Dave Williams

About Dave Williams

Dave Williams, 54, is Senior Vice President of Equipment and Government Relations at Knight-Swift (KNX). He joined Knight in 1992, became Vice President of Equipment and Maintenance (1997–2002), then served as Senior Vice President of Equipment and Government Relations (2002–2017) and has held his current KNX-wide role since 2017; he holds a BS in Psychology from Arizona State University and serves on boards of the Truckload Carriers Association, American Trucking Associations, and Arizona Trucking Association . Company performance context in 2024: total revenue $7.4B, revenue excluding fuel surcharge $6.6B, operating ratio 96.7%, adjusted operating ratio 94.7%; operating cash flow $799M, free cash flow $234M . Recent long-term incentive evaluation period TSR was -1.88% for the 2022–2024 PRSU cycle (used for award adjustments) .

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Dave Williams; KNX’s proxy identifies named executive officers (Miller, Hess, Kevin Knight, Gary Knight, Carlson, and former CEO Jackson) for detailed pay tables, and Dave Williams is not among NEOs .

Performance Compensation

• Not disclosed for Dave Williams individually.

Company program design (context):

• Annual Cash Bonus metrics and weights (2024): Adjusted Operating Income growth (40%), Consolidated Revenue growth ex trucking/LTL fuel surcharge (30%), Strategic Objectives (30%); ESG modifier ±10% applied to payout .
• 2024 results: AOI growth target not met; revenue growth 4.8% (falls in 4.0–6.0% band); Strategic Objectives met at 200%; ESG modifier +10%; resulting payouts to NEOs were 79.2% of target, consistent with component math (0% of AOI, 40% of revenue component, 200% of strategic component, then +10% ESG) .

Long-term incentives (company design for 2024–2025 awards to NEOs; used here as structural context):

• PRSUs (60% of LTI) split: one-third “Company Performance” (half Adjusted EPS CAGR, half consolidated revenue CAGR excl trucking/LTL fuel surcharge), two-thirds “Relative Performance” (half rank of total revenue growth, half rank of return on net tangible assets vs public truckload peers); TSR modifier adjusts earned shares by -25% to +25% based on percentile outcome; 3-year performance period (2025–2027) with vesting Jan 31, 2028 .
• RSUs (40% of LTI) time-vested ratably: 33% on Jan 31, 2026; 33% on Jan 31, 2027; 34% on Jan 31, 2028 .

Historical cycle note (for context): 2021 PRSUs paid 112.5% of relative tranche; target tranche paid 0% based on committee-determined outcomes and -1.88% TSR adjustment; vest on Jan 31, 2025 .

Equity Ownership & Alignment

• Beneficial ownership for Dave Williams is not disclosed in the Security Ownership table (which lists NEOs and directors) .
• Stock Ownership & Retention Policy: key officers must meet minimum ownership multiples (CEO & Executive Chair 5x salary; CFO & Vice Chair 3x; Division Operations Officer, General Counsel, and Mr. Dove 2x); retention of at least 50% of covered shares for two years after they are earned; KNX reports all directors and officers are in compliance with the policy .
• Anti-Pledging and Hedging Policy: designated persons (including NEOs, non-employee directors, and other designated officers) are prohibited from pledging and hedging; only grandfathered pledges by Kevin Knight (1,200,000 shares) and Gary Knight (1,100,000 shares) remain, reviewed periodically for risk; no hardship exemption .
• Securities Trading Policy exists and is filed as an exhibit to the 2024 Form 10-K .

Employment Terms

• Clawback Policy (Dodd-Frank/NYSE-compliant): covers NEOs and specified officers (including vice presidents in charge of principal units/functions, and officers with significant policy-making functions); 3-year lookback to recoup incentive-based comp after a material financial restatement, for the amount of excess over restated results .
• Omnibus Plan requires double-trigger vesting upon change of control for equity awards .
• No tax gross-ups; no re-pricing/backdating of options; no dividends paid on unvested stock awards .

Compensation Structure Analysis (company-level context)

• Conservative pay policy targeting market median; independent compensation consultant (Pearl Meyer) advises on program design; strong say-on-pay support (98.3% at the 2024 meeting) .
• Benchmarking peer group (2024) spans LTL, truckload, logistics: ArcBest, CHRW, GXO, Hub Group, JBHT, Landstar, Old Dominion, RXO, Ryder, Saia, Schneider, Werner, XPO, Expeditors; KNX positioned ~53rd percentile in revenue and ~67th percentile in market cap vs peer set .
• Program emphasizes at-risk compensation via PRSUs (60% of LTI) with multi-factor metrics and a TSR modifier, and RSUs (40% of LTI) promoting retention; cash bonus caps and ESG modifier reduce short-term risk-taking while aligning incentives with strategic goals .

Performance & Track Record (company-level signals relevant to Dave’s function scope)

• 2024 operational metrics: $7.4B total revenue; revenue ex fuel surcharge $6.6B; operating ratio 96.7%; adjusted operating ratio 94.7%; operating cash flow $799M; FCF $234M .
• Strategic objectives (improve U.S. Xpress profitability; expand LTL terminal network) achieved at 200% under the 2024 cash bonus plan .
• 2021 PRSU cycle outcomes: none of the “target” PRSUs vested; 112.5% payout for relative PRSUs; TSR was -1.88% for the cycle .

Risk Indicators & Red Flags

• Pledging risk contained to grandfathered arrangements by Kevin and Gary Knight; committee review indicates no undue risk given overcollateralization and volume; anti-pledging applies to designated persons; no hardship exemption .
• Strong clawback provisions and an enterprise risk management framework; compensation program designed to minimize excessive risk-taking .
• Insider selling pressure: Dave Williams’ Form 4 activity is not included in the proxy or 8-Ks we reviewed; monitor typical vesting windows (Jan 31 and select May 31 schedules used by KNX) for potential activity, noting this is based on NEO vest schedules and not disclosed as applicable to Dave .

Say-on-Pay & Shareholder Feedback

• 2024 advisory vote to approve NEO compensation received 98.3% support, indicating strong investor alignment with KNX’s pay design .

Employment & Contracts

• Individual employment agreement details, severance, and non-compete terms for Dave Williams are not disclosed in the filings reviewed. Company-wide change-of-control double-trigger for equity and clawback terms apply as noted above .

Investment Implications

• Alignment: KNX’s compensation architecture emphasizes multi-year PRSUs with TSR modifiers and RSU retention, plus ESG-linked cash bonuses—factors that generally align management incentives with sustained value creation and risk control; as an executive officer, Dave Williams is subject to clawback and anti-pledging frameworks, supporting alignment and limiting hedging/pledging risk .
• Retention risk: While Dave’s individual compensation isn’t disclosed, KNX’s reliance on time-vested RSUs and recurring PRSU cycles for senior leaders suggests embedded retention incentives; monitoring annual vest dates (often Jan 31 in KNX’s schedules) can signal potential insider activity windows, though Dave’s specific grants are not disclosed .
• Trading signals: Lack of disclosed Form 4 detail for Dave in the documents reviewed constrains direct insider pressure assessment; watch for future proxy/8-K updates and Form 4 filings around vesting cycles and major equipment/government policy milestones that could intersect with his functional responsibilities .
• Pay-for-performance discipline: Strong say-on-pay support and independent committee oversight with Pearl Meyer, plus benchmarking against a broad logistics peer set, reduce compensation inflation risk and suggest continuity in program design—positive for execution stability relevant to Dave’s long-tenured oversight of equipment and regulatory relations .