Amy Boerger

About Amy Boerger

Amy Boerger is an independent director of Knight-Swift Transportation Holdings Inc. (KNX), serving since 2023. She spent 39 years at Cummins Inc., culminating as Vice President and General Manager, with deep exposure to the North American highway market and emissions solutions; she holds a B.S. in Mechanical Engineering from Valparaiso University . Boerger is 62 years old (2025 proxy) and serves on the Audit and Nominating & Corporate Governance Committees .

Past Roles

External Roles

Board Governance

• Independence: KNX board is two-thirds independent; Boerger is independent under NYSE standards .
• Committee assignments: Audit; Nominating & Corporate Governance (not a chair) .
• Committee chairs for context: Audit Chair—Michael Garnreiter; Nominating & Corporate Governance Chair—David Vander Ploeg .
• Meeting cadence and attendance: Board met 7 times in 2024; all directors attended ≥75% of board and committee meetings on which they served. Board met 5 times in 2023 with the same attendance threshold .
• Executive sessions: Independent directors met five times without management in 2024; four times in 2023 .
• Cybersecurity oversight: Nominating & Corporate Governance Committee (of which Boerger is a member) oversees cybersecurity and information security risk via structured reporting and annual third-party testing .

Fixed Compensation

Director compensation structure (2024):

• Base retainer: $90,000 cash + $130,000 equity; non-employee directors may elect up to the full $220,000 in equity .
• Committee retainers (member/chair): Audit $10,000 / $15,000; Compensation $7,500 / $12,500; Nominating & Corporate Governance $6,000 / $10,000; Finance $5,000 / $6,000; Executive—none; no meeting fees .

Performance Compensation

• KNX does not disclose performance-based compensation (e.g., PSUs, options) for non-employee directors; director pay consists of cash retainers and annual equity grants, with no performance metrics tied to director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Mechanical engineering degree; decades-long operating and product background at Cummins .
• Industry insight into trucking operations and emissions solutions .
• Board skills matrix identifies experience in corporate governance, strategy, risk management, and operational areas among KNX nominees (Boerger included) .

Equity Ownership

Stock ownership and retention:

• Directors must hold the lesser of 3x annual cash retainer or $140,000 in KNX stock within 5 years; non-employee directors may elect equity for all or part of the retainer .
• Anti-pledging and anti-hedging: Designated persons (including non-employee directors) are prohibited from pledging or hedging KNX stock; no hardship exemption. Grandfathered pledges apply only to Kevin and Gary Knight, not Boerger .
• Compliance: KNX states all directors/officers are in compliance with stock ownership and retention policy .

Governance Assessment

• Strengths: Independent director on two fully independent committees; strong engagement cadence and independent sessions; cybersecurity oversight through Nominating & Corporate Governance; director equity ownership requirements and anti-hedging/pledging policy support alignment .
• Compensation alignment: 2024 director pay balanced between cash ($106k) and equity ($129,984), supporting skin-in-the-game without excessive guaranteed cash; no performance-linked director pay that could incentivize short-termism .
• Ownership alignment: Boerger’s beneficial ownership recorded and within policy; no pledging/hedging by Boerger disclosed .
• Potential conflicts: KNX discloses related-party employment/consulting involving Knight family members; Audit Committee reviews and approves such transactions. No related-party transactions or conflicts disclosed for Boerger specifically .
  • RED FLAG (board-level context, not tied to Boerger): Grandfathered share pledges by Kevin and Gary Knight—periodically reviewed by Nominating & Corporate Governance; committee concluded no undue risk, but pledging remains a governance sensitivity for investors .
• Say-on-pay signal: High approval—98.3% in 2024; historically strong support (94.2% in 2023), suggesting investor confidence in KNX compensation governance framework .

Overall, Boerger’s committee roles, independence, and industry expertise add to board effectiveness with no disclosed conflicts or attendance concerns; equity ownership policies and anti-hedging rules further support investor alignment .