 WEST WAHALLA LANE PHOENIX, AZ \| 85027


Finance Committee MEMBERS Robert Synowicki, Jr. (Chair) Michael Garnreiter Louis Hobson MEETINGS IN 2023: 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.


All members of the Finance Committee are independent.


Nominating and Corporate Governance Committee MEMBERS David Vander Ploeg (Chair) Amy Boerger Louis Hobson Kathryn Munro Jessica Powell Robert Synowicki, Jr. MEETINGS IN 2023: 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. The Nominating and Corporate Governance Committee operates pursuant to a charter, which is available at www.knight-swift.com


All members of the Nominating and Corporate Governance Committee are independent.


Executive Committee									The Executive Committee did not hold any meetings in 2023. 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 Kevin Knight (Chair), Gary Knight, Kathryn Munro, and David Vander Ploeg.




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. Reid Dove, Michael Garnreiter, Louis Hobson, Gary Knight, Kevin Knight, Adam Miller, Robert Synowicki, Jr., and David Vander Ploeg and Mses. Amy Boerger, Kathryn Munro, Jessica Powell, and Roberta Roberts Shank as directors to hold office for a term of one year, expiring at the close of the 2025 Annual Meeting, or until such director’s successor is elected and qualified or such director’s earlier death, resignation or removal. The Board believes that these directors are well-qualified and experienced to direct and manage the Company’s operations and business affairs and will represent the interests of the stockholders as a whole, as described in the biographical information for each of these nominees, as of the Record Date, set forth below under the heading “Nominees for Director.” 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. Amy Boerger Mr. Reid Dove Mr. Michael Garnreiter Mr. Louis Hobson Mr. Gary Knight Mr. Kevin Knight Mr. Adam Miller Ms. Kathryn Munro Ms. Jessica Powell Ms. Roberta Roberts Shank Mr. Robert Synowicki Mr. David Vander Ploeg
The Board of Directors unanimously recommends a vote FOR each of the director nominees listed herein.



AMY BOERGER						Ms. Boerger served as Vice President and General Manager at Cummins Inc. until her retirement in March 2023. Ms. Boerger worked for Cummins for 39 years. During this time, much of her work was focused on the North American highway market, pioneering advancements of the trucking industry through building relationships with stakeholders and contributing to Cummins’ Emissions Solutions business. Ms. Boerger currently serves on the board of directors of Rush Enterprises, Inc., a premier solution to the commercial vehicle industry. Prior to serving as Cummins’ Vice President and General Manager, Ms. Boerger worked as a product engineer and account executive. Ms. Boerger holds a Bachelor of Science in Mechanical Engineering from Valparaiso University. The Board believes Ms. Boerger’s extensive and broad experience in the transportation industry will provide insight with the industry and continuing challenging regulatory environment.
Age: 61 \| Director Since 2023 \| Independent: Yes Committees: Audit, Nominating and Governance Other Current Company Boards: Rush Enterprises, Inc.



REID DOVE						Mr. Dove was appointed to the board of directors of Knight-Swift in connection with our acquisition of AAA Cooper Transportation, a leading LTL carrier, and has served as a member of the board of directors of Knight-Swift since 2021. Mr. Dove joined AAA Cooper Transportation (our subsidiary since July 2021) in 1994 and served multiple roles within the company, including currently serving as Chief Executive Officer of AAA Cooper Transportation. He is involved in many civic, educational and charitable boards both nationally and in his home state of Alabama. Mr. Dove earned his Bachelor’s degree in Supply Chain from Auburn University. The Board believes Mr. Dove provides valuable industry insight and perspective by virtue of his many years of executive-level leadership experience in the industry.
Age: 52 \| Director Since 2021 \| Independent: No Committee: None Other Current Company Boards: Blue Cross Blue Shield – Alabama



MICHAEL GARNREITER						Mr. Garnreiter has served as a member of the board of directors of Knight since 2003. Mr. Garnreiter currently provides financial consulting services to certain business of various sizes and during 2021 through 2023 Mr. Garnreiter served as Interim Chief Financial Officer for LeVecke Corporation, a privately held distilled spirits bottling company. Mr. Garnreiter served as treasurer of Shamrock Foods Company, a privately held manufacturer and distributor of foods and food-related products, from 2012 until his retirement in December 2015. From 2010 until 2012, Mr. Garnreiter was a managing director of Fenix Financial Forensics LLC, which provides financial analysis, forensic accounting, litigation support, and other dispute resolution services. Mr. Garnreiter is also the Chairman of the board of directors and chair of the audit committee of Axon Enterprise, Inc. (formerly, Taser International, Inc.), a manufacturer of less-lethal protection devices; chair of the audit and executive committees for Amtech Systems, Inc., a supplier of horizontal diffusion furnace systems; and is the former Chairman and current member of the board of directors of Banner Health Systems, a nonprofit multistate hospital system based in Phoenix, Arizona. Mr. Garnreiter began his career with Arthur Andersen LLP in 1974 after graduating with a Bachelor of Science degree in accounting from California State University at Long Beach, ultimately serving as a senior audit partner. Mr. Garnreiter is a Certified Public Accountant and is a Certified Fraud Examiner. As a member of our Board, Mr. Garnreiter offers financial, accounting, and managerial expertise gained from the various executive and supervisory roles he has held throughout his career. The experience acquired through Mr. Garnreiter’s positions as a director of several publicly traded and privately held companies benefit the Company, the Board, and our stockholders.

