Timothy Harrington
Knight-Swift Transportation HoldingsAbout Timothy Harrington
Timothy Harrington, 55, is President of U.S. Xpress (USX) at Knight-Swift, appointed at the July 2023 close of the USX acquisition after serving as EVP of Sales at Swift (2018–2023) and earlier operational leadership roles; he holds a BA in English from the University of South Dakota . Company performance context during his tenure includes 2024 revenue of $7.4B, revenue ex fuel surcharge of $6.6B, operating ratio 96.7% (adjusted OR 94.7%), and operating cash flow of $799M (FCF $234M) . The compensation committee evaluated 2024 strategic objectives tied to “improving the profitability of U.S. Xpress” and “expanding the LTL terminal network” at 200%, reflecting progress vs public truckload peers since the USX close, while company revenue growth was 4.8% and adjusted operating income growth was not met; an ESG modifier added +10% for plan payouts to NEOs . Over the 2022–2024 PRSU cycle used for NEOs, company TSR was −1.88% and below the 40th percentile, influencing vesting outcomes for those awards (context for equity alignment) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Knight-Swift (U.S. Xpress) | President, U.S. Xpress | 2023–Present | Assumed USX leadership at close; USX profitability improvement factored into 2024 strategic objectives assessed at 200% |
| Swift (Knight-Swift) | EVP, Sales | 2018–2023 | Senior commercial leadership at Swift prior to USX appointment (role disclosed) |
| Swift (Knight-Swift) | Regional VP, Sales | 2016–2018 | Sales leadership (role disclosed) |
| Swift (Knight-Swift) | VP, Network Operations | 2011–2016 | Operations leadership (role disclosed) |
External Roles
- None disclosed for Harrington in company filings reviewed .
Fixed Compensation
| Item | 2024/2025 Status |
|---|---|
| Base salary | Not disclosed for Harrington (not a Named Executive Officer in 2024 proxy) |
| Target bonus % | Not disclosed for Harrington; 2024 NEO target bonus structure provided for context (CEO 110%, CFO 75%, etc.) |
| Other cash | Not disclosed for Harrington |
Performance Compensation
| Plan element | Metric/Design | Weighting/Structure | Targets/Outcomes |
|---|---|---|---|
| 2024 Annual Cash Bonus Plan (company plan applying to “certain employees, including NEOs”) | Adjusted Operating Income growth | 40% weighting; payout 0–200% by growth bands; committee may adjust for extraordinary items, M&A, etc. | 2024 outcome: target not met (company assessment) |
| 2024 Annual Cash Bonus Plan | Consolidated revenue growth (ex Trucking & LTL fuel surcharge) | 30% weighting; payout 0–200% by growth bands | 2024 outcome: 4.8% growth (within payout grid) |
| 2024 Annual Cash Bonus Plan | Strategic Objectives: (1) Improve USX profitability; (2) Expand LTL terminal network | 30% weighting; committee discretion | 2024 outcome: Both objectives met at 200% based on USX profitability improvement vs truckload peers and LTL door count growth (incl. DHE acquisition and organic) |
| 2024 Annual Cash Bonus Plan | ESG modifier | ±10% based on agency scores (MSCI, Sustainalytics, CDP, EcoVadis, S&P Global) | 2024 outcome: +10% applied (for NEOs) |
| Long-term incentives (NEO design) | PRSUs: 3-year performance; two-thirds relative (Revenue growth rank; Return on Net Tangible Assets vs truckload peers), one-third company goals (Adjusted EPS CAGR; Revenue CAGR ex fuel surcharge); TSR modifier ±25% | 60% of LTI value as PRSUs; 0–200% payout plus TSR modifier; PRSUs 2025–2027 vest Jan 31, 2028 | Peer set (relative PRSU): CVLG, HTLD, MRTN, SNDR, WERN |
| Long-term incentives (NEO design) | RSUs: time-based vesting | 40% of LTI value; vests 33%/33%/34% on Jan 31 of years 2–4 | Standard retention cadence |
| Historical vesting context (NEOs) | 2021 PRSUs | Target performance PRSUs: 0% vested due to Adjusted EPS CAGR (−39.2%) and TSR below 40th percentile; Relative PRSUs: 112.5% payout (rank 2nd on both metrics, TSR adjustment 75%) | Provides calibration for pay-for-performance through cycles |
Note: Harrington’s individual bonus targets, grants, or vesting amounts were not disclosed; tables reflect company plan design and NEO outcomes used to assess pay-for-performance alignment across leadership .
