Douglas Col
Knight-Swift Transportation HoldingsAbout Douglas Col
Douglas Col, age 60, was elected as an independent director of Knight‑Swift Transportation Holdings Inc. (KNX) in March 2025. He served as EVP and CFO of Saia, Inc. from January 2020 until his retirement in May 2024, and previously held senior roles in transportation-focused investment banking and equity research. Col holds an MBA from Vanderbilt University (Owen) and a Bachelor of Civil Engineering from Georgia Tech, and spent ten years as a Managing Director at Morgan Keegan & Company focused on transportation equities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saia, Inc. | EVP & CFO | Jan 2020 – May 2024 | Led finance during LTL expansion; retired May 2024 |
| Saia, Inc. | VP & Treasurer | Joined 2014 | Corporate treasury leadership |
| Cowen & Company | Director, Transportation Investment Banking | 2012 – 2013 | Advised on capital markets and M&A in transportation |
| Wellspring Management | Equity Analyst (industrials/transportation) | 2006 – 2011 | Buy‑side research coverage |
| Red Rock Partners | Fund Manager | 2004 – 2006 | Portfolio management |
| Morgan Keegan & Company | Managing Director (transportation equities) | Ten years | Sell‑side leadership; post‑MBA tenure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proficient Auto Logistics, Inc. | Director | Current | Specialized auto transportation/logistics oversight |
Board Governance
- Independence: KNX classifies Col as independent under NYSE and Exchange Act Rule 10A‑3 .
- Committee assignments: Member, Finance Committee and Nominating & Corporate Governance Committee .
- Attendance: The Board held seven meetings in 2024; all directors then serving attended at least 75% of their Board/committee meetings. Independent directors met in executive session five times without management and four times with the Executive Chairman present .
- Structure: Chair and CEO roles separated; robust Lead Independent Director framework; two‑thirds of continuing Board independent; all Audit, Compensation, Nominating & Corporate Governance, and Finance Committees fully independent .
- Committee risk oversight relevant to Col:
- Finance Committee: Oversees deployment of financial resources, capital structure, liquidity, and budgets; 4 meetings in 2024 .
- Nominating & Corporate Governance Committee: Oversees operating/sustainability/cyber risks, ESG strategy/reporting, board composition, conflicts, succession; 4 meetings in 2024 .
Fixed Compensation
Director compensation structure (non‑employee directors; 2024 policy, baseline for 2025 unless changed by Board):
| Element | Member Amount | Chair Amount | Notes |
|---|---|---|---|
| Base retainer (total) | $220,000 | — | Minimum $130,000 delivered as annual equity; director may elect up to entire $220,000 in equity |
| Board service cash retainer | $90,000 | — | Part of total retainer |
| Audit Committee | $10,000 | $15,000 | Annual retainers; no meeting fees |
| Compensation Committee | $7,500 | $12,500 | |
| Nominating & Corporate Governance Committee | $6,000 | $10,000 | |
| Finance Committee | $5,000 | $6,000 | |
| Meeting fees | None | None | Expense reimbursement only |
Performance Compensation
- Director equity: Annual grant delivered as common stock (minimum $130,000) at grant‑date closing price; directors may elect more equity up to the full retainer. No performance conditions are attached to director equity grants .
- KNX pay‑for‑performance framework overseen by the Board (context for governance and alignment):
- Annual cash bonus metrics (for executives): Adjusted Operating Income growth (40%), Consolidated Revenue growth ex fuel surcharge (30%), Strategic Objectives (U.S. Xpress profitability; LTL network expansion) (30%), plus ESG score modifier ±10% .