Age: 72 \| Director Since 2003 \| Independent: Yes Committees: Audit (Chair), Finance Other Current Company Boards: Axon Enterprise, Inc., Amtech Systems, Inc., Banner Health Systems



LOUIS HOBSON						Mr. Hobson has served as a member of the board of directors of Knight-Swift since 2021. Since 2019, Mr. Hobson has served as the Senior Vice President of North America Flood Insurance for Chubb Insurance, LTD, a publicly traded property and casualty insurance company. From 2017 through 2018, Mr. Hobson served as the President and Chief Executive Officer of National Flood Services, a provider of business process services in flood insurance. From 2015 through 2017, Mr. Hobson served as Executive Vice President of Aon National Flood Services, a financial service and insurance company. From 2004 to 2013, Mr. Hobson held many roles, including Principal, with the Boston Consulting Group, a management consulting firm, where he served as an advisor to C-suite executives of Fortune 500 companies, providing counsel on a wide range of topics, including competition, growth, turnaround, and talent. From 2017 through 2018, Mr. Hobson was a member of the board of the American Red Cross of Chicago and Northern Illinois. In 2022, Mr. Hobson rejoined the board of the American Red Cross of Illinois and currently is a member of the Board Development and Bio Medical Services Committees. Mr. Hobson holds a Bachelor of Science degree in Electrical Engineering and a Master’s degree in Business Administration, both from Stanford University. The Board believes Mr. Hobson’s extensive executive-level leadership and business experience through a variety of economic environments makes him a valuable asset for the Board and the Company.
Age: 43 \| Director Since 2021 \| Independent: Yes Committees: Audit, Nominating and Corporate Governance, Finance Other Current Company Boards: American Red Cross of Illinois



GARY KNIGHT						Mr. Knight has served as a Vice Chairman of the board of directors of Knight since 2004, and currently serves as the Vice Chairman of the Company. Mr. Knight served as Knight’s President from 1993 to 2004, and has been one of Knight’s officers and a member of Knight’s Board since 1990. From 1975 until 1990, Mr. Knight was employed by Swift, where he was an Executive Vice President. Mr. Knight is the first cousin of Kevin Knight. The selection of Mr. Knight as a director was based upon, among other things, his significant leadership experience and knowledge of the Company. Mr. Knight’s qualifications to serve on our Board also include his extensive knowledge of the transportation industry.
Age 72 \| Director Since 2004 \| Independent: No Committee: Executive Other Current Company Boards: None



KEVIN KNIGHT						Mr. Knight has served as the Chairman of the board of directors of Knight since 1999 (including as the Executive Chairman since January 2015) and served as the CEO of Knight from 1993 through December 2014, and currently serves as a full-time executive officer of the Company in his role as Executive Chairman. He has been one of our officers and directors since 1990. From 1975 to 1984 and again from 1986 to 1990, Mr. Knight was employed by Swift, where he served as Executive Vice President and President of Cooper Motor Lines, Inc., a former Swift subsidiary. Mr. Knight is the first cousin of Gary Knight. The selection of Mr. Knight as a director was based, among other things, upon his extensive experience in business operations, knowledge of the transportation industry, and exemplary executive leadership and mentorship since Knight’s founding. Mr. Knight also has exhibited commendable dedication to our financial and operating performance.
Age 67 \| Director Since 1999 \| Independent: No Committees: Executive (Chair) Other Current Company Boards: None



