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Companies Knight-Swift Transportation Holdings Inc.

Knight-Swift Transportation (KNX): executive pay, fiscal 2025

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CEO total pay$5,011,329CEO Adam Miller · source
Say-on-pay support97.15%Latest vote · source
CEO vs. named peers43rd pct.Of 7 peer CEOs
CEO pay ratio73:1To the median employee · source

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

Who was the highest-paid executive at Knight-Swift Transportation Holdings Inc. in fiscal 2025?
As disclosed, Adam Miller (CEO) was the highest-paid executive at Knight-Swift Transportation Holdings Inc. in fiscal 2025, with total compensation of $5,011,329.
How does Knight-Swift Transportation Holdings Inc.'s chief executive pay compare to its disclosed peer group?
As disclosed, Adam Miller's total compensation ranked at the 43rd percentile of Knight-Swift Transportation Holdings Inc.'s disclosed peer group.
What is Knight-Swift Transportation Holdings Inc.'s CEO-to-median employee pay ratio?
As disclosed, Knight-Swift Transportation Holdings Inc.'s CEO-to-median employee pay ratio was 73:1.
How did shareholders vote on Knight-Swift Transportation Holdings Inc.'s executive compensation?
As disclosed, 97.15% of shareholders supported Knight-Swift Transportation Holdings Inc.'s executive compensation in the latest say-on-pay vote.
How much does Knight-Swift Transportation Holdings Inc. spend in total on board compensation for fiscal 2025?
As disclosed, Knight-Swift Transportation Holdings Inc. reported total board compensation of $2,379,180 for fiscal 2025.

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 officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Adam Miller$950,000—$3,242,667—$803,130—$15,532$5,011,329
CEO
Kevin Knight850,000—2,735,987—598,825—24,1604,208,972
Executive Chairman
Andrew Hess505,769—1,013,267—348,728—7,0001,874,764
CFO
Gary Knight450,000—810,586—237,769—18,7841,517,139
Vice Chairman
Todd Carlson560,000—495,512—295,890—15,0101,366,412
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 officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Adam Miller$5,011,329$4,798,814$3,342,974↑ +212,515
Kevin Knight4,208,9724,308,2843,630,186↓ −99,312
Andrew Hess1,874,7642,319,485—↓ −444,721
Gary Knight1,517,1391,556,3691,287,746↓ −39,230
Todd Carlson1,366,4121,717,1791,460,835↓ −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 consultantPearl Meyer
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Andrew HessRSU2025-11-28——8,733—$399,971
Andrew HessPSU2025-11-2854013,099—32,748613,295
Gary KnightPSU2025-11-2843210,479—26,198490,627
Gary KnightRSU2025-11-28——6,986—319,959
Todd CarlsonRSU2025-11-04——11,063—495,512
Adam MillerRSU2025-11-28——27,947—1,279,973
Kevin KnightRSU2025-11-28——23,580—1,079,964
Kevin KnightPSU2025-11-281,45935,370—88,4251,656,023
Adam MillerPSU2025-11-281,72941,920—104,8001,962,694

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Andrew Hess$399,971$613,295$060.5%
Gary Knight319,959490,627060.5%
Todd Carlson495,512000.0%
Adam Miller1,279,9731,962,694060.5%
Kevin Knight1,079,9641,656,023060.5%

