Charlie Prickett

About Charlie Prickett

Wilburn “Charlie” Prickett III is the Chief Executive Officer of AAA Cooper Transportation (an LTL subsidiary of Knight-Swift), a role he has held since June 2024. He joined AAA Cooper in 2002, serving in multiple leadership roles including Executive Vice President & COO (2010–Sep 2020) and President & COO (Sep 2020–Jun 2024). He holds a Bachelor’s degree in Management from Auburn University and is age 60. Company-level performance context during his current tenure includes 2024 consolidated revenue growth of 3.8%, Company TSR value of $155.11 (value of a $100 investment), and net income of $116 million, amid a broader LTL integration drive, including integrating DHE and expanding the LTL network (51 terminals; door count up >30%) .

Past Roles

External Roles

No external public company roles disclosed for Prickett in the latest proxy .

Fixed Compensation

Prickett is not a KNX Named Executive Officer (NEO) for 2024, and his base salary/bonus were not disclosed in the proxy’s base-salary table (which lists CEO, CFO, Executive Chair, Vice Chair, and General Counsel) .

Performance Compensation

While Prickett’s individual incentive metrics and payouts are not disclosed (he is not a 2024 NEO), KNX’s incentive architecture provides the framework likely influencing subsidiary leaders:

• Annual cash bonus (2024 plan) metrics: adjusted operating income growth; consolidated revenue growth excluding Trucking and LTL fuel surcharge; and strategic goals (e.g., improving U.S. Xpress profitability and expanding the LTL terminal network). An ESG modifier could adjust payouts by -10% to +10% based on external ratings (MSCI, Sustainalytics, CDP, EcoVadis, S&P Global) .
• Long-term equity (2024 awards approved Nov 5, 2024): 60% PRSUs, 40% RSUs. PRSUs have a three‑year performance period (Jan 1, 2025–Dec 31, 2027) with metrics split between Company growth (Adjusted EPS CAGR and revenue CAGR ex fuel surcharge) and relative measures (revenue growth ranking and return on net tangible assets vs a truckload peer set). Earned PRSUs vest Jan 31, 2028 (threshold 4.125% of target; max 250% of target; TSR modifier 75%–125%). RSUs vest 33%/33%/34% on Jan 31, 2026/2027/2028 .
• 2025 Compensation design: preserves this pay-for-performance structure, includes double-trigger CoC vesting under the Omnibus Plan, no tax gross-ups, independent comp consultant for the committee .

Equity Ownership & Alignment

• Beneficial ownership: Prickett is not listed in the proxy’s “Security Ownership of Certain Beneficial Owners and Management” table (which covers directors and NEOs). Therefore, total shares/percent are not disclosed in the proxy .
• Insider trading and vesting events: Prickett filed Forms 4 in 2025; a reported transaction on July 31, 2025 shows 178 shares at $42.50 ($7,565 value), indicating de minimis selling pressure in that instance . SEC indices show Forms 4 filed on June 3, 2025 and August 1, 2025 for “Prickett Wilburn Douglas III” at KNX .
• Ownership guidelines and retention: KNX requires key officers to hold stock (CEO/Executive Chair 5x salary; CFO/Vice Chair 3x; Division Operations Officer/GC/other designated leaders 2x), with an eight-year compliance window and a requirement to retain at least 50% of “Covered Shares” for two years post-vesting until compliant. All directors and officers are currently in compliance, per the proxy. Pledged/hedged shares are excluded from guideline calculations .
• Pledging/hedging policy: Designated Persons are prohibited from pledging/hedging; no hardship exemption. Grandfathered pledges exist only for Kevin and Gary Knight (reduced by 50% in 2020); the committee deems remaining pledges not an undue risk. No pledging is disclosed for Prickett .

