DEF 14A of Knight-Swift Transportation Holdings Inc., Apr 3, 2025

DEF 14A of Knight-Swift Transportation Holdings Inc.

Filed Apr 3, 2025 · FY20240001492691-25-000029

Open on EDGAR

  1. BOARD COMMITTEES

    BOARD COMMITTEES Currently, our Board has an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Finance Committee, and Executive Committee. Each committee, except our Executive Committee, is composed entirely of independent directors, each of whom is a “non-employee director” as defined in Rule 16b-3(b)(3) under the Exchange Act and an “independent director” for purposes of the rules of the NYSE. Members serve on these committees until their respective resignations or until otherwise determined by our Board. Our Board may from time to time establish other committees. Current committee memberships are as follows:

  2. BOARD COMMITTEES

    | Name | | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Finance Committee | Executive Committee | | Amy Boerger | | X | | X | | | | Douglas Col | | | | X | X | | | Reid Dove | | | | | | | | Michael Garnreiter | | | | | X | | | Louis Hobson | | X | | X | X | | | Gary Knight | | | | | | X | | Kevin Knight (Executive Chairman of the Board) | | | | | | | | Adam Miller | | | | | | | | Kathryn Munro | | | X | X | | X | | Jessica Powell | | X | | X | | | | Roberta Roberts Shank | | X | | | | | | Robert Synowicki, Jr.* | | | X | X | | | | David Vander Ploeg (Lead Independent Director) | | X | | | | X | | X | –Member | | | | | | | | –Committee Chairperson | | | | | |

  3. BOARD COMMITTEES

    * Mr. Synowicki is not standing for reelection.

  4. BOARD COMMITTEES

    | Audit Committee MEMBERS Michael Garnreiter (Chair) Amy Boerger Louis Hobson Jessica Powell Roberta Roberts Shank David Vander Ploeg MEETINGS IN 2024: 8 | RISK OVERSIGHT •oversees assessment and management of financial risks •responsible for overseeing potential conflicts of interests PRIMARY RESPONSIBILITIES •reviews the audit plans and findings of our independent registered public accounting firm and our internal audit staff; •reviews our financial statements, including any significant financial items and/or changes in accounting policies, with our management and independent registered public accounting firm; •reviews, with management and our independent registered public accounting firm, our financial risk and control procedures, compliance programs, and significant tax, legal, and regulatory matters; •has the sole discretion to appoint and oversee our independent registered public accounting firm and evaluate such firm’s independence; •monitors compliance procedures with our internal audit department as well as oversees performance of the internal audit department; •establishes procedures for reviewing and investigating complaints regarding accounting, internal controls, auditing matters, or other illegal or unethical acts; and •reviews with management the Audit Committee Report for inclusion in the proxy statement filed with the Securities and Exchange Commission ("SEC"). The Audit Committee operates pursuant to a charter, which is available at www.knight-swift.com. | | All members of the Audit Committee are independent and the Board has determined that four out of six Audit Committee members, is an “audit committee financial expert” within the meaning of the SEC’s regulations. Mr. Garnreiter has been designated as the audit committee financial expert. Mr. Garnreiter is an independent director under the rules of the NYSE. | | | The Audit Committee Report with respect to our financial statements is on page 62. | The Company has always received an unqualified opinion from its auditor, has never restated its financials, has never been untimely in its financial disclosure filings, and has not had a material weakness in its internal controls. |

  5. BOARD COMMITTEES

    | Compensation Committee MEMBERS Roberta Roberts Shank (Chair) Kathryn Munro Robert Synowicki, Jr.* MEETINGS IN 2024: 5 | | | | RISK OVERSIGHT •responsible for overseeing the management of risks relating to our executive and non-executive compensation policies and practices and the incentives created by our compensation policies and practices •oversees risks relating to our policies and practices regarding our management of human capital resources, including talent management, culture, diversity and inclusion PRIMARY RESPONSIBILITIES •annually evaluates the performance of, determines, approves, and recommends to the Board the base salary, cash incentives, equity awards, and all other compensation for our CEO and NEOs and evaluates performance in light of goals and objectives; •adopts, oversees, and periodically reviews and makes recommendations to the Board regarding the operation of all of our equity-based compensation plans and incentive compensation plans, programs, and arrangements, including establishing criteria for the terms of awards granted to participants under such plans; •annually reviews and makes recommendations to the Board regarding the outside directors’ compensation arrangements to ensure their competitiveness and compliance with applicable laws; •annually approve the appointment of our independent compensation consultant; •reviews with management the Compensation Discussion and Analysis for inclusion in the proxy statement filed with the SEC; and •oversees human capital management. The Compensation Committee operates pursuant to a charter, which is available at www.knight-swift.com. | | All members of the Compensation Committee are independent. All members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act. Pearl Meyer, the Company’s compensation consultant, is independent and no conflict of interest exists. | | | The Compensation Committee Report with respect to our executive compensation is on page 31. * Mr. Synowicki is not standing for reelection. | |

  6. BOARD COMMITTEES

    For 2024, the Compensation Committee retained Pearl Meyer as its independent compensation consultant to provide advice and services such as the following: •analysis and recommendations that inform the Compensation Committee's decisions with respect to director and executive officer compensation; •market pay data and competitive-position benchmarking; •analysis and input on peer group development; •analysis and input on performance measures and goals; •analysis and input on compensation program structure; •an assessment of the risks under our compensation programs; and •update on market trends and the regulatory environment as it relates to executive compensation, including corporate governance aspects. Pursuant to SEC rules and NYSE listing standards, the Compensation Committee assessed the independence of Pearl Meyer, and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the Compensation Committee. In connection with this assessment, the Compensation Committee considered, among others, the following factors: •the provision of other services to us by the firm that employs the compensation advisor; •the amount of fees received from us by the firm that employs the compensation advisor as a percentage of the total revenue of the firm; •the policies and procedures of the firm that employs the compensation advisor that are designed to prevent conflicts of interest; •any business or personal relationship of the compensation advisor with any member of the Compensation Committee; •any stock in our company owned by the compensation advisor or the advisor's immediate family members, or the firm that employs the compensation advisor; and •any business or personal relationship of the compensation advisor or the firm that employs the advisor with any of our executive officers. Pearl Meyer did not perform other services for the Company in 2024, and would not do so without the prior consent of the Compensation Committee. Pearl Meyer's role in establishing the compensation of our named executive officers, to the extent material, are addressed under “Executive Compensation – Compensation Discussion and Analysis.”

  7. BOARD COMMITTEES

    | Finance Committee MEMBERS Robert Synowicki, Jr. (Chair)* Douglas Col Michael Garnreiter Louis Hobson MEETINGS IN 2024: 4 | RISK OVERSIGHT •monitors and mitigates risks relating to our deployment of financial resources, the management of our balance sheet, and the investment of cash and other assets PRIMARY RESPONSIBILITIES •reviews and monitors the deployment of our financial resources and policies, the management of our balance sheet, and the investment of cash and other assets; •reviews and makes recommendations to the Board regarding our operating and capital budgets and monitors actual performance against our budgets and projections; •reviews our capital structure, liquidity, financing plans, and other treasury policies, including off-balance sheet financings; •reviews with the Board and management our financial risk exposure relating to financing activities; and •annually reviews the Finance Committee Charter for adequacy and compliance with the duties and responsibilities set forth therein. | | All members of the Finance Committee are independent. * Mr. Synowicki is not standing for reelection. | |

  8. BOARD COMMITTEES

    | Nominating and Corporate Governance Committee MEMBERS David Vander Ploeg (Chair) Amy Boerger Douglas Col Louis Hobson Kathryn Munro Jessica Powell Robert Synowicki, Jr.* MEETINGS IN 2024: 4 | | | | RISK OVERSIGHT •responsible for overseeing implementation of appropriate corporate governance procedures, monitoring and overseeing the management and mitigation of operating, sustainability, cybersecurity, and information security risks, and overseeing the management of risks associated with the independence of our Board •reviews enterprise operating risks, other than financial and internal controls risks •responsible for oversight of our plans, policies, and disclosures related to ESG and sustainability matters PRIMARY RESPONSIBILITIES •considers and recommends the criteria, qualifications, and attributes of candidates for nomination to the Board and its committees; •identifies, screens, and recommends qualified candidates for Board membership; •advises the Board with respect to the Board composition, diversity, size, attributes, procedures, and committees; •evaluates director nominee recommendations proposed by stockholders; •periodically reviews and makes recommendations to the Board regarding corporate governance policies and principles, including our Corporate Governance Guidelines; •oversees the evaluation of the Board; •considers and makes recommendations to prevent, minimize, resolve, or eliminate possible conflicts of interest; •reviews and evaluates the Company’s enterprise operating risks, including cybersecurity but excluding financial and internal controls risks, and makes recommendations to the Board and management concerning risk management practices and mitigation efforts; •oversees and evaluates risks relating to our ESG strategy and reporting and emerging issues potentially affecting the reputation of the Company; and •assesses and develops succession plans for executive officers and other appropriate management personnel. The Nominating and Corporate Governance Committee operates pursuant to a charter, which is available at www.knight-swift.com | | All members of the Nominating and Corporate Governance Committee are independent. * Mr. Synowicki is not standing for reelection. | |

  9. BOARD COMMITTEES

    | Executive Committee | The Executive Committee did not hold any meetings in 2024. The Executive Committee is authorized to act on behalf of the Board when the Board is not in session, with the exception of certain actions. The Executive Committee is currently comprised of Kevin Knight (Chair), Gary Knight, Kathryn Munro, and David Vander Ploeg. |

  10. Nominees for Director

    Nominees for Director If elected at the Annual Meeting, the term of each director expires at the 2026 Annual Meeting of Stockholders.