% 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

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Andrew HessRSU315—$16,468
KnightRSU432—22,585
Andrew HessRSU540—28,231
Andrew HessRSU914—47,784
Andrew HessRSU1,310—68,487
KnightRSU1,459—76,277
Andrew HessRSU1,621—84,746
Adam MillerRSU1,729—90,392
KnightRSU1,963—102,626
Andrew HessRSU3,438—179,739
KnightRSU3,710—193,959
KnightRSU5,390—281,789
KnightRSU5,682—297,055
Andrew HessRSU5,727—299,408
Adam MillerRSU6,134—320,686
KnightRSU6,625—346,355
KnightRSU6,986—365,228
Andrew HessRSU8,733—456,561
Adam MillerRSU11,592—606,030
KnightRSU12,519—654,493
Adam MillerRSU17,758—928,388
KnightRSU18,194—951,182
KnightRSU19,180—1,002,730
Andrew HessRSU19,238—1,005,763
KnightRSU20,213—1,056,736
Adam MillerRSU20,215—1,056,840
KnightRSU20,760—1,085,333
Andrew HessRSU21,475—1,122,713
KnightRSU23,580—1,232,762
Adam MillerRSU27,947—1,461,069
Adam MillerRSU64,878—3,391,822
KnightRSU68,228—3,566,960
KnightRSU70,068—3,663,155
Adam MillerRSU75,805—3,963,085
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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 Service149,788129,999——0279,787
Roberta Roberts ShankIndependent · Compensation (Chair) · Audit · Strategy Development · Communications / Marketing and Sales / Customer Service32,500219,981——0252,481
Louis HobsonIndependent · Nominating and Corporate Governance · Finance (Chair) · Audit71,638179,963——0251,602
Michael GarnreiterIndependent · Finance · Audit100,000149,985——0249,985
Amy BoergerIndependent · Nominating and Corporate Governance · Compensation · Not standing for re-election104,404139,992——0244,396
Kathryn MunroIndependent · Nominating and Corporate Governance · Executive · Compensation · Strategy Development73,500169,971——0243,471
Jessica PowellIndependent · Nominating and Corporate Governance · Finance · Strategy Development112,808129,999——0242,807
Douglas ColIndependent · Nominating and Corporate Governance · Finance · Compensation · Corporate Governance · Newly elected91,078104,349——0195,427
Robert Synowicki JrIndependent · Not standing for re-election39,60146,971——086,572
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

ComponentFY2025
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

Each company listed discloses KNX in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named KNX in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1C.H. Robinson Worldwide, Inc.2025David Bozeman$1,100,962$6,984,383$0$2,879,618$11,045,949
2J.B. Hunt Transport Services, Inc.2025Shelley Simpson961,3856,927,52901,067,4219,004,371
3GXO Logistics, Inc.2025Patrick Kelleher239,6156,506,536060,2267,628,275
4RXO, Inc.2025Drew Wilkerson703,1546,339,646—529,2497,589,549
5Knight-Swift Transportation Holdings Inc.2025Adam Miller950,0003,242,667—803,1305,011,329
6Landstar System, Inc.2025Frank Lonegro800,0003,473,0490210,0004,574,887
7Hub Group, Inc.2024Phillip Yeager850,0002,400,342—552,5003,964,450
8ArcBest Corp2025Seth Runser575,000390,2540201,9881,234,403

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

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Knight-Swift Transportation Holdings Inc.not disclosedPRSU 60 · RSU 40not disclosedPearl Meyer
ArcBest Corpnot disclosedC-LTIP 60 · RSU 40not disclosedMeridian Compensation Partners, LLC
C.H. Robinson Worldwide, Inc.171%PSU 60 · RSU 40NoSemler Brossy
GXO Logistics, Inc.not disclosednot disclosedYes — Relative Total Shareholder Return (rTSR) compared to the S&P MidCap 400 IndexF.W. Cook
Hub Group, Inc.not disclosedRSU 50 · PRSU 50NoAon
J.B. Hunt Transport Services, Inc.not disclosedPSU 60 · RSU 40NoMeridian Compensation Partners, LLC
Landstar System, Inc.not disclosednot disclosednot disclosedFW Cook; Compensation Strategies, Inc.
RXO, Inc.not disclosedPRSU 50 · RSU 50not disclosedPearl 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 yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-12145,003,1514,260,59551,60797.15%Passed
20252025-05-13131,853,7256,346,326319,54695.41%Passed
20242024-05-14137,927,8982,321,332101,07198.34%Passed
20232023-05-16136,844,7358,397,419221,67994.22%Passed
20222022-05-17134,592,32010,373,77199,67092.84%Passed
20212021-05-18139,819,3502,399,646135,08998.31%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 yearMeeting dateApproval — company’s computation
20262026-05-1297.15%a
20252025-05-1395.41%b
20242024-05-1498.34%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 ↗
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