Knight-Swift Transportation Holdings Inc.
For the period ended Apr 3, 2025. Filed Apr 3, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 3, 2025 · Filed Apr 3, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Sec. 240.14a-12 |
Knight-Swift Transportation Holdings Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-a6(i)(1) and 0-11. |
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2002 WEST WAHALLA LANEPHOENIX, AZ | 85027
Notice of Annual Meeting
of Stockholders
We cordially invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Knight-Swift Transportation Holdings Inc. (the “Company”). The meeting will take place at the Company’s corporate offices, which are located at 2002 West Wahalla Lane, Phoenix, Arizona 85027, on Tuesday, May 13, 2025, at 8:30 a.m. Local Time, and at any adjournment thereof. We look forward to your attendance either in person or by proxy.
Annual Meeting Details
| DATETuesday,May 13, 2025 | TIME8:30 a.m.Local Time | LOCATION2002 West Wahalla LanePhoenix, Arizona 85027 | WHO VOTESStockholders ofRecord on Monday,March 17, 2025 |
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Purpose of the Meeting
| 1 | Elect twelve (12) directors, each such director to serve until the 2026 Annual Meeting |
| 2 | Conduct an advisory, non-binding vote to approve named executive officer compensation |
| 3 | Ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for fiscal year 2025 |
| 4 | Vote on a stockholder proposal regarding support for transparency in political spending |
| 5 | Transact any other business that may properly come before the meeting |
The foregoing matters are described more fully in the accompanying proxy statement relating to the Annual Meeting. Only stockholders of record at the close of business on March 17, 2025 may vote at the meeting or any postponements or adjournments of the meeting.
By Order of the Board of Directors,
| Todd Carlson, SecretaryApril 3, 2025 | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MAY 13, 2025 STOCKHOLDER MEETINGThe Company’s proxy statement for the 2025 Annual Meeting and its Annual Report to stockholders for the fiscal year ended December 31, 2024 are available at www.knight-swift.com. |
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Our Lead Independent Director
Lead Independent Director Responsibilities
| ☑ | Presides at all executive sessions of the Board |
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| ☑ | Presides at all meetings of our Board and the stockholders, where the Chairperson is not present |
| ☑ | Performs all duties of the Chairperson in the absence or disability of the Chairperson |
| ☑ | Coordinates the activities of the independent directors |
| ☑ | Disseminates timely information to the Board for consideration |
| ☑ | Participates in setting and approving Board meeting agendas and materials, in consultation with the Chairperson |
| ☑ | Coordinates Board meeting schedules to assure that there is sufficient time for discussion of all agenda items |
| ☑ | Participates in the retention of outside advisors and consultants who report directly to the Board, if needed |
| ☑ | Communicates with the Compensation Committee and the Nominating and Corporate Governance Committee regarding key compensation, nominating and governance issues |
| ☑ | Collaborates with the CEO and Chairperson in determining the need for special meetings, and calling any such special meeting, as appropriate |
| ☑ | Participates in the performance review of the CEO |
| ☑ | Calls and chairs meetings and executive sessions of the independent directors |
| ☑ | Acts as a liaison for stockholders between the independent directors and the Chairperson, as appropriate |
| ☑ | Acts as a liaison between the Chairperson and the independent directors |
| ☑ | Responds directly to stockholder and other stakeholder questions that are directed to the Lead Independent Director or the independent directors as a group, as the case may be |
| ☑ | Oversees a robust annual Board self-assessment process |
| ☑ | Performs such other duties and exercises such other powers as our by-laws or Board may assign from time to time |
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Letter from our Lead Independent Director
DEAR FELLOW STOCKHOLDERS:
As I reflect back on 2024, I continue to be impressed and energized by the dedication, insight, and perseverance of our entire Knight-Swift team, from our committed and diligent driving associates to our forward-looking leadership team and Board of Directors. It is my privilege to share highlights of our purposeful actions over the past year, reflecting our adaptability, strategic vision, and ongoing commitment to long-term value creation.