  11. Nominees for Director

    | AMY BOERGER | Ms. Boerger served as Vice President and General Manager at Cummins Inc. until her retirement in March 2023. Ms. Boerger worked for Cummins for 39 years. During this time, much of her work was focused on the North American highway market, pioneering advancements of the trucking industry through building relationships with stakeholders and contributing to Cummins’ Emissions Solutions business. Ms. Boerger currently serves on the board of directors of Rush Enterprises, Inc., a premier solution to the commercial vehicle industry. Prior to serving as Cummins’ Vice President and General Manager, Ms. Boerger worked as a product engineer and account executive. Ms. Boerger holds a Bachelor of Science in Mechanical Engineering from Valparaiso University. The Board believes Ms. Boerger’s extensive and broad experience in the transportation industry will provide insight with the industry and continuing challenging regulatory environment. | | Age: 62 | Director Since 2023 | Independent: Yes Committees: Audit, Nominating and Corporate Governance Other Current Company Boards: Rush Enterprises, Inc. | |

  12. Nominees for Director

    | DOUGLAS COL | Mr. Col served as Executive Vice President and Chief Financial Officer of Saia, Inc., a transportation company providing less-than-truckload services across North America, from January 2020 through his retirement as Chief Financial Officer in May 2024. Mr. Col joined Saia in 2014 as Vice President and Treasurer. Prior to joining Saia, Mr. Col was a director in the transportation investment banking group at Cowen and Company from 2012 to 2013. From 2006 to 2011, Mr. Col was an equity analyst at Wellspring Management where he focused on industrial and transportation sectors. Mr. Col was a fund manager at Red Rock Partners from 2004 to 2006. Mr. Col is a current member of the board of directors of Proficient Auto Logistics, Inc., a specialized freight company focused on providing automobile transportation and logistics services. Mr. Col received his MBA from Vanderbilt University – Owen Graduate School of Management in 1994 and spent ten years at Morgan Keegan & Company where he was a Managing Director focused on transportation equities. Mr. Col also has a Bachelor of Civil Engineering degree from the Georgia Institute of Technology. The Board believes Mr. Col’s extensive industry experience brings valuable guidance to our Board. | | Age: 60 | Director Since 2025 | Independent: Yes Committees: Finance, Nominating and Corporate Governance Other Current Company Boards: Proficient Auto Logistics, Inc. | |

  13. Nominees for Director

    | REID DOVE | Mr. Dove was appointed to the board of directors of Knight-Swift in connection with our acquisition of AAA Cooper Transportation, a leading LTL carrier, and has served as a member of the board of directors of Knight-Swift since 2021. Mr. Dove joined AAA Cooper Transportation (our subsidiary since July 2021) in 1994 and served multiple roles within the company, including as the former Chief Executive Officer of AAA Cooper Transportation, a position held through June 2024, and the current Chairman of the Board of AAA Cooper Transportation. He is involved in many civic, educational and charitable boards both nationally and in his home state of Alabama. Mr. Dove earned his Bachelor’s degree in Supply Chain from Auburn University. The Board believes Mr. Dove provides valuable industry insight and perspective by virtue of his many years of executive-level leadership experience in the industry. | | Age: 53 | Director Since 2021 | Independent: No Committee: None Other Current Company Boards: Gardian Industries; Good Day Farm | |

  14. Nominees for Director

    | MICHAEL GARNREITER | Mr. Garnreiter has served as a member of the board of directors of Knight since 2003. Mr. Garnreiter currently provides financial consulting services to certain business of various sizes and during 2021 through 2023 Mr. Garnreiter served as Interim Chief Financial Officer for LeVecke Corporation, a privately held distilled spirits bottling company. Mr. Garnreiter served as treasurer of Shamrock Foods Company, a privately held manufacturer and distributor of foods and food-related products, from 2012 until his retirement in December 2015. From 2010 until 2012, Mr. Garnreiter was a managing director of Fenix Financial Forensics LLC, which provides financial analysis, forensic accounting, litigation support, and other dispute resolution services. Mr. Garnreiter is also the Chairman of the board of directors and chair of the audit committee of Axon Enterprise, Inc. (formerly, Taser International, Inc.), a manufacturer of less-lethal protection devices; chair of the audit and executive committees for Amtech Systems, Inc., a supplier of horizontal diffusion furnace systems; and is the former Chairman and current member of the board of directors of Banner Health Systems, a nonprofit multistate hospital system based in Phoenix, Arizona. Mr. Garnreiter began his career with Arthur Andersen LLP in 1974 after graduating with a Bachelor of Science degree in accounting from California State University at Long Beach, ultimately serving as a senior audit partner. Mr. Garnreiter is a Certified Public Accountant and is a Certified Fraud Examiner. As a member of our Board, Mr. Garnreiter offers financial, accounting, and managerial expertise gained from the various executive and supervisory roles he has held throughout his career. The experience acquired through Mr. Garnreiter’s positions as a director of several publicly traded and privately held companies benefit the Company, the Board, and our stockholders. | | Age: 73 | Director Since 2003 | Independent: Yes Committees: Audit (Chair), Finance Other Current Company Boards: Axon Enterprise, Inc., Amtech Systems, Inc., Banner Health Systems | |

  15. Nominees for Director

    | LOUIS HOBSON | Mr. Hobson has served as a member of the board of directors of Knight-Swift since 2021. Since 2019, Mr. Hobson has served as the Senior Vice President of North America Flood Insurance and since 2024, Mr. Hobson has served as President of StreamLabs, both for Chubb Insurance, LTD, a publicly traded property and casualty insurance company. From 2017 through 2018, Mr. Hobson served as the President and Chief Executive Officer of National Flood Services, a provider of business process services in flood insurance. From 2015 through 2017, Mr. Hobson served as Executive Vice President of Aon National Flood Services, a financial service and insurance company. From 2004 to 2013, Mr. Hobson held many roles, including Principal, with the Boston Consulting Group, a management consulting firm, where he served as an advisor to C-suite executives of Fortune 500 companies, providing counsel on a wide range of topics, including competition, growth, turnaround, and talent. From 2017 through 2018, Mr. Hobson was a member of the board of the American Red Cross of Chicago and Northern Illinois. In 2022, Mr. Hobson rejoined the board of the American Red Cross of Illinois and currently is a member of the Board Development and Bio Medical Services Committees. Mr. Hobson holds a Bachelor of Science degree in Electrical Engineering and a Master’s degree in Business Administration, both from Stanford University. The Board believes Mr. Hobson’s extensive executive-level leadership and business experience through a variety of economic environments makes him a valuable asset for the Board and the Company. | | Age: 44 | Director Since 2021 | Independent: Yes Committees: Audit, Nominating and Corporate Governance, Finance Other Current Company Boards: American Red Cross of Illinois | |

  16. Nominees for Director

    | GARY KNIGHT | Mr. Knight has served as a Vice Chairman of the board of directors of Knight since 2004, and currently serves as the Vice Chairman of the Company. Mr. Knight served as Knight’s President from 1993 to 2004, and has been one of Knight’s officers and a member of Knight’s Board since 1990. From 1975 until 1990, Mr. Knight was employed by Swift, where he was an Executive Vice President. Mr. Knight is the first cousin of Kevin Knight. The selection of Mr. Knight as a director was based upon, among other things, his significant leadership experience and knowledge of the Company. Mr. Knight’s qualifications to serve on our Board also include his extensive knowledge of the transportation industry. | | Age 73 | Director Since 2004 | Independent: No Committee: Executive Other Current Company Boards: None | |

  17. Nominees for Director

    | KEVIN KNIGHT | Mr. Knight has served as the Chairman of the board of directors of Knight since 1999 (including as the Executive Chairman since January 2015) and served as the CEO of Knight from 1993 through December 2014, and currently serves as a full-time executive officer of the Company in his role as Executive Chairman. He has been one of our officers and directors since 1990. From 1975 to 1984 and again from 1986 to 1990, Mr. Knight was employed by Swift, where he served as Executive Vice President and President of Cooper Motor Lines, Inc., a former Swift subsidiary. Mr. Knight is the first cousin of Gary Knight. The selection of Mr. Knight as a director was based, among other things, upon his extensive experience in business operations, knowledge of the transportation industry, and exemplary executive leadership and mentorship since Knight’s founding. Mr. Knight also has exhibited commendable dedication to our financial and operating performance. | | Age 68 | Director Since 1999 | Independent: No Committees: Executive (Chair) Other Current Company Boards: None | |

  18. Nominees for Director

    | ADAM MILLER | Mr. Miller joined Knight in 2002. In February 2024, Mr. Miller was appointed as a director and Chief Executive Officer of Knight-Swift Transportation Holdings Inc., prior to which he served as President of Swift (since November 2020) and CFO of Knight-Swift Transportation Holdings Inc. (since the merger with Swift in September 2017). Before the merger, Mr. Miller served as CFO for Knight since 2012, and also served as the Secretary and Treasurer since 2011. Prior to becoming CFO of Knight, Mr. Miller served as the Senior Vice President of Accounting and Finance from 2011 to 2012 and as Controller of Knight Refrigerated, LLC, a subsidiary of Knight, from 2006 to 2011. Prior to his appointment as Controller of Knight Refrigerated, LLC, Mr. Miller served in several other accounting and finance positions at Knight since 2002. Mr. Miller earned his Bachelor of Science degree in Accounting from Arizona State University and is a Certified Public Accountant in the state of Arizona. The selection of Mr. Miller as a director was based, among other things, upon his extensive transportation, leadership, and finance experience and his deep understanding of Company culture and commitment to maintaining our financial and operating performance. | | Age 44 | Director Since 2024 | Independent: No Committee: None Other Current Company Boards: None | |

  19. Nominees for Director

    | KATHRYN MUNRO | Ms. Munro has served as a member of the board of directors of Knight since 2005. She is a principal of BridgeWest, LLC, a private equity investment company specializing in wireless technology companies, a position she has held since 2003. Prior to BridgeWest, Ms. Munro spent 20 years at Bank of America Corporation where she held a variety of senior executive positions. Ms. Munro has served on the board of directors of Pinnacle West Capital Corporation, an investor-owned electric utility holding company, from 2002 to 2024. Ms. Munro is a past board member at Premera Blue Cross, Tosco Corporation, Central Newspapers, and Flow International Corp. The Board, upon the recommendation of the Nominating and Corporate Governance Committee (without Ms. Munro present), has, in accordance with its Corporate Governance Guidelines, approved waivers to the retirement age for directors for Ms. Munro to stand for reelection at the 2024 and 2025 Annual Meetings, and determined that such waivers were in the best interests of the Company because of her continued valuable contributions to the Board, promotion of gender and tenure diversity on the Board, and her extensive knowledge and familiarity with the Company. From her distinguished career in commercial banking, Ms. Munro brings business acumen and financial knowledge to our Board and provides insightful guidance and independent leadership. | | Age 76 | Director Since 2005 | Independent: Yes Committees: Compensation, Nominating and Corporate Governance, Executive Other Current Company Boards: None | |

  20. Nominees for Director

    | JESSICA POWELL | Ms. Powell currently serves as Associate General Counsel for California Closet Company, Inc., a large manufacturer, designer, and installer of custom storage solutions throughout North America. Prior to her work for California Closets, Ms. Powell was a partner at a law firm, Ryley Carlock & Applewhite (“RCA”) from 2014 to 2021. Ms. Powell was a leader of the Corporate, Banking and Real Estate practice group at RCA and represented transportation, banking and technology companies as an attorney for over 15 years. During her legal career, Ms. Powell gained extensive experience in legal, regulatory, compliance and governance matters, and has frequently advised clients on securities and finance matters, mergers and acquisitions and intellectual property strategy, amongst numerous other issues. Ms. Powell holds a Bachelor of Arts degree in International Relations from Stanford University and a Juris Doctor from the University of Chicago. The Board believes Ms. Powell’s wide-ranging legal, corporate, regulatory, and governance experience makes her a valuable asset for the Board and the Company. | | Age 44 | Director Since 2023 | Independent: Yes Committees: Audit, Nominating and Corporate Governance Other Current Company Boards: None | |

