Jessica Powell
Knight-Swift Transportation HoldingsAbout Jessica Powell
Jessica Powell is an independent director of Knight-Swift Transportation Holdings Inc. (KNX), age 44, serving since 2023, with current committee memberships on the Audit and Nominating & Corporate Governance Committees . She is Associate General Counsel at California Closet Company, Inc.; previously a partner at Ryley Carlock & Applewhite (2014–2021), with extensive legal, regulatory, compliance, governance, securities, M&A, and IP experience; she holds a BA in International Relations from Stanford University and a JD from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryley Carlock & Applewhite | Partner, Corporate/Banking/Real Estate practice leader | 2014–2021 | Advised transportation, banking, and technology companies on securities, finance, M&A, IP strategy |
| California Closet Company, Inc. | Associate General Counsel | Current | Legal, regulatory, compliance, governance matters |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| California Closet Company, Inc. | Associate General Counsel | Current | No (not disclosed as a public company board) |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not a chair. Audit Chair: Michael Garnreiter; Nominating Chair: David Vander Ploeg .
- Independence: Powell is independent; all committees (Audit, Compensation, Nominating & Corporate Governance, Finance) are fully independent; two-thirds of the continuing Board is independent .
- Attendance/engagement: Board held seven meetings in 2024; all directors attended at least 75% of aggregate Board and committee meetings during their service .
- Committee activity levels (2024): Audit—8 meetings; Nominating & Corporate Governance—4 meetings; Compensation—5 meetings; Finance—4 meetings; Executive Committee—no meetings .
- Lead Independent Director structure: robust defined duties (executive sessions, agenda setting, liaison role, oversight of governance and ERM), currently held by David Vander Ploeg .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $106,000 | Base Board cash retainer ($90,000), plus Audit member ($10,000) and Nominating & Corporate Governance member ($6,000) |
| Stock awards (grant-date fair value) | $129,984 | Measured at closing price on grant date (date of 2024 Annual Meeting) |
| Total | $235,984 | Cash + equity |
Director retainer structure (non-employee directors; 2024):
| Compensation Element | Member | Chair |
|---|---|---|
| Board Service – Cash Retainer | $90,000 | $25,000 (Lead Independent Director premium) |
| Annual Equity Grant | $130,000 (minimum portion of $220,000 base retainer) | — |
| Audit Committee | $10,000 | $15,000 |
| Compensation Committee | $7,500 | $12,500 |
| Nominating & Corporate Governance | $6,000 | $10,000 |
| Finance Committee | $5,000 | $6,000 |
| Meeting fees | None | None |
| Base retainer policy | $220,000; directors may elect up to 100% in equity | — |
Performance Compensation
| Item | Detail |
|---|---|
| Equity award type | Stock award; annual non-employee director grant |
| Grant-date fair value | $129,984 (2024) |
| Grant date reference | Measured on the date of the 2024 Annual Meeting |
| Options | None disclosed for directors (only stock awards and cash shown) |
| Vesting/metrics | Not disclosed for director awards; director compensation is not performance-metric based |
Note: Performance metrics (revenue/EBITDA/TSR/ESG) apply to executive officer plans; director compensation is structured as cash retainers and equity grants without disclosed performance conditions .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | No other public company boards disclosed for Powell |
Expertise & Qualifications
- Legal/regulatory/compliance/governance expertise; frequent advisory on securities, finance, M&A, IP strategy .
- Education: BA, International Relations (Stanford); JD (University of Chicago) .
- Contributes to independent oversight on Audit (financial risk, controls, compliance, conflicts) and Nominating & Corporate Governance (board composition, ESG/cyber risk oversight) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding |
|---|---|---|---|
| March 17, 2025 (Record Date) | 4,849 | <1% | 162,000,854 |
- Stock Ownership & Retention Policy (directors): required to own the lesser of 3x annual cash retainer or $140,000 within five years; Company states all directors and officers are currently in compliance .
- Anti-Pledging & Hedging: Board members and executives subject to limitations; legacy exceptions only for Kevin Knight and Gary Knight (reduced by 50% in 2020) .
Governance Assessment
- Strengths: Independent director with legal/governance depth; active on Audit and Nominating & Corporate Governance committees that oversee financial controls, conflicts, cybersecurity/ESG; Board reports robust self-assessment and defined Lead Independent Director role; high say‑on‑pay support in 2024 (98.3%), indicating investor confidence in governance and pay practices .
- Alignment: Director pay structure emphasizes equity (min $130k within $220k base retainer; option to elect up to 100% equity), plus committee fees tied to workload; Powell’s cash fees align precisely with her committee memberships; beneficial ownership disclosed and director ownership policy compliance asserted .
- Conflicts/Red Flags: No related‑party transactions disclosed for Powell; Audit Committee oversees conflicts and related‑party approvals; related‑party employment disclosed pertains to Knight family members, not Powell . No meeting fees or option repricing; anti‑pledging policy applies to Board members (legacy exceptions not applicable to Powell) .
- Engagement: All directors attended ≥75% of Board/committee meetings; Audit and Nominating committees met 8 and 4 times respectively in 2024, evidencing active oversight cadence .
Overall investor confidence signals: independent committee service in risk-sensitive areas; transparent director compensation structure; ownership/anti-pledging policies; and strong shareholder support on pay practices, with no Powell-specific conflicts disclosed .