Roberta Roberts Shank

About Roberta Roberts Shank

Roberta Roberts Shank is an independent director of Knight-Swift Transportation Holdings Inc. (KNX), age 58, serving since 2016. She chairs the Compensation Committee and is a member of the Audit Committee, bringing over two decades of CEO-level operating experience as Chief Executive Officer, President, and Director of Chas Roberts A/C & Plumbing since 2000; she also serves on the board of U-Haul and has held community leadership roles in Phoenix . KNX’s committees (Audit, Compensation, Nominating & Corporate Governance, Finance) are composed exclusively of independent directors, reinforcing governance quality .

Past Roles

External Roles

Board Governance

• Independence: Independent director; KNX Board currently two-thirds independent; committees (Audit, Compensation, Nominating & Gov, Finance) entirely independent .
• Committee assignments: Compensation Committee Chair; Audit Committee member .
• Engagement and attendance: Board held seven meetings in 2024; all directors attended at least 75% of aggregate Board and committee meetings; independent directors met five times in executive session without management and four times with the Executive Chairman present .
• Committee activity: Audit Committee met eight times (risk oversight, financial reporting); Compensation Committee met five times (executive pay design, HCM oversight) .
• Stockholder engagement and governance: KNX maintains majority voting, proxy access, robust Lead Independent Director role, separation of Chair/CEO, and annual director elections .

Fixed Compensation

Director compensation structure (non-employee directors):

• Base board retainer: $220,000 (minimum $130,000 as equity; election up to entire retainer in equity) .
• Committee retainers: Audit $10,000 (member)/$15,000 (chair); Compensation $7,500 (member)/$12,500 (chair); Nominating & Gov $6,000 (member)/$10,000 (chair); Finance $5,000 (member)/$6,000 (chair); no meeting fees .

Performance Compensation

Compensation program overseen by the Compensation Committee chaired by Roberts Shank emphasizes pay-for-performance for executives; directors receive equity retainers and do not have performance-tied pay .

Executive Annual Cash Bonus Plan (2024):

• Weights: Adjusted Operating Income Growth 40%; Consolidated Revenue Growth (ex fuel surcharges) 30%; Strategic Objectives (U.S. Xpress profitability; LTL network expansion) 30%; ESG modifier ±10% .
• 2024 outcomes: Op income growth target not met; revenue growth 4.8%; Strategic Objectives met at 200%; ESG modifier +10% (payouts delivered accordingly) .

Adjusted Operating Income Growth payout schedule (40% weight):

Consolidated Revenue Growth (ex Trucking & LTL fuel surcharge) payout schedule (30% weight):

Strategic Objectives (30% weight):

• Objectives: U.S. Xpress profitability improvement; LTL terminal expansion; committee discretion on payout .
• 2024 result: Both met at 200% .

ESG modifier:

• Range: -10% to +10%; 2024 applied +10% .

Long-term PRSUs (2025 cycle) – metrics and payout curves: Adjusted EPS CAGR:

Consolidated Revenue CAGR (ex Trucking & LTL fuel surcharge):

Relative performance PRSUs:

TSR modifier (relative to Benchmarking Peer Group):

Compensation Committee oversight and process:

• Independent consultant (Pearl Meyer) retained; independence assessed; no conflicts; consultant advises on peer selection, metrics, and program design .
• No compensation committee interlocks; no related-person transactions involving committee members in 2024 .
• Clawback policy adopted per SEC/NYSE for incentive-based pay with 3-year lookback after restatements .

Other Directorships & Interlocks

Expertise & Qualifications

• CEO-level operating and financial leadership (Chas Roberts A/C & Plumbing) with a 25-year tenure leading growth and efficiency .
• Governance and audit experience (Audit Committee member; Compensation Committee Chair); community leadership roles indicating stakeholder orientation .
• Recognitions: ACE Awards CEO of the Year (2014); Greater Phoenix Chamber Impact Award .

Equity Ownership

Stock ownership guidelines (directors):

• Requirement: Lesser of 3× annual cash retainer or $140,000 in KNX stock; compliance deadline 5 years from appointment/election; all directors currently in compliance .

Say-on-Pay & Shareholder Feedback

Historical support: 98.3% approval at 2024 Annual Meeting, signaling strong endorsement of the program overseen by the Compensation Committee .

Governance Assessment

• Alignment signals: Shank elected an equity-heavy compensation mix in 2024 (cash only $22,500 vs $219,988 stock), aligning director pay with shareholder outcomes . KNX director ownership policy (3× retainer or $140,000; 5-year deadline) with full compliance improves skin-in-the-game .
• Committee effectiveness: As Compensation Committee Chair, she oversaw a comprehensive performance-based framework with balanced short/long-term metrics, peer-relative PRSUs, ESG modifier, and clawback provisions; Pearl Meyer independence affirmed; no interlocks/conflicts disclosed for committee members .
• Board independence & oversight: Independent committees, majority independent board, rigorous self-assessment, regular executive sessions, and robust Lead Independent Director responsibilities strengthen board effectiveness .
• Related-party risk management: Audit Committee processes for related-person transactions in place; 2024 related-party employment/consulting (Knights’ family) aggregated $1,596,640 and was approved as arm’s-length—no disclosures involving Shank .
• RED FLAGS: None disclosed regarding Shank (no pledging/hedging, no related-party transactions, no attendance issues, no regulatory actions). Company-level pledges are limited to Kevin and Gary Knight and periodically reviewed; anti-pledging policy has no hardship exemption . Strong 2025 say-on-pay support (~95%) reduces compensation risk perception .