Joseph Sherer

About Joseph Sherer

Joseph Sherer, 46, serves as Executive Vice President of Sales and Account Management at Knight-Swift’s Knight division, a role he has held since February 2023; he joined Knight in 2001 and previously served as SVP of Logistics Operations (Jan 2021–Feb 2023) and SVP of Account Management & Customer Service (2016–Jan 2021) . He earned a Bachelor’s Degree in Business Management from Arizona State University . Company incentive designs currently emphasize adjusted operating income growth, consolidated revenue growth excluding Trucking and LTL fuel surcharge, and strategic objectives tied to improving U.S. Xpress profitability and expanding the LTL terminal network, with an ESG-based payout adjustment of -10% to +10% in the annual cash plan . Long-term PRSUs are tied to EPS CAGR and revenue CAGR as well as peer-relative rankings on total revenue growth and return on net tangible assets, with a TSR modifier, reinforcing pay-for-performance and shareholder alignment .

Past Roles

Fixed Compensation

• Base salary for Mr. Sherer is not disclosed in the latest proxy (SCT covers NEOs only); Company-wide pay philosophy targets competitive median base salary with emphasis on conservative, retention-supportive fixed pay .
• 2024 base salaries disclosed for named executive officers (NEOs) illustrate pay levels but do not include Mr. Sherer .

Performance Compensation

Company incentive designs and metrics relevant to senior executives:

Standard vesting schedules under Omnibus Plan:

Change-of-control and termination treatment for equity:

• Outstanding RSUs and PRSUs vest upon death or disability; PRSUs vest at performance through end of calendar year of the event. PRSUs vest on change of control only with a qualifying termination (termination for convenience or for Good Reason) and subject to performance period having begun; values calculated at $53.04 per share at Dec 31, 2024 for NEOs; plan mechanics apply broadly under the Omnibus Plan .
• Omnibus Plan codifies double-trigger vesting upon change of control; no tax gross-ups; clawback policy is in place .

Equity Ownership & Alignment

• Stock Ownership & Retention Policy requires key officers (including NEOs) to meet minimum ownership multiples and retain at least 50% of certain shares for two years post-earn, enhancing alignment; NEO ownership multiples: CEO 5x base salary; CFO 3x; Executive Chairman 5x; Vice Chairman 3x; General Counsel 2x. All NEOs are currently in compliance; policy also limits pledging/hedging with no hardship exemption (certain legacy pledging permitted only for Kevin and Gary Knight with reductions) .
• Anti-Pledging and Hedging Policy applies to executives and directors and prohibits new pledging and hedging transactions; legacy exceptions are limited and reduced .
• Recent insider Form 4 data for Mr. Sherer could not be fetched due to API authorization error; as a result, we cannot assess current insider selling pressure or vested/unvested balances beyond proxy disclosures at this time.

Employment Terms

• Company-level governance and incentive plan terms: double-trigger vesting under Omnibus Plan upon change of control, independent Compensation Committee, independent consultant, clawback policy, prohibition on option repricing/back-dating, prohibition on dividends on unvested stock, and no tax gross-ups .
• Specific employment agreement, severance multiple, non-compete/non-solicit details for Mr. Sherer are not disclosed in the latest proxy; equity acceleration mechanics under the Omnibus Plan described above would generally govern qualifying events .

Investment Implications

• Alignment: While Mr. Sherer’s individual pay levels are not disclosed, company-wide incentive design heavily weights at-risk equity via PRSUs with EPS/revenue growth and peer-relative returns plus a TSR modifier, aligning senior leaders’ rewards with durable growth and shareholder value creation .
• Retention: Three-year PRSU cycles and ratable RSU vesting, combined with ownership/retention requirements, reduce near-term selling pressure and support retention of commercial leadership in Knight’s sales and account management functions .
• Change-of-control discipline: Double-trigger vesting, clawbacks, and no gross-ups indicate shareholder-friendly governance; however, accelerated equity upon death/disability and qualifying CoC terminations still creates potential payout leverage in M&A scenarios .
• Execution focus: Incentives directly emphasize improving U.S. Xpress profitability and LTL network expansion—areas where sales/account management coordination is critical—suggesting Mr. Sherer’s role is tightly coupled to strategic objectives that drive bonus and PRSU outcomes across leadership .