Knight-Swift Transportation Holdings Inc DEF 14A, filed Apr 3, 2025

Knight-Swift Transportation Holdings Inc. (KNX)

DEF 14A 2025-04-03 For: 2025-04-03

View Original

Added on June 12, 2026

About this DEF 14A

Knight-Swift Transportation Holdings Inc filed this DEF 14A on April 3, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☐			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 2026 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 2025
4			Vote on a stockholder proposal regarding support for transparency in political spending
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 2026 Annual Meeting	ü FOR	19
2	Conduct an advisory, non-binding vote to approve named executive officer compensation	ü FOR	60
3	Ratify the appointment of Grant Thornton as our independent registered public accounting firm for fiscal year 2025	ü FOR	61
4	Vote on a stockholder proposal regarding support for transparency in political spending	û AGAINST	64


l			Executive compensation plan design that aligns our executives’ interests with corporate strategy
l			2/3 independent Board
l			Fully independent Audit, Compensation, Nominating and Corporate Governance, and Finance Committees
l			Robust Lead Independent Director role
l			Separation of Chairperson and CEO roles
l			Annual election of directors


☐			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 3, 2025									IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MAY 13, 2025 STOCKHOLDER MEETING The Company’s proxy statement for the 2025 Annual Meeting and its Annual Report to stockholders for the fiscal year ended December 31, 2024 are available at www.knight-swift.com.


			Cybersecurity and Information Security Governance Highlights
l			Comprehensive reporting to our Nominating and Corporate Governance Committee (both scheduled and real-time) in response to key developments
l			Multi-format reporting approach, with presentations to Nominating and Corporate Governance Committee as well as memoranda addressing key issues
l			Cross-functional approach to addressing cybersecurity risk, with Technology, Operations, Risk, Legal, and Corporate Audit functions presenting to the Nominating and Corporate Governance Committee on key topics
l			Collaborative approach, working with a wide range of key stakeholders to manage risk, and share and respond to intelligence
l			Annual penetration testing by an external expert that specializes in information technology security with overview of results provided to the Nominating and Corporate Governance Committee
l			Annual review by the Nominating and Corporate Governance Committee of the Company’s cybersecurity insurance policy to ensure adequate coverage exists, designed to minimize the financial impact of a cybersecurity event
l			No fines, penalties, or settlements against the Company in its history for information security breaches
l			No material information security breaches in the last four years
			Oversight of Cybersecurity and Information Security Risk by Nominating and Corporate Governance Committee
Our Board recognizes the importance of maintaining the trust and confidence of our customers, driving associates, and employees and has tasked the Nominating and Corporate Governance Committee with oversight of information security risk. The Nominating and Corporate Governance Committee is composed entirely of independent directors and therefore independently oversees information security. As a part of its objective, independent oversight of the key risks facing our company, the Nominating and Corporate Governance Committee devotes significant time and attention to data and systems protection, including cybersecurity and information security risk. The Nominating and Corporate Governance Committee oversees management’s approach to staffing, policies, processes, and practices designed to gauge and address cybersecurity and information security risk. Our Nominating and Corporate Governance Committee receives regular presentations and reports throughout the year on cybersecurity and information security risk. These presentations and reports address a broad range of topics, including updates on technology trends, regulatory developments, legal issues, policies and practices, the threat environment and vulnerability assessments, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats. Our Chief Information Officer and Vice President of IT Security, who we refer to collectively as "Cybersecurity Leadership," identify and address risk in both the technology and cybersecurity areas, with such risks incorporated into our risk management program. In addition, the Nominating and Corporate Governance Committee reviews all information security risks with Cybersecurity Leadership, as well as the management Risk Committee, to make sure such risks are appropriately identified, monitored, tested, and mitigated. In 2024, we implemented an Enterprise Risk Management System, a systematic, organization-wide approach to evaluating the effectiveness of risk mitigation, supporting strategic decision-making, and navigating challenges across the organization. Additionally, the Nominating and Corporate Governance Committee receives timely reports from management on key developments and incidents across our industry, as well as specific information about peers and vendors.
Under the Nominating and Corporate Governance Committee’s oversight, management works closely with key stakeholders, including technology partners, regulators, government agencies, law enforcement, peers, and industry groups, and develops and invests in talent and innovative technology in order to manage cybersecurity and information security risk. Our company has information security employees augmented by service providers, enabling us to monitor and promptly respond to threats and incidents, innovate and adopt new technologies, as appropriate, and drive industry efforts to address shared cybersecurity risks. All employees, contractors, and those with access to our company’s systems receive comprehensive education on responsible information security, data security, and cybersecurity practices and how to protect data against cyber threats.