Leveraging Market Adversity to Refocus Efficiency and Long-Term Sustainability
The 2024 freight environment was host to a number of significant market challenges, which we redirected into opportunities by focusing on efficiency. We strengthened our foundation for long-term success through initiatives designed to reduce waste, streamline operations, and prioritize operating fundamentals. The actions we took in response to the disruption of the 2024 freight market enhanced our operational agility and refined our cost management and resource allocation, which allowed us to adapt swiftly to dynamic market conditions. We believe the Company is more resilient and positioned to take advantage of future market tailwinds.
Driving Success by Prioritizing People
We remain steadfast in our commitment to our core asset: our people. The recruitment, training, and retention of our professional driving associates remains our top priority, reflected by our late model equipment and competitive pay package. In 2024, we elevated Adam Miller to CEO and President, Andrew Hess to CFO, Charlie Prickett to CEO of AAA Cooper, and continued to strengthen and develop our U.S. Xpress leadership team, as we foster executive talent in connection with our succession planning process. We maintained our commitment to our culture of safety as we prioritized safety programs across all brands. We continue to encourage professional growth through training courses and development tracks, and to drive collaboration through initiatives like Drive for a Degree, where we offer degrees to our driving associates.
The Board of Directors welcomed Doug Col as a member in March of 2025. Doug brings over twenty years of experience in the transportation industry, which will provide valuable guidance to our Board. Additionally, Bob Synowicki's service on the Board of Directors will come to an end at the 2025 Annual Meeting. On behalf of the Board and the Company, I thank Bob for his valuable insights and dedication to our Board over his nine-year tenure and wish him the best in his future endeavors.
Reinforcing LTL as a Foundational Pillar
2024 was a transformational year for our LTL services, as we expanded into California and the Southwest through our acquisition of the non-union regional LTL division of Dependable Highway Express, Inc., while adding 51 terminals and increasing our door count over 30% through strategic organic expansion. We integrated DHE in just over three months from the acquisition date, and all three of our LTL brands now operate through one network. While integrating DHE and operationalizing new organic locations presented some cost headwinds late in the year, we believe the investments we made in 2024 position us for further growth, reinforcing LTL as a pillar of our service offerings.
Ongoing Emphasis on Risk Management and Responsible Business Practices
We remain committed to steadfast corporate governance, as we continue to maintain a majority of independent directors, and our Finance, Audit, Compensation, and Nominating and Corporate Governance Committees are comprised exclusively of independent directors, cultivating transparency, objectivity, and accountability. The Board continues to engage in actively assessing and managing enterprise risk. During the year, management implemented a robust Enterprise Risk Management System that is a systematic, organization-wide approach to
iii evaluating the effectiveness of risk mitigation, supporting strategic decision-making, and navigating challenges across the organization.
Finally, our investments in energy-efficient trucking technologies, alternative fuels, and advanced route optimization systems enhance operational efficiency and drive meaningful emissions reductions as we strive to achieve our sustainability goals. The Company is an EPA SmartWay Charter Partner, 2024 SmartWay Excellence Awardee, and ongoing SmartWay Partner and High Performer, emphasizing our commitment to responsible business practices that we believe also enhance long-term stockholder value.
On behalf of our Board, we value your confidence in our leadership and welcome your ongoing support at the 2025 Annual Meeting.
Sincerely,
David Vander Ploeg
Lead Independent Director
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Voting Matters and Board Recommendations
| Item · Board Vote Recommendation · Page | |||
|---|---|---|---|
| 1 | Elect twelve (12) directors, each such director to serve until the 2026 Annual Meeting | ü FOR | 19 |
| 2 | Conduct an advisory, non-binding vote to approve named executive officer compensation | ü FOR | 60 |
| 3 | Ratify the appointment of Grant Thornton as our independent registered public accounting firm for fiscal year 2025 | ü FOR | 61 |
| 4 | Vote on a stockholder proposal regarding support for transparency in political spending | û AGAINST | 64 |
2024 Company Financial Highlights
OPERATING PERFORMANCE
| $7.4BTotal revenue | $6.6BRevenue, excluding fuel surcharge revenue | 96.7%Operating ratio | 94.7%Adjusted operating ratio 1 |
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CAPITAL DEPLOYMENT
| $799MOperating cash flows | $234MFree cash flow 1 | $311MLease liability paydowns | $104MDividends paid |
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1 See non-GAAP reconciliations beginning at page 72 of this proxy statement.
