Todd Carlson
Knight-Swift Transportation HoldingsAbout Todd Carlson
Todd Carlson (age 65) is Knight-Swift’s General Counsel and Secretary, serving since September 2017; he previously was Knight Transportation’s General Counsel (2007–2017) and Swift’s Vice President and Corporate Counsel (1991–2007). He holds a B.S. in Accounting and a J.D. from the University of Nebraska and is admitted in Arizona . 2024 corporate performance influencing pay included consolidated revenue growth of 4.8%, failure to meet adjusted operating income growth targets, Strategic Objectives met at 200%, and an ESG modifier of +10%; 2021 PRSU TSR assessment recorded -1.88% and below 40th percentile, producing a 75% TSR adjustment and 112.5% payout on relative PRSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Knight-Swift Transportation Holdings Inc. | General Counsel & Secretary | 2017–Present | Oversees legal function of combined company post-merger; supported LTL network expansion including DHE LTL asset acquisition (recognized with one-time bonus) . |
| Knight Transportation, Inc. | General Counsel | 2007–2017 | Led legal for Knight pre-merger, continuity through integration with Swift . |
| Swift Transportation Company | Vice President & Corporate Counsel | 1991–2007 | Senior legal leadership at Swift prior to the 2017 merger . |
Fixed Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Base Salary | $560,000 (increased Nov 2024 from $525,000) | Not separately disclosed; target bonus % set for plan year |
| Target Bonus % of Base | 75% | 75% |
| Actual Bonus Paid | $332,640 (79.2% of target; paid Feb 21, 2025) |
Summary Compensation (2012 SEC format; totals are company-reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $503,365 | $525,000 | $529,038 |
| Bonus ($) | — | $100,000 | $20,000 (DHE LTL acquisition recognition) |
| Stock Awards ($) | $820,256 | $816,062 | $816,935 |
| Non-Equity Incentive Plan ($) | $675,675 | — | $332,640 |
| All Other Compensation ($) | $17,510 | $19,773 | $18,566 |
| Total ($) | $2,016,806 | $1,460,835 | $1,717,179 |
Performance Compensation
Annual Cash Bonus (2024)
| Metric | Weighting | Target Definition | Actual 2024 | Payout Effect | ESG Modifier |
|---|---|---|---|---|---|
| Adjusted Operating Income Growth | 40% | Growth vs 2023 with defined adjustments; payout curve 0–200% | Not met | 0% for this component | |
| Consolidated Revenue Growth (ex fuel surcharge) | 30% | Payout curve tiers 0–200% | 4.8% | Contributed per curve (40% tier) | |
| Strategic Objectives (USX profitability; LTL door count) | 30% | Committee-assessed | Met at 200% | Max for this component | |
| ESG Modifier | ±10% | Based on multiple agency scores | +10% applied | Raised overall payout | +10% |
| Result | — | — | — | Todd Carlson payout $332,640 (79.2% of target) | — |
Long-Term Incentives Design and Grants
| Component | Grant/Structure | Metric Details | Vesting |
|---|---|---|---|
| PRSUs (60% of LTI) | 8,085 target PRSUs granted Nov 30, 2024 ($61.47 grant-date FV per share) | One-third “Company Performance PRSUs” split equally: Adjusted EPS CAGR and consolidated revenue CAGR; Two-thirds “Relative Performance PRSUs” split equally: total revenue growth ranking and return on net tangible assets vs truckload peer group | Performance period Jan 1, 2025–Dec 31, 2027; earned shares vest Jan 31, 2028 |
| RSUs (40% of LTI) | 5,390 RSUs granted Nov 30, 2024 ($59.36 per share) | Time-based retention | 33% on Jan 31, 2026; 33% Jan 31, 2027; 34% Jan 31, 2028 |
| Prior PRSUs | 8,658 PRSUs (2022 grant) and 20,760 PRSUs (2023 grant; max reflected as 2024 exceeded target) | 2022: performance period 2023–2025; 2023: 2024–2026 | 2022 PRSUs vest Jan 31, 2026; 2023 PRSUs vest Jan 31, 2027 |
| 2021 PRSUs (Relative) | Payout 112.5% issued (TSR adjustment 75%; RONTA rank 2nd; revenue growth rank 2nd); Todd received 4,245 shares | Relative metrics with TSR adjustment | Vested Jan 31, 2025 |
Equity Ownership & Alignment
Beneficial Ownership (Record Date March 17, 2025)
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Todd Carlson | 73,921 | <1% of 162,000,854 | Includes 66,664 direct and 7,257 via revocable trust |
Outstanding Equity Awards at Fiscal Year-End (Dec 31, 2024)
| Stock Award Date | Unvested RSUs (#) | Market Value ($) | PRSUs Unearned (#) | PRSUs Market/Payout Value ($) |
|---|---|---|---|---|
| 12/06/2021 | 1,711 | $90,751 | — | — |
| 12/06/2021 (earned PRSUs pending vest) | 4,245 | $225,155 | — | — |
| 11/30/2022 | 3,868 | $205,159 | 8,658 | $459,220 |
| 12/15/2023 | 5,536 | $293,629 | 20,760 | $1,101,110 |
| 11/30/2024 | 5,390 | $285,886 | 334 (threshold reflected) | $17,715 |
| Pricing basis | — | $53.04 per share | — | $53.04 per share |
- Stock Ownership and Retention Guidelines: General Counsel must hold Company stock at 2x base salary; required to retain at least 50% of Covered Shares for two years; all named executive officers are currently in compliance .
- Anti-Pledging and Hedging: Designated Persons (including named executive officers) are prohibited from pledging/hedging; only limited grandfathered pledges exist for Kevin and Gary Knight (reduced by 50% in 2020) and reviewed periodically; no hardship exemption .
- 2024 Vested Stock: Carlson vested 11,100 shares worth $636,918 in 2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Change-of-Control Vesting | Double-trigger for PRSUs: vest upon Change of Control with termination for convenience or Good Reason; RSUs/PRSUs vest on death/disability (PRSUs at performance through year of event); no PRSU vest if performance period not yet started . |
| Estimated Acceleration Values (as of Dec 31, 2024) | COC with qualifying termination: PRSUs $890,277; Death/Disability: RSUs $875,425 + PRSUs $890,277 = $1,765,702; COC without qualifying termination: — . |
| Clawback | Company discloses clawback policy . |
| Trading Policy | Securities Trading Policy filed with 2024 Form 10-K exhibits . |
| Base Salary Adjustments | Nov 2024: Carlson’s base salary increased to $560,000 . |
| Ownership Compliance | All officers compliant with ownership/retention policy . |
Compensation Structure Analysis
- Mix emphasizes at-risk pay: 60% of LTI in PRSUs; RSUs vest ratably over three years; annual cash bonus capped and ESG-modified ±10% .
- Performance metrics increased strategic alignment: revenue growth included in both STIP and LTIP; added strategic objectives to reward execution in USX profitability and LTL network expansion .
- One-time discretionary bonus: $20,000 for DHE LTL asset acquisition closing—signals recognition of transactional execution .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives; grandfathered pledges only for Kevin/Gary Knight, regularly reviewed; no hardship exemption—reduces alignment risk for Carlson .
- Tax Gross-ups: Company states “No tax gross-up payments” in compensation highlights .
- Option repricing: Prohibited; no stock options shown for Carlson (all equity in RSUs/PRSUs) .
Compensation Peer Group (Benchmarking)
| Peer Group (2024 Benchmarking) | Target Positioning |
|---|---|
| ArcBest, CHRW, RXO, GXO, Hub Group, JBHT, Landstar, ODFL, Ryder, Saia, Schneider, Werner, XPO, Expeditors | Company targets executive pay near market median; positioned ~53rd percentile in revenue and ~67th percentile in market cap vs peer group . |
Equity Ownership & Alignment – Guidelines Compliance
- Executive Retention Amount: General Counsel = 2x base salary; retain at least 50% of Covered Shares for two years; pledged/hedged shares excluded from compliance calculations; all directors/officers compliant .
Performance & Track Record
- 2024 Bonus Outcomes: OI growth target not met; consolidated revenue growth 4.8%; Strategic Objectives met at 200%; ESG +10%; payout 79.2% of target for Carlson ($332,640) .
- 2021 Relative PRSU Payout: TSR -1.88% and sub-40th percentile leading to 75% TSR adjustment; overall 112.5% payout; Carlson received 4,245 shares .
Investment Implications
- Alignment strong: High proportion of performance equity (PRSUs) tied to EPS CAGR, consolidated revenue CAGR, and relative RONTA/revenue growth versus peers, plus double-trigger COC vesting reduces windfall risk .
- Retention moderate-to-strong: Multiple unvested tranches through Jan 2028 and ownership retention requirements (50% for two years) should limit immediate selling pressure despite regular RSU vesting cadence .
- Execution focus: 2024 bonus outcome highlights trade-offs—revenue growth achieved while OI growth missed; Strategic Objectives met at max, suggesting emphasis on USX profitability and LTL expansion, consistent with long-term diversification strategy .
- Trading signals: Expect periodic selling around vest dates (Jan 31 cycles), but anti-hedging/pledging and retention policy mitigate risk; monitor Form 4 filings around Jan 31 and May 31 vest milestones noted in footnotes .