Employment Terms

• Clawback: KNX’s Dodd-Frank compliant clawback applies to NEOs and to “any vice president in charge of a principal business unit, division, or function,” among others—capturing key subsidiary leaders—requiring reimbursement of incentive compensation after material restatements (three-year look-back) .
• Change-in-control and vesting: Under Omnibus Plan award agreements, PRSUs vest upon a qualifying CoC termination (double trigger) at performance through the end of the year of termination; RSUs/PRSUs vest on death/disability (PRSUs at performance-through-year). PRSUs do not vest if the performance period has not yet started. Dates and values for accelerated vesting were tabulated for NEOs; the same structural terms typically govern participants’ awards under the plan .
• Non-compete/non-solicit: Award agreements for NEOs include a six‑month non-compete and non-solicit post‑separation, with the Company option to extend up to 12 months by paying monthly base salary during the extension (offset by other earnings). The proxy discloses NEO-specific extension payments; similar terms often appear in equity award agreements for participants, but the proxy does not list a Prickett-specific agreement .

Performance & Track Record (Company Context)

2024 LTL context: KNX integrated the DHE regional LTL division in just over three months, added 51 terminals, and grew door count over 30%, positioning further LTL growth (AAA Cooper is part of KNX’s LTL network) .

Compensation Committee, Peer Group, and Governance Highlights

• 2025 plan: targets median market pay, balances short/long term, caps short-term bonuses, mandates double-trigger CoC vesting, prohibits option repricing/backdating, forbids dividends on unvested awards, and has no tax gross-ups .
• Independent consultant: Pearl Meyer advised on 2024 performance targets and bonus design .
• Performance peer group for PRSUs: Covenant Logistics Group, Heartland Express, Marten Transport, Schneider National, Werner Enterprises .
• Anti-pledging/hedging and ownership/retention policies are robust and without hardship exemptions; all directors and officers reported compliant with ownership guidelines .

Say-on-Pay & Shareholder Feedback

• Result: Say-on-Pay passed with strong support (based on the disclosed vote counts) .

Equity Award Schedules and Potential Selling Pressure

• RSUs (2024 grants): vest 33%/33%/34% on Jan 31, 2026/2027/2028 .
• PRSUs (2024 grants): performance period Jan 1, 2025–Dec 31, 2027; earned PRSUs vest Jan 31, 2028 (with TSR modifier 75%–125%) .
• Company announced 2025 NEO grants with similar structures (RSUs vest 2027/2028/2029; PRSU performance 2026–2028) .
• Insider activity: A small sale of 178 shares at $42.50 on 7/31/25 suggests limited selling pressure from Prickett in that window; additional 2025 Form 4s are on record .

Employment Terms Summary (Policy-Level)

• Clawback applies to NEOs and division-level leaders following material restatements (3-year lookback) .
• Double-trigger CoC vesting for equity; death/disability acceleration provisions in award agreements .
• Non-compete/non-solicit embedded in award agreements with an extendable period and salary continuation if extended (NEO illustration disclosed) .
• Securities Trading Policy in place; Anti-Pledging/Hedging Policy bans such transactions for Designated Persons; grandfathered pledges limited to Kevin and Gary Knight (reduced in 2020) .

Investment Implications

• Pay-for-performance alignment: KNX’s incentive architecture emphasizes multi-year EPS and revenue CAGRs with relative performance overlays and a TSR modifier—favorable for long-term value creation and particularly relevant to LTL execution that Prickett leads at AAA Cooper. However, Prickett-specific targets and payouts are not disclosed, limiting precision in a pay-for-performance assessment at the individual level .
• Retention and overhang: Standard three-year vesting cycles and two-year post-vesting retention encourage continuity; insider filings show only modest selling by Prickett in 2025, pointing to low near-term selling pressure from his holdings (based on available public Form 4 data) .
• Governance risk: Anti-pledging/hedging policy (no hardship) and double-trigger CoC terms reduce governance risk; grandfathered pledges are limited to the Knight family leadership—not Prickett—mitigating alignment concerns specific to him .
• Execution risk/outlook: Company-level results in 2024 were mixed (TSR down vs 2023; modest revenue growth; lower net income) amid LTL integration and network expansion. Successful LTL synergy capture is a key lever for value creation in which Prickett’s AAA Cooper leadership is central .

Data gaps: As Prickett is not a 2024 NEO, KNX did not disclose his individual salary, bonus targets, realized bonuses, grant values, or total beneficial ownership in the proxy. Monitoring future Forms 4 and any 8-K 5.02 disclosures is advised for updates on his compensation and holdings .