  21. Nominees for Director

    | ROBERTA ROBERTS SHANK | Ms. Roberts Shank has been a member of Knight's board of directors since February 2016, bringing over two decades of executive leadership experience and operational expertise. As the Chief Executive Officer, President, and Director of Chas Roberts A/C and Plumbing, Arizona's largest residential air conditioning installer, she has led the company since 2000. During her tenure, Ms. Roberts Shank has driven significant growth, operational efficiency, and market leadership, ensuring sustained profitability and customer satisfaction. Her strategic acumen has earned her numerous accolades, including the 2014 CEO of the Year by the ACE Awards and recognition as one of Arizona's most dynamic women in business. She was also honored with the Greater Phoenix Chamber of Commerce Impact Award for her contributions to the region's economic and community development. Ms. Roberts Shank further strengthens her governance credentials as a board member of U-Haul, North America's largest "do-it-yourself" moving and storage operator, since December 2019, and previously served on their Advisory Board. Her governance experience is complemented by a deep commitment to community service through leadership roles with the Boys and Girls Club of Metro Phoenix, the City of Phoenix Planning Commission, and Greater Phoenix Leadership. The Board values Ms. Roberts Shank as an indispensable asset, citing her proven track record of delivering business results, guiding organizations through dynamic economic environments, and her ability to align operational excellence with long-term shareholder value. | | Age 58 | Director Since 2016 | Independent: Yes Committees: Audit, Compensation (Chair) Other Current Company Boards: U-Haul, Chas Roberts A/C and Plumbing Inc., Greater Phoenix Leadership | |

  22. Nominees for Director

    | DAVID VANDER PLOEG | Mr. Vander Ploeg has served on the board of directors of Knight-Swift since 2017 and currently serves as our lead independent director. He currently serves as Founder and President of Dutchman Advisors, LLC, a management consulting, and private investment company. Mr. Vander Ploeg previously served on the board of directors of Swift from 2009 to 2017. Mr. Vander Ploeg is the retired Executive Vice President and CFO of School Specialty, Inc., a distributor of products and curriculum solutions in the education marketplace, where he served from 2008 until December 2013. Prior to that role, Mr. Vander Ploeg spent 24 years at Schneider National, Inc., a provider of transportation and logistics services and was Executive Vice President and CFO from 2004 until his departure in 2007. Prior to joining Schneider, Mr. Vander Ploeg was a senior auditor for Arthur Andersen. He is a past board member at The Clearwing Group, Energy Bank, Inc., Bellin Psychiatric Hospital, Dutchland Plastics Corp., and Carson Dellosa. Mr. Vander Ploeg holds a Bachelor’s degree in accounting and a Master’s degree in business administration from the University of Wisconsin-Oshkosh. Mr. Vander Ploeg’s qualifications to serve on our Board include his extensive experience in the transportation and logistics services industry and his past public company and finance and audit experience provide us with valuable insight on public company governance practices. | | Age 66 | Director Since 2009 | Independent: Yes Committee: Audit, Nominating and Corporate Governance (Chair), Executive Other Current Company Boards: None | |

  23. Director Compensation

    Director Compensation We pay only non-employee directors for their services as directors. Directors who are also officers or employees of the Company are not eligible to receive any of the compensation described below. For 2024, non-employee directors were eligible for the following compensation:

  24. Director Compensation

    | | Member | Cash Retainer for Lead Independent Director/Committee Chair Cash Retainer | | Compensation Element | | | | Board Service Cash Retainer1 | $90,000 | $25,000 | | Equity Award Annual Equity Grant1 | $130,000 | $— | | Committee Service Cash Retainer | | | | Audit | $10,000 | $15,000 | | Compensation | $7,500 | $12,500 | | Nominating and Corporate Governance | $6,000 | $10,000 | | Finance | $5,000 | $6,000 | | Executive | — | — | | Meeting Fees | None | |

  25. Director Compensation

    1 Our non-employee directors receive a base retainer of $220,000, with a minimum of $130,000 in the form of an annual equity grant. Non-employee directors may elect to receive up to the entire $220,000 retainer in the form of equity. No additional retainers are paid to the members or the Chairperson of the Executive Committee. No other fees are paid for attendance at Board or committee meetings, except for reimbursement of expenses to attend Board and committee meetings. The following table provides information for the fiscal year ended December 31, 2024, regarding all plan and non-plan compensation awarded to, earned by, or paid to, each non-employee who served as a director during 2024.

  26. Director Compensation

    | Director1 | Fees Earned or Paid in Cash | Stock Awards Cash Value2 | All Other Compensation | Total | | Amy Boerger | $106,000 | $129,984 | $— | $235,984 | | Michael Garnreiter | 90,000 | 149,974 | — | 239,974 | | Louis Hobson | 91,000 | 149,974 | — | 240,974 | | Kathryn Munro | 63,500 | 169,964 | — | 233,464 | | Jessica Powell | 106,000 | 129,984 | — | 235,984 | | Roberta Roberts Shank | 22,500 | 219,988 | — | 242,488 | | Robert Synowicki, Jr.3 | 109,500 | 129,984 | — | 239,484 | | David Vander Ploeg | 135,000 | 129,984 | — | 264,984 |

  27. Director Compensation

    1Mr. Col began serving as a director in 2025. 2The amounts shown reflect the aggregate grant date fair value of stock awards granted to non-employee directors during 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The grant date fair value for common stock was measured based on the closing price of our common stock on the date of grant (the date of our 2024 Annual Meeting). 3Mr. Synowicki is not standing for reelection at the Annual Meeting.

  28. CAPITAL DEPLOYMENT

    Our 2024 compensation plan was based on a conservative pay policy with executive officer pay targeted to the market median and was designed to appropriately award our executive officers for these results and the stockholder value they created by directly linking pay and performance. The goals of our 2024 compensation program were to: •motivate pursuit of our business initiatives, prioritizing both growth and return, with an emphasis on consolidated operating income and revenue growth to reward continued focus on growth of our diversified businesses while focusing on cost controls; •incentivize executives to continue to operate with industry-leading efficiency, with a total stockholder return (“TSR”) modifier to provide incremental value creation relative to peers; •reinforce long-term value creation and encourage sustained earnings growth, which was accomplished through performance-based cash and equity awards, including the use of Adjusted EPS CAGR in our performance-based long-term incentives; and •retain an executive team that we were confident would continue to be the best team in the industry in maximizing stockholder value. Our 2025 compensation design has a similar structure because the Compensation Committee believes the plan design: •is competitive with our peer group and primary competitors for talent, as we target overall compensation at the market median for our executives as a group, while allowing for exceptions based on experience and individual responsibilities and performance; •incentivizes diversification of revenue streams and profitable growth of our business, while emphasizing stringent cost controls and operating efficiencies; •attracts and retains our talented executives that have produced industry-leading results, which encourages a smooth transition of leadership, such as the transition of leadership from David Jackson to Adam Miller as CEO of the Company in 2024; •provides stability through conservative but competitive base salary, which ensures reasonable base pay if targets are not met, mitigating the need for excessive risk-taking; •aligns our executives’ interests with our corporate strategies, our business objectives, and the long-term interests of our stockholders, with 60% of our long-term incentives comprised of performance-based awards; •reinforces long-term value creation, our goal of out-performing our peers, and strong pay-for-performance alignment; and •enhances our executives’ focus on and incentive to take actions designed to increase our stock price and maximize stockholder value over time, without undue risk.

  29. 2025 Compensation Plan Highlights

    | ✓ | Conservative pay policy with named executive officer and director pay targeted to the market median | | ✓ | Peer group designed to reflect companies we compete with for business and talent | | ✓ | Direct link between pay and performance that emphasizes our business objectives and drives stockholder value creation, including emphasis on our strategic goals of improving profitability of U.S. Xpress and our LTL business | | ✓ | Appropriate balance between short- and long-term compensation that appropriately focuses on both growth and return while discouraging short-term risk taking at the expense of long-term results | | ✓ | Cap on short-term cash incentive to curtail behavior focused on short-term gain | | ✓ | Independent compensation consultant retained by the Compensation Committee to advise on executive compensation matters | | ✓ | Independent Compensation Committee | | ✓ | Clawback policy | | ✓ | Anti-Pledging and Hedging Policy limiting the pledging and hedging of the Company’s securities by executives and Board members with no hardship exemption | | ✓ | Vesting periods of less than twelve months prohibited for most awards under our Omnibus Plan | | ✓ | No re-pricing or back-dating of stock options | | ✓ | No dividends paid on unvested stock awards | | ✓ | Robust key officer stock ownership and retention guidelines | | ✓ | Omnibus Plan requires double trigger vesting upon change of control | | ✓ | No tax gross-up payments |

  30. 2024 Compensation

    2024 Compensation The following graphs illustrate the allocation of primary compensation elements for our CEO and our other named executive officers in 2024 who were serving at year-end. At-risk compensation represents (i) target cash bonuses under our 2024 annual cash bonus plan, plus (ii) the value of performance-based restricted stock units, calculated by multiplying the number of shares subject to such awards by the grant date fair value computed in accordance with FASB ASC Topic 718, plus (iii) the value of time-vested restricted stock units, calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on the grant date. We consider time-vested restricted stock units to be at-risk, given changes in stock price over the three-year vesting period combined with the required employment provisions. See "Summary Compensation Table", "Grants of Plan-Based Awards Table", and the footnotes thereto for additional detail.

  31. ELEMENTS OF 2024 EXECUTIVE COMPENSATION

    | Element | Form | Time Horizon | Primary Objectives and Link to Value Creation | | Base Salary | Cash | Annual | Attract and retain our named executive officers with fixed cash compensation to provide stability that allows our named executive officers to focus their attention on business objectives and ensures reasonable base pay if targets are not met to discourage excessive risk-taking | | Annual Cash Bonus | Cash | Annual | Focus and motivate our named executive officers to achieve annual corporate financial and strategic goals with opportunity for upside based on exceptional performance, but with payout capped to curtail behavior focused on short-term gain | | Performance-Based Long-Term Incentives | PRSUs | Three-year performance period | Focus and motivate our named executive officers to achieve long-term corporate financial and operating goals and superior stockholder returns relative to our peer group Total stockholder return modifier provides direct focus on incremental value creation and relative performance metrics reinforce our objective of out-performing our peers New awards are granted annually to mitigate the risk of focusing on one specific time period Three-year vesting and performance periods align with market best practice, encourage retention, and reinforce long-term value creation PRSUs comprise 60% of our long-term incentives | | Time-Based Long-Term Incentives | RSUs | Ratable three-year vesting | Encourage retention of our named executive officers and promote stability among senior management as we transition to the next generation of leadership Time-vested RSUs comprise 40% of our long-term incentives | | Other Compensation | Other Benefits | N/A | Limited personal benefits such as 401(k) and vehicle allowance |

  32. ANNUAL CASH BONUS

    ANNUAL CASH BONUS In February 2024, the Compensation Committee approved our cash bonus plan for 2024 (the “2024 Cash Bonus Plan”) pursuant to our Second Amended and Restated 2014 Omnibus Incentive Plan (the “Omnibus Plan”). Under the 2024 Cash Bonus Plan, certain of our employees, including our named executive officers, were eligible to earn incremental cash bonuses upon satisfaction of 2024 performance targets related to adjusted operating income growth, consolidated revenue growth excluding Trucking and LTL fuel surcharge, and strategic objectives related to improving the profitability of U.S. Xpress and expanding the LTL terminal network. The Compensation Committee believes including consolidated revenue growth in both the short-term and long-term performance incentive metrics reinforces our continued emphasis on revenue growth and rewards continued focus on diversification of revenue streams. Further, by allowing the adjusted operating income growth and consolidated revenue growth targets to be considered individually, rather than linked, under the 2024 Cash Bonus Plan, the Compensation Committee sought to reduce the risk of extreme fluctuations under the short-term incentive plan, and the addition of strategic goals affords the Compensation Committee additional flexibility to reward executives for outstanding performance outside of financial metrics. In addition, payout under the 2024 Cash Bonus Plan could be adjusted between -10% and +10% based on the Company’s scores provided by several ESG rating indices, including but not limited to MSCI, Sustainalytics, CDP, EcoVadis, and S&P Global. The Compensation Committee established a target bonus potential, expressed as a percentage of year-end annualized base salary, for each of our named executive officers in 2024:

  33. ANNUAL CASH BONUS

    | Name | Target Bonus Potential | | Adam Miller | 110% | | Andrew Hess | 75% | | Kevin Knight | 100% | | Gary Knight | 75% | | Todd Carlson | 75% |

  34. ANNUAL CASH BONUS

    With input from Pearl Meyer, the 2024 performance targets were reviewed and approved by the Compensation Committee.

  35. 2024 CASH BONUS PAYOUT AND PERFORMANCE TARGET RANGE

    2024 CASH BONUS PAYOUT AND PERFORMANCE TARGET RANGE The payout ranges and related 2024 performance targets under the 2024 Cash Bonus Plan are summarized below:

  36. 2024 CASH BONUS PAYOUT AND PERFORMANCE TARGET RANGE

    | Adjusted Operating Income Growth (weighted at 40% of total 2024 Cash Bonus Plan payout) 1 | | | Growth Percentage | Payout % of Target | | <0.0% | 0% | | >0.0% - 10.0% | 40% | | >10.0% - 20.0% | 80% | | >20.0% - 30.0% | 120% | | >30.0% - 40.0% | 160% | | >40.0% | 200% |

  37. 2024 CASH BONUS PAYOUT AND PERFORMANCE TARGET RANGE

    1 Adjusted operating income is defined as consolidated total revenue, net of consolidated fuel surcharge, less consolidated total adjusted operating expenses, net of consolidated fuel surcharge. Adjusted operating income growth is calculated by taking 2024 adjusted operating income less 2023 adjusted operating income, divided by 2023 adjusted operating income. Adjusted operating income targets could be adjusted by the Compensation Committee to omit the effects of extraordinary items, acquisitions or dispositions, unusual, one-time or non-recurring items, amortization of intangibles, cumulative effects of changes in accounting principles, and similar items or transactions.

  38. 2024 CASH BONUS PAYOUT AND PERFORMANCE TARGET RANGE

    | Consolidated Revenue Growth (weighted at 30% of total 2024 Cash Bonus Plan payout) 2 | | | Growth Percentage | Payout % of Target | | <4.0% | 0% | | >4.0% - 6.0% | 40% | | >6.0% - 8.0% | 80% | | >8.0% - 10.0% | 120% | | >10.0% - 12.0% | 160% | | >12.0% | 200% |

  39. 2024 CASH BONUS PAYOUT AND PERFORMANCE TARGET RANGE

    2 Consolidated revenue growth is calculated by taking the total of 2024 consolidated revenue less 2024 trucking and LTL fuel surcharge, less 2023 consolidated revenue less 2023 trucking and LTL fuel surcharge, divided by 2023 consolidated revenue less 2023 trucking and LTL fuel surcharge. Trucking and LTL fuel surcharge is calculated as the sum of the applicable amount across each of our Truckload and LTL operating segments. Consolidated revenue growth targets could be adjusted by the Compensation Committee to omit the effects of extraordinary items, acquisitions or dispositions, unusual, one-time or non-recurring items, amortization of intangibles, cumulative effects of changes in accounting principles, and similar items or transactions. The Compensation Committee set strategic objectives for 2024, weighted at 30% of the total 2024 Cash Bonus Plan payout (the "Strategic Objectives"). The Strategic Objectives consist of (1) improving the profitability of U.S. Xpress and (2) expanding the terminal network within our LTL business organically and/or through mergers and acquisitions. The Compensation Committee has discretion to award the 2024 Cash Bonus Plan payouts based on the Compensation Committee's assessment of management's performance towards achieving the Strategic Objectives. The Compensation Committee viewed the 2024 performance targets as reflecting a mix of financial and strategic goals that maintained significant emphasis on the Company's overall financial performance while prioritizing strategic goals integral to the Company's future success. The Compensation Committee viewed the financial goals as demonstrating a range of performance that was challenging yet reasonable, with the upper end of the range reflecting a significant accomplishment. Each year, the Compensation Committee reviews and adjusts one or more of the performance targets to set goals that are achievable yet uncertain, and that the Compensation Committee believes will motivate our senior management team to continue to improve operating performance and create value for our stockholders. In February 2025, the Compensation Committee assessed performance under the 2024 Cash Bonus Plan and determined that the adjusted operating income growth target was not met; consolidated revenue growth was 4.8%; and, in light of the improvement in profitability at U.S. Xpress since the close of the acquisition compared to the change in profitability at similar public Truckload peers over the same period, as well as the increase in LTL door count resulting from the acquisition of the LTL division of DHE and organic facility growth, both Strategic Objectives were met at the 200% level. Based on the Company's ratings by certain ESG agencies, the ESG modifier was applied at +10%, resulting in the following payouts to our named executive officers after the release of our Form 10-K for the year ended December 31, 2024:

  40. 2024 CASH BONUS PAYOUT AND PERFORMANCE TARGET RANGE

    | Name | Payout | % of Target | | Adam Miller | $827,640 | 79.2 | | Andrew Hess | $297,000 | 79.2 | | Kevin Knight | $673,200 | 79.2 | | Gary Knight | $267,300 | 79.2 | | Todd Carlson | $332,640 | 79.2 |

  41. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES In March 2024, in connection with his appointment as CFO, the Compensation Committee approved a grant of 5,130 time-vested RSUs and 7,695 PRSUs to Mr. Hess. The RSUs vest as follows: (i) 33% on January 31, 2025, (ii) 33% on January 31, 2026, and (iii) 34% on January 31, 2027. The PRSUs vest based on certain Company and relative performance goals for a performance period ending December 31, 2026, as described under the heading “Executive Compensation – 2023 PRSU Payout and Performance Range” in our proxy statement relating to our 2024 Annual Meeting. In November 2024, the Compensation Committee approved the following grants of PRSUs and RSUs to the named executive officers under the Omnibus Plan:

  42. LONG-TERM INCENTIVES

    | | Target Performance-Based Long-Term Incentives (60% of Grant) | | Target Time-Based Long-Term Incentives (40% of Grant) | | Total Target Long-Term Incentives (in Dollars) 1 | | Name | No. of PRSUs | Target (in Dollars) 1 | No. of RSUs | Target (in Dollars) 1 | | | Adam Miller | 30,322 | $1,800,000 | 20,215 | $1,200,000 | $3,000,000 | | Andrew Hess | 8,590 | $510,000 | 5,727 | $340,000 | $850,000 | | Kevin Knight | 27,291 | $1,620,000 | 18,194 | $1,080,000 | $2,700,000 | | Gary Knight | 8,085 | $480,000 | 5,390 | $320,000 | $800,000 | | Todd Carlson | 8,085 | $480,000 | 5,390 | $320,000 | $800,000 |

  43. LONG-TERM INCENTIVES

    1The number of PRSUs and RSUs granted was determined by taking the applicable target (in dollars) divided by the closing price of our common stock on the last trading day preceding the grant date ($59.36). Please refer to the Summary Compensation Table and the Grants of Plan Based Awards table below for details regarding the fair value of these awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The PRSUs have a three-year performance period commencing January 1, 2025, and ending December 31, 2027. The performance targets for one-third of the PRSUs relate to attaining defined targets, where one-half relate to the compound annual growth rate in adjusted earnings per share (“Adjusted EPS CAGR”) and the other one-half relate to compound annual growth rate in consolidated revenue (excluding truckload and LTL fuel surcharge) CAGR (the “Company Performance PRSUs”). The Compensation Committee believes that the Adjusted EPS CAGR goal creates a focus on sustained growth, and that the use of consolidated revenue CAGR emphasizes our continued focus on diversification of revenue streams, particularly with the Company’s entry into the LTL market in 2021 and subsequent focus on expansion of our LTL network. The performance targets for the other two-thirds of the PRSUs relate to relative performance targets, where one-half relate to the ranking of the Company’s total revenue growth and the other one-half relate to the Company’s return on net tangible assets compared to a relative peer group of public truckload carriers selected by the Compensation Committee (the “Relative Performance PRSUs”). The peer group for the Relative Performance PRSUs consists of the following public truckload carriers (collectively, the “Performance Peer Group”):

  44. LONG-TERM INCENTIVES

    | Covenant Logistics Group, Inc. | Heartland Express, Inc. | | Marten Transport, Ltd. | Schneider National, Inc. | | Werner Enterprises, Inc. | |

  45. LONG-TERM INCENTIVES

    The Compensation Committee views the Performance Peer Group of truckload carriers as an appropriate peer group for the Relative Performance PRSUs given the more asset-intensive nature of the Performance Peer Group’s businesses. The Compensation Committee believes the Relative Performance PRSUs reinforce the Company’s objective of out-performing its peers. With input from Pearl Meyer, the PRSU performance targets were reviewed and approved by the Compensation Committee. The PRSU performance targets do not reflect any opinion or projection of management concerning Adjusted EPS CAGR, revenue, return on net tangible assets, or other performance expectations for the performance period.

