James Fitzsimmons
Knight-Swift Transportation HoldingsAbout James Fitzsimmons
James Fitzsimmons is Chief Operating Officer of Swift Transportation (a division of Knight-Swift) and has been with Swift since 1993. He is 53 and holds a Bachelor’s degree in Business Management from Arizona State University; he became Swift COO in May 2023 after serving as EVP of Operations (2018–2023), SVP (2018), and Regional VP (2006–2018) . During his current tenure, company-level performance anchors show 2024 total revenue of $7.4B, consolidated revenue growth of 3.8%, and net income of $116M; management emphasized efficiency, diversified revenue growth (LTL expansion), and adjusted operating ratio of 94.7% as key operating levers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Swift Transportation | Regional Vice President | 2006–Jan 2018 | Led regional operations; foundation for subsequent enterprise ops leadership |
| Swift Transportation | Senior Vice President of Operations | Jan 2018–Sep 2018 | Advanced operational oversight and execution |
| Swift Transportation | Executive Vice President of Operations | Sep 2018–May 2023 | Enterprise operations leadership across Swift network |
| Swift Transportation | Chief Operating Officer | May 2023–present | End-to-end operations responsibility; alignment with KNX diversified strategy |
External Roles
No public-company directorships or external roles were disclosed for Fitzsimmons in KNX’s proxy filings .
Fixed Compensation
Not disclosed for Fitzsimmons (he is not a Named Executive Officer in KNX’s compensation tables). Company-level pay architecture targets market median and emphasizes conservative base with higher at-risk components for senior leaders .
Performance Compensation
While Fitzsimmons’ exact incentive plan and targets are not disclosed, KNX’s current incentive framework for senior executives (NEOs) provides clear signal on pay-for-performance alignment that likely informs objectives for the Swift COO role.
- Annual Cash Bonus (2024 design for NEOs)
- Metrics and weights: Adjusted Operating Income Growth (40%), Consolidated Revenue Growth ex fuel surcharge (30%), Strategic Objectives (USX profitability improvement and LTL network expansion) (30%); ESG modifier ±10% applied to payout .
| Metric | Weighting | Target Range | Actual (2024) | Payout Guidance |
|---|---|---|---|---|
| Adjusted Operating Income Growth | 40% | 0–>40% growth bands drive 0–200% payout | Not met | 0% for this component |
| Consolidated Revenue Growth (ex Trucking/LTL fuel surcharge) | 30% | 4%–>12% growth bands drive 40%–200% payout | 4.8% | Payout aligned to schedule at ~40% of target for this component |
| Strategic Objectives (USX profitability; LTL door count expansion) | 30% | Committee-assessed performance | Met at 200% | 200% for this component |
| ESG Modifier | ±10% | Based on MSCI, Sustainalytics, CDP, EcoVadis, S&P Global | +10% | Applied to aggregate payout |
- Long-Term Incentives (NEO design; PRSUs 60%, RSUs 40%)
- PRSU metrics (2025–2027 performance cycle): One-third Company Performance PRSUs (Adjusted EPS CAGR and Consolidated Revenue CAGR ex fuel surcharge) and two-thirds Relative Performance PRSUs (total revenue growth rank and return on net tangible assets rank vs TL peers), modified by relative TSR (–25% to +25%) .
- RSUs: time-based vesting 33%/33%/34% over three years (e.g., Jan 31, 2026/2027/2028 for 2024 grants) .
| Component | Metric | Weighting | Performance Bands / Rank | Vesting / Payout |
|---|---|---|---|---|
| PRSU – Company Performance | Adjusted EPS CAGR | 50% of Company tranche | <10%→0% to >40%→200% | Earned shares vest after cycle on Jan 31, 2028 |
| PRSU – Company Performance | Consolidated Revenue CAGR (ex fuel surcharge) | 50% of Company tranche | <–4%→0% to >3.5%→200% | Earned shares vest after cycle on Jan 31, 2028 |
| PRSU – Relative Performance | Return on Net Tangible Assets (peer rank) | 50% of Relative tranche | Rank 6→0% to Rank 1→200% | Earned shares vest after cycle on Jan 31, 2028 |
| PRSU – Relative Performance | Total Revenue Growth (peer rank) | 50% of Relative tranche | Rank 6→0% to Rank 1→200% | Earned shares vest after cycle on Jan 31, 2028 |
| TSR Modifier | Relative TSR vs Benchmarking Peer Group | Applies to total PRSUs | <35th→–25% to >65th→+25% | Applied to earned PRSUs at cycle end |
| RSU | Time-based | 40% of LTI grant value | — | 33%/33%/34% vesting over 3 years |
Note: The above is KNX’s disclosed NEO plan design; Fitzsimmons’ specific incentive structure is not disclosed.
