Cary Flanagan
Executive Vice President and Chief Accounting Officer at 
Knight-Swift Transportation Holdings
Knight-Swift Transportation HoldingsExecutive
About Cary Flanagan
Cary M. Flanagan (age 52) is Executive Vice President and Chief Accounting Officer (CAO) of Knight‑Swift Transportation Holdings Inc. (KNX), serving in this role since July 2023; she holds a Bachelor’s degree in Accounting from the University of Puget Sound and is a Certified Public Accountant . Company performance context: in fiscal 2024, KNX reported $7.4B total revenue, $6.6B revenue excluding fuel surcharge, a 96.7% operating ratio, and a 94.7% adjusted operating ratio . Executive incentive design emphasizes pay-for-performance, with strong linkage to adjusted operating income and diversified revenue growth, and includes a TSR modifier in PRSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Knight‑Swift Transportation Holdings Inc. | EVP & Chief Accounting Officer | Jul 2023–present | Leads corporate accounting and reporting functions |
| Swift Transportation Co. | SVP & Chief Accounting Officer | Sep 2017–Jul 2023 | Oversaw accounting controls and consolidated reporting |
| Swift Transportation Co. | VP & Corporate Controller | 2008–Sep 2017 | Directed corporate accounting, controls and close processes |
| Swift Transportation Co. | Director of Financial Reporting | 2006–2008 | Managed external reporting and disclosures |
| KPMG LLP | Audit Manager | 2000–2004 | Led audit engagements and financial statement assurance |
| Perkins & Co. | Audit Senior | 1996–2000 | Executed audit procedures and financial review |
| Various accounting roles | Staff/Manager | 1994–2006 | Progressive accounting responsibilities prior to Swift |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in KNX 2025 proxy | — | — | No external public company directorships noted for Flanagan |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary | Not disclosed | Not disclosed | Flanagan is not listed as a Named Executive Officer (NEO) in proxy compensation tables; specific base/bonus details are not provided . |
| Target Bonus % of Salary | Not disclosed | Not disclosed | 2025 Cash Bonus Plan target percentages disclosed for NEOs (CEO 120%, CFO 90%, Executive Chair 100%, Vice Chair 75%, General Counsel 75%); CAO not included . |
| Actual Annual Bonus | Not disclosed | Not disclosed | Company‑level bonus framework and metrics disclosed; individual CAO outcomes not disclosed . |
Performance Compensation
| Metric/Instrument | Weighting | Target/Framework | Actual/Payout Range | Vesting |
|---|---|---|---|---|
| PRSUs (long‑term) | 60% of total equity for NEOs | Two performance groups: (1) equal weighting of Adjusted EPS CAGR and revenue CAGR excluding trucking/LTL fuel surcharge (applies to 33% of PRSUs); (2) ranking of total revenue CAGR and Return on Net Tangible Assets vs a trucking/LTL/logistics peer group (applies to 67% of PRSUs) . | Earn‑out 0–200% vs targets; multiplied by TSR factor 75%–125% relative to peer TSR . | Any PRSUs earned deliver on or near Jan 31, 2029 . |
| RSUs (time‑based) | 40% of total equity for NEOs | Grant size set by compensation targets; shares = target ÷ grant‑date closing price . | N/A (time‑based) | 33% vests Jan 31, 2027; 33% vests Jan 31, 2028; 34% vests Jan 31, 2029 . |
| Annual Cash Bonus (short‑term) | N/A | 2024: adjusted operating income growth, consolidated revenue growth (excluding Trucking and LTL fuel surcharge), strategic objectives (USX profitability, LTL terminal expansion); ESG modifier ±10% (MSCI, Sustainalytics, CDP, EcoVadis, S&P Global) . 2025: adjusted operating income growth, consolidated revenue growth, improvements in USX and LTL profitability; ESG modifier ±10% . | Not disclosed for CAO | Annual payout timing per plan; individual CAO bonus outcomes not provided . |
