Kevin Knight
Knight-Swift Transportation HoldingsAbout Kevin Knight
Executive Chairman of Knight-Swift Transportation Holdings Inc. (since January 2015), Chairman since 1999, CEO from 1993–2014; age 68; director since 1999; long-time industry operator with prior executive roles at Swift and Cooper Motor Lines . 2024 company context: total revenue $7.4B, revenue ex-fuel surcharge $6.6B, operating ratio 96.7%, adjusted OR 94.7% . 2024 consolidated revenue growth used for incentives was 4.8% . For the 2022–2024 PRSU cycle, Company TSR was -1.88% vs peers, below 40th percentile (used for award modifiers) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Knight-Swift Transportation | Executive Chairman | 2015–present | Strategic oversight during diversification into LTL; executive succession; capital deployment |
| Knight Transportation | Chairman | 1999–present | Governance leadership; separation of Chair and CEO; industry-leading margins focus |
| Knight Transportation | Chief Executive Officer | 1993–2014 | Built operating discipline; growth of truckload network |
| Swift Transportation | Executive Vice President | 1975–1984; 1986–1990 | Senior operator at national carrier |
| Cooper Motor Lines (Swift subsidiary) | President | 1986–1990 | Led subsidiary operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | Kevin Knight currently reports no other public-company boards |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 936,538 | 850,000 | 850,000 |
| Stock Awards ($) | 2,768,676 | 2,754,326 | 2,757,574 |
| Non-Equity Incentive ($) | 1,881,000 | 0 | 673,200 |
| All Other Compensation ($) | 237,398 | 25,860 | 27,510 |
| Total Compensation ($) | 5,823,612 | 3,630,186 | 4,308,284 |
- Base salary has not increased since 2018 and was voluntarily decreased in 2022 .
Performance Compensation
2024 Annual Cash Bonus Structure and Outcome (paid Feb 21, 2025)
| Metric | Weight | Target Range | Actual | Payout vs Target | Notes |
|---|---|---|---|---|---|
| Adjusted Operating Income Growth | 40% | <0%→200% sliding scale | Not met | 0% | Committee may adjust for extraordinary items |
| Consolidated Revenue Growth (ex trucking/LTL fuel surcharge) | 30% | <4%→12%+ sliding scale | 4.8% | 40% | Independent metric from AOI |
| Strategic Objectives (U.S. Xpress profitability; LTL network expansion) | 30% | 0%→200% (committee discretion) | Met at 200% | 200% | Focus on U.S. Xpress profit improvement; LTL door count |
| ESG Modifier | ±10% | Based on MSCI, Sustainalytics, CDP, EcoVadis, S&P Global | +10% | +10% | |
| Total Payout % of Target | — | — | — | 79.2% | Kevin Knight payout $673,200 |
2024/2025 Long-Term Incentive Design (granted Nov 30, 2024)
| Component | Shares Granted | Grant-Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|
| PRSUs (performance-based; 60% of LTI target) | 27,291 | 1,677,578 | 3-year period 1/1/2025–12/31/2027; Company Adjusted EPS CAGR and Revenue CAGR targets (1/3 of PRSUs) and Relative ranks vs truckload peers for total revenue growth and return on net tangible assets (2/3 of PRSUs); TSR modifier ±25%; vest 1/31/2028 |
| RSUs (time-based; 40% of LTI target) | 18,194 | 1,079,996 | 33% on 1/31/2026; 33% on 1/31/2027; 34% on 1/31/2028 |
- 2021 PRSUs: Target-performance tranche did not vest; relative-performance tranche vested at 112.5%, issuing 16,980 shares to Kevin Knight after below-40th percentile TSR adjustment (-1.88% TSR) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,440,347 shares; less than 1.0% of outstanding |
| Ownership Breakdown | 1,418,360 via revocable trust (with spouse); 21,987 directly |
| Shares Pledged as Collateral | 1,200,000 shares (grandfathered under anti-pledging policy; reduced by 50% in 2020) |
| Stock Ownership Guidelines | Executive Chair: 5x base salary; all officers currently in compliance; retain ≥50% of covered shares for 2 years |
| Anti-Pledging/Hedging Policy | Designated persons prohibited; Kevin Knight permitted to maintain pre-existing pledge (subject to periodic risk oversight) |
Outstanding equity holdings (as of 12/31/2024; some RSUs vested 1/31/2025):
- Unvested RSUs: 13,055 (11/30/2022), 18,685 (12/15/2023), 18,194 (11/30/2024); 6,843 from 12/6/2021 RSUs fully vested 1/31/2025 .
- PRSUs unearned: 29,226 (2023–2025 cycle), 70,068 (2024–2026 cycle), 1,126 (2025–2027 threshold shown) .