Equity Ownership & Alignment
- Beneficial ownership: Harrington is not listed in the 2025 “Security Ownership of Certain Beneficial Owners and Management” table, which enumerates directors and NEOs; individual share count for him was not disclosed .
- Stock ownership guidelines: Company policy requires stock ownership for key officers as designated (CEO/Executive Chair 5x salary; CFO 3x; Vice Chair 3x; Division Ops Officer and GC 2x; Board may designate others). All directors and officers are reported as in compliance with the Stock Ownership and Retention Policy; covered individuals must retain at least 50% of “Covered Shares” for two years post-earn .
- Pledging/hedging: Company prohibits pledging and hedging by designated persons with no hardship exemption; only Kevin and Gary Knight’s existing pledges are grandfathered (reduced by 50% in 2020) and periodically reviewed by the Nominating & Corporate Governance Committee. No pledging for Harrington is disclosed .
Employment Terms
- Appointment/role: Named President of U.S. Xpress at transaction closing; USX remains separate brand within KNX and maintained Chattanooga presence as part of integration plan .
- Employment agreement, severance, and change-in-control economics: No Harrington-specific terms disclosed in reviewed filings (DEF 14A 2025/2024; Item 5.02 8-Ks) .
- Clawback: Company-wide clawback policy (Dodd-Frank/NYSE Rule 10D-1) allows recovery of incentive-based compensation upon material restatement within a three-year look-back, covering named categories of senior personnel .
Performance & Track Record
| Area | Evidence |
|---|---|
| USX integration/turnaround | 2024 strategic objectives assessed at 200% explicitly cited “improvement in profitability at U.S. Xpress since the close of the acquisition compared to similar public Truckload peers,” signaling measurable progress under USX leadership structure (Harrington as President; CFO Josh Smith) |
| Company operating context | 2024: $7.4B total revenue; $6.6B ex fuel surcharge; operating ratio 96.7% (adjusted 94.7%); $799M operating cash flow; $234M FCF |
| Equity alignment cycle | 2021 PRSU cycle (for NEOs) underscored stringent hurdles (0% payout for target PRSU; 112.5% for relative PRSU with TSR drag), evidencing discipline in performance equity |
Compensation Committee & Say‑on‑Pay (Context)
- Independent advisor: Pearl Meyer served as independent compensation consultant; committee determined no conflicts of interest .
- Pay philosophy: Target total direct compensation at market median; 60% of LTI is performance-based; double-trigger on change of control; no option repricing; no dividends on unvested stock; robust ownership/retention rules .
- Say-on-pay: 98.3% approval at 2024 Annual Meeting, indicating strong shareholder support for program design .
Investment Implications
- Pay-for-performance linkage: Company-wide incentive design directly ties leadership compensation to operating income growth, diversified revenue growth, relative capital efficiency (RONTAs), and revenue growth vs peers, with a TSR modifier—factors that elevate alignment and can reduce windfalls in weak equity markets .
- USX turnround leverage: The 2024 plan’s 30% weighting to strategic goals (including USX profitability) and the 200% achievement assessment highlight KNX’s focus on USX execution; Harrington’s role is central to that vector of value creation and could influence incentive outcomes in future cycles .
- Retention and selling pressure: No Form 4 or individual grant/ownership disclosure for Harrington was found; however, anti-pledging/hedging policy and ownership/retention guidelines across officers mitigate misalignment and reduce forced‑sale risk signals; grandfathered pledges pertain only to Kevin and Gary Knight per disclosures .
- Transparency gap: Absence of Harrington-specific compensation and equity tables limits precision on his cash/equity mix and vesting runway, constraining direct analysis of his personal selling pressure or in‑the‑money exposure; monitoring future proxies and any Item 5.02 8‑Ks is warranted .
Overall: Governance and plan structure are shareholder-friendly with strong say-on-pay support. Strategic emphasis and achieved assessments around USX profitability suggest execution traction under Harrington’s leadership remit, but investment timing signals from insider activity cannot be assessed without Form 4 data; continued tracking of proxy/8‑K disclosures is recommended .