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Corporate Governance and Cybersecurity Risk Management
Robust Corporate Governance
We believe that effective corporate governance is the cornerstone for building sustainable long-term value and we remain dedicated to ensuring that our stakeholders’ interests are at the heart of our strategy.
| l | Executive compensation plan design that aligns our executives’ interests with corporate strategy |
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| l | 2/3 independent Board |
| l | Fully independent Audit, Compensation, Nominating and Corporate Governance, and Finance Committees |
| l | Robust Lead Independent Director role |
| l | Separation of Chairperson and CEO roles |
| l | Annual election of directors |
Composition of Board
| TENURE (years) 1 | AGE (years) 2 | DIVERSITY 3 | INDEPENDENCE 4 |
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1 9-year average tenure with respect to our continuing independent directors.
2 Average age of 60 years for our continuing directors.
3 Of our 12 continuing directors, four bring gender diversity to our Board, and two bring racial diversity to our Board.
4 Of our 12 continuing directors, eight are independent.
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| Cybersecurity and Information Security Governance Highlights | |
| l | Comprehensive reporting to our Nominating and Corporate Governance Committee (both scheduled and real-time) in response to key developments |
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| l | Multi-format reporting approach, with presentations to Nominating and Corporate Governance Committee as well as memoranda addressing key issues |
| l | Cross-functional approach to addressing cybersecurity risk, with Technology, Operations, Risk, Legal, and Corporate Audit functions presenting to the Nominating and Corporate Governance Committee on key topics |
| l | Collaborative approach, working with a wide range of key stakeholders to manage risk, and share and respond to intelligence |
| l | Annual penetration testing by an external expert that specializes in information technology security with overview of results provided to the Nominating and Corporate Governance Committee |
| l | Annual review by the Nominating and Corporate Governance Committee of the Company’s cybersecurity insurance policy to ensure adequate coverage exists, designed to minimize the financial impact of a cybersecurity event |
| l | No fines, penalties, or settlements against the Company in its history for information security breaches |
| l | No material information security breaches in the last four years |
| Oversight of Cybersecurity and Information Security Risk by Nominating and Corporate Governance Committee | |
| Our Board recognizes the importance of maintaining the trust and confidence of our customers, driving associates, and employees and has tasked the Nominating and Corporate Governance Committee with oversight of information security risk. The Nominating and Corporate Governance Committee is composed entirely of independent directors and therefore independently oversees information security. As a part of its objective, independent oversight of the key risks facing our company, the Nominating and Corporate Governance Committee devotes significant time and attention to data and systems protection, including cybersecurity and information security risk.The Nominating and Corporate Governance Committee oversees management’s approach to staffing, policies, processes, and practices designed to gauge and address cybersecurity and information security risk. Our Nominating and Corporate Governance Committee receives regular presentations and reports throughout the year on cybersecurity and information security risk. These presentations and reports address a broad range of topics, including updates on technology trends, regulatory developments, legal issues, policies and practices, the threat environment and vulnerability assessments, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats. Our Chief Information Officer and Vice President of IT Security, who we refer to collectively as "Cybersecurity Leadership," identify and address risk in both the technology and cybersecurity areas, with such risks incorporated into our risk management program. In addition, the Nominating and Corporate Governance Committee reviews all information security risks with Cybersecurity Leadership, as well as the management Risk Committee, to make sure such risks are appropriately identified, monitored, tested, and mitigated. In 2024, we implemented an Enterprise Risk Management System, a systematic, organization-wide approach to evaluating the effectiveness of risk mitigation, supporting strategic decision-making, and navigating challenges across the organization.Additionally, the Nominating and Corporate Governance Committee receives timely reports from management on key developments and incidents across our industry, as well as specific information about peers and vendors. | |
| Under the Nominating and Corporate Governance Committee’s oversight, management works closely with key stakeholders, including technology partners, regulators, government agencies, law enforcement, peers, and industry groups, and develops and invests in talent and innovative technology in order to manage cybersecurity and information security risk. Our company has information security employees augmented by service providers, enabling us to monitor and promptly respond to threats and incidents, innovate and adopt new technologies, as appropriate, and drive industry efforts to address shared cybersecurity risks. All employees, contractors, and those with access to our company’s systems receive comprehensive education on responsible information security, data security, and cybersecurity practices and how to protect data against cyber threats. | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.