Companies Knight-Swift Transportation Holdings Inc.
Knight-Swift Transportation (KNX): executive pay, fiscal 2025
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CEO pay, last three years
- $3,342,974FY2023
- $4,798,814FY2024
- $5,011,329FY2025
CEO total pay was $5,011,329 in fiscal 2025, up from $4,798,814 in fiscal 2024.
FY2025: salary $950,000 · stock awards $3,242,667
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Adam Miller | $950,000 | — | $3,242,667 | — | $803,130 | — | $15,532 | $5,011,329 |
| CEO | ||||||||
| Kevin Knight | 850,000 | — | 2,735,987 | — | 598,825 | — | 24,160 | 4,208,972 |
| Executive Chairman | ||||||||
| Andrew Hess | 505,769 | — | 1,013,267 | — | 348,728 | — | 7,000 | 1,874,764 |
| CFO | ||||||||
| Gary Knight | 450,000 | — | 810,586 | — | 237,769 | — | 18,784 | 1,517,139 |
| Vice Chairman | ||||||||
| Todd Carlson | 560,000 | — | 495,512 | — | 295,890 | — | 15,010 | 1,366,412 |
| General Counsel and Corporate Secretary | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Adam Miller | $5,011,329 | $4,798,814 | $3,342,974 | ↑ +212,515 |
| Kevin Knight | 4,208,972 | 4,308,284 | 3,630,186 | ↓ −99,312 |
| Andrew Hess | 1,874,764 | 2,319,485 | — | ↓ −444,721 |
| Gary Knight | 1,517,139 | 1,556,369 | 1,287,746 | ↓ −39,230 |
| Todd Carlson | 1,366,412 | 1,717,179 | 1,460,835 | ↓ −350,767 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
Knight-Swift uses a conservative pay policy with executive officer pay targeted to the market median, designed to appropriately award executives for results and stockholder value by directly linking pay and performance. The program aims to motivate business initiatives, incentivize industry-leading efficiency, reinforce long-term value creation through performance-based awards, and retain a top-tier executive team.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pearl Meyer |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Andrew Hess | RSU | 2025-11-28 | — | — | 8,733 | — | $399,971 |
| Andrew Hess | PSU | 2025-11-28 | 540 | 13,099 | — | 32,748 | 613,295 |
| Gary Knight | PSU | 2025-11-28 | 432 | 10,479 | — | 26,198 | 490,627 |
| Gary Knight | RSU | 2025-11-28 | — | — | 6,986 | — | 319,959 |
| Todd Carlson | RSU | 2025-11-04 | — | — | 11,063 | — | 495,512 |
| Adam Miller | RSU | 2025-11-28 | — | — | 27,947 | — | 1,279,973 |
| Kevin Knight | RSU | 2025-11-28 | — | — | 23,580 | — | 1,079,964 |
| Kevin Knight | PSU | 2025-11-28 | 1,459 | 35,370 | — | 88,425 | 1,656,023 |
| Adam Miller | PSU | 2025-11-28 | 1,729 | 41,920 | — | 104,800 | 1,962,694 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Andrew Hess | $399,971 | $613,295 | $0 | 60.5% |
| Gary Knight | 319,959 | 490,627 | 0 | 60.5% |
| Todd Carlson | 495,512 | 0 | 0 | 0.0% |
| Adam Miller | 1,279,973 | 1,962,694 | 0 | 60.5% |
| Kevin Knight | 1,079,964 | 1,656,023 | 0 | 60.5% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Andrew Hess | RSU | 315 | — | $16,468 |
| Knight | RSU | 432 | — | 22,585 |
| Andrew Hess | RSU | 540 | — | 28,231 |
| Andrew Hess | RSU | 914 | — | 47,784 |
| Andrew Hess | RSU | 1,310 | — | 68,487 |
| Knight | RSU | 1,459 | — | 76,277 |
| Andrew Hess | RSU | 1,621 | — | 84,746 |
| Adam Miller | RSU | 1,729 | — | 90,392 |
| Knight | RSU | 1,963 | — | 102,626 |
| Andrew Hess | RSU | 3,438 | — | 179,739 |
| Knight | RSU | 3,710 | — | 193,959 |
| Knight | RSU | 5,390 | — | 281,789 |
| Knight | RSU | 5,682 | — | 297,055 |
| Andrew Hess | RSU | 5,727 | — | 299,408 |
| Adam Miller | RSU | 6,134 | — | 320,686 |
| Knight | RSU | 6,625 | — | 346,355 |
| Knight | RSU | 6,986 | — | 365,228 |
| Andrew Hess | RSU | 8,733 | — | 456,561 |
| Adam Miller | RSU | 11,592 | — | 606,030 |
| Knight | RSU | 12,519 | — | 654,493 |
| Adam Miller | RSU | 17,758 | — | 928,388 |
| Knight | RSU | 18,194 | — | 951,182 |
| Knight | RSU | 19,180 | — | 1,002,730 |
| Andrew Hess | RSU | 19,238 | — | 1,005,763 |
| Knight | RSU | 20,213 | — | 1,056,736 |
| Adam Miller | RSU | 20,215 | — | 1,056,840 |
| Knight | RSU | 20,760 | — | 1,085,333 |
| Andrew Hess | RSU | 21,475 | — | 1,122,713 |
| Knight | RSU | 23,580 | — | 1,232,762 |
| Adam Miller | RSU | 27,947 | — | 1,461,069 |
| Adam Miller | RSU | 64,878 | — | 3,391,822 |
| Knight | RSU | 68,228 | — | 3,566,960 |
| Knight | RSU | 70,068 | — | 3,663,155 |
| Adam Miller | RSU | 75,805 | — | 3,963,085 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Reid DoveNot independent · Nominating and Corporate Governance · Finance | $0 | $0 | — | — | $332,653 | $332,653 |
| David Vander PloegIndependent · Nominating and Corporate Governance · Compensation · Audit · Executive · Strategy Development · Communications / Marketing and Sales / Customer Service | 149,788 | 129,999 | — | — | 0 | 279,787 |
| Roberta Roberts ShankIndependent · Compensation (Chair) · Audit · Strategy Development · Communications / Marketing and Sales / Customer Service | 32,500 | 219,981 | — | — | 0 | 252,481 |
| Louis HobsonIndependent · Nominating and Corporate Governance · Finance (Chair) · Audit | 71,638 | 179,963 | — | — | 0 | 251,602 |
| Michael GarnreiterIndependent · Finance · Audit | 100,000 | 149,985 | — | — | 0 | 249,985 |
| Amy BoergerIndependent · Nominating and Corporate Governance · Compensation · Not standing for re-election | 104,404 | 139,992 | — | — | 0 | 244,396 |
| Kathryn MunroIndependent · Nominating and Corporate Governance · Executive · Compensation · Strategy Development | 73,500 | 169,971 | — | — | 0 | 243,471 |
| Jessica PowellIndependent · Nominating and Corporate Governance · Finance · Strategy Development | 112,808 | 129,999 | — | — | 0 | 242,807 |
| Douglas ColIndependent · Nominating and Corporate Governance · Finance · Compensation · Corporate Governance · Newly elected | 91,078 | 104,349 | — | — | 0 | 195,427 |
| Robert Synowicki JrIndependent · Not standing for re-election | 39,601 | 46,971 | — | — | 0 | 86,572 |
| Adam MillerEmployee director · Executive | — | — | — | — | — | 0 |
| Kevin KnightEmployee director · Board Chair · Executive (Chair) | — | — | — | — | — | — |
| Gary KnightEmployee director · Executive · Audit | — | — | — | — | — | — |
Board fee structure and ownership guideline
| Annual cash retainer | $100,000 |
|---|---|
| Annual equity retainer | $140,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 12,500 / 10,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $775,317 |
| Equity awards (grant-date value) | $1,271,210 |
| All other compensation | $332,653 |
| Total cost of the board | $2,379,180 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Knight-Swift Transportation as a peer
Companies that benchmark against KNX
20 companies name KNX as a compensation peer
The list of companies that name KNX as a peer is temporarily unavailable — recheck shortly.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Peer reciprocity
The companies Knight-Swift Transportation Holdings Inc. names as compensation peers that name it back in their own disclosed peer groups.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | C.H. Robinson Worldwide, Inc. | 2025 | David Bozeman | $1,100,962 | $6,984,383 | $0 | $2,879,618 | $11,045,949 |
| 2 | J.B. Hunt Transport Services, Inc. | 2025 | Shelley Simpson | 961,385 | 6,927,529 | 0 | 1,067,421 | 9,004,371 |
| 3 | GXO Logistics, Inc. | 2025 | Patrick Kelleher | 239,615 | 6,506,536 | 0 | 60,226 | 7,628,275 |
| 4 | RXO, Inc. | 2025 | Drew Wilkerson | 703,154 | 6,339,646 | — | 529,249 | 7,589,549 |
| 5 | Knight-Swift Transportation Holdings Inc. | 2025 | Adam Miller | 950,000 | 3,242,667 | — | 803,130 | 5,011,329 |
| 6 | Landstar System, Inc. | 2025 | Frank Lonegro | 800,000 | 3,473,049 | 0 | 210,000 | 4,574,887 |
| 7 | Hub Group, Inc. | 2024 | Phillip Yeager | 850,000 | 2,400,342 | — | 552,500 | 3,964,450 |
| 8 | ArcBest Corp | 2025 | Seth Runser | 575,000 | 390,254 | 0 | 201,988 | 1,234,403 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Knight-Swift Transportation Holdings Inc. | not disclosed | PRSU 60 · RSU 40 | not disclosed | Pearl Meyer |
| ArcBest Corp | not disclosed | C-LTIP 60 · RSU 40 | not disclosed | Meridian Compensation Partners, LLC |
| C.H. Robinson Worldwide, Inc. | 171% | PSU 60 · RSU 40 | No | Semler Brossy |
| GXO Logistics, Inc. | not disclosed | not disclosed | Yes — Relative Total Shareholder Return (rTSR) compared to the S&P MidCap 400 Index | F.W. Cook |
| Hub Group, Inc. | not disclosed | RSU 50 · PRSU 50 | No | Aon |
| J.B. Hunt Transport Services, Inc. | not disclosed | PSU 60 · RSU 40 | No | Meridian Compensation Partners, LLC |
| Landstar System, Inc. | not disclosed | not disclosed | not disclosed | FW Cook; Compensation Strategies, Inc. |
| RXO, Inc. | not disclosed | PRSU 50 · RSU 50 | not disclosed | Pearl Meyer & Partners, LLC |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-12 | 145,003,151 | 4,260,595 | 51,607 | 97.15% | Passed |
| 2025 | 2025-05-13 | 131,853,725 | 6,346,326 | 319,546 | 95.41% | Passed |
| 2024 | 2024-05-14 | 137,927,898 | 2,321,332 | 101,071 | 98.34% | Passed |
| 2023 | 2023-05-16 | 136,844,735 | 8,397,419 | 221,679 | 94.22% | Passed |
| 2022 | 2022-05-17 | 134,592,320 | 10,373,771 | 99,670 | 92.84% | Passed |
| 2021 | 2021-05-18 | 139,819,350 | 2,399,646 | 135,089 | 98.31% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-12 | 97.15%a |
| 2025 | 2025-05-13 | 95.41%b |
| 2024 | 2024-05-14 | 98.34%c |
a. Approved under the standard stated in the filing — “Broker non-votes and abstentions will have no effect on the outcome of this proposal.”.
b. Approved under the standard stated in the filing — “Broker non-votes and abstentions will have no effect on the outcome of this proposal.”.
c. Approved under the standard stated in the filing — “Broker non-votes and abstentions will have no effect on the outcome of this proposal.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 73 : 1 |
|---|---|
| CEO total compensation | $5,011,329 |
| Median employee compensation | $68,556 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (48 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Adam Miller. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · page 5. As printed: 5,011,329. View filing ↗
- Section 01, Kevin Knight. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 4,208,972. View filing ↗
- Section 01, Andrew Hess. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 1,874,764. View filing ↗
- Section 01, Gary Knight. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 1,517,139. View filing ↗
- Section 01, Todd Carlson. DEF 14A, filed 2026-04-02. Section “Executive Compensation”. As printed: 1,366,412. View filing ↗
- Section 03, Andrew Hess RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Andrew Hess PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Gary Knight PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Gary Knight RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Todd Carlson RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Adam Miller RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Kevin Knight RSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Kevin Knight PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Adam Miller PSU. DEF 14A, filed 2026-04-02. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-04-02. Section “CEO Pay Ratio”. As printed: 73 : 1. View filing ↗
- Section 08, Reid Dove. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 332,653. View filing ↗
- Section 08, David Vander Ploeg. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 279,787. View filing ↗
- Section 08, Roberta Roberts Shank. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 252,481. View filing ↗
- Section 08, Louis Hobson. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 251,602. View filing ↗
- Section 08, Michael Garnreiter. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 249,985. View filing ↗
- Section 08, Amy Boerger. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 244,396. View filing ↗
- Section 08, Kathryn Munro. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 243,471. View filing ↗
- Section 08, Jessica Powell. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 242,807. View filing ↗
- Section 08, Douglas Col. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 195,427. View filing ↗
- Section 08, Robert Synowicki Jr. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 86,572. View filing ↗
- Section 08, Adam Miller. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Kevin Knight. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: —. View filing ↗
- Section 08, Gary Knight. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: —. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-05-13. Item 5.07 · say-on-pay result. As reported: 97.15% (votes for as printed: 145,003,151). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-05-14. Item 5.07 · say-on-pay result. As reported: 95.41% (votes for as printed: 131,853,725). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-05-15. Item 5.07 · say-on-pay result. As reported: 98.34% (votes for as printed: 137,927,898). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 775,317 + equity 1,271,210 + all other 332,653 = 2,379,180, summed across the director compensation table rows.
- C.H. Robinson Worldwide, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-24. CEO total compensation as printed in C.H. Robinson Worldwide, Inc.'s own proxy. As printed: 11,045,949. View filing ↗
- J.B. Hunt Transport Services, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-11. CEO total compensation as printed in J.B. Hunt Transport Services, Inc.'s own proxy. As printed: 9,004,371. View filing ↗
- GXO Logistics, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-22. CEO total compensation as printed in GXO Logistics, Inc.'s own proxy. As printed: 7,628,275. View filing ↗
- RXO, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-30. CEO total compensation as printed in RXO, Inc.'s own proxy. As printed: 7,589,549. View filing ↗
- Knight-Swift Transportation Holdings Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Knight-Swift Transportation Holdings Inc.'s own proxy. As printed: 5,011,329. View filing ↗
- Landstar System, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-23. CEO total compensation as printed in Landstar System, Inc.'s own proxy. As printed: 4,574,887. View filing ↗
- Hub Group, Inc., Section 10b CEO total. DEF 14A, filed 2025-04-03. CEO total compensation as printed in Hub Group, Inc.'s own proxy. As printed: 3,964,450. View filing ↗
- ArcBest Corp, Section 10b CEO total. DEF 14A, filed 2026-03-13. CEO total compensation as printed in ArcBest Corp's own proxy. As printed: 1,234,403. View filing ↗
- Section 10a, Landstar System, Inc. reciprocity. DEF 14A. Landstar System, Inc. names Knight-Swift Transportation Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Hub Group, Inc. reciprocity. DEF 14A. Hub Group, Inc. names Knight-Swift Transportation Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, RXO, Inc. reciprocity. DEF 14A. RXO, Inc. names Knight-Swift Transportation Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, C.H. Robinson Worldwide, Inc. reciprocity. DEF 14A. C.H. Robinson Worldwide, Inc. names Knight-Swift Transportation Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, ArcBest Corp reciprocity. DEF 14A. ArcBest Corp names Knight-Swift Transportation Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, J.B. Hunt Transport Services, Inc. reciprocity. DEF 14A. J.B. Hunt Transport Services, Inc. names Knight-Swift Transportation Holdings Inc. in its own disclosed peer group (read from its most recent proxy). View filing ↗