Adam Miller
Knight-Swift Transportation HoldingsAbout Adam Miller
Adam Miller is Chief Executive Officer and a director of Knight-Swift Transportation Holdings Inc. (KNX), age 44, with a B.S. in Accounting from Arizona State University and CPA licensure in Arizona . He joined Knight in 2002, served as Knight CFO (2012–2017), Knight‑Swift CFO (2017–Feb 2024), and President of Swift (Nov 2020–Feb 2024) before being appointed CEO and director in February 2024 . Under his leadership in 2024, KNX reported $7.4B total revenue, a 96.7% operating ratio (94.7% adjusted), net income of $116M, and consolidated revenue growth of 3.8% . Execution highlights include integrating the acquired non‑union regional LTL division of DHE in ~3 months, expanding the LTL network by 51 terminals (~30% door count increase), and ongoing profitability improvement at U.S. Xpress with a $144M annualized run-rate of realized improvement and EPS accretion targeted by 2026 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Knight Transportation | CFO | 2012–2017 | Led finance; prepared Knight for merger; progressed to combined-company CFO . |
| Knight‑Swift Transportation | CFO | 2017–Feb 2024 | Oversaw finance across combined entity; supported diversification and M&A . |
| Swift Transportation | President | Nov 2020–Feb 2024 | Operated largest TL platform; delivered cost/revenue actions enabling U.S. Xpress integration . |
| Knight Refrigerated (subsidiary) | Controller | 2006–2011 | Built controllership capabilities; enhanced reporting discipline . |
| Knight Transportation | SVP Accounting & Finance | 2011–2012 | Strengthened finance/controls; succession to CFO . |
| Knight Transportation | Accounting & Finance roles | 2002–2006 | Foundational finance experience; cultural familiarity . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other current public company board roles disclosed . |
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 803,365 | 774,231 | 888,173 |
| Stock Awards (grant-date fair value) | 2,563,484 | 2,550,311 | 3,063,856 |
| Non-Equity Incentive Plan Compensation | 1,388,475 | — | 827,640 |
| All Other Compensation | 20,182 | 18,432 | 19,145 |
| Total | 4,775,506 | 3,342,974 | 4,798,814 |
Additional base salary detail: Raised from $825,000 to $900,000 in March 2024 upon appointment as CEO; increased to $950,000 in November 2024 .
Performance Compensation
2024 Annual Cash Bonus (plan and outcome)
| Component | Weighting | Target definition | Actual result | Component payout |
|---|---|---|---|---|
| Adjusted Operating Income Growth | 40% | YoY growth in adjusted operating income (ex fuel surcharge; committee may adjust for extraordinary items) | Target not met | 0% of target |
| Consolidated Revenue Growth (ex Trucking & LTL fuel surcharge) | 30% | YoY growth excluding fuel surcharge (committee may adjust) | 4.8% | 40% of target (corresponding band) |
| Strategic Objectives (U.S. Xpress profitability; LTL terminal expansion) | 30% | Committee discretion based on progress | Achieved at 200% | 200% of target |
| ESG Modifier | ±10% | Based on MSCI, Sustainalytics, CDP, EcoVadis, S&P Global scores | +10% | +10% adjustment |
| Total payout | — | — | — | 79.2% of target; $827,640 paid Feb 21, 2025 |
Target bonus potential and vesting logistics:
- 2024 target bonus potential: 110% of base salary (adjusted upon CEO appointment) .
- 2025 target bonus potential: 120% of base salary under a similar metric structure with ESG modifier .