Employment Terms
- Change-of-control: Omnibus Plan requires double-trigger vesting (transaction plus qualifying termination) .
- Clawback: Dodd-Frank compliant policy; recovery of incentive-based compensation after material restatement with 3-year lookback .
- Start/tenure: Officer and director since 1990; Executive Chairman since Jan 2015; director since 1999 .
- Securities Trading Policy: Formal STP governing insider trading activities filed as 2024 10-K exhibit .
Board Governance
| Topic | Details |
|---|---|
| Role | Executive Chairman; non-independent director |
| Committee Memberships | Executive Committee (Chair); not on Audit, Compensation, Nominating, Finance (all independent-only) |
| Leadership Structure | Chair and CEO roles separated; Lead Independent Director with robust responsibilities |
| Board Meetings | Seven meetings in 2024; all directors met ≥75% attendance; all attended 2024 Annual Meeting |
| Executive Sessions | Independent directors met 5 times without management; 4 sessions with Executive Chairman present |
| Independence/Conflicts Controls | Majority independent board; fully independent key committees; majority voting/resignation policy |
Director Compensation
- Employee directors (e.g., Executive Chairman) do not receive non-employee director retainers/equity; director pay schedule applies only to non-employee directors .
Compensation Peer Group (Benchmarking)
- Benchmarking peer set includes ArcBest, CHRW, RXO, GXO, Hub Group, JB Hunt, Landstar, Old Dominion, Ryder, Saia, Schneider, Werner, XPO, Expeditors .
- Philosophy: conservative pay policy targeting market median; independent consultant (Pearl Meyer); strong say-on-pay support (98.3% approval in 2024) .
Related Party Transactions
- Family members of Kevin/Gary Knight and former CEO Jackson employed or engaged on standard terms; aggregate 2024 compensation $1,596,640; Audit Committee approved under related-party policy .
Compensation Structure Analysis
- Mix emphasizes performance: 60% of LTI in PRSUs with TSR modifier; RSUs 40% to support retention .
- No option repricing/backdating; no dividends on unvested stock; vesting periods ≥12 months; no tax gross-ups; robust ownership/retention requirements .
- Executive Chair base unchanged since 2018 and voluntarily reduced in 2022 (indicative of pay moderation) .
Risk Indicators & Red Flags
- Pledging: 1.2M shares pledged by Kevin Knight (grandfathered; reviewed periodically; committee concluded no undue risk) .
- Governance/controls: No re-pricing; clawback in place; no regulator investigations or actions in past two years .
- Say-on-pay support: high (98.3%), reducing near-term compensation controversy risk .
Performance Compensation – Detailed Mechanics (PRSUs)
| Metric | Weighting | Targeting Framework | Vesting |
|---|---|---|---|
| Adjusted EPS CAGR | 1/6 of total PRSUs | 10%→40%+ payout ladder; 0–200% of target shares | Earned over 2025–2027; TSR modifier applied; vests 1/31/2028 |
| Consolidated Revenue CAGR (ex trucking/LTL fuel surcharge) | 1/6 of total PRSUs | Negative to >3.5% payout ladder; 0–200% | Earned over 2025–2027; vests 1/31/2028 |
| Relative Total Revenue Growth vs peers | 1/3 of total PRSUs | Rank 1–6 drives 0–200% | Earned over 2025–2027; vests 1/31/2028 |
| Relative Return on Net Tangible Assets vs peers | 1/3 of total PRSUs | Rank 1–6 drives 0–200% | Earned over 2025–2027; vests 1/31/2028 |
| TSR Modifier | ±25% | Relative percentile vs benchmarking peers | Applied to earned PRSUs |
Investment Implications
- Alignment: Strong pay-for-performance construct (AOI and revenue growth in bonus; EPS/revenue CAGR and relative metrics in PRSUs; TSR modifier), moderated fixed pay (no increase since 2018), and rigorous ownership retention enhance alignment with shareholders .
- Selling pressure/overhang: Material RSU/PRSU vesting tranches begin in 2026–2028; independent of sales, the grandfathered pledge of 1.2M shares introduces tail-risk if collateral calls occur in stress scenarios (committee currently views risk as manageable) .
- Retention risk: Time-based RSUs (40% of LTI) plus multi-year PRSUs and ownership retention rules suggest low near-term churn risk; Executive Chair cash compensation stable, indicating role continuity .
- Governance mitigants: Separation of Chair/CEO, strong Lead Independent Director, independent committees, clawback, no option repricing/tax gross-ups, and high say-on-pay support reduce governance discount .
- Watch items: Ongoing related-party employment relationships (approved), execution on U.S. Xpress/LTL profitability targets (key to bonus/PRSU outcomes), and any changes to pledged share oversight .