  46. 2024 PRSU PAYOUT AND PERFORMANCE RANGE

    2024 PRSU PAYOUT AND PERFORMANCE RANGE The payout range and related performance goals for the Company Performance PRSUs are summarized below:

  47. 2024 PRSU PAYOUT AND PERFORMANCE RANGE

    | Adjusted EPS CAGR | | | Growth Percentage | Payout % of Target | | <10.0% | 0% | | >10.0% - 16.0% | 33% | | >16.0% - 22.0% | 67% | | >22.0% - 28.0% | 100% | | >28.0% - 34.0% | 133% | | >34.0% - 40.0% | 167% | | >40.0% | 200% |

  48. 2024 PRSU PAYOUT AND PERFORMANCE RANGE

    | Consolidated Revenue Growth (excluding Truckload and LTL Fuel Surcharge) CAGR | | | Growth Percentage | Payout % of Target | | <(4.0%) | 0% | | >(4.0%) - (2.5%) | 33% | | >(2.5%) - (1.0%) | 67% | | >(1.0%) - 0.5% | 100% | | >0.5% - 2.0% | 133% | | >2.0% - 3.5% | 167% | | >3.5% | 200% |

  49. 2024 PRSU PAYOUT AND PERFORMANCE RANGE

    The payout range and related performance goals for the Relative Performance PRSUs are summarized below.

  50. 2024 PRSU PAYOUT AND PERFORMANCE RANGE

    | Return on Net Tangible Assets | | | Rank Verus Peers | Payout % of Target | | 6 | 0% | | 5 | 40% | | 4 | 80% | | 3 | 120% | | 2 | 160% | | 1 | 200% |

  51. 2024 PRSU PAYOUT AND PERFORMANCE RANGE

    | Total Revenue Growth | | | Rank Verus Peers | Payout % of Target | | 6 | 0% | | 5 | 40% | | 4 | 80% | | 3 | 120% | | 2 | 160% | | 1 | 200% |

  52. 2024 PRSU PAYOUT AND PERFORMANCE RANGE

    The number of PRSUs earned will be increased or decreased based on our compound annual total stockholder return (“TSR”) relative to the Benchmarking Peer Group (as defined below) over the performance period, as set forth below:

  53. 2024 PRSU PAYOUT AND PERFORMANCE RANGE

    | | Relative TSR Percentile Rank | | | | | | | | | | | <35th | >35th to 40th | >40th to 45th | >45th to 55th | >55th to 60th | >60th to 65th | >65th | | Award Leverage | | -25% | -15% | -10% | 0% | 10% | 15% | 25% |

  54. 2024 PRSU PAYOUT AND PERFORMANCE RANGE

    The TSR for the Company and for any peer will be determined by the annual compound growth rate between the average stock price of each company in the Benchmarking Peer Group for the 60 trading days on and following the grant date, and the average stock price of each company in the Benchmarking Peer Group for the final 60 trading days of the performance period, with dividends reinvested at the closing stock price of the applicable stock on the date the dividend is declared. The Compensation Committee believes the TSR modifier provides direct focus on incremental value creation. An independent third party verifies the TSR at the end of the performance period. The actual number of restricted shares earned pursuant to this grant of PRSUs will be determined following the conclusion of the performance period based upon actual performance relative to the performance targets, and any earned restricted shares will vest on January 31, 2028. The time-based RSUs vest in three installments as follows: 33% on January 31, 2026, 33% on January 31, 2027, and 34% on January 31, 2028. In the decision to grant time-based equity awards, the Compensation Committee considered, among other things, the important role of RSUs in encouraging long-term retention of an executive team that is managing one of North America’s largest and most diversified transportation companies in a challenging freight environment and overseeing the diversification of our service offerings to include LTL and the buildout of our LTL network, reducing our seasonality and cyclicality, densifying our truckload network, and decreasing our asset intensity.

  55. 2021 PRSU VESTING

    2021 PRSU VESTING In December 2021, Messrs. Miller, Kevin Knight, Gary Knight, Carlson, and Jackson were granted 12,577, 15,093, 4,024, 3,773, and 17,608 PRSUs, respectively (the “2021 Target Performance PRSUs”). The 2021 Target Performance PRSUs were subject to vesting upon achievement of certain levels of Adjusted EPS CAGR and Adjusted Trucking Operating Ratio during a performance period starting on January 1, 2022 and ending on December 31, 2024, as follows:

  56. 2021 PRSU VESTING

    The number of 2021 Target Performance PRSUs and 2021 Relative Performance PRSUs earned would be increased or decreased based on our compound annual TSR relative to the Benchmarking Peer Group (as defined below) over the performance period, as set forth below:

  57. 2021 PRSU VESTING

    | | Relative TSR Percentile Rank | | | | | | | | | | | <40th | 40th to 45th | >45th to 50th | >50th to 60th | >60th to 65th | >65th to 75th | >75th | | Award Leverage | | -25% | -15% | -10% | 0% | 10% | 15% | 25% |

  58. 2021 PRSU VESTING

    With respect to the 2021 Target Performance PRSUs, the Compensation Committee determined that (i) the Adjusted EPS CAGR was (39.2)%, (ii) the Consolidated Revenue Growth (excluding Truckload and LTL Fuel Surcharge) CAGR was 6.13%, and (iii) the Company’s TSR was (1.88)%, positioning the Company below the 40th percentile of the peer group, as verified by an independent third party. Accordingly, none of the 2021 Target Performance PRSUs vested. With respect to the 2021 Relative Performance PRSUs, on January 31, 2025, the 2021 Relative Performance PRSUs vested, giving Messrs. Miller, Kevin Knight, Gary Knight, and Carlson the right to receive shares of our common stock at the performance level determined by the Compensation Committee. In March 2025, the Compensation Committee determined that (i) the Company’s Return on Net Tangible Assets ranking was second, (ii) the Company’s CAGR Total Revenue Growth ranking was second, and (iii) the Company’s TSR was (1.88)%, positioning the Company below the 40th percentile of the peer group, as verified by an independent third party, resulting in a TSR adjustment of 75%. Accordingly, in March 2025, 112.5% of the 2021 Relative Performance PRSUs were issued, resulting in Messrs. Miller, Kevin Knight, Gary Knight, and Carlson receiving 14,149, 16,980, 4,527, and 4,245 shares, respectively.

  59. COMPENSATION DECISIONS FOR 2025

    | Name | Target Bonus Potential | | Adam Miller | 120% | | Andrew Hess | 90% | | Kevin Knight | 100% | | Gary Knight | 75% | | Todd Carlson | 75% |

  60. BENCHMARKING COMPENSATION

    BENCHMARKING COMPENSATION The Compensation Committee uses a peer group of companies (the "Benchmarking Peer Group") to assess whether our compensation programs are competitive in structure and amount. Our executive compensation is not determined by any formula or ranking within the Benchmarking Peer Group. However, as previously noted, our total stockholder return compared to the total stockholder return of a separate but similar Performance Peer Group does affect the payout percentage and vesting under our PRSUs. The Compensation Committee, with the advice of Pearl Meyer, considers several criteria to determine our Benchmarking Peer Group from time to time, such as whether companies (i) are in the same or similar lines of business, (ii) compete for the same customers with similar products and services, (iii) have comparable financial characteristics that investors view similarly, (iv) consider us a peer, (v) would be considered our peer by proxy advisory services, (vi) compete with us for talent, and (vii) are within a reasonable range in terms of percentile rank with the Company in key financial metrics, such as revenue, total assets, asset intensity, and market capitalization. Our Benchmarking Peer Group for 2024 was as follows:

  61. BENCHMARKING COMPENSATION

    | ArcBest Corp | Old Dominion Freight Line, Inc. | | C.H. Robinson Worldwide, Inc. | Ryder System, Inc. | | RXO, Inc. | Saia, Inc. | | GXO Logistics, Inc. | Schneider National, Inc. | | Hub Group, Inc. | Werner Enterprises, Inc. | | J.B. Hunt Transport Services, Inc. | XPO Logistics, Inc. | | Landstar System, Inc. | Expeditor's International of Washington Inc. |

  62. BENCHMARKING COMPENSATION

    Based on publicly available data for 2024, the Company is positioned relative to the Benchmarking Peer Group as follows: at approximately the 53rd percentile in total revenue and the 67th percentile in market capitalization, and its total direct compensation for its executive officers as a group is at the competitive median. The Company’s larger size relative to the peer median results is due to the fact that finding companies of comparable size with a similar business is challenging given the Company’s position as one of the country’s largest and most diversified freight transportation companies. During 2025, the Compensation Committee, with the assistance of Pearl Meyer, will review the Benchmarking Peer Group again for continued relevancy.

  63. RISK CONSIDERATIONS REGARDING COMPENSATION

    RISK CONSIDERATIONS REGARDING COMPENSATION We believe that the structure of our executive compensation program provides an appropriate mix of cash, equity, and other compensation, with our program sufficiently weighted toward incentive compensation to appropriately link pay with performance. Each element of compensation has been designed and is administered in a manner intended to minimize potential risks to the Company: •base salary is targeted at the competitive median (taking into account experience and individual responsibilities and performance) and designed to ensure a reasonable base pay in the event incentive targets are not met to discourage excessive risk-taking; •our incentive compensation is comprised of 60% performance-based long-term incentives to align the interests of our executive officers and stockholders by focusing on long-term, sustained value creation, with three-year vesting consistent with market practice and supporting a long-term orientation, as well as a new long-term incentive cycle commencing annually to avoid focusing on one particular time period; and •our short-term incentive compensation program is designed with metrics that are aligned with our operating strategy, with payout capped to discourage behavior oriented toward short-term gain. We believe that our executive compensation program aligns the interests of named executive officers with those of the Company’s stockholders. Moreover, we have determined that any risks arising from the Company’s compensation policies and practices for all of its employees are not reasonably likely to have a material adverse effect on the Company.

  64. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned by our named executive officers in the fiscal years noted.

