Joshua Smith

About Joshua Smith

Joshua Smith, 49, is Chief Financial Officer of U.S. Xpress, a Knight-Swift subsidiary, since July 2023. He joined Swift Transportation in 2005, rising to Senior Vice President of Finance in October 2018. He holds a bachelor’s in accounting (Southern Utah University), an MBA (University of Utah), and is a CPA. During his tenure, KNX highlighted the strategic objective of improving U.S. Xpress profitability as a driver of 2024 bonus outcomes; company-level performance in 2023–2024 is shown below .

In assessing 2024 annual bonuses, the Compensation Committee concluded adjusted operating income growth target was not met; consolidated revenue growth was 4.8%; Strategic Objectives (including U.S. Xpress profitability vs peers and LTL door expansion) were achieved at 200%; ESG modifier +10%; resulting NEO payouts were 79.2% of target .

Past Roles

Fixed Compensation

• Not disclosed for Joshua Smith in KNX’s Summary Compensation Table or Pay Versus Performance disclosures; he is not listed among KNX’s named executive officers (NEOs) for 2024 (NEOs: Andrew Hess, Kevin Knight, Gary Knight, Todd Carlson; PEOs: David Jackson, then Adam Miller) .

Performance Compensation

Company program design and metrics (apply to KNX NEOs; subsidiary CFOs may not be NEOs). KNX grants 60% PRSUs and 40% RSUs with three-year performance/vesting; PRSU metrics and TSR modifier are detailed below .

Annual cash bonus framework and outcomes (2024):

• Metrics: Adjusted operating income growth (not met), consolidated revenue growth (4.8% actual), Strategic Objectives (U.S. Xpress profitability vs peers; LTL door count growth) both at 200%, ESG modifier +10% .
• Result: NEO payouts were 79.2% of target for 2024 .

Equity Ownership & Alignment

• Stock ownership and retention guidelines for key officers: CEO and Executive Chairman 5x base salary; CFO and Vice Chair 3x; Division Operations Officer and General Counsel 2x. Covered individuals must retain at least 50% of covered shares for two years after being earned until compliant. Pledged/hedged shares are excluded from guideline calculations. The policy applies to designated “key officers” and directors; all currently in compliance. (Note: KNX’s corporate CFO is covered; the policy does not explicitly name subsidiary CFOs.) .
• Anti-Pledging and Hedging: Pledging/hedging prohibited for “Designated Persons” (Chair, any Vice Chair employee, CEO, President, CFO, NEOs, director-employees, non-employee directors, and other employees as designated). No hardship exemption. Legacy pledges by Kevin and Gary Knight were grandfathered and reduced by 50% in 2020; the committee periodically reviews and deems them not an undue risk .
• Securities Trading Policy: Applies to directors, officers, employees, and consultants; sets timing, limitations, and prohibitions, with pre-clearance and blackout restrictions for specified insiders .

Employment Terms

• Change-in-control and vesting mechanics: KNX’s omnibus plan requires double-trigger vesting upon change of control; no option repricing/backdating; no dividends on unvested awards; clawback policy in place .
• Non-compete/non-solicit in award agreements (NEOs): Six-month non-compete/non-solicit post-separation; company may extend up to 12 additional months with base-salary continuation, offset by other earnings (illustrative amounts provided for NEOs; not specific to Joshua Smith) .
• Clawback: Amended and Restated Clawback Policy compliant with SEC/NYSE; three-year look-back after a material financial restatement for covered employees (including NEOs and specified officers) .

Investment Implications

• Pay-for-performance alignment: The 2024 bonus framework explicitly rewarded strategic progress in U.S. Xpress profitability vs peers (200% achievement), suggesting that Mr. Smith’s remit sits within a key corporate value-creation lever. PRSUs emphasize multi-year EPS/revenue growth and capital efficiency (RONTAs) with a relative TSR overlay, aligning senior finance leadership with long-term shareholder outcomes .
• Selling pressure and vesting cadence: KNX’s LTI cadence results in PRSU vesting only after three-year performance periods (2028 and 2029 for the 2024/2025 cycles) and RSUs vesting ratably, which generally tempers near-term selling pressure; however, Joshua Smith’s individual grant sizes/vests are not disclosed as he is not an NEO .
• Ownership/hedging risk: Corporate anti-pledging/hedging policies and trading controls reduce alignment risks; only legacy pledges by founders are grandfathered and monitored. There is no evidence of pledging by Joshua Smith in KNX disclosures .
• Disclosure gap and retention risk: Absence of NEO status for Joshua Smith limits visibility into his base/bonus/severance and individual equity schedule—an information gap for modeling retention and incentive intensity. Notably, KNX say‑on‑pay support is strong (98.3% in 2024), indicating broad investor approval of compensation philosophy and governance .

Key watch items: Any KNX or U.S. Xpress 8‑K detailing subsidiary officer comp/severance; Form 4 filings for Joshua Smith (to track awards, tax withholding sales, or discretionary selling); progress updates on U.S. Xpress profitability vs peers in earnings materials, as this directly affects incentive outcomes .

Citations

• Biography and background:
• 2024 bonus assessment and payouts:
• Ownership guidelines and retention policy:
• Anti-pledging/hedging policy and STP:
• LTI mix and design; PRSU/RSU schedules:
• Non-compete extension pay feature (NEO award agreements):
• Clawback policy:
• Pay vs Performance (revenue growth, net income, TSR):
• Say-on-pay support: