Kathryn Munro

About Kathryn Munro

Kathryn Munro is an independent director of Knight-Swift Transportation Holdings Inc. (KNX), serving since 2005. She is 76 years old, a principal of BridgeWest, LLC since 2003, and previously spent 20 years in senior executive roles at Bank of America; she brings business acumen and financial knowledge and has been granted waivers to KNX’s retirement age to stand for reelection in 2024 and 2025 given her continued contributions and board diversity considerations . She is designated independent under NYSE standards and serves on the Compensation, Nominating & Corporate Governance, and Executive Committees at KNX; she currently holds no other public company board seats .

Past Roles

External Roles

Board Governance

• Independence and service: Independent director; director since 2005; currently no other public company boards .
• Committee assignments: Member—Compensation; Nominating & Corporate Governance; Executive (Executive Committee had no meetings in 2024) .
• Board and committee activity: Board held seven meetings in 2024; all directors attended at least 75% of aggregate board/committee meetings; all then-incumbent directors attended the 2024 Annual Meeting .
• Committee effectiveness and oversight:
  • Compensation Committee: 3 members; 5 meetings in 2024; oversees exec and director compensation, human capital, retains independent consultant (Pearl Meyer; no conflicts) .
  • Nominating & Corporate Governance Committee: 7 members; 4 meetings in 2024; oversees governance, conflicts, ESG and cybersecurity risk, succession planning .
  • Executive Committee: authorized to act between board sessions; comprised of Kevin Knight (Chair), Gary Knight, Kathryn Munro, and David Vander Ploeg; no meetings in 2024 .
• Board composition: 13 directors with two-thirds independent; separation of Chair and CEO; robust Lead Independent Director role .
• Retirement age waiver: Board approved waivers (without Munro present) for her to stand for reelection at 2024 and 2025 Annual Meetings due to valuable contributions and diversity/tenure considerations .

Fixed Compensation

Notes:

• Directors can elect to receive up to the entire $220,000 retainer in equity; Munro’s higher equity value versus peers suggests stronger equity alignment via election choice .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Commercial banking: 20 years at Bank of America in senior executive roles, providing financial and risk management acumen .
• Private equity investing: Principal at BridgeWest since 2003, adding investment and strategic perspective .
• Governance experience: Extensive past board service; KNX committee roles in Compensation and Nominating & Corporate Governance .
• Board skills framework: KNX emphasizes independent committees, board self-assessment, succession, and executive sessions; Munro is highlighted by the board for “business acumen and financial knowledge” and “independent leadership” .

Equity Ownership

Additional alignment policies:

• Stock Ownership & Retention Policy: Non-employee directors must own the lesser of 3x annual cash retainer or $140,000 in company stock within five years; all directors and officers are currently in compliance; pledged/hedged shares excluded; retention rules apply until guidelines are met .
• Anti-Pledging and Hedging Policy: Designated persons (including non-employee directors) prohibited from pledging/hedging; legacy pledges of Kevin and Gary Knight grandfathered and periodically reviewed; no hardship exemption .

Governance Assessment

• Board effectiveness signals:
  • Active committee oversight: Compensation (5 meetings) and Nominating & Corporate Governance (4 meetings) addressed compensation risk, human capital, ESG/cybersecurity, conflicts, and succession; Munro’s membership places her at the center of these governance functions .
  • Equity-aligned director pay: Policy permits up to full retainer in equity; Munro’s $169,964 equity grant (vs $63,500 cash) indicates a heavier equity mix than several peers, supporting ownership alignment .
  • Attendance: Board met seven times; all directors ≥75% attendance; all attended the 2024 Annual Meeting—baseline engagement standard met .
• Independence and conflicts:
  • Independence confirmed for Munro and for all non-executive committees; Compensation Committee uses independent consultant (Pearl Meyer) with no conflicts .
  • Related-party oversight: Audit Committee policies bar director participation in approvals where related; KNX discloses familial employment among Knight/Jackson relations with Audit Committee approval; no Munro-related transactions disclosed .
  • Pledging risk contained: Company prohibits pledging for directors; legacy Knight pledges reviewed by N&CG; no Munro pledges .
• Shareholder support:
  • 2025 say-on-pay received 131,853,725 “For,” 6,346,326 “Against,” 319,546 “Abstain,” indicating strong support for compensation design overseen by the committee where Munro serves .
• Refreshment vs continuity:
  • Retirement age waivers for Munro (2024 and 2025) reflect deliberate board choice balancing refreshment with her tenure, diversity, and firm-specific expertise—appropriate disclosures mitigate concerns; continued monitoring advisable .

RED FLAGS to watch

• Board retirement waivers: While disclosed and justified, continued waivers warrant scrutiny for refreshment balance over time .
• Legacy share pledges (others): Grandfathered pledges by Kevin/Gary Knight monitored by N&CG; ensure risk assessments remain robust in varied market conditions .
• Related-party employment (others): Familial relationships among executives approved under policy; continued oversight for arm’s-length terms is critical .

Appendix: Director and Committee Snapshot