Michelle Lewis

About Michelle Lewis

Michelle Lewis is Chief Financial Officer of AAA Cooper Transportation (Knight-Swift’s LTL subsidiary), a role she has held since March 2019. She joined AAA Cooper in 2007, previously serving as VP Finance (2016–2019) and Director of Administration (2007–2016). Earlier experience includes senior finance roles at Movie Gallery (1995–2007) and public accounting at Coopers & Lybrand (1991–1995). She holds a BBA in Accounting from Troy University and is a CPA; current age 55 . Company performance context during 2024 included total revenue of $7.4B, revenue ex fuel of $6.6B, operating ratio of 96.7% (adjusted 94.7%), operating cash flow of $799M, and free cash flow of $234M; LTL footprint expansion included acquisition/integration of DHE’s non-union regional LTL and >30% door count increase, positioning LTL as a foundational pillar .

Past Roles

External Roles

• No public company directorships or external committee roles disclosed for Michelle Lewis in the proxy .

Fixed Compensation

• Not individually disclosed. Michelle Lewis is not a KNX named executive officer; the Summary Compensation Table covers KNX NEOs only . Company pay philosophy targets market median and uses a balanced cash/equity mix; see Performance Compensation for plan design context .

Performance Compensation

Company incentive architecture (applies to NEOs and “certain employees” under plan; individual participation for Ms. Lewis not disclosed):

• Annual Cash Bonus (2024 design)

  • Metrics/weights: Adjusted Operating Income growth (40%), Consolidated Revenue growth ex fuel (30%), Strategic Objectives (improve U.S. Xpress profitability and expand LTL terminals) (30%); ESG modifier ±10% .
  • 2024 results: AOI growth not met; Consolidated revenue growth 4.8%; Strategic Objectives both at 200%; ESG +10% → NEO payouts at 79.2% of target after 10-K filing .

• Long-Term Incentives (Omnibus Plan)

  • Structure: 60% PRSUs, 40% RSUs; RSUs vest 33%/33%/34% on January 31 across three years; PRSUs have three-year performance periods with company and relative metrics plus TSR modifier; double-trigger vesting on change-of-control per plan .
  • PRSU metrics (2025–2027 cycle example): Adjusted EPS CAGR and consolidated revenue CAGR (ex truckload/LTL fuel surcharge) for one-third; relative ranks on total revenue growth and return on net tangible assets vs TL peers for two-thirds; TSR modifier adjusts ±25% based on percentile .

Equity Ownership & Alignment

• Individual beneficial ownership for Michelle Lewis is not reported in the Security Ownership table (covers KNX NEOs and directors). Shares pledged are disclosed only for Gary and Kevin Knight (grandfathered pledges) .
• Company policies shaping alignment:
  • Stock Ownership and Retention Policy: CEO and Executive Chair 5× salary; CFO 3×; Division Operations Officer, General Counsel, and Mr. Dove 2×; 8-year compliance window; retain ≥50% of covered shares for two years; pledged/hedged shares excluded (Comp Committee may designate additional key officers) .
  • Anti-Pledging and Hedging Policy: Prohibits pledging/hedging for designated persons; no hardship exemption; only certain pre-existing Knight family pledges grandfathered and reduced in 2020 .

Employment Terms

• Individual employment agreement terms (salary, bonus multiples) for Michelle Lewis are not disclosed in the proxy .
• Plan-level protections (context):
  • Clawback policy (Dodd-Frank compliant): recovery of incentive-based comp upon material restatement; 3-year lookback; applies to NEOs and broader list of policy-making officers .
  • Change-of-control: Omnibus Plan requires double-trigger for equity; PRSUs vest at performance through period-end; no vesting if performance period hasn’t started .
  • Award agreements for NEOs include 6-month non-compete/non-solicit; company can extend up to 12 months with base salary continuation (NEO example amounts disclosed); applicability to non-NEOs not specified .

Compliance, Trading Activity, and Risk Indicators

• Section 16 compliance: One inadvertent late Form 3 and one late Form 4 for Michelle Lewis (late Form 4 reported multiple transactions) were reported in 2024; otherwise the company indicates timely filings for officers/directors/10% holders .
• Anti-hedging/pledging policy reduces misalignment risk; grandfathered pledges exist only for Kevin and Gary Knight with periodic oversight and 2020 reductions .
• Say-on-Pay support: 98.3% of votes cast favored KNX executive pay at the 2024 Annual Meeting (indicator of investor acceptance of pay design) .

Company Performance Context (for incentive alignment)

Investment Implications

• Pay-for-performance alignment is strong at the enterprise level (clear bonus metrics, multi-factor PRSUs, TSR modifier, double-trigger vesting, clawback, no tax gross-ups), which generally supports alignment with shareholder value and mitigates excessive risk-taking; however, Ms. Lewis’s specific compensation, equity grants, or ownership are not individually disclosed, limiting direct assessment of her incentive intensity and retention hooks .
• LTL remains a core growth pillar; as AAA Cooper’s CFO, Lewis operates at the nexus of KNX’s LTL network densification and integration initiatives (DHE integration, door-count expansion), making her execution critical to margin/returns recovery in the LTL segment—an operational lever for KNX’s medium-term valuation re-rating .
• Trading signals/insider pressure: The proxy notes one late Form 4 with multiple transactions for Lewis but provides no share/amount details; absent Form 4 specifics, there is insufficient evidence to infer ongoing selling pressure. Anti-hedging/pledging policy reduces alignment risks; no pledging by Lewis is disclosed .
• Governance backdrop: High Say-on-Pay support (98.3%) and robust ownership/retention policies suggest broad investor acceptance of incentive frameworks; if Lewis is a designated “key officer,” ownership guidelines and share retention could further strengthen alignment, but her designation/compliance status is not disclosed .

Note: Where Michelle Lewis-specific compensation, equity awards, or severance terms are not disclosed, this report references KNX’s enterprise-level incentive design and governance policies to evaluate incentive alignment and retention risk context.