ADAM MILLER						Mr. Miller joined Knight in 2002. In February 2024, Mr. Miller was appointed Chief Executive Officer of Knight-Swift Transportation Holdings Inc., prior to which he served as President of Swift (since November 2020) and CFO of Knight-Swift Transportation Holdings Inc. (since the merger with Swift in September 2017). Before the merger, Mr. Miller served as CFO for Knight since 2012, and also served as the Secretary and Treasurer since 2011. Prior to becoming CFO of Knight, Mr. Miller served as the Senior Vice President of Accounting and Finance from 2011 to 2012 and as Controller of Knight Refrigerated, LLC, a subsidiary of Knight, from 2006 to 2011. Prior to his appointment as Controller of Knight Refrigerated, LLC, Mr. Miller served in several other accounting and finance positions at Knight since 2002. Mr. Miller earned his Bachelor of Science degree in Accounting from Arizona State University and is a Certified Public Accountant in the state of Arizona. The selection of Mr. Miller as a director was based, among other things, upon his extensive transportation, leadership, and finance experience and his deep understanding of Company culture and commitment to maintaining our financial and operating performance.
Age 43 \| Director Since 2024 \| Independent: No Committee: None Other Current Company Boards: None



KATHRYN MUNRO						Ms. Munro has served as a member of the board of directors of Knight since 2005. She is a principal of BridgeWest, LLC, a private equity investment company specializing in wireless technology companies, a position she has held since 2003. Prior to BridgeWest, Ms. Munro spent 20 years at Bank of America Corporation where she held a variety of senior executive positions. Ms. Munro has served on the board of directors of Pinnacle West Capital Corporation, an investor-owned electric utility holding company, since 2002. Ms. Munro also served on the board of Premera Blue Cross, a privately held health insurance company, from 2007 to 2019 and on the board of Flow International Corp from 1996 to 2011. The Board, upon the recommendation of the Nominating and Corporate Governance Committee (without Ms. Munro present), has, in accordance with its Corporate Governance Guidelines, approved a waiver to the retirement age for directors for Ms. Munro to stand for reelection at the 2024 Annual Meeting, and determined that such waiver was in the best interests of the Company because of her continued valuable contributions to the Board, promotion of gender and tenure diversity on the Board, and her extensive knowledge and familiarity with the Company. From her distinguished career in commercial banking, Ms. Munro brings business acumen and financial knowledge to our Board and provides insightful guidance and independent leadership.
Age 75 \| Director Since 2005 \| Independent: Yes Committees: Compensation, Nominating and Corporate Governance, Executive Other Current Company Boards: Pinnacle West Capital Corporation



JESSICA POWELL						Ms. Powell currently serves as Associate General Counsel for California Closet Company, Inc., a large manufacturer, designer, and installer of custom storage solutions throughout North America. Prior to her work for California Closets, Ms. Powell was a partner at a law firm, Ryley Carlock & Applewhite (“RCA”) from 2014 to 2021. Ms. Powell was a leader of the Corporate, Banking and Real Estate practice group at RCA and represented transportation, banking and technology companies as an attorney for over 15 years. During her legal career, Ms. Powell gained extensive experience in legal, regulatory, compliance and governance matters, and has frequently advised clients on securities and finance matters, mergers and acquisitions and intellectual property strategy, amongst numerous other issues. Ms. Powell holds a Bachelor of Arts degree in International Relations from Stanford University and a Juris Doctor from the University of Chicago. The Board believes Ms. Powell’s wide-ranging legal, corporate, regulatory, and governance experience makes her a valuable asset for the Board and the Company.
Age 43 \| Director Since 2023 \| Independent: Yes Committees: Audit, Nominating and Corporate Governance Other Current Company Boards: None



ROBERTA ROBERTS SHANK						Ms. Roberts Shank was appointed to the board of directors of Knight in February 2016. Ms. Roberts Shank currently serves as the Chief Executive Officer, President, and director of Chas Roberts A/C and Plumbing, Arizona's largest residential air conditioning installer, a position she has held since 2000. For her role at Chas Roberts, Ms. Roberts Shank was named the 2014 CEO of the Year by the ACE Awards, in addition to previously being named one of Arizona's most dynamic women in business, winning the Greater Phoenix Chamber of Commerce Impact Award. Ms. Roberts Shank also serves on the Board of U-Haul, North America's largest "do-it-yourself' moving and storage operator, since December 2019, previously serving on their Advisory Board. In addition, Ms. Roberts Shank has served in multiple civic and community roles, including the Boys and Girls Club of Metro Phoenix and the City of Phoenix planning commission and Greater Phoenix Leadership. The Board believes Ms. Roberts Shank’s extensive executive-level leadership and business experience through a variety of economic environments makes her a valuable asset for the Board and the Company.
Age 57 \| Director Since 2016 \| Independent: Yes Committees: Audit, Compensation (Chair) Other Current Company Boards: U-Haul, Chas Roberts A/C and Plumbing Inc., Greater Phoenix Leadership



ROBERT SYNOWICKI						Mr. Synowicki has served on the board of directors of Knight since February 2016. Mr. Synowicki served in multiple roles with Werner Enterprises, Inc., a publicly traded national trucking company, for over 25 years, most recently serving as Executive Vice President of Driver Resources from 2010 until December 2015, where he oversaw recruitment and other critical professional driver initiatives. In addition, Mr. Synowicki served as Chief Financial Officer, Chief Operating Officer, and Chief Information Officer at various times during his career with Werner. Mr. Synowicki has also served as a member of the Board of the American Trucking Associations and the Truckload Carriers Association. Mr. Synowicki is a Certified Public Accountant (inactive) and currently serves on the board of directors of Blue Cross Blue Shield - Nebraska, as Finance Committee Vice Chairman and a member of the Audit Committee. He earned a Bachelor of Science degree in Biology and a Bachelor of Science in Business Administration, Accounting from the University of Nebraska. The Board believes Mr. Synowicki provides financial and accounting expertise, past public company experience, and valuable industry insight and perspective by virtue of his many years of leadership experience in the industry.
Age 65 \| Director Since 2016 \| Independent: Yes Committees: Compensation, Finance (Chair), Nominating and Corporate Governance Other Current Company Boards: Blue Cross Blue Shield - Nebraska



DAVID VANDER PLOEG						Mr. Vander Ploeg has served on the board of directors of Knight-Swift since 2017 and currently serves as our lead independent director. He currently serves as Founder and President of Dutchman Advisors, LLC, a management consulting, and private investment company. Mr. Vander Ploeg previously served on the board of directors of Swift from 2009 to 2017. Mr. Vander Ploeg is the retired Executive Vice President and CFO of School Specialty, Inc., a distributor of products and curriculum solutions in the education marketplace, where he served from 2008 until December 2013. Prior to that role, Mr. Vander Ploeg spent 24 years at Schneider National, Inc., a provider of transportation and logistics services and was Executive Vice President and CFO from 2004 until his departure in 2007. Prior to joining Schneider, Mr. Vander Ploeg was a senior auditor for Arthur Andersen. Mr. Vander Ploeg currently serves on the board of directors of The Clearwing Group, a multidisciplined suite of companies specializing in live event support and permanent systems integration. He is a past board member at Energy Bank, Inc., Bellin Psychiatric Hospital, Dutchland Plastics Corp., and Carson Dellosa. Mr. Vander Ploeg holds a Bachelor’s degree in accounting and a Master’s degree in business administration from the University of Wisconsin-Oshkosh. Mr. Vander Ploeg’s qualifications to serve on our Board include his extensive experience in the transportation and logistics services industry and his past public company and finance and audit experience provide us with valuable insight on public company governance practices.
Age 65 \| Director Since 2009 \| Independent: Yes Committee: Finance, Audit, Nominating and Corporate Governance (Chair), Executive Other Current Company Boards: The Clearwing Group


	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


Director	Fees Earned or Paid in Cash		Stock Awards Cash Value 1		All Other Compensation	Total
Amy Boerger	$	98,334	$	—	—	$	98,334
Michael Garnreiter	90,000		132,453		—	222,453
Louis Hobson	98,500		122,477		—	220,977
Kathryn Munro	78,000		152,462		—	230,462
Jessica Powell	96,000		122,477		—	218,477
Roberta Roberts Shank	32,500		192,479		—	224,979
Robert Synowicki, Jr.	99,000		122,477		—	221,477
David Vander Ploeg	103,500		132,453		—	235,953



						Todd Carlson, 64 GENERAL COUNSEL AND SECRETARY Mr. Carlson has served as our General Counsel and Secretary since September 2017. Prior to his current position, Mr. Carlson served as the General Counsel of Knight since 2007. Prior to joining Knight, Mr. Carlson was Vice President and Corporate Counsel at Swift from 1991 to 2007. Mr. Carlson received his Bachelor of Science degree in Accounting from the University of Nebraska and earned his Juris Doctor degree from the University of Nebraska College of Law. Mr. Carlson is admitted to practice law in the State of Arizona.



						Mark Deere, 60 EXECUTIVE VICE PRESIDENT OF SWIFT DEDICATED FLEET SERVICES Mark Deere is the Executive Vice President of Swift Dedicated Fleet Services, one of the nation's largest dedicated fleet providers. He also has responsibility for our growing warehousing and fulfillment business. During his 21-year Swift career, he has held executive leadership roles in both Dedicated and Linehaul Operations, including stints as Vice President Customer Service, Vice President Network Capacity Management, Vice President Western Operations, and Vice President Dedicated Sales. He joined Swift via the M.S. Carriers acquisition in 2001. Mark is a 30+ year veteran of the transportation industry with prior leadership roles as Senior Vice President Operations at Transport Industries and President of Lake Shore-Pacific Corporation, along with multiple managerial positions at CRST International and Hormel Foods. Mark holds both a Bachelor of Business Administration degree in Finance and a Master of Business Administration degree from the University of Iowa.