Mark Deere - Executive Vice President, Swift Dedicated Fleet Services | Knight-Swift Transportation Holdings (KNX) Executive Profile & Compensation

About Mark Deere

Mark Deere, 61, is Executive Vice President of Swift Dedicated Fleet Services at Knight-Swift, overseeing one of the nation’s largest dedicated fleets and the company’s warehousing and fulfillment business; he has a 21‑year Swift tenure (joined via M.S. Carriers acquisition in 2001), and 30+ years of transportation industry experience with prior leadership roles at Transport Industries, Lake Shore‑Pacific, CRST International, and Hormel Foods; he holds a BBA in Finance and an MBA from the University of Iowa . Company performance context for incentive alignment: 2024 total revenue $7.4B, revenue excluding fuel surcharge $6.6B, adjusted operating ratio 94.7% and operating cash flow $799M; free cash flow $234M . In the 2022–2024 PRSU cycle, company TSR was −1.88% (below the 40th percentile), which reduced PRSU payouts via the TSR modifier .

Past Roles

Organization	Role	Years	Strategic Impact
Transport Industries	Senior Vice President, Operations	—	Operations leadership; scaling dedicated and linehaul capabilities
Lake Shore-Pacific Corporation	President	—	General management; growth and customer service leadership
CRST International	Managerial positions	—	Network capacity and operations experience
Hormel Foods	Managerial positions	—	Supply chain and operations discipline

External Roles

Organization	Role	Years	Strategic Impact
—	No external public-company directorships disclosed in proxy biography	—	—

Fixed Compensation

Individual base salary, target bonus, and actual bonus for Mark Deere are not disclosed in the DEF 14A (NEO tables cover Adam Miller, Andrew Hess, Kevin Knight, Gary Knight, Todd Carlson, and David Jackson) .
Company compensation framework: base salary (targeted to market median) plus annual cash bonus tied to adjusted operating income growth, consolidated revenue growth (ex fuel surcharge), and strategic objectives (U.S. Xpress profitability and LTL network expansion), with an ESG ±10% modifier; short‑term payouts are capped to discourage excessive risk-taking .

Performance Compensation

2024 Cash Bonus Plan (Company Design and Outcomes)

Metric	Weighting	Target Range	Actual	Payout Effect	Vesting/Payment
Adjusted Operating Income Growth	40%	<0%→0%; 0–10%→40%; 10–20%→80%; 20–30%→120%; 30–40%→160%; >40%→200%	Target not met	Component paid at 0% of target	Cash bonus paid Feb 21, 2025 (for NEOs)
Consolidated Revenue Growth (ex Trucking & LTL fuel surcharge)	30%	<4%→0%; 4–6%→40%; 6–8%→80%; 8–10%→120%; 10–12%→160%; >12%→200%	4.8%	Component paid at 40% of target
Strategic Objectives (USX profitability; LTL door count expansion)	30%	Committee discretion	Both met at 200%	Component paid at 200% of target
ESG Modifier	±10%	Based on MSCI, Sustainalytics, CDP, EcoVadis, S&P Global	+10%	Total payout adjusted upward
Total Payout (Illustrative NEO outcome)	—	—	—	79.2% of target (post ESG) for NEOs	Paid Feb 21, 2025 for NEOs

PRSU Design (2025–2027 Cycle; Company Plan)

Component	Metric	Weighting	Payout Range	TSR Modifier	Vesting
Company Performance PRSUs	Adjusted EPS CAGR; Consolidated revenue CAGR (ex Truckload & LTL fuel surcharge)	33% of total PRSUs	0–200% of target	Relative TSR percentile: −25% to +25% adjustment	Earned shares vest Jan 31, 2028
Relative Performance PRSUs	Rank vs truckload peers: Return on Net Tangible Assets and Total Revenue Growth	67% of total PRSUs	Rank 6→0%; 5→40%; 4→80%; 3→120%; 2→160%; 1→200%	Relative TSR percentile: −25% to +25% adjustment	Earned shares vest Jan 31, 2028

Note: PRSUs are granted annually; time‑based RSUs vest 33%/33%/34% over three years (e.g., Jan 31, 2026/2027/2028 in the 2024 grants) . 2021 Relative Performance PRSUs ultimately vested at 112.5% after committee determinations (RONTA rank: 2nd; revenue CAGR rank: 2nd; TSR modifier −25%) .

Equity Ownership & Alignment

Mark Deere’s individual beneficial ownership is not listed in the “Security Ownership of Certain Beneficial Owners and Management” table, which covers directors and NEOs; thus his direct/indirect holdings are not disclosed there .
Stock Ownership & Retention Policy: key officers must meet ownership multiples (CEO/Executive Chair: 5× salary; CFO/Vice Chair: 3×; Division Operations Officer/General Counsel/Mr. Dove: 2×), retain at least 50% of covered shares for two years, and reach compliance within 8 years; all directors and officers are currently in compliance .
Anti‑Pledging/Hedging Policy: designated persons (including NEOs and directors) are prohibited from pledging or hedging company securities; Kevin Knight (1.2M shares pledged) and Gary Knight (1.1M shares pledged) are grandfathered; the Nominating & Corporate Governance Committee periodically reviews pledge risk and determined existing pledges do not pose undue risk .

Employment Terms

No 8‑K Item 5.02 filings or disclosed employment agreements specific to Mark Deere were identified; recent 8‑Ks focused on NEO equity grants, base salary adjustments, and GC transition . Searches of KNX 8‑K 5.02 filings returned no references to Deere.

Performance & Track Record

2024 strategic execution emphasized LTL expansion (acquired non‑union regional LTL division of DHE; added 51 terminals; >30% door count increase; integration completed in ~3 months), reinforcing LTL as a foundational pillar; management also elevated leaders across Knight‑Swift brands .
Cash bonus strategic objectives for 2024 (USX profitability improvement and LTL network expansion) both met at 200% of target, indicating positive progress in Deere‑adjacent operating areas .

Compensation Committee Analysis

Compensation Committee (independent) members and responsibilities; Pearl Meyer engaged as independent compensation consultant; no conflicts of interest; committee met 5 times in 2024 .
Benchmarking peer group spans truckload/LTL/logistics comparables; total direct compensation for executive officers as a group targeted at competitive median; 2024 positioning ~53rd percentile revenue and ~67th percentile market cap vs peers .
Plan safeguards: clawback policy (three‑year lookback under Dodd‑Frank/NYSE 303A.14) ; anti‑pledging/hedging policy ; double‑trigger change‑of‑control vesting under the Omnibus Plan ; no tax gross‑ups ; dividends not paid on unvested stock awards .

Say-on-Pay & Shareholder Feedback

2024 say‑on‑pay support: 98.3% of votes cast in favor of executive compensation program; committee considers stockholder feedback in future decisions .

Equity Ownership & Insider Activity (Form 4)

Section 16 compliance disclosure notes late Form 4s for certain individuals (not including Deere); Deere is not listed among Section 16 filers in the proxy . Public aggregator pages show recent KNX insider transactions for others (e.g., Cary Flanagan, Michael Liu, Timothy Harrington), but no entries referencing Mark Deere were found in public listings reviewed .

Investment Implications

Compensation alignment: Company incentives emphasize Adjusted EPS CAGR, diversified revenue growth (ex fuel surcharge), relative RONTA and revenue growth vs peers, and a TSR modifier—structures that reward sustained execution in Dedicated/LTL/logistics operations relevant to Deere’s remit .
Vesting and retention: Three‑year PRSU cycles and RSU ratable vesting, coupled with stock ownership/retention guidelines (50% retention for two years), support retention and long‑term alignment; anti‑pledging/hedging reduces misalignment risk .
Selling pressure: No Form 4 records were identified for Deere, limiting visibility into potential selling pressure; with anti‑hedging/pledging restrictions for designated persons, near‑term alignment risk appears contained .
Execution risk: 2024 cash bonus results (AOI miss; revenue growth at 4.8%; strategic objectives at 200%; ESG +10%) suggest macro freight headwinds offset by LTL/USX strategic progress—consistent with a disciplined operating focus in Deere‑adjacent segments . High say‑on‑pay support and robust governance/compensation controls reduce governance risk .