Long-Term Incentives (LTI) – November 30, 2024 grants
| Element | Target value ($) | Units granted | Vesting | Performance period and metrics |
|---|---|---|---|---|
| Performance RSUs (PRSUs) | 1,800,000 | 30,322 | Vests Jan 31, 2028 if earned | 3-year period: 1/1/2025–12/31/2027; one-third company metrics (Adjusted EPS CAGR and consolidated revenue CAGR); two‑thirds relative metrics (peer ranking in total revenue growth and return on net tangible assets); TSR modifier −25% to +25% vs Benchmarking Peer Group . |
| Time-based RSUs | 1,200,000 | 20,215 | 33% on Jan 31, 2026; 33% on Jan 31, 2027; 34% on Jan 31, 2028 | Retention-focused; no dividends on unvested awards; three-year ratable vesting . |
Illustrative PRSU payout grids and TSR modifier for 2025–2027 cycle are detailed in the proxy (CAGR bands and peer ranking ladders; TSR modifier −25% to +25%) .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
- Shares beneficially owned: 169,440; less than 1% of shares outstanding (162,000,854) .
- CEO stock ownership guideline: 5× base salary; all directors/officers are in compliance .
- Anti‑pledging/hedging policy: Designated persons (including CEO) prohibited; only Kevin and Gary Knight have grandfathered pledges; Adam Miller is not disclosed as having any pledges .
Vested Shares and Value Realized (2024)
| Metric | 2024 |
|---|---|
| Shares vested | 34,090 |
| Value on vesting ($) | 1,956,084 |
Outstanding Equity Awards (as of December 31, 2024; stock price $53.04)
| Grant date | Unvested RSUs (#) | Market value ($) | Unearned PRSUs (#) | Market/payout value ($) | Vesting notes |
|---|---|---|---|---|---|
| 12/06/2021 | 5,702 | 302,434 | — | — | RSUs vested 1/31/2025 (100%) . |
| 12/06/2021 | — | — | 14,149 (earned, not yet delivered) | 750,463 | 2021 relative PRSUs vested 1/31/2025 at 112.5% payout; issued March 2025 . |
| 11/30/2022 | 12,087 | 641,094 | 27,060 (target) | 1,435,262 | RSUs vest through 1/31/2026; PRSUs performance 1/1/2023–12/31/2025, vest 1/31/2026 . |
| 12/15/2023 | 17,301 | 917,645 | 64,878 (max reflected, performance > target in 2024) | 3,441,129 | RSUs vest 33% annually 2025–2027; PRSUs performance 1/1/2024–12/31/2026, vest 1/31/2027 . |
| 11/30/2024 | 20,215 | 1,072,204 | 1,251 (threshold; period not started) | 66,353 | RSUs vest 2026–2028; PRSUs performance 1/1/2025–12/31/2027, vest 1/31/2028 . |
Ownership alignment safeguards:
- No dividends on unvested stock awards; double-trigger required for change-of-control vesting; clawback policy compliant with SEC/NYSE rules (3-year look-back) .
Employment Terms
| Provision | Key terms | Economics/quantification |
|---|---|---|
| Change-of-control vesting | Double-trigger for PRSUs (CoC + qualifying termination), at performance through the calendar year of termination; PRSUs do not vest if period hasn’t started; RSUs accelerate upon death/disability . | As of 12/31/2024: Miller PRSUs $2,829,100 under CoC+qual termination; death/disability RSUs $2,933,377 and PRSUs $2,829,100; total $5,762,477 . |
| Non-compete/non-solicit | 6 months post-separation; company may extend up to 12 months; pay monthly base salary during extension (offset by other earnings) . | If extended 12 months, Miller would receive $950,000 (base salary) assuming no offsets . |
| Clawback | Dodd‑Frank/NYSE‑compliant clawback for incentive-based comp upon material restatement; 3-year look-back; repay excess incentive comp . | Policy applies to CEO and covered officers . |
| Anti‑pledging/hedging | Prohibits pledging/hedging by designated persons; no hardship exemption; grandfathered pledges only for Kevin/Gary Knight . | No pledges disclosed for Adam Miller . |
| Tax gross-ups | None (no tax gross-up payments) . | — |
Board Governance (Director Service, Committees, Independence, Oversight)
- Board service: Director since 2024; not independent (executive) .