- Long‑term PRSU metrics (for executives): One‑third based on Adjusted EPS CAGR and consolidated revenue CAGR (ex truckload/LTL fuel surcharge); two‑thirds based on relative rankings of total revenue growth and return on net tangible assets versus truckload peers; TSR percentile modifier adjusts earned shares −25% to +25% .
| Metric | Target Bands | Payout at Band | Notes |
|---|---|---|---|
| Adjusted Operating Income Growth (Annual) | >0% to >40% | 40% to 200% of target | 40% weight; definitions exclude certain items per committee discretion |
| Consolidated Revenue Growth ex fuel (Annual) | >4% to >12% | 40% to 200% of target | 30% weight; excludes truckload/LTL fuel surcharge |
| Strategic Objectives (Annual) | Committee assessment | Up to 200% | U.S. Xpress profitability and LTL door expansion |
| ESG Modifier (Annual) | ±10% | Applied to payout | Based on MSCI, Sustainalytics, CDP, EcoVadis, S&P Global |
| Adjusted EPS CAGR (PRSU) | <10% to >40% | 0% to 200% | Three‑year performance period |
| Consolidated Revenue CAGR ex fuel (PRSU) | <−4% to >3.5% | 0% to 200% | Three‑year performance period |
| Return on Net Tangible Assets rank vs peers (PRSU) | 6th to 1st | 0% to 200% | Relative tranche |
| Total Revenue Growth rank vs peers (PRSU) | 6th to 1st | 0% to 200% | Relative tranche |
| Relative TSR percentile (modifier) | <35th to >65th | −25% to +25% | Applied to earned PRSUs; independent verification |
2024 outcomes (governance benchmark): Annual bonus paid at 79.2% of target after ESG +10%, with adjusted operating income target not met, consolidated revenue growth 4.8%, and Strategic Objectives at 200% . 2021 PRSUs: Target tranche paid 0%; Relative tranche paid 112.5% after rankings and TSR adjustment .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Considerations |
|---|---|---|---|
| Proficient Auto Logistics, Inc. | Auto transport & logistics | Director | Transportation adjacency; monitor for any KNX commercial relationships or bids; no related‑party transactions disclosed with Col |
Expertise & Qualifications
- Former public‑company CFO (Saia); deep transportation sector finance, capital markets, and treasury expertise .
- Sell‑side and buy‑side experience in transportation equities; MD at Morgan Keegan; equity analyst at Wellspring; IB director at Cowen .
- Education: MBA, Vanderbilt (Owen); Bachelor of Civil Engineering, Georgia Tech .
- KNX Board skills matrix flags industry, operational, governance, and risk competencies among nominees (Col included) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Record Date | Notes |
|---|---|---|---|---|
| Douglas Col | 5,000 | * (<1%) | March 17, 2025 | KNX had 162,000,854 shares outstanding; percent shown per proxy convention |
| Pledging/Hedging | — | — | Policy | Designated persons (including non‑employee directors) are prohibited from pledging/hedging KNX stock; no hardship exemption |
| Ownership Guidelines | — | — | Policy | Non‑employee directors must own the lesser of 3x annual cash retainer or $140,000 within five years; KNX states all directors/officers are currently in compliance |
Governance Assessment
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Strengths
- Independent director with top‑tier transportation finance background; sits on Finance and Nominating & Corporate Governance—committees central to capital allocation, enterprise risk, ESG, and succession .
- Board structure favors investor confidence: majority independent; separated Chair/CEO; executive sessions; robust Lead Independent Director responsibilities .
- Anti‑pledging/hedging policy covers directors; clawback policy aligned with NYSE/SEC rules; strong ownership/retention guidelines .
- Shareholder support: Say‑on‑Pay received 98.3% approval at 2024 Annual Meeting, indicating positive sentiment toward compensation governance .
-
Watch items / potential red flags
- Share pledging exists for legacy insiders (Kevin Knight: 1,200,000 shares; Gary Knight: 1,100,000 shares), though grandfathered and periodically reviewed; not applicable to Col but relevant to overall governance risk oversight .
- Related‑party employment/consulting relationships tied to Knight family totaled $1,596,640 in 2024; Audit Committee approved as arm’s‑length; continue monitoring for independence optics .
- External board at Proficient Auto Logistics creates industry adjacency; no related‑party transactions disclosed with Col, but monitor for any KNX commercial intersections .
Overall: Col’s independent status, transportation finance pedigree, and placement on Finance and Nominating & Corporate Governance Committees bolster board effectiveness in capital deployment and risk oversight. No conflicts or attendance issues disclosed specific to Col; ownership alignment policies apply and pledging is prohibited for directors .