Sector: Industrials
KNIGHT-SWIFT TRANSPORTATION HOLDIN · Meeting: May 12, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Col joined the board in March 2025, making him exempt from the TSR trigger (within 24 months); he brings strong transportation and finance credentials as a former CFO of Saia, a peer company, with no overboarding or attendance concerns.
Dove joined in 2021 and the company's 3-year TSR gap versus disclosed compensation peers is only -6.2 percentage points, well below the 35-point threshold needed to trigger a no vote, so no TSR concern applies; his industry operating experience is directly relevant.
Garnreiter has served since 2003, but the named-peer 3-year TSR gap of -6.2pp is far below the 35pp trigger threshold, so no TSR-based concern fires; he is a CPA and serves as Audit Committee chair, satisfying financial expertise requirements, and holds three public board seats which is within the four-seat overboarding limit.
Hobson joined in 2021; the 3-year peer TSR gap of -6.2pp does not reach the 35pp trigger threshold, and he brings relevant strategy and executive leadership experience with no overboarding or attendance concerns.
Gary Knight has served since 2004 and is a non-independent director; the named-peer TSR gap of -6.2pp is well below the 35pp trigger threshold for a low-positive absolute TSR, so no performance concern fires; his deep industry knowledge and founding role provide relevant board value.
Kevin Knight has served since 1999 as Executive Chairman and is a company officer serving as a director; the named-peer 3-year TSR gap of -6.2pp is well below the 35pp trigger threshold, so no TSR-based concern fires independent of the Say on Pay vote.
Miller joined the board in February 2024, which is within the 24-month new-director exemption window as of the May 2026 meeting date, exempting him from the TSR trigger; he is the sitting CEO with directly relevant finance and transportation expertise.
Munro has served since 2005; the named-peer 3-year TSR gap of -6.2pp does not reach the 35pp trigger threshold, and she holds no outside public company board seats, so no overboarding concern applies; she brings relevant banking and finance experience.
Powell joined in 2023 and is within approximately 36 months of board tenure; the named-peer TSR gap of -6.2pp is far below the 35pp trigger threshold, and her legal and governance expertise is relevant; no overboarding or attendance concerns are present.
Roberts Shank has served since 2016; the named-peer 3-year TSR gap of -6.2pp does not trigger the 35pp threshold, and she holds two other public board seats (U-Haul and Chas Roberts, with Chas Roberts being a private company she leads as CEO), remaining within the overboarding limit; her operational CEO experience is relevant.
Vander Ploeg has served since 2009 as lead independent director; the named-peer 3-year TSR gap of -6.2pp is well below the 35pp trigger threshold, and his transportation and finance background directly supports his board and audit committee roles.
All eleven director nominees receive a FOR vote. The company's 3-year total shareholder return of +10.7% is positive, and when benchmarked against the company's own disclosed compensation peer group, KNX underperforms the peer median by only 6.2 percentage points — well below the 35-point threshold required to trigger against votes under the low-positive TSR band. Douglas Col and Adam Miller are exempt from the TSR trigger as both joined within the past 24 months. No directors are overboarded, no attendance issues are disclosed, and audit committee members have appropriate financial expertise. The only governance flag worth noting is that Kevin Knight (Executive Chairman) and Gary Knight (Vice Chairman) have grandfathered share pledges, which the Nominating and Corporate Governance Committee monitors annually and has determined do not pose undue risk.
CEO
Adam Miller
Total Comp
$5,011,329
Prior Support
95.4%%
CEO Adam Miller's total compensation of approximately $5.0 million is reasonable for a large-cap ($9.5B market cap) diversified transportation company, and the prior year Say on Pay vote received overwhelming 95.4% shareholder support, indicating no historical concern. The pay program is well-structured: 60% of long-term incentive awards are performance-based stock awards tied to multi-year metrics including adjusted EPS growth, revenue growth, relative return on net tangible assets, and a relative total shareholder return modifier, while only 40% are time-vested awards — meaning the majority of equity pay is genuinely at risk based on outcomes. The company also has a meaningful clawback policy, robust stock ownership requirements, and no tax gross-up provisions, all of which support a FOR vote.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$3,009,400
Non-Audit Fees
$27,022
Non-audit fees (tax services of $27,022) represent less than 1% of audit fees ($3,009,400), far below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy — absence of disclosure is noted as a minor negative but does not change the vote. Grant Thornton is a large national firm appropriate for a $9.5 billion market cap company, and the proxy states the company has never restated its financials and has not had a material weakness in internal controls.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known individual governance activist with a long track record of filing legitimate shareholder transparency proposals — he is not an ideological filer, so his proposal is evaluated on its merits. The ask is a disclosure proposal (publish a report on political spending transparency), which has the lowest bar to support under the policy: information about how corporate funds are directed toward political or lobbying purposes is material to shareholders, and the company's opposition relies primarily on describing its current voluntary practices rather than demonstrating complete and systematic public disclosure. While KNX states it has contributed only $5,000 to candidates since 2017 and does not operate a PAC, it does pay dues to trade associations that may engage in political advocacy, and the sufficiency of disclosure about how those dues are used is not clearly established. A disclosure request asking the company to publish a report on this topic is a modest, low-cost governance improvement that helps shareholders independently verify the voluntary commitments management has described.
The 2026 Knight-Swift annual meeting ballot presents a straightforward slate: all eleven directors receive FOR votes because the company's 3-year total shareholder return, while modest at +10.7%, does not underperform the company's disclosed peer group by enough to trigger director accountability concerns. The one non-standard item is a political spending transparency proposal from governance activist John Chevedden, which receives a FOR vote given the low bar for credible disclosure requests and the company's reliance on voluntary rather than independently verifiable disclosure practices.
14 companies disclosed in 2026 proxy filing