- Committee roles: None; all standing committees are fully independent (Audit, Compensation, Nominating & Corporate Governance, Finance) .
- Board structure: Separate Executive Chairman (Kevin Knight) and CEO; robust Lead Independent Director (David Vander Ploeg) with defined authority for agendas, sessions, oversight, and liaison with stakeholders .
- Attendance: Board held seven meetings in 2024; all directors attended ≥75% of aggregate Board/committee meetings; all attended the 2024 annual meeting .
- Executive sessions: Independent directors met five times without management present in 2024; four times with Executive Chairman present .
- Director compensation: Non‑employee directors only; officer‑directors (including Adam Miller) do not receive director compensation .
Compensation Committee Design, Peer Groups, and Say‑on‑Pay
- Design: Pay targeted to market median; at-risk emphasis; no re-pricing; no dividends on unvested awards; double-trigger CoC vesting; Anti‑Pledging; ESG modifier in cash bonus; consultant Pearl Meyer independent (no conflicts) .
- Benchmarking Peer Group (examples): ArcBest, C.H. Robinson, GXO Logistics, Hub Group, J.B. Hunt, Landstar, Old Dominion, Ryder, RXO, Saia, Schneider, Werner, XPO, Expeditors .
- Performance Peer Group (relative PRSU): Covenant Logistics, Heartland Express, Marten Transport, Schneider, Werner .
- Say‑on‑Pay support: 98.3% approval at 2024 annual meeting; historically strong support (94.2% approval in 2023) .
Risk Indicators and Related Party Checks
- Investigations/regulatory actions: None disclosed for the Company or its directors/officers in the past two years .
- Section 16 filing compliance: Company reported certain inadvertent late filings for two individuals; no issues disclosed for Adam Miller .
- Related party transactions: Audit Committee oversight; family‑related employment transactions disclosed and approved; no Adam Miller‑specific related party transactions disclosed .
Performance Compensation – Detailed PRSU Framework (for reference)
| Metric | Weighting within PRSUs | Target/pay grid | TSR modifier | Vesting |
|---|---|---|---|---|
| Adjusted EPS CAGR | ~16.7% of total PRSUs (half of company metrics) | 0%–200% based on CAGR bands | −25% to +25% vs Benchmarking Peer Group | Earned shares vest 1/31/2028 . |
| Consolidated revenue CAGR (ex TL/LTL fuel surcharge) | ~16.7% | 0%–200% based on CAGR bands | As above | As above . |
| Return on net tangible assets (peer ranking) | ~33.3% | 0%–200% based on rank vs peers | As above | As above . |
| Total revenue growth (peer ranking) | ~33.3% | 0%–200% based on rank vs peers | As above | As above . |
Historic vesting outcomes: 2021 Relative PRSUs paid at 112.5% (rank second on both metrics; TSR below 40th percentile reduced payout) issuing 14,149 shares to Adam Miller in March 2025; 2021 Target PRSUs did not vest given negative EPS CAGR .
Investment Implications
- Pay‑for‑performance alignment: High at‑risk mix (cash incentives tied to operating income and revenue growth; 60% PRSUs with multi‑metric design and TSR overlay) supports long‑term value creation and relative outperformance focus .
- Near‑term supply/demand for shares: 2024 RSUs/PRSUs create scheduled vesting dates in 2026–2028; 2021 relative PRSU delivery in March 2025 increased share supply but vesting does not necessarily imply selling; insider trading is governed by KNX’s Securities Trading Policy .
- Retention risk: Explicit non‑compete/non‑solicit terms with optional 12‑month extension at base pay (for CEO, $950k) and substantial unvested equity reduce near‑term departure risk .
- Governance mitigants for dual role: CEO also serves on the Board but is non‑independent; separation of Chair and CEO, strong Lead Independent Director, and fully independent committees lessen independence concerns .
- Change‑of‑control economics: Double‑trigger structure and clawback; no gross‑ups; quantified PRSU acceleration values provide transparency without excessive parachute features .