Note: The PRSU/RSU constructs and cash bonus metrics are disclosed for KNX’s executive compensation design and NEO awards; CAO‑specific award sizes/metrics are not separately disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (post‑sale) | 5,644 shares directly owned after Nov 7, 2025 Form 4 sale of 4,300 shares at ~$45.04 weighted average . |
| Ownership % of shares outstanding | ~0.0035%, computed using 162,000,854 shares outstanding as of Mar 17, 2025 (Record Date) ; calculation: 5,644 ÷ 162,000,854. |
| Vested vs unvested shares | Not disclosed for CAO in proxy filings . |
| Options (exercisable/unexercisable) | Not disclosed for CAO; proxy footnotes list options for holders with exercisable options; CAO not referenced . |
| Shares pledged as collateral | No proxy footnote indicates any shares pledged by CAO; only Kevin Knight (1.2M) and Gary Knight (1.1M) have pledged shares grandfathered under policy . |
| Stock ownership guidelines | KNX requires key officers to hold multiples of base salary (e.g., CEO/Executive Chair 5x; CFO/Vice Chair 3x; General Counsel 2x; others designated by the Committee), with retention of 50% of covered shares for two years; CAO designation/multiple not specified in proxy . |
| Anti‑pledging/hedging policy | Designated Persons prohibited from pledging/hedging; existing pledges by Kevin/Gary Knight grandfathered and reduced 50% in 2020; Committee periodically reviews pledges for risk . |
| Clawback policy coverage | Amended and Restated Clawback Policy covers named executive officers and the principal accounting officer (i.e., CAO), with 3‑year lookback upon material restatement . |
Insider Selling Pressure (recent)
| Date | Shares Sold | Avg Price | Proceeds | Shares Remaining | % of Holdings Sold |
|---|---|---|---|---|---|
| Nov 7, 2025 | 4,300 | $45.0393 (weighted avg.) | $193,668 | 5,644 | ~43.24% (computed: 4,300 ÷ [4,300+5,644]) |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date (current role) | Appointed EVP & CAO in July 2023 . |
| Contract term/expiration | Not disclosed. |
| Severance/Change‑of‑Control | Not disclosed for CAO in proxy; general plan governance via Omnibus Plan and Committee design noted . |
| Clawback provisions | Material restatement clawback applies; 3‑year lookback; covers principal accounting officer . |
| Securities Trading Policy | Company STP governs insider transactions; designed to ensure compliance with laws and NYSE standards . |
| Anti‑pledging/hedging | Prohibits pledging/hedging for Designated Persons; only grandfathered exceptions for Kevin/Gary Knight . |
| Non‑compete/Non‑solicit/Garden leave | Not disclosed. |
| Post‑termination consulting | Not disclosed. |
Compensation Peer Group (Benchmarking)
KNX’s 2024 benchmarking peer group includes ArcBest, C.H. Robinson, GXO Logistics, Hub Group, J.B. Hunt, Landstar, Old Dominion, RXO, Saia, Schneider, Ryder, Werner, XPO, and Expeditors; total direct compensation for KNX executives is targeted near the competitive median, with KNX positioned ~53rd percentile in revenue and ~67th percentile in market cap versus peer group .
Investment Implications
- Alignment and guardrails: CAO is covered by KNX’s clawback policy (principal accounting officer), STP, and anti‑pledging/hedging regime—strong governance alignment, with no pledging disclosed for CAO .
- Limited direct ownership and recent sale: Flanagan’s post‑sale holding of 5,644 shares suggests modest personal exposure; the Nov 7, 2025 sale (~43% of pre‑trade holdings) was small in absolute terms, implying low insider selling pressure at the issuer level .
- Pay‑for‑performance architecture: KNX’s incentive design emphasizes adjusted EPS CAGR, diversified revenue growth, RONTA relative ranks, and a TSR multiplier with long‑dated vesting (to Jan 2029), indicating management is incentivized on multi‑year fundamentals and peer‑relative shareholder returns .
- Disclosure constraints: CAO‑specific base salary, bonus targets, and award sizes are not disclosed (not an NEO), limiting granularity for pay‑mix and retention risk analysis; monitoring future proxies/8‑Ks and Form 4s is prudent .