Equity Ownership & Alignment
- Beneficial Ownership and Historical RSU Vesting
- Initial Form 3 reported 439 shares and RSUs with detailed schedules (historical, now fully vested): 696 RSUs vesting in two equal installments on May 26, 2019 and May 26, 2020; 1,343 RSUs vesting 268–269 shares annually from 2019–2023 .
| Date/Type | Amount | Vesting Details |
|---|---|---|
| Common stock (Form 3, 2018) | 439 shares | Direct ownership |
| RSUs (grant noted on Form 3) | 696 | 50% on 5/26/2019; 50% on 5/26/2020 |
| RSUs (grant noted on Form 3) | 1,343 | 268 on 5/31/2019; 269 on 5/31/2020; 268 on 5/31/2021; 269 on 5/31/2022; 269 on 5/31/2023 |
- Recent Insider Transactions: No recent Form 4 transactions for James L. Fitzsimmons were identified in our search (we searched KNX Form 4 filings for his name; none found) [SearchDocuments: no results].
- Hedging/Pledging: KNX policy prohibits pledging and hedging by “Designated Persons” (NEOs, board members, and others designated by the Nominating and Corporate Governance Committee); no hardship exemption. Grandfathered pledges exist only for Kevin Knight and Gary Knight, with reduced pledged shares since 2020; committee reviews risk periodically .
- Stock Ownership Guidelines: Key officers must hold stock at multiples of salary (CEO and Executive Chairman 5x; CFO and Vice Chair 3x; Division Operations Officer, General Counsel, and Mr. Dove 2x; others can be designated; compliance required within 8 years; 50% of net shares retained for 2 years). All directors/officers are currently in compliance, per company disclosure; Fitzsimmons’ specific designation/multiple is not disclosed .
Employment Terms
- Change-of-Control: The Omnibus Plan requires double-trigger vesting for equity upon change-of-control, a shareholder-friendly provision; unearned PRSUs vest based on performance through the end of the calendar year of termination .
- Clawback: Amended and Restated Clawback Policy (SEC Rule 10D-1/NYSE 303A.14) requires reimbursement of incentive compensation upon a material financial restatement from covered employees including NEOs, the principal accounting officer, any vice president in charge of a principal business unit/division/function, and any officer performing significant policy-making functions; 3-year look-back .
- Non-Compete/Non-Solicit (Award Agreements for NEOs): Six-month non-compete/non-solicit post-separation; company may extend up to 12 months with base-salary continuation, offset by other earnings; these provisions are disclosed for NEO award agreements (Fitzsimmons’ agreements are not disclosed) .
Performance & Track Record
| Metric | 2024 Outcome | Notes |
|---|---|---|
| Total Revenue | $7.4B | Company-wide |
| Consolidated Revenue Growth | 3.8% | Company-wide growth used in pay-versus-performance disclosure |
| Net Income | $116M | Company-wide |
| Adjusted Operating Ratio | 94.7% | Non-GAAP, company-wide |
| Free Cash Flow | $234M | Non-GAAP, company-wide |
Management commentary highlights efficiency focus, risk management, and strategic LTL expansion (integration of DHE, +30% door count) as long-term value levers that require strong operational execution at Swift under Fitzsimmons’ remit .
Compensation Peer Group (Benchmarking, program design context)
| Peer Group (2024 Benchmarking Peer Group) |
|---|
| ArcBest Corp; C.H. Robinson; GXO Logistics; Hub Group; J.B. Hunt; Landstar; Old Dominion; RXO; Ryder; Saia; Schneider; Werner; XPO; Expeditors |
Company positioned ~53rd percentile in total revenue and ~67th percentile in market cap vs benchmarking peers; executive group total direct compensation targeted at competitive median .
Say-On-Pay & Shareholder Feedback
- Say-on-Pay approval 98.3% at KNX’s 2024 Annual Meeting, indicating strong shareholder support for pay program design .
Risk Indicators & Red Flags
- Anti-pledging/hedging policy with no hardship exemption; grandfathered pledges limited to Kevin and Gary Knight and reduced in 2020; committee oversight ongoing .
- No tax gross-ups, no option re-pricing/backdating, no dividends on unvested stock; double-trigger CoC vesting; robust ownership/retention guidelines .
- Section 16(a) compliance: Company reports timely filings overall, with limited inadvertent late filings unrelated to Fitzsimmons .
- Cybersecurity disclosures show no material breaches in last four years; governance oversight by Nominating & Corporate Governance Committee .
Investment Implications
- Alignment: Fitzsimmons’ long tenure and progression to Swift COO indicate deep operational expertise; KNX’s incentive architecture ties senior leadership compensation to multi-year adjusted EPS growth, revenue diversification, and efficiency versus TL peers, which likely guides COO objectives even if his specific awards aren’t disclosed .
- Retention and selling pressure: No recent Form 4 sales for Fitzsimmons found; anti-hedging/pledging policy reduces misalignment risk, and ownership guidelines for key officers enforce skin-in-the-game—though his specific multiple/designation is not disclosed .
- Contract economics: Company-wide equity plans use double-trigger CoC and clawbacks, and NEO award agreements include non-compete with paid extension option; these features moderate change-of-control windfalls and enforce accountability on financial restatements .
- Execution risk and value creation: Company’s 2024 mix of modest revenue growth and efficiency focus, coupled with LTL network buildout, puts premium on operational execution in the Swift network—areas squarely within the COO’s span of control; investors should monitor future disclosures for Fitzsimmons-specific awards, ownership levels, and any insider transactions as signals of confidence or liquidity needs [SearchDocuments: no results].