  65. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($)1 | All Other Compensation ($)2 | Total ($) | | Adam Miller CEO 4 | 2024 | 888,173 | — | 3,063,8563 | 827,640 | 19,145 | 4,798,814 | | | 2023 | 774,231 | — | 2,550,311 | — | 18,432 | 3,342,974 | | | 2022 | 803,365 | — | 2,563,484 | 1,388,475 | 20,182 | 4,775,506 | | Andrew Hess CFO 4 | 2024 | 409,615 | — | 1,602,3163 | 297,000 | 10,554 | 2,319,485 | | Kevin Knight Executive Chairman | 2024 | 850,000 | — | 2,757,5743 | 673,200 | 27,510 | 4,308,284 | | | 2023 | 850,000 | — | 2,754,326 | — | 25,860 | 3,630,186 | | | 2022 | 936,538 | — | 2,768,676 | 1,881,000 | 237,398 | 5,823,612 | | Gary Knight Vice Chairman | 2024 | 450,000 | — | 816,9353 | 267,300 | 22,134 | 1,556,369 | | | 2023 | 450,000 | — | 816,062 | — | 21,684 | 1,287,746 | | | 2022 | 450,000 | — | 820,256 | 668,250 | 20,934 | 1,959,440 | | Todd Carlson General Counsel and Secretary | 2024 | 529,038 | 20,0005 | 816,9353 | 332,640 | 18,566 | 1,717,179 | | | 2023 | 525,000 | 100,000 | 816,062 | — | 19,773 | 1,460,835 | | | 2022 | 503,365 | — | 820,256 | 675,675 | 17,510 | 2,016,806 | | David Jackson Former President and CEO 4 | 2024 | 163,654 | — | — | — | 4,414,7846 | 4,578,438 | | | 2023 | 868,077 | — | 3,570,388 | — | 18,985 | 4,457,450 | | | 2022 | 925,000 | — | 3,588,933 | 1,831,500 | 19,769 | 6,365,202 |

  66. Summary Compensation Table

    1The amounts represent the amount earned in such year under our short-term cash incentive plan, notwithstanding the year in which it was paid. See “Compensation Discussion and Analysis – Annual Cash Bonus” for further information. 2Refer to the All Other Compensation table for more detailed information about compensation reported in this column. 3These amounts represent the aggregate grant date fair value of the following grants: (i) 5,130 time-vested RSUs and 7,695 PRSUs granted to Mr. Hess on March 13, 2024 (the “March Grant”) and (ii) 20,215, 5,727, 18,194, 5,390, and 5,390 time-vested RSUs and 30,322, 8,590, 27,291, 8,085, and 8,085 PRSUs granted to Messrs. Miller, Hess, Kevin Knight, Gary Knight, and Carlson, respectively, on November 30, 2024 (the “November Grants”). The fair value of the RSUs was computed in accordance with FASB ASC Topic 718, which was $56.13 per share for the March Grant, the closing price of our common stock on the grant date, and $59.36 per share for the November Grants, the closing price of our common stock on the last trading day preceding the grant date. The fair value of the PRSUs was computed in accordance with FASB ASC Topic 718, which was $58.01 per share for the March Grant and $61.47 per share for the November Grants. The amounts for the PRSUs reflect our accounting expense to be recognized over the vesting period of the PRSUs awarded, and do not necessarily correspond to the actual value that will be recognized by the named executive officers. The number of shares ultimately issued pursuant to the PRSUs granted in 2024 varies depending upon the satisfaction of performance conditions and stockholder return conditions relative to our peer group identified in the grant. The $58.01 per share grant date fair value for the March Grant and the $61.47 per share grant date fair value for the November Grants reflect the probable outcome of the stockholder return conditions pursuant to the Monte Carlo Simulation Valuation model. The stated grant date fair value for the PRSUs further assumes that the performance conditions will be achieved at the target level. Assuming both the performance conditions and stockholder return conditions are achieved at the highest level, and using a per share grant date fair value equal to $56.13 for the March Grant (the closing price of our common stock on the grant date) and $59.36 for the November Grants (the closing price of our common stock on the last trading day preceding the grant date), the grant date fair value of the March Grant PRSUs would be $1,079,801 for Mr. Hess and the grant date fair value of the November Grants PRSUs would be $4,499,785, $1,274,756, $4,049,984, $1,199,814, and $1,199,814 for Messrs. Miller, Hess, Kevin Knight, Gary Knight, and Carlson, respectively. It would not be appropriate to use the $58.01 and $61.47 per share grant date fair values for purposes of this assumed maximum achievement of the PRSUs granted in the March Grant and the November Grants, respectively, because the $58.01 and $61.47 per share grant date fair values for the March Grant and the November Grants, respectively, already account for the probable outcome of the stockholder return conditions under the Monte Carlo Simulation Valuation model. For additional information on the valuation assumptions with respect to the grants, refer to Note 19, Stock-based Compensation, of our consolidated financial statements as provided in our Form 10-K for the year ended December 31, 2024, as filed with the SEC. 4In February 2024, Mr. Miller was promoted to CEO, Mr. Hess was promoted to CFO, and Mr. Jackson stepped down as President and CEO. 5Represents a one-time cash bonus in recognition of Mr. Carlson's work on closing our acquisition of the operating assets of the LTL division of Dependable Highway Express, Inc. during 2024. 6Includes the following amounts payable under Mr. Jackson’s Severance Agreement and Release (the “Severance Agreement”): (i) a lump-sum payment of $1,850,000, representing 24 months of Mr. Jackson’s base salary as in effect on the date of Mr. Jackson’s separation from the Company, February 26, 2024 (the “Separation Date”), (ii) $1,850,000, representing 24 months of Mr. Jackson’s base salary as in effect on the Separation Date, and payable in equal installments over a period of 24 months following the Separation Date ($747,115 of this amount was paid in 2024), (iii) a lump-sum payment of $1,800,000, representing COBRA continuation for a period of 18 months after the Separation Date, consideration for the restrictive covenants in the Severance Agreement, and an amount equal to approximately 50% of Mr. Jackson’s target bonus under the 2024 Cash Bonus Plan, and (iv) $15,361 in reimbursed legal expenses in connection with Mr. Jackson’s review of the Severance Agreement.

  67. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides estimated information about non-equity and equity plan-based awards that were granted to the named executive officers in 2024.

  68. Grants of Plan-Based Awards

    | Name | Grant Date | Award Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards 1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards 2 | | | All Other Stock Awards: Number of Shares of Stock or Units (#) 3 | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Adam Miller | — | — | 376,200 | 1,045,000 | 2,299,000 | — | — | — | — | — | | | 11/30/2024 | 11/05/2024 | — | — | — | 1,251 | 30,322 | 75,805 | — | 1,863,8934 | | | 11/30/2024 | 11/05/2024 | — | — | — | — | — | — | 20,215 | 1,199,9625 | | Andrew Hess | — | — | 135,000 | 375,000 | 825,000 | — | — | — | — | — | | | 3/13/2024 | 03/13/2024 | — | — | — | 317 | 7,695 | 19,238 | — | 446,3876 | | | 3/13/2024 | 03/13/2024 | — | — | — | — | — | — | 5,130 | 287,9477 | | | 11/30/2024 | 11/05/2024 | — | — | — | 354 | 8,590 | 21,475 | — | 528,0274 | | | 11/30/2024 | 11/05/2024 | — | — | — | — | — | — | 5,727 | 339,9555 | | Kevin Knight | — | — | 306,000 | 850,000 | 1,870,000 | — | — | — | — | — | | | 11/30/2024 | 11/05/2024 | — | — | — | 1,126 | 27,291 | 68,228 | — | 1,677,5784 | | | 11/30/2024 | 11/05/2024 | — | — | — | — | — | — | 18,194 | 1,079,9965 | | Gary Knight | — | — | 121,500 | 337,500 | 742,500 | — | — | — | — | — | | | 11/30/2024 | 11/05/2024 | — | — | — | 334 | 8,085 | 20,213 | — | 496,9854 | | | 11/30/2024 | 11/05/2024 | — | — | — | — | — | — | 5,390 | 319,9505 | | Todd Carlson | — | — | 151,200 | 420,000 | 924,000 | — | — | — | — | — | | | 11/30/2024 | 11/05/2024 | — | — | — | 334 | 8,085 | 20,213 | — | 496,9854 | | | 11/30/2024 | 11/05/2024 | — | — | — | — | — | — | 5,390 | 319,9505 |

  69. Grants of Plan-Based Awards

    1Represents the range of potential cash payments under the annual performance bonuses that Messrs. Miller, Hess, Kevin Knight, Gary Knight, and Carlson could have earned under the 2024 Cash Bonus Plan, as described under the heading "Compensation Discussion and Analysis - Annual Cash Bonus." For awards under the 2024 Cash Bonus Plan, (i) Messrs. Miller, Hess, Kevin Knight, Gary Knight, and Carlson had bonus potentials of 110%, 75%, 100%, 75%, and 75% of base salary as in effect at December 31, 2024, respectively, (ii) threshold was set at 36% of the bonus potential, (iii) target was set at 100% of the bonus potential, and (iv) maximum was set at 220% of the bonus potential. Based on 2024 performance, Messrs. Miller, Hess, Kevin Knight, Gary Knight, and Carlson earned $827,640, $297,000, $673,200, $267,300, and $332,640, respectively. This cash payment was paid on February 21, 2025. 2These columns represent the potential shares issuable in connection with 2024 PRSUs issued on November 30, 2024 for each of Messrs. Miller, Hess, Kevin Knight, Gary Knight, and Carlson under the Omnibus Plan, for which target awards were approved by the Compensation Committee on November 5, 2024, as described under the heading “Compensation Discussion and Analysis – Long-Term Incentives.” The threshold was set at 4.125% of target and maximum was set at 250% of target. The PRSUs were granted at target and will not be earned, and the actual number of PRSUs finally earned will not be finally determined, until the expiration of the three-year performance period on December 31, 2027. The number of shares ultimately earned will vest on January 31, 2028, subject to certain conditions set forth in the grant agreement. 3Represents an award of RSUs under the Amended Omnibus Plan. The RSUs vest in three installments as follows: 33% on January 31, 2026; 33% on January 31, 2027; and 34% on January 31, 2028. 4The amount disclosed represents the aggregate grant date fair value of the PRSUs granted on November 30, 2024 computed in accordance with FASB ASC Topic 718, which was $61.47 per share. These amounts reflect our accounting expense to be recognized over the vesting period of the PRSUs granted on November 30, 2024, and do not necessarily correspond to the actual value that will be recognized by the named executive officer. The number of shares ultimately issued pursuant to the PRSUs varies depending upon the satisfaction of performance conditions and stockholder return conditions relative to our peer group identified in the grant. The $61.47 per share grant date fair value reflects the probable outcome of the stockholder return conditions pursuant to the Monte Carlo Simulation Valuation model. The stated grant date fair value for the PRSUs further assumes that the performance conditions will be achieved at the target level. For additional information on the valuation assumptions with respect to the grants, refer to Note 19, Stock-based Compensation, of our consolidated financial statements as provided in our Form 10-K for the year ended December 31, 2024, as filed with the SEC. 5The grant date fair value of the RSUs was computed in accordance with FASB ASC Topic 718, which was $59.36 per share, the closing price of our common stock on the grant date. Dividends accrued on the unvested RSUs are paid in cash when and if the underlying award vests. 6The amount disclosed represents the aggregate grant date fair value of the PRSUs granted to Mr. Hess on March 13, 2024 computed in accordance with FASB ASC Topic 718, which was $58.01 per share. These amounts reflect our accounting expense to be recognized over the vesting period of the PRSUs granted on March 13, 2024, and do not necessarily correspond to the actual value that will be recognized by the named executive officer. The number of shares ultimately issued pursuant to the PRSUs varies depending upon the satisfaction of performance conditions and stockholder return conditions relative to our peer group identified in the grant. The $58.01 per share grant date fair value reflects the probable outcome of the stockholder return conditions pursuant to the Monte Carlo Simulation Valuation model. The stated grant date fair value for the PRSUs further assumes that the performance conditions will be achieved at the target level. For additional information on the valuation assumptions with respect to the grants, refer to Note 19, Stock-based Compensation, of our consolidated financial statements as provided in our Form 10-K for the year ended December 31, 2024, as filed with the SEC. 7The grant date fair value of the RSUs was computed in accordance with FASB ASC Topic 718, which was $56.13 per share, the closing price of our common stock on the grant date. Dividends accrued on the unvested RSUs are paid in cash when and if the underlying award vests.

