David Vander Ploeg
Knight-Swift Transportation HoldingsAbout David Vander Ploeg
David Vander Ploeg, age 66, is KNX’s Lead Independent Director. He has served on Knight-Swift’s board since 2017 and previously served on Swift’s board from 2009 to 2017, totaling 17 years of board service. He is Founder and President of Dutchman Advisors, LLC; formerly EVP & CFO of School Specialty, Inc. (2008–Dec 2013) and EVP & CFO of Schneider National, Inc. (2004–2007) after 24 years at Schneider, and began his career as a senior auditor at Arthur Andersen. He holds a Bachelor’s degree in accounting and an MBA from the University of Wisconsin–Oshkosh .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knight‑Swift Transportation Holdings Inc. | Lead Independent Director; Director | 2017–present (Lead Independent Director current) | Leads executive sessions; agenda setting; CEO performance review; liaison with Chair; oversees annual board self-assessment |
| Swift Transportation Co. | Director | 2009–2017 | Predecessor board service to Knight‑Swift |
| School Specialty, Inc. | EVP & CFO | 2008–Dec 2013 | Finance leadership at distributor of education products |
| Schneider National, Inc. | EVP & CFO | 2004–2007 (24 years at Schneider) | Public company finance and audit expertise in transportation/logistics |
| Arthur Andersen | Senior Auditor | Not disclosed | Audit background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dutchman Advisors, LLC | Founder & President | Current | Management consulting and private investment |
| Clearwing Group | Board Member (past) | Not disclosed | Governance experience |
| Energy Bank, Inc. | Board Member (past) | Not disclosed | Governance experience |
| Bellin Psychiatric Hospital | Board Member (past) | Not disclosed | Governance experience |
| Dutchland Plastics Corp. | Board Member (past) | Not disclosed | Governance experience |
| Carson Dellosa | Board Member (past) | Not disclosed | Governance experience |
| Other current public company boards | None | — | — |
Board Governance
- Independence and tenure: Independent director; 17 years of board service; age 66 .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit; Member, Executive Committee .
- Committee meeting cadence 2024: Audit (8); Nominating & Corporate Governance (4); Finance (4) .
- Lead Independent Director role: Presides at executive sessions; co-sets/approves agendas; coordinates independent directors; CEO performance review; liaises between Chair and independents; engages outside advisors; oversees annual board self-assessment; handles stockholder inquiries .
- Board leadership: Separation of Chair and CEO; Kevin Knight is Executive Chair; Lead Independent Director (Vander Ploeg) designated by independent directors .
- Attendance: Board held seven meetings in 2024; all directors attended ≥75% of aggregate Board and committee meetings during their service periods; all incumbent directors attended the 2024 Annual Meeting .
- Committee independence: Audit, Compensation, Nominating & Corporate Governance, and Finance Committees are fully independent .
Fixed Compensation
| 2024 KNX Non‑Employee Director Compensation Schedule | Member | Lead Independent Director / Committee Chair |
|---|---|---|
| Board Service Cash Retainer | $90,000 | +$25,000 |
| Annual Equity Grant (minimum) | $130,000 | — |
| Audit Committee Cash Retainer | $10,000 | $15,000 |
| Compensation Committee Cash Retainer | $7,500 | $12,500 |
| Nominating & Corporate Governance Cash Retainer | $6,000 | $10,000 |
| Finance Committee Cash Retainer | $5,000 | $6,000 |
| Executive Committee Retainer | — | — |
| Meeting Fees | None | — |
| David Vander Ploeg – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $135,000 |
| Stock Awards (grant‐date fair value) | $129,984 |
| Total | $264,984 |
Notes: Non‑employee directors receive a base retainer of $220,000 with a minimum of $130,000 delivered in equity; directors may elect up to the full retainer in equity; no meeting fees are paid .
Performance Compensation
- Structure: KNX does not disclose performance metrics tied to non‑employee director pay; annual director equity grants are based on grant‑date fair value measured at the closing price on the grant date (the date of the 2024 Annual Meeting) .
- Governance safeguards (company‑wide): Clawback policy; anti‑pledging/hedging policy with no hardship exemption; Omnibus Plan double‑trigger vesting on change‑of‑control; no re‑pricing/back‑dating; no dividends on unvested awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company board | Swift Transportation Co. (2009–2017) |
| Potential interlocks | None disclosed under Item 404; Compensation Committee members had no related‑person transactions in 2024 |
Expertise & Qualifications
- Transportation/logistics finance executive (Schneider EVP & CFO; School Specialty EVP & CFO); prior public company and audit experience, bringing governance insight .
- Skills matrix indicates breadth across financial reporting, risk management, corporate governance, strategy, and industry familiarity; independent status confirmed .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 17, 2025) | Percent of Class |
|---|---|---|
| David Vander Ploeg | 30,729 | * (<1.0%) |
| Shares outstanding (Record Date) | 162,000,854 | — |
Ownership alignment policies:
- Director ownership guideline: Lesser of 3x annual cash retainer or $140,000; must comply within five years; all directors currently in compliance .
- Retention: Covered Shares must be retained until guidelines satisfied; key officers must retain ≥50% for two years post‑vesting; pledged/hedged shares excluded from guideline calculations .
- Anti‑pledging: Directors are prohibited from pledging/hedging KNX securities; legacy pledges exist only for Kevin and Gary Knight (grandfathered, reduced in 2020) and are periodically reviewed by the Nominating & Corporate Governance Committee .
Insider Trades
| Filing Date | Trade Date | Type | Shares | Price | Holdings After |
|---|---|---|---|---|---|
| Nov 14, 2024 | Nov 14, 2024 | Sale | 500 | $57.1041 | 30,729 |
Additional filing: Form 4 filed May 14, 2025 for David Vander Ploeg (see SEC index link) .
Governance Assessment
- Strengths: Robust, clearly defined Lead Independent Director responsibilities with direct involvement in CEO performance review, agenda setting, and oversight of board self‑assessment; separation of Chair and CEO roles; fully independent key committees; formal policies on anti‑pledging/hedging and stock ownership/retention; consistent director attendance (≥75%) and active committee cadence (Audit 8; Nominating 4) .
- Alignment: Director pay mix balances cash and equity; Vander Ploeg’s 2024 mix was roughly 51% cash and 49% equity ($135k cash; $129,984 equity), supporting alignment without meeting fees or short‑term incentives .
- Independence and conflicts: No Item 404 related‑person transactions involving Vander Ploeg disclosed; Compensation Committee confirmed independent consultant (Pearl Meyer) with no conflicts; non‑employee directors prohibited from pledging/hedging KNX stock .
- Signals: Modest trading activity (500‑share sale in Nov 2024) with small magnitude versus holdings does not signal misalignment; continued role as Lead Independent Director and Nominating & Governance Chair underscores board trust and oversight responsibilities .
RED FLAGS: None identified specific to Vander Ploeg in the latest proxy—no pledging, no related‑party transactions, and satisfactory attendance disclosures .