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Brad Stewart

Treasurer and Senior Vice President, Investor Relations at Knight-Swift Transportation HoldingsKnight-Swift Transportation Holdings
Executive

About Brad Stewart

Brad Stewart (49) is Treasurer and Senior Vice President, Investor Relations at Knight‑Swift Transportation Holdings Inc. (KNX). He joined Swift in 2003 and progressed through pricing, financial reporting, and treasury/risk roles before serving as Executive Vice President of Finance at Knight (2019–2023); he has held his current KNX role since February 2023. He holds a BBA and a BA in Mathematics from Abilene Christian University and is a CPA licensed in Arizona and Texas . Context on company performance during his tenure: FY2024 total revenue $7.4B; revenue excluding fuel surcharge $6.6B; operating ratio 96.7% and adjusted operating ratio 94.7% . In the 2021 PRSU cycle, target PRSUs did not vest while relative PRSUs paid at 112.5%, reflecting a below‑peer TSR and strong relative RO NTA and revenue growth rankings . KNX’s 2024 say‑on‑pay support was 98.3%, indicating strong shareholder backing for its pay design .

Past Roles

OrganizationRoleYearsStrategic impact
Swift TransportationDirector of Pricing2005–2008Led pricing discipline in a cyclical market
Swift TransportationDirector of Financial Reporting2008–2011Strengthened reporting rigor and controls
Swift TransportationVP, Treasury & Risk Management2011–Sep 2017Managed liquidity, risk, and capital structure through cycles
Knight‑SwiftSVP FinanceSep 2017–present (role transitioned)Supported finance integration post‑merger
Knight TransportationEVP FinanceMar 2019–Feb 2023Drove finance leadership at Knight brand
Knight‑SwiftTreasurer & SVP, Investor RelationsFeb 2023–presentOversees treasury and IR; public point of contact

External Roles

OrganizationRoleYearsStrategic impact
PricewaterhouseCoopersSenior AssociatePre‑2003Audit/assurance foundation; technical accounting depth

Fixed Compensation

Not separately disclosed for Brad Stewart. KNX’s Summary Compensation Table reports NEOs (CEO, CFO, Executive Chairman, Vice Chairman, General Counsel, and Former CEO), and does not include the Treasurer/SVP IR .

Performance Compensation

Company plan design and actual outcomes (Brad Stewart’s individual targets/payouts are not disclosed; metrics and results below reflect KNX’s executive plans):

MetricWeightingTarget frameworkActual 2024Component payout (% of target)Vesting
Adjusted Operating Income Growth40%0–200% payout scale (threshold >0%, max >40%) Not met0% Annual cash bonus paid Feb 2025
Consolidated Revenue Growth (ex Trucking & LTL fuel surcharge)30%0–200% payout scale (threshold ≥4%, max >12%) 4.8%40%
Strategic Objectives (USX profitability; LTL network expansion)30%Discretionary based on objectives achievement Met200%
ESG modifier±10% based on third‑party ESG scores +10%AppliedN/A
Total payout result (company outcome)Weighted sum × ESG modifier79.2% (12% + 60% = 72%; ×1.10 = 79.2%) Paid Feb 21, 2025

Long‑term incentives structure (PRSUs/RSUs):

InstrumentWeightingPerformance metricsAward leverageVesting cadence
PRSUs60% of LTICompany performance PRSUs: Adjusted EPS CAGR and consolidated revenue (ex truckload/LTL fuel surcharge) CAGR (equal split); Relative performance PRSUs: total revenue growth rank and return on net tangible assets rank vs truckload peers 0–200% by metric, then TSR modifier 75–125% vs Benchmarking Peer Group Earn over 3‑year period; any earned shares vest Jan 31 following period end (e.g., Jan 31, 2028)
RSUs40% of LTITime‑based retention (no performance metrics) N/A33%/33%/34% ratable, typically Jan 31 of years 1–3 (e.g., 2026/2027/2028)

Historical PRSU outcome (2021 cycle):

CycleMetrics/OutcomeTSR modifierPayout
2021 Target Performance PRSUsAdjusted EPS CAGR (‑39.2%); Consolidated revenue CAGR ex fuel 6.13% → target grid yielded no vestingTSR (‑1.88%) below 40th percentile → negative adjustment 0% (no vest)
2021 Relative Performance PRSUsRO NTA rank: 2nd; Revenue CAGR rank: 2ndTSR (‑1.88%) → 75% factor112.5% of target paid (e.g., 14,149 shares to CEO cohort)

Equity Ownership & Alignment

  • Anti‑pledging and hedging: Designated Persons (NEOs, directors, and others designated) are prohibited from pledging/hedging Company securities; no hardship exemption. Certain historic pledges by Kevin and Gary Knight were grandfathered and reduced by 50% in 2020; the Nominating and Corporate Governance Committee periodically reviews risk .
  • Stock ownership & retention: Key officers must meet minimum ownership multiples (e.g., CEO 5× base salary, CFO 3×). The Compensation Committee may designate additional key officers. Covered Shares must be retained; at least 50% of Covered Shares must be held for two years after they are earned. All directors and officers are in compliance .
  • No dividends on unvested awards; double‑trigger change‑of‑control vesting under the Omnibus Plan; clawback policy for incentive compensation (three‑year lookback) in case of material restatement .

Employment Terms

  • Securities Trading Policy: Prescribes insider trading procedures, timing limitations, and blackout controls for directors, officers, employees, and consultants .
  • Change‑of‑control: Omnibus Plan requires double‑trigger vesting; option repricing/back‑dating prohibited; minimum 12‑month vesting for most awards; no tax gross‑ups .
  • Clawback: Dodd‑Frank/NYSE‑compliant clawback on incentive pay for covered employees (includes executive officers and certain policy‑making roles) upon material financial restatement .
  • Stock ownership & retention and anti‑pledging/hedging policies apply as noted above .
  • Public IR role: Brad Stewart is an investor relations contact in earnings/IR communications .

Investment Implications

  • Alignment and risk: KNX’s design emphasizes multi‑year performance PRSUs with relative metrics and a TSR modifier, supporting pay‑for‑performance and discouraging short‑term behavior; anti‑pledging/hedging and two‑year holding requirements further align executives’ interests with shareholders .
  • Retention/vesting calendar: RSU tranches typically vest Jan 31 over three years; PRSUs vest after three‑year performance periods (e.g., Jan 31, 2028), concentrating potential insider liquidity windows around late‑January and bonus payout timing in February; monitor Form 4 filings around these dates for selling pressure indicators (individual Brad Stewart grants/payouts not disclosed) .
  • Performance signal quality: 2024 cash bonus outcomes (79.2% of target) were driven by LTL/USX strategic achievements despite not meeting adjusted operating income growth—highlighting strategy weight in payout structure; long‑term relative PRSUs rewarded strong RO NTA and revenue growth versus peers even during weak TSR, suggesting resilient execution in diversified segments .
  • Governance and shareholder support: High say‑on‑pay support (98.3%) and robust policies (clawback, double‑trigger, no dividend on unvested) reduce governance‑related headwinds; ongoing committee oversight of historic pledges mitigates collateral risk .