  70. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information on the current equity holdings for each of the named executive officers. This table includes unvested RSUs and PRSUs as of December 31, 2024. Each equity grant is shown separately for each named executive officer.

  71. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Name | Stock Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) 1 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) 1 | | Adam Miller | 12/06/2021 | 5,7022 | 302,434 | — | — | | | 12/06/2021 | 14,1493 | 750,463 | | | | | 11/30/2022 | 12,0874 | 641,094 | — | — | | | 11/30/2022 | — | — | 27,0605 | 1,435,262 | | | 12/15/2023 | 17,3016 | 917,645 | — | — | | | 12/15/2023 | — | — | 64,8787 | 3,441,129 | | | 11/30/2024 | 20,2158 | 1,072,204 | — | — | | | 11/30/2024 | — | — | 1,2519 | 66,353 | | Andrew Hess | 05/19/2020 | 30610 | 16,230 | — | — | | | 02/26/2021 | 3,24111 | 171,903 | — | — | | | 05/31/2021 | 62912 | 33,362 | — | — | | | 05/18/2022 | 1,37013 | 72,665 | — | — | | | 05/31/2023 | 1,74614 | 92,608 | — | — | | | 03/13/2024 | 5,1306 | 272,095 | — | — | | | 03/13/2024 | — | — | 19,2387 | 1,020,384 | | | 11/30/2024 | 5,7278 | 303,760 | — | — | | | 11/30/2024 | — | — | 3549 | 18,776 | | Kevin Knight | 12/06/2021 | 6,8432 | 362,953 | — | — | | | 12/06/2021 | 16,9803 | 900,619 | — | — | | | 11/30/2022 | 13,0554 | 692,437 | — | — | | | 11/30/2022 | — | — | 29,2265 | 1,550,147 | | | 12/15/2023 | 18,6856 | 991,052 | — | — | | | 12/15/2023 | — | — | 70,0687 | 3,716,407 | | | 11/30/2024 | 18,1948 | 965,010 | — | — | | | 11/30/2024 | — | — | 1,1269 | 59,723 | | Gary Knight | 12/06/2021 | 1,8252 | 96,798 | — | — | | | 12/06/2021 | 4,5273 | 240,112 | — | — | | | 11/30/2022 | 3,8684 | 205,159 | — | — | | | 11/30/2022 | — | — | 8,6585 | 459,220 | | | 12/15/2023 | 5,5366 | 293,629 | — | — | | | 12/15/2023 | — | — | 20,7607 | 1,101,110 | | | 11/30/2024 | 5,3908 | 285,886 | — | — | | | 11/30/2024 | — | — | 3349 | 17,715 | | Todd Carlson | 12/06/2021 | 1,7112 | 90,751 | — | — | | | 12/06/2021 | 4,2453 | 225,155 | — | — | | | 11/30/2022 | 3,8684 | 205,159 | — | — | | | 11/30/2022 | — | — | 8,6585 | 459,220 | | | 12/15/2023 | 5,5366 | 293,629 | — | — | | | 12/15/2023 | — | — | 20,7607 | 1,101,110 | | | 11/30/2024 | 5,3908 | 285,886 | — | — | | | 11/30/2024 | — | — | 3349 | 17,715 |

  72. Outstanding Equity Awards at Fiscal Year-End

    1Market value of RSUs and PRSUs is calculated by multiplying the number of restricted shares that have not vested by the closing market price of our common stock on December 31, 2024, which was $53.04 per share. 2100% of the RSUs vested on January 31, 2025. 3Represents shares earned with respect to the 2021 PRSUs. The shares vested on January 31, 2025, with a final payout percentage of 56.25% (zero for the target PRSU and 112.5% for the relative PRSU). See "Compensation Discussion and Analysis - 2021 PRSU Vesting" for further information. 4Of the unvested RSUs, 49.3% vested on January 31, 2025, and 50.7% will vest on January 31, 2026. 5Represents PRSUs granted in 2022 subject to vesting upon achievement of certain performance targets and stockholder return conditions over a three-year period starting January 1, 2023 and ending December 31, 2025. The actual number of PRSUs finally earned will not be determined until the expiration of the performance period. The shares ultimately earned will vest on January 31, 2026, subject to certain conditions set forth in the grant agreement. The table reflects the target shares payable with respect to the awards, as the performance during 2024 exceeded the threshold. 6Of the unvested RSUs, 33% vested on January 31, 2025, 33% will vest on January 31, 2026, and 34% will vest on January 31, 2027. 7Represents PRSUs granted in 2023 (or, in the case of Mr. Hess, March 2024) subject to vesting upon achievement of certain performance targets and stockholder return conditions over a three-year period starting January 1, 2024 and ending December 31, 2026. The actual number of PRSUs finally earned will not be determined until the expiration of the performance period. The shares ultimately earned will vest on January 31, 2027, subject to certain conditions set forth in the grant agreement. The table reflects the maximum shares payable with respect to the awards, as the performance during 2024 exceeded the target. 8The RSUs vest in three installments as follows: 33% on January 31, 2026, 33% on January 31, 2027, and 34% on January 31, 2028. 9Represents PRSUs granted in 2024 subject to vesting upon achievement of certain performance targets and stockholder return conditions over a three-year period starting January 1, 2025 and ending December 31, 2027. The actual number of PRSUs finally earned will not be determined until the expiration of the performance period. The shares ultimately earned will vest on January 31, 2028, subject to certain conditions set forth in the grant agreement. The table reflects the threshold shares payable with respect to the awards, as the performance period did not begin until January 1, 2025. This does not reflect any opinion or projection of management concerning the ultimate level of satisfaction of such performance targets or stockholder return conditions for the performance period. 10100% of the RSUs will vest on May 31, 2025. 11Of the unvested RSUs, 50.0% vested on January 31, 2025 and 50.0% will vest on January 31, 2026. 12Of the unvested RSUs, 49.9% will vest on May 31, 2025 and 50.1% will vest on May 31, 2026. 13Of the unvested RSUs, 33.3% will vest on May 31, 2025, 33.3% will vest on May 31, 2026, and 33.4% will vest on May 31, 2027. 14Of the unvested RSUs, 25% will vest on May 31,2025, 25% will vest on May 31, 2026, 25% will vest on May 31, 2027, and 25% will vest on May 31, 2028.

  73. Stock Vested in 2024

    Stock Vested in 2024 The following table sets forth information regarding the values realized by our named executive officers upon the vesting of RSUs and PRSUs during 2024, and such values reflect the total pre-tax value realized by each named executive officer.

  74. Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Acquired on Vesting ($) 1 | | Adam Miller | 34,090 | 1,956,084 | | Andrew Hess | 3,546 | 185,885 | | Kevin Knight | 50,743 | 2,911,633 | | Gary Knight | 13,721 | 787,311 | | Todd Carlson | 11,100 | 636,918 | | David Jackson | 56,894 | 3,264,578 |

  75. Stock Vested in 2024

    1Calculated by multiplying the aggregate number of shares vested by the closing market price of our common stock on the dates the shares vested.

  76. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  77. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) 1 | Aggregate Withdrawals/ Distributions in Last FY ($)2 | Aggregate Balance at Last FYE ($)3 | | Adam Miller | — | — | — | — | — | | Andrew Hess | — | — | — | — | — | | Kevin Knight | — | — | (296,301) | — | 4,176,5752 | | Gary Knight | — | — | — | — | — | | Todd Carlson | 80,577 | — | 26,100 | — | 278,1563 |

  78. Nonqualified Deferred Compensation

    1These amounts do not include any above-market or preferential earnings. Accordingly, these amounts are not reported in the Summary Compensation Table. Mr. Kevin Knight, who deferred the receipt of 74,635 PRSUs in our 2017 fiscal year, the (loss)/earnings include (1) the change in the closing price per share of our common stock from December 29, 2023 (the last trading day of 2023) of $57.65 to the December 31, 2024 stock closing price of $53.04, and (2) $0.64 of cash dividends per share declared for all four quarters of 2024 at $0.16 per share. 2For Mr. Kevin Knight, the amount deferred represents deferral of 74,635 PRSUs during our 2017 fiscal year that vested on the date of the 2017 merger of Knight and Swift, to be delivered within six months of the date his employment terminates. The Company accrues for cash dividends on the deferred PRSUs in an amount equal to the amount of cash dividend Mr. Kevin Knight would have received had the deferred PRSUs been actual shares of our common stock on the date of the cash dividend payment to stockholders. The accrued cash dividends will be paid to Mr. Kevin Knight when the underlying shares of our common stock are distributed to Mr. Kevin Knight. 3Mr. Carlson contributed $80,557 of his salary into the Company's Deferred Compensation Plan, as amended (the "Deferred Compensation Plan") in 2024. The amount contributed are included in the Salary column of the Summary Compensation Table. Each participant in the Deferred Compensation Plan may elect to defer up to 75% of their base salary and bonuses for services performed during a calendar year. Each participant is fully vested in the deferred compensation which they contribute under the Deferred Compensation Plan, including any earnings thereon. Discretionary contributions by us, if any, including any earnings thereon, would be determined by the Company at the time of such contribution. We offer a number of investment options under the Deferred Compensation Plan. Participants are responsible for choosing the deemed investments for their deferred cash compensation and may change the deemed investment selections for their existing account balances at any time. The deemed investment options offered currently include money market funds, bond funds, blended funds, and stock funds. All amounts are considered unfunded and are subject to general creditor claims until actually distributed to the employee. The participant may elect to receive a lump sum distribution or installments of up to 10 years upon the occurrence of separation from service, disability, or death, and with respect to compensation deferred prior to January 1, 2015, reaching a retirement age of 65. The participant may request a withdrawal of a stated amount to cover an eligible unforeseeable emergency. The participant may also make an in-service distribution election with specified distribution dates with respect to compensation deferred on or after January 1, 2015.

  79. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Outstanding RSUs and PRSUs held by our named executive officers will vest upon their death or disability (in the case of PRSUs, at the level of performance through the end of the calendar year in which the death or disability occurred). Outstanding PRSUs will vest in the event of a “Change of Control” together with termination for convenience (as defined in the award agreement) or a termination for Good Reason (as defined in the award agreement), at the level of performance through the end of the calendar year in which the termination occurred. Notwithstanding the foregoing, no PRSUs will vest in the event the performance period for the applicable grant had not started prior to the triggering event. The estimated value of RSUs and PRSUs that would have vested for Messrs. Miller, Hess, Kevin Knight, Gary Knight, and Carlson as of December 31, 2024, under the acceleration scenarios described above is set forth in the table below. The value was calculated by multiplying the closing market price of our common stock on December 31, 2024 (the last trading day of the year) ($53.04 per share), by the number of shares underlying accelerated awards. For additional information on the number of currently unvested RSUs and PRSUs, please refer to “Outstanding Equity Awards at Year-End.”