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			18

Relationships and Related Party Transactions			18

Proposal One: Election of Directors			19

Director Compensation			26

Management			27

Compensation Committee Report			31

Executive Compensation			32

Security Ownership of Certain Beneficial Owners and Management			58

Proposal Two: Advisory, Non-Binding Vote to Approve Named Executive Officer Compensation			60

Proposal Three: Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2025			61

Audit Committee Report			62

Audit and Non-A udit Fees			63

Proposal Four: Stockholder Proposal Regarding Support for Transparency in Political Spending			64

Delinquent Section 16(a) Reports			66

Questions and Answers About the Proxy Materials and the Annual Meeting			67

Other Matters			70

Additional Information			70

Stockholder Proposals			70

Non-GAAP Reconciliation and Definitions			72

Forward-looking Statements			73


	Ms. Boerger	Mr. Col	Mr. Dove	Mr. Garnreiter	Mr. Hobson	Mr. Gary Knight	Mr. Kevin Knight	Mr. Miller	Ms. Munro	Ms. Powell	Ms. Roberts Shank	Mr. Vander Ploeg
6	62	60	53	73	44	73	68	44	76	44	58	66
Age (years)


Audit Committee MEMBERS Michael Garnreiter (Chair) Amy Boerger Louis Hobson Jessica Powell Roberta Roberts Shank David Vander Ploeg 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 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 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.


Compensation Committee MEMBERS Roberta Roberts Shank (Chair) Kathryn Munro Robert Synowicki, Jr.* 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 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 31. * Mr. Synowicki is not standing for reelection.


Finance Committee MEMBERS Robert Synowicki, Jr. (Chair)* Douglas Col Michael Garnreiter Louis Hobson 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.



All members of the Finance Committee are independent. * Mr. Synowicki is not standing for reelection.


Nominating and Corporate Governance Committee MEMBERS David Vander Ploeg (Chair) Amy Boerger Douglas Col Louis Hobson Kathryn Munro Jessica Powell Robert Synowicki, Jr.* 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. 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. * Mr. Synowicki is not standing for reelection.


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 Kevin Knight (Chair), Gary Knight, Kathryn Munro, and David Vander Ploeg.


☒			No fee required.


☐			Fee paid previously with preliminary materials.


			2002 WEST WAHALLA LANE PHOENIX, AZ \| 85027


			Composition of Board




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. Douglas Col, Reid Dove, Michael Garnreiter, Louis Hobson, Gary Knight, Kevin Knight, Adam Miller, 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 2026 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. Douglas Col 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. 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: 62 \| Director Since 2023 \| Independent: Yes Committees: Audit, Nominating and Corporate Governance Other Current Company Boards: Rush Enterprises, Inc.



DOUGLAS COL						Mr. Col served as Executive Vice President and Chief Financial Officer of Saia, Inc., a transportation company providing less-than-truckload services across North America, from January 2020 through his retirement as Chief Financial Officer in May 2024. Mr. Col joined Saia in 2014 as Vice President and Treasurer. Prior to joining Saia, Mr. Col was a director in the transportation investment banking group at Cowen and Company from 2012 to 2013. From 2006 to 2011, Mr. Col was an equity analyst at Wellspring Management where he focused on industrial and transportation sectors. Mr. Col was a fund manager at Red Rock Partners from 2004 to 2006. Mr. Col is a current member of the board of directors of Proficient Auto Logistics, Inc., a specialized freight company focused on providing automobile transportation and logistics services. Mr. Col received his MBA from Vanderbilt University – Owen Graduate School of Management in 1994 and spent ten years at Morgan Keegan & Company where he was a Managing Director focused on transportation equities. Mr. Col also has a Bachelor of Civil Engineering degree from the Georgia Institute of Technology. The Board believes Mr. Col’s extensive industry experience brings valuable guidance to our Board.
Age: 60 \| Director Since 2025 \| Independent: Yes Committees: Finance, Nominating and Corporate Governance Other Current Company Boards: Proficient Auto Logistics, 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 as the former Chief Executive Officer of AAA Cooper Transportation, a position held through June 2024, and the current Chairman of the Board 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: 53 \| Director Since 2021 \| Independent: No Committee: None Other Current Company Boards: Gardian Industries; Good Day Farm



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: 73 \| 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 and since 2024, Mr. Hobson has served as President of StreamLabs, both 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: 44 \| 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 73 \| 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 68 \| 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 as a director and 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 44 \| 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, from 2002 to 2024. Ms. Munro is a past board member at Premera Blue Cross, Tosco Corporation, Central Newspapers, and Flow International Corp. 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 waivers to the retirement age for directors for Ms. Munro to stand for reelection at the 2024 and 2025 Annual Meetings, and determined that such waivers were 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 76 \| Director Since 2005 \| Independent: Yes Committees: Compensation, Nominating and Corporate Governance, Executive Other Current Company Boards: None



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 44 \| Director Since 2023 \| Independent: Yes Committees: Audit, Nominating and Corporate Governance Other Current Company Boards: None



ROBERTA ROBERTS SHANK						Ms. Roberts Shank has been a member of Knight's board of directors since February 2016, bringing over two decades of executive leadership experience and operational expertise. As the Chief Executive Officer, President, and Director of Chas Roberts A/C and Plumbing, Arizona's largest residential air conditioning installer, she has led the company since 2000. During her tenure, Ms. Roberts Shank has driven significant growth, operational efficiency, and market leadership, ensuring sustained profitability and customer satisfaction. Her strategic acumen has earned her numerous accolades, including the 2014 CEO of the Year by the ACE Awards and recognition as one of Arizona's most dynamic women in business. She was also honored with the Greater Phoenix Chamber of Commerce Impact Award for her contributions to the region's economic and community development. Ms. Roberts Shank further strengthens her governance credentials as a board member of U-Haul, North America's largest "do-it-yourself" moving and storage operator, since December 2019, and previously served on their Advisory Board. Her governance experience is complemented by a deep commitment to community service through leadership roles with the Boys and Girls Club of Metro Phoenix, the City of Phoenix Planning Commission, and Greater Phoenix Leadership. The Board values Ms. Roberts Shank as an indispensable asset, citing her proven track record of delivering business results, guiding organizations through dynamic economic environments, and her ability to align operational excellence with long-term shareholder value.
Age 58 \| 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



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. He is a past board member at The Clearwing Group, 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 66 \| Director Since 2009 \| Independent: Yes Committee: Audit, Nominating and Corporate Governance (Chair), Executive Other Current Company Boards: None


	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


Director1	Fees Earned or Paid in Cash		Stock Awards Cash Value2		All Other Compensation		Total
Amy Boerger	$	106,000	$	129,984	$	—	$	235,984
Michael Garnreiter	90,000		149,974		—		239,974
Louis Hobson	91,000		149,974		—		240,974
Kathryn Munro	63,500		169,964		—		233,464
Jessica Powell	106,000		129,984		—		235,984
Roberta Roberts Shank	22,500		219,988		—		242,488
Robert Synowicki, Jr.3	109,500		129,984		—		239,484
David Vander Ploeg	135,000		129,984		—		264,984



						Todd Carlson, 65 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, 61 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.



						James Fitzsimmons, 53 CHIEF OPERATING OFFICER OF SWIFT Mr. Fitzsimmons joined Swift in 1993. Mr. Fitzsimmons has served as the Chief Operating Officer of Swift since May 2023. Prior to his current position, Mr. Fitzsimmons served as the Executive Vice President of Operations of Swift from September 2018 until May 2023 and Senior Vice President of Operations of Swift from January 2018 until September 2018. Mr. Fitzsimmons served as Regional Vice President of Swift from 2006 to January 2018. He graduated with a Bachelor’s degree in Business Management from Arizona State University.



						Cary Flanagan, 52 EXECUTIVE VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER Mr. Flanagan has served as our Executive Vice President and Chief Accounting Officer since July 2023. Mr. Flanagan served as Swift’s Senior Vice President and Chief Accounting Officer from September 2017 to July 2023. Prior to his current position, Mr. Flanagan served as Swift’s Vice President and Corporate Controller from 2008 to September 2017 and as its Director of Financial Reporting at Swift from 2006 to 2008. Prior to joining Swift, Mr. Flanagan served in various accounting positions from 1994 to 2006, including as an Audit Manager with KPMG LLP from 2000 to 2004 and an Audit Senior at Perkins & Co. from 1996 to 2000. Mr. Flanagan earned his Bachelor’s degree in Accounting from the University of Puget Sound and is a Certified Public Accountant.



						Timothy Harrington, 55 PRESIDENT OF U.S. XPRESS Mr. Harrington was appointed President of U.S. Xpress following the acquisition in July 2023. Prior to his current role, he served as the Executive Vice President of Sales of Swift from April 2018 to July 2023. Mr. Harrington held various roles in operations and sales including Regional Vice President of Sales of Swift from 2016 to April 2018 and Vice President of Network Operations of Swift from 2011 to 2016. Mr. Harrington earned his Bachelor's degree in English from the University of South Dakota.