  80. Potential Payments Upon Termination or Change of Control

    | Name/Event | Value of Accelerated RSUs ($) | Value of Accelerated PRSUs ($) | Total ($) | | Adam Miller | | | | | Change of Control without Qualifying Change of Control Termination | — | — | — | | Change of Control with Qualifying Change of Control Termination | — | 2,829,100 | 2,829,100 | | Death/Disability | 2,933,377 | 2,829,100 | 5,762,477 | | Eligible Retirement | — | — | — | | Andrew Hess | | | | | Change of Control without Qualifying Change of Control Termination | — | — | — | | Change of Control with Qualifying Change of Control Termination | — | 440,815 | 440,815 | | Death/Disability | 962,623 | 440,815 | 1,403,438 | | Eligible Retirement | 658,863 | — | 658,863 | | Kevin Knight | | | | | Change of Control without Qualifying Change of Control Termination | — | — | — | | Change of Control with Qualifying Change of Control Termination | — | 3,145,590 | 3,145,590 | | Death/Disability | 3,011,452 | 3,145,590 | 6,157,042 | | Eligible Retirement | — | — | — | | Gary Knight | | | | | Change of Control without Qualifying Change of Control Termination | — | — | — | | Change of Control with Qualifying Change of Control Termination | — | 905,234 | 905,234 | | Death/Disability | 881,472 | 905,234 | 1,786,706 | | Eligible Retirement | — | — | — | | Todd Carlson | | | | | Change of Control without Qualifying Change of Control Termination | — | — | — | | Change of Control with Qualifying Change of Control Termination | — | 890,277 | 890,277 | | Death/Disability | 875,425 | 890,277 | 1,765,702 | | Eligible Retirement | — | — | — |

  81. Potential Payments Upon Termination or Change of Control

    Additionally, the award agreements include six month non-compete and non-solicitation provisions in the event of a named executive officer’s Separation from Service (as defined the award agreement). The Company may extend the non-compete period for up to an additional 12 months beyond the completion of the initial six months. If the Company elects to extend the non-compete period, the Company will pay the named executive officer his monthly base salary in effect at the time of the separation for the duration of the additional non-compete period, provided that the payments will be reduced for any other monies earned by the named executive officer from any other work during the period. If each named executive officer separated from service on December 31, 2024, the Company elected to extend the non-compete period for each named executive officer by 12 months, and there were no offsetting monies earned by the named executive officers during the extension period, the named executive officers would receive aggregate base salary payments as follows: $950,000 for Mr. Miller, $500,000 for Mr. Hess, $850,000 for Mr. Kevin Knight, $450,000 for Mr. Gary Knight, and $560,000 for Mr. Carlson.

  82. Pay Ratio Disclosure

    Pay Ratio Disclosure We provide fair and equitable compensation to our employees through a combination of competitive base pay, incentives, retirement plans, and other benefits. We are disclosing the following pay ratio and supporting information, which compares the annual total compensation of our median employee and the annual total compensation of Mr. Miller, our CEO, as required by Section 953(b) of the Dodd-Frank Act. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. To determine the pay ratio, we took the following steps: •We determined that as of December 31, 2024 (the “Determination Date”), our employee population consisted of approximately 32,850 individuals (the “Employee Population”). We selected the Determination Date because it was a recent date for which employee census information was readily available. The Employee Population consists of our full-time, part-time, temporary, and seasonal employees. As permitted under SEC rules, the Employee Population as of the Determination Date excludes the approximately 753 persons who became our employees as a result of our acquisition of the assets of the LTL division of Dependable Highway Express, Inc. on July 30, 2024. •To identify the median employee in our Employee Population, we used the salary paid to each employee in the Employee Population during calendar year 2024 as reported in Box 1 of Form W-2 (or the equivalent for our Mexico employees). We annualized the salary for each permanent full-time and part-time employee in the Employee Population that worked less than the full year. We calculated our median employee’s annual total compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in that employee’s annual total compensation of $59,621. The median employee’s annual total compensation includes salary, as well as company matching contributions to our 401(k) plan, incentive payments, and equity awards. The median employee did not receive health or other fringe benefits. Median employee compensation reflects that, as of December 31, 2024, approximately 7.1% of our employees were student drivers, which had the effect of lowering our median employee compensation. For 2024, our last completed fiscal year: •The annual total compensation of our median employee was $59,621; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this proxy statement, was $4,798,814. Given that Mr. Miller was appointed CEO effective as of February 26, 2024, pursuant to Item 402(u) of SEC Regulation S-K, the total annual compensation solely for purposes of the pay ratio disclosure was $4,818,281, which consists of the “Total” column for the Summary Compensation Table, subject to the following adjustments: (i) annualizing “Salary”; (ii) not annualizing "Non-Equity Incentive Plan Compensation," “Stock Awards” or “All Other Compensation”; and (iii) excluding compensation earned in respect of services prior to Mr. Miller’s appointment as CEO ($128,484). Based on this information, the ratio of the annualized annual total compensation of our CEO to the annual total compensation of our median employee was 81 to 1.

  83. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and certain financial performance of the Company for the fiscal years listed below.

  84. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 1¹ ($) | Summary Compensation Table Total for PEO 2¹ ($) | Compensation Actually Paid to PEO 1¹˒²˒³ ($) | Compensation Actually Paid to PEO 2¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs¹ ($) | Average Compensation Actually Paid to Non-PEO NEOs¹˒²˒³ ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Consolidated Revenue Growth5 | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 4,578,438 | 4,798,814 | (4,249,093) | 3,015,849 | 2,478,421 | 1,652,435 | 155.11 | 133.76 | 116 | 3.8% | | 2023 | 4,457,450 | — | 5,849,721 | — | 2,430,435 | 3,132,645 | 166.56 | 130.87 | 216 | (4)% | | 2022 | 6,365,202 | — | 4,772,193 | — | 3,643,842 | 2,798,975 | 149.92 | 97.55 | 771 | 17.6% | | 2021 | 6,281,262 | — | 20,558,596 | — | 3,679,847 | 10,836,812 | 172.72 | 120.41 | 743 | 27% | | 2020 | 5,834,698 | — | 12,915,345 | — | 3,321,116 | 6,981,316 | 117.63 | 106.29 | 410 | (0.6)% |

  85. Pay Versus Performance

    1David Jackson was our PEO for each year presented until February 26, 2024 ("PEO 1"). Adam Miller has served as PEO since February 26, 2024 ("PEO 2"). The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  86. Pay Versus Performance

    | 2024 | 2020-2023 | | Andrew Hess | Adam Miller | | Kevin Knight | Kevin Knight | | Gary Knight | Gary Knight | | Todd Carlson | Todd Carlson |

  87. Pay Versus Performance

    2The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEO or non- PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  88. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 1 ($) | Exclusion of Stock Awards for PEO 1 ($) | Inclusion of Equity Values for PEO 1 ($) | Compensation Actually Paid to PEO 1 ($) | | 2024 | 4,578,438 | — | (8,827,531) | (4,249,093) |

  89. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2024 | 4,798,814 | (3,063,856) | 1,280,891 | 3,015,849 |

  90. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,478,421 | (1,498,440) | 672,454 | 1,652,435 |

  91. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  92. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 1 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 1 ($) | Total - Inclusion of Equity Values for PEO 1 ($) | | 2024 | — | — | — | (304,772) | (8,522,759) | (8,827,531) |

  93. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) | | 2024 | 2,761,779 | (1,311,396) | — | (169,492) | — | 1,280,891 |

  94. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 1,357,652 | (577,586) | — | (107,612) | — | 672,454 |

  95. Pay Versus Performance

    4The Peer Group TSR set forth in this table utilizes the Nasdaq Transportation index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Transportation index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5We determined Consolidated Revenue Growth to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024, as it served as a performance metric for both our 2024 Cash Bonus Plan and our Company Performance PRSUs, along with the additional measures that make up the components of our short-term and long-term incentive programs. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Below are graphs showing the relationship of Compensation Actually Paid to our PEOs and our Non-PEO NEOs in 2024, 2023, 2022, 2021, and 2020 to (i) the TSR of the Company and the Nasdaq Transportation index, (ii) the Company’s net income, and (iii) the Company’s consolidated revenue growth. Compensation Actually Paid, as required by SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices and various accounting valuation assumptions but does not reflect actual amounts paid out for those awards. Compensation Actually Paid generally fluctuates due to stock price, varying levels of projected and actual achievement of performance goals, and, in connection with Compensation Actually Paid to PEO 1 in 2024, forfeitures of stock awards in connection with his separation from the Company. Listed below are the performance measures that in our assessment represent the most important performance measures we use to link Compensation Actually Paid to our PEO and Non-PEO NEOs, for 2024, to Company performance.

  96. Pay Versus Performance

    | Measure | Description | | Consolidated Revenue Growth | Consolidated revenue growth is calculated by taking the total of current year consolidated revenue less current year trucking fuel surcharge, minus prior year consolidated revenue less prior year trucking fuel surcharge, divided by prior year consolidated revenue less prior year trucking fuel surcharge. Trucking fuel surcharge is calculated as the sum of the applicable amount across each of our Truckload and LTL operating segments. Consolidated revenue growth targets could be adjusted by the Compensation Committee to omit the effects of extraordinary items, acquisitions or dispositions, unusual, one-time or non-recurring items, amortization of intangibles, cumulative effects of changes in accounting principles, and similar items or transactions. | | Adjusted EPS CAGR | Adjusted EPS CAGR is a non-GAAP measure calculated as the compound annual growth rate in earnings per diluted share, adjusted to eliminate the effect of certain items or events, over the applicable period. | | Adjusted Operating Income Growth | Adjusted operating income is a non-GAAP measure calculated as consolidated total revenue, net of trucking fuel surcharge, less consolidated total adjusted operating expenses, net of trucking fuel surcharge. Adjusted operating income growth is calculated by taking current year adjusted operating income less prior year adjusted operating income, divided by prior year adjusted operating income. Adjusted operating income growth targets could be adjusted by the Compensation Committee to omit the effects of extraordinary items, acquisitions or dispositions, unusual, one-time or non-recurring items, amortization of intangibles, cumulative effects of changes in accounting principles, and similar items or transactions. | | Return on Net Tangible Assets | Return on net tangible assets is a non-GAAP measure calculated as net income, adjusted to eliminate the effects of certain items or events, divided by average net tangible assets, and compared to a relative peer group of public truckload carriers selected by the Compensation Committee. |

  97. Election of Directors (Proposal 1)

    Election of Directors (Proposal 1) Directors are elected by a majority of votes cast with respect to each director, provided that the number of nominees does not exceed the number of directors to be elected, in which case the directors will be elected by the vote of a plurality of the shares represented in person or by proxy at any stockholder meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal.