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☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
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Swift
Holdings Inc.
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2200 S. 75th Avenue
Phoenix, Arizona 85043
Wednesday,
9:0030, 2019
Swift’s Corporate Offices
2200 S. 75th
85027
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| 2. | Conduct an advisory, |
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| 4. | Vote on a stockholder proposal |
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| Transact any other business that may properly come before the meeting. |
By Order of the Board of Directors, |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 30, 2019 The Company’s proxy statement for the stockholders for the fiscal year ended December 31, |
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| LETTER FROM OUR LEAD INDEPENDENT DIRECTOR | ||||||
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| Dear Fellow Stockholders: |
| The responsibilities of our Lead Independent Director include: | |||
It has been my privilege to serve as Knight-Swift’s Lead Independent Director, working with a group of talented, knowledgeable, and committed directors. As I embark on another year of service as Lead Independent Director, I wanted to take this opportunity to highlight the many ways in which the Board has worked to provide independent oversight and address key areas of stockholder interest with a goal of delivering value for our stockholders and customers: Independent Board Oversight and Leadership The Board, which is comprised of approximately two-thirds independent members and has independent Audit, Compensation, Nominating and Corporate Governance, and Finance Committees, is actively engaged in oversight of management’s strategy, which has positioned Knight-Swift as a leader in the truckload transportation industry. In my role as Lead Independent Director, I preside over all executive sessions of the independent directors and maintain an active dialogue between the independent directors and management to facilitate efficient operation of the Board and effective oversight of the Company. In addition, as the representative of our independent directors, I participate in setting Board meeting agendas and developing materials to be distributed to the Board to ensure our discussions are focused on key risk areas and oversight of our strategic plans and goals to drive long-term growth and value creation for our stockholders. Strong Corporate Governance Standards We strive to maintain sound corporate governance practices, including a Board with an appropriate balance of expertise, diversity (25% of directors on our continuing Board are female and we have a female Lead Independent Director), tenure, and experience. To support an appropriate composition, we adopted a tenure policy in 2017, pursuant to which Messrs. Kraemer and Lehmann are retiring from our Board this year. In addition, Mr. Jerry Moyes, founder and former CEO of Swift, noted his appreciation of the Board’s composition and functionality, and stepped down from his position on the Board last year. Finally, Mr. Dozer has decided not to stand for reelection. We have been fortunate to have benefited from the expertise of Messrs. Dozer, Kraemer, Lehmann, and Moyes, and thank them for their many contributions. In furtherance of our commitment to outstanding corporate governance, we emphasize Board refreshment and conduct regular Board evaluations. Our Board does an annual Board self-assessment followed by a specific action plan to help guide the Board for the coming year. The Board is engaged in management succession planning. Developing talent and ensuring we have a deep bench for our key positions is critical. The risk oversight process by the Board and its Committees is rigorous. We also provide proxy access procedures, which allow our stockholders who have retained and held a sufficient ownership position in the Company to include stockholder-nominated director candidates in our proxy materials for annual meetings of stockholders. |
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| Presiding at all executive sessions of the Board; | ||||
| Coordinating the activities of the independent directors; | ||||
| Providing information to the Board for consideration; | ||||
| Participating in setting Board meeting agendas, in consultation with the CEO and the Chairperson, and coordinating Board meeting schedules to assure that there is sufficient time for discussion of all agenda items; | ||||
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| Participating in the retention of outside advisors and consultants who report directly to the Board; | ||||
| Requesting the inclusion of certain materials for Board meetings; | ||||
| Consulting with respect to, and where practicable receiving in advance, information sent to the Board; | ||||
| Calling meetings of the independent directors; | ||||
| Acting as liaison for stockholders between the independent directors and the Chairperson, as appropriate; and | ||||
| ● | Responding directly to stockholder and other stakeholder questions that are directed to the Lead Independent Director or the independent directors as a group, as the case may be. | ||||
Industry-Leading Commitment to Reducing Climate Change Knight-Swift is an industry leader in environmental initiatives, committed to reducing our emissions through improved truck technology, cleaner fuels, and the training and awareness of our driving associates. We were one of the few trucking companies that collaborated with the U.S. Environmental Protection Agency on the development and deployment of the EPA Smartway program, and have employed several generations of EPA Smartway trailers that include aerodynamic fairings, low rolling resistance tires, and automatic tire inflation, which reduce greenhouse gases and criteria emissions. In addition, we have begun using new fuel efficient trucks in some of the country’s most polluted cities, led the clean truck movement in the ports of Los Angeles and Long Beach (which has resulted in cleaner air for residents and workers, encouraged the ultra-low sulfur diesel fuel mandate), and recycle our waste oil and used tires. We actively seek out and work to integrate new technology to further reduce our environmental impact. Focus on Capital Management and Maximizing Stockholder Returns One of the Board’s critical areas of focus is capital allocation strategies and creation of strong returns for our stockholders. We maintain a Finance Committee that is responsible for reviewing and monitoring the deployment of our financial resources and policies, the management of our balance sheet, and the investment of cash and other assets. The Finance Committee also periodically reviews our capital structure and discusses with the full Board and management our financial risk exposure relating to our financing activities. | |||||
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We have returned value to our stockholders through the payment of quarterly dividends and share repurchases. The combined company has continued Knight’s historical practice of paying quarterly dividends to stockholders, and since the 2017 merger of Knight and Swift, we have returned approximately $60 million to our stockholders in dividends. In June 2018, the Board authorized a $250 million share repurchase plan, pursuant to which we have already repurchased nearly 6 million shares of our common stock for nearly $180 million. We endeavor to ensure that our executive compensation program, which our stockholders overwhelmingly approved under our annual advisory say-on-pay vote at our 2018 Annual Meeting, aligns with the long-term interests of our stockholders. Our Compensation Committee, with input from our independent compensation consultant, oversees a conservative executive compensation policy that positions target total compensation for our executive officers relative to the market median after taking into consideration experience, potential, and sustained individual performance. Moreover, target compensation is delivered through a mix of salary and annual long-term incentives that appropriately balance retention, short-and long-term goals, and pay-for-performance, while discouraging excessive risk taking. We also have adopted a clawback policy to discourage over-emphasizing short-term gains, and stock retention and anti-pledging and hedging policies intended to align our directors’ and officers’ interests with our stockholders’ long-term interests. The Board remains focused on its stewardship responsibilities and commitment to creating long-term value for our stockholders. On behalf of the Board, we welcome our stockholders’ feedback and look forward to providing further insights on the Board’s activities. We appreciate your support at the 2019 Annual Meeting. Sincerely, /s/ Kathryn Munro Kathryn Munro Lead Independent Director | ||||||
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| Proxy Proposals | Board Vote Recommendation | Page | |||||||||||
| Thursday, May 30, 2019 8:30 a.m. Local Time | Elect three Class II directors, each such director to serve a term of three years, and two Class III directors, each such director to serve a term of one year | FOR | 13 | ||||||||||
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| Conduct an advisory, non-binding vote to approve executive compensation | FOR | 32 | ||||||||||
| 20002 North 19th Ave Phoenix, AZ 85027 | |||||||||||||
| Ratify the appointment of Grant Thornton LLP (“GT”) as our independent registered public accounting firm for fiscal year 2019 | FOR | 32 | |||||||||||
| Stockholders of record on April 5, 2019 | |||||||||||||
| Vote on a stockholder proposal regarding Board declassification, if properly presented | NONE | 35 | |||||||||||
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| 2018 Financial Achievements | ||||
| ● | Total revenue of $5.3 billion | |||
| ● | Revenue, excluding fuel surcharge of $4.7 billion | |||
| ● | Operating ratio improvement of 230 bps to 89.4% | |||
| ● | Adjusted operating ratio improvement of 140 bps to 86.9%(1) | |||
| ● | Cash flows from operations of $882.0 million | |||
| ● | Free cash flow of $351.8 million(2) | |||
| ● | Lease adjusted leverage ratio decreased by 37% compared to year end 2017(3) | |||
| ● | Repurchased $179.3 million of our common stock | |||
| ● | Returned $42.8 million in dividends to our stockholders | |||
| (1) Adjusted operating ratio is a non-GAAP financial measure defined as operating expenses, net of fuel surcharge revenue and certain non-recurring items, expressed as a percentage of revenue, excluding fuel surcharge revenue. See Part II, Item 7 of our Form 10-K for the year ended December 31, 2018 for a non-GAAP reconciliation. | ||||
| (2) Free cash flow is a non-GAAP financial measure defined as cash flow from operating activities, less net capital expenditures. See non-GAAP reconciliation on page 40. | ||||
| (3) See definition of lease adjusted leverage ratio on page 40. | ||||
| Corporate Governance Highlights | |||
| ü | Approximately two-thirds of our Board of Directors (“Board”) members are independent | ||
| ü | Robust lead independent director position with participation in setting agendas for Board meetings, coordinating Board meeting schedules to assure that there is sufficient time for discussion of all agenda items, provide information to the Board, coordinating activities of the independent directors, and authority to lead executive sessions of independent directors and act as liaison for stockholders between independent directors and the Chairperson | ||
| ü | Regular executive sessions of independent directors with lead independent director authority to call meetings of the independent directors | ||
| ü | Independent Audit, Compensation, and Nominating and Corporate Governance Committees | ||
| ü | All four members of the Audit Committee qualify as audit committee financial experts | ||
| ü | Majority voting standard and resignation policy for directors in uncontested elections | ||
| ü | Proxy access | ||
| ü | Annual risk oversight by full Board and Committees | ||
| ü | Stockholder right to call special meetings | ||
| ü | Robust director and key officer stock ownership guidelines, along with a key officer stock retention policy | ||
| ü | Stock Pledging and Hedging Policy (the “Anti-Pledging and Hedging Policy”) limiting the pledging and hedging of the Company’s securities by certain individuals with no hardship exemption | ||
| ü | Clawback policy | ||
| ü | Overboarding policy | ||
| ü | New director orientation program | ||
| ü | Annual Board self-assessment | ||
| ü | Annual Chief Executive Officer (“CEO”) evaluation | ||
| ü | Management and executive succession planning strategy | ||
| ü | Director communication policy | ||
| ü | Director tenure policy | ||
| Executive Compensation Highlights | |||
| ü | Conservative pay policy with named executive officer and director pay targeted to the market median | ||
| ü | Peer group designed to reflect companies we compete with for business and talent | ||
| ü | Direct link between pay and performance that aligns business strategies with stockholder value creation | ||
| ü | Appropriate balance between short- and long-term compensation that discourages short-term risk taking at the expense of long-term results | ||
| ü | Independent compensation consultant retained by the Compensation Committee to advise on executive compensation matters | ||
| ü | No re-pricing or back-dating of stock options | ||
| ü | No dividends paid on unvested stock awards | ||
| ü | No tax gross-up payments to cover personal income taxes relating to incentive compensation | ||
| ü | Clawback policy | ||
| ü | Annual CEO evaluation considered when setting CEO compensation | ||
| Environmental and Sustainability Highlights | |||
| ü | Industry leader in environmental initiatives | ||
| ü | One of few trucking companies participating in development and deployment of EPA Smartway program | ||
| ü | Frequent recipient of EPA Smartway Excellence Award | ||
| ü | Utilization of new fuel efficient trucks | ||
| ü | Leader in clean truck movement in ports of Los Angeles and Long Beach | ||
| ü | Trailers equipped with latest technology to reduce emissions, such as aerodynamic fairings, low rolling resistance tires, and automatic tire inflation | ||
| ü | Oil and tire recycling program | ||
| ü | Service on government air quality board of directors by Company executive | ||
| ü | Initial supporter of the ultra-low sulfur diesel fuel mandate, which was crucial for the technology of new diesel engines | ||
| ü | Ongoing review of the use of electric and hydrogen trucks through collaboration with manufacturers and inventors with the aim of reducing climate change | ||
| ü | Customers are encouraged to eliminate older polluting trucks | ||
| DEFINITIVE PROXY ON FORM 14A | |
| TABLE OF CONTENTS | |
| PAGE | |
Company merged with and into Knight Transportation, Inc. and we became Knight-Swift Transportation Holdings Inc. (the “2017 Merger”). Unless otherwise indicated or context otherwise requires, “Knight” refers to Knight Transportation, Inc. and its subsidiaries prior to the 2017 Merger and “Swift” refers to Swift Transportation Company and its subsidiaries prior to the 2017 Merger.
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20002 North 19th Avenue, Phoenix, Arizona |
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Voting: | Stockholders as of the record date are entitled to vote. Each share of our |
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Internet at www.proxyvote.com | calling 1-800-690-6903 | mail return the signed proxy card | ||
Annual Meeting.
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| Item 2. | Conduct an advisory, non-binding vote to approve executive compensation | FOR | 32 | ||||||||
| Item 3. | Ratify the appointment of Grant Thornton LLP (“GT”) as our independent registered public accounting firm for fiscal year 2019 |
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| Michael Garnreiter | 67 | Treasurer of |
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| Audit (Chair) | Axon Enterprises, Inc., Amtech Systems, Inc., Banner Health Systems | |||||||||||||||
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| Robert E. Synowicki, Jr. | 60 | Chief Financial Officer, Chief Operating Officer, and Chief Information Officer at various times with Werner Enterprises, Inc., a publicly traded national trucking company, for over 25 years, most recently serving as Executive Vice President of | Yes |
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| David Jackson | 43 | Chief Executive Officer of Knight, and now Knight- Swift, and a member of the board of directors of Knight since January 2015, President of Knight, and now Knight-Swift, since February 2011, Chief Financial Officer from 2004 until 2012, Treasurer from 2006 to 2011 and Knight’s Secretary from 2007 to 2011 | No | None | None | |||||||||||||||
| Kevin Knight | 62 | Chairman of the board of directors of Knight since 1999 (including as the Executive Chairman since January 2015), CEO of Knight from 1993 through December 2014, currently serves as a full time executive officer of the Company in his role as Executive Chairman, from 1975 to 1984 in various roles at Swift, from 1986 to 1990 as Executive Vice President of Swift, and concurrently from 1988 to 1990 as President of Cooper Motor Lines, Inc., a former Swift subsidiary | No | Executive (Chair) | American Trucking Associations | |||||||||||||||
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Corporate Governance Highlights
The Company is committed to good corporate governance practices that we believe recognizes stockholder interests and supports the success of our business. Our corporate governance practices, highlighted below, are described in greater detail in the “The Board of Directors and Corporate Governance” section.
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HOLDINGS INC. ANNUAL MEETING OF STOCKHOLDERS THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 85027. presiding at all executive sessions of the presiding at all meetings of our Board and the stockholders, coordinating the activities of the independent directors; requesting the inclusion of certain materials for Board meetings; consulting with respect to, and where practicable receiving in advance, information sent to the Board; collaborating with the CEO and communicating to the CEO, together with the responding directly to stockholder and other stakeholder questions and comments that are directed performing such other duties as our Board may delegate from time to time. Our Board will consist of 25% females following the Annual Meeting. DIRECTOR ATTENDANCE AT ANNUAL MEETING rules of the NYSE. Name Lead Independent Director Richard Kraemer* reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary; 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 annually, compensate, and oversee our independent registered public accounting firm, evaluate such firm’s independence and performance, regularly reviews matters and monitors compliance procedures with regularly meets with management, internal auditors, the independent auditors and the Board in executive session; reviews with management the Audit Committee Report for inclusion in the annually reviews the Audit Committee Charter for adequacy and compliance with the duties and responsibilities set forth therein. Mr. Synowicki served on the Audit Committee until June 2018, when he began to provide consulting services to us in the areas of driver recruitment and retention and resigned from the Audit Committee. Mr. Garnreiter has been designated as the audit committee financial expert. annually evaluates the performance of, determines, approves, and recommends to the Board the base salary, cash incentives, annually reviews corporate goals and objectives relevant to the compensation of our other executive officers and senior management and evaluates performance in light of those goals and objectives; approves base salary and other compensation of our other executive officers; approves and recommends to the Board annual cash and equity adopts, oversees, and periodically reviews and makes recommendations to the Board regarding the operation of all of annually reviews and makes recommendations to the Board regarding the outside directors’ compensation arrangements to ensure their competitiveness and compliance with applicable laws; annually reviews the Company’s cash and equity incentive performance goals and objectives including whether such goals were met; reviews with management the Compensation Discussion and Analysis (“CD&A”) for inclusion in the annually reviews the Compensation Committee Charter for compliance with the duties and responsibilities set forth therein. identifies, screens, and recommends qualified candidates to the Board 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; oversees the evaluation of the recommends individuals to the Board for election by the stockholders or appointment by the Board; annually reviews the Nominating and Corporate Governance Committee Charter directors are responsible for attending Board meetings and meetings of committees on which they serve and to review in advance the Board’s principal responsibility is to oversee and direct the management of our at least our Nominating and Corporate Governance Committee is responsible for nominating qualified members for election to our Board; our Board believes that it is important for the independent directors will meet in executive session on a regular basis, but not less than any pledging or hedging transaction (including zero cost collars, forward sales contracts, puts, calls, and other derivative transactions) in the Company’s common stock. The Anti-Pledging and Hedging Policy does not have a hardship exemption. proxy statement. related party transactions were (in thousands): Provided by Swift Received by Swift Freight Services: Thermo King $ 1 $ — Central Freight Lines 83 26 SME Industries 830 — Other Affiliates — — Total $ 914 $ 26 Facility and Equipment Leases: Thermo King — — Central Freight Lines 1,154 372 Other Affiliates 19 — Total $ 1,173 $ 372 Other Services: Thermo King — $ 633 Central Freight Lines 24 — Swift Aircraft Management — 501 SME Industries 69 — Other Affiliates 11 17 Total $ 104 $ 1,151 Swift Receivable Swift Payable Central Freight Lines $ 118 $ 1 Thermo King — 22 SME Industries 72 — Other Affiliates 3 — Total $ 193 $ 23 three-year term. an annual retainer to each director of an annual an annual retainer of $15,000, paid in cash, to the an annual retainer of $10,000, paid in cash, to the an annual retainer of $7,500, paid in cash, to an annual retainer of $5,000, paid in cash, to each member of the Audit, Compensation, Nominating and Corporate Governance, reimbursement of expenses to attend Board and committee Name Fees Earned or Paid in Cash ($) Stock Awards Cash Value ($)(3) Total ($) Richard H. Dozer(2) 172,500 100,000 272,500 Glenn F. Brown(2) 97,750 100,000 197,750 José A. Cárdenas(2) 87,750 100,000 187,750 Jerry Moyes(1) — — — William F. Riley, III(2) 67,750 100,000 167,750 David N. Vander Ploeg(2) 105,250 100,000 205,250 As of December 31, Options(#) Shares of Restricted Class A Stock(#) Richard H. Dozer 4,000 17,405 Glenn F. Brown — 21,687 José A. Cárdenas — 11,275 William F. Riley, III — 11,227 David N. Vander Ploeg 4,000 21,687 Executive Executive Executive Weighting Threshold Target Stretch Maximum Level of Attainment-Percent of ECIP to be paid 30 % 100 % 200 % 300 % Adjusted EPS(1) 100 % $ 1.50 $ 1.62 $ 1.70 $ 1.80 Executive Base Salary Target Cash Incentive Percentage $ Amount of Cash Incentive at 100% Level of Attainment 2016 Cash Incentive Earned 2016 % of Salary at below threshold STIP Level of Attainment Richard Stocking $ 562,754 75 % $ 422,066 $ — — % Virginia Henkels $ 365,790 60 % $ 219,474 $ — — % Mickey R. Dragash $ 300,000 50 % $ 150,000 $ — — % Kenneth C. Runnels $ 273,182 50 % $ 136,591 $ — — % Steven Van Kirk $ 267,718 50 % $ 133,859 $ — — % Jerry Moyes $ 636,540 90 % $ 572,886 $ — — % Named Executive Officer Approximate Target LTIP(1) Stock Options(2) RSUs(3) PUs(4) Richard Stocking 175 % 44,888 21,589 20,954 Virginia Henkels 100 % 16,673 8,019 7,783 Mickey R. Dragash 75 % 10,526 4,932 4,787 Kenneth C. Runnels 75 % 9,116 4,384 4,255 Steven Van Kirk 75 % 6,062 2,916 2,830 Jerry Moyes 235 % 103,306 — 48,223 The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on its review and discussions with management, the Compensation Committee recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2018. Kraemer Name and Principal Position Year Salary ($) Stock Awards ($)(3) Option Awards ($)(4) Non-Equity Incentive Plan Compensation (5) All Other Compensation ($)(6) Total ($) Richard Stocking 2016 562,754 659,842 324,840 — 7,911 1,555,347 President and Chief 2015 560,232 672,518 331,391 211,033 6,104 1,781,278 Executive Officer 2014 537,883 621,947 305,431 335,194 5,477 1,805,932 Virginia Henkels 2016 365,790 245,089 120,657 — 7,911 739,447 Executive Vice-President and 2015 364,151 249,791 123,084 109,737 6,104 852,867 Chief Financial Officer 2014 349,624 230,996 113,450 176,716 5,477 876,263 Mickey R. Dragash(2) 2016 300,000 150,741 74,219 — 14,306 539,266 Executive Vice-President, General Counsel and Secretary Kenneth C. Runnels 2016 273,182 133,991 65,970 — 8,151 481,294 Executive Vice-President 2015 271,958 139,899 68,943 68,295 6,344 555,439 Fleet Operations 2014 262,847 129,385 63,543 104,843 5,477 566,095 Steven Van Kirk 2016 267,718 89,120 43,869 — 8,752 409,459 Executive Vice-President 2015 266,518 131,627 64,863 62,000 6,344 531,352 Swift, President Intermodal 2014 267,296 126,822 63,543 105,320 5,859 568,840 Jerry Moyes(1) 2016 626,747 747,939 747,591 — 5,404 2,127,681 Former Chief Executive 2015 535,759 762,315 762,656 — 9,691 2,070,421 Officer 2014 614,538 726,145 724,014 454,972 2,744 2,522,413 2018 Name Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts under Equity Incentive Plan Awards(2) All Other Stock Awards: Number of shares of stock or units (#)(3) All Other Option Awards: Number of Securities Underlying options (#)(4) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and option Awards ($)(5) Thres hold ($) Target (s) Max ($) Thres hold (#) Target (#) Max (#) Richard Stocking 211,033 422,066 1,266,198 — — — — — — — 5/24/16 — — — 10,477 20,954 41,908 — — — 324,997 5/24/16 — — — — — — 21,589 — — 334,845 5/24/16 — — — — — — — 44,888 15.51 324,840 Virginia Henkels 109,737 219,474 658,422 — — — — — — 5/24/16 — — — 3,892 7,783 15,566 — — — 120,714 5/24/16 — — — — — — 8,019 — — 124,375 5/24/16 — — — — — — — 16,673 15.51 120,657 Mickey R. Dragash 75,000 150,000 450,000 — — — — — — 5/24/16 — — — 2,394 4,787 9,574 — — — 74,246 5/24/16 — — — — — — 4,932 — — 76,495 5/24/16 — — — — — — — 10,526 15.51 74,219 Kenneth C. Runnels 68,295 136,591 409,773 — — — — — — — 5/24/16 — — — 2,128 4,255 8,510 — — — 65,995 5/24/16 — — — — — — 4,384 — — 67,996 5/24/16 — — — — — — — 9,116 15.51 65,970 Steven Van Kirk 66,930 401,577 267,718 — — — — — — — 5/24/16 — — — 1,415 2,830 5,660 — — — 43,893 5/24/16 — — — — — — 2,916 — — 45,227 5/24/16 — — — — — — — 6,062 15.51 43,869 Jerry Moyes 286,443 572,886 1,718,658 — — — — — — — 5/24/16 — — — 24,112 48,223 96,446 — — — 747,939 5/24/16 — — — — — — — 103,306 15.51 747,591 Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Options (#) Unexercisable (1) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#)(2) Market Value of Shares or Units of Stock That Have Not Vested ($)(4) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Rights That Have Not Vested ($)(4) Richard Stocking 80,000 — 11.00 10/16/2017 40,839 994,846 41,862 1,019,750 40,000 — 8.61 12/31/2019 — — — — 32,000 — 8.80 2/25/2020 — — — — 54,722 — 13.36 2/22/2023 — — — — 22,566 11,283 23.30 5/6/2024 — — — — 14,702 29,405 24.84 5/20/2025 — — — — — 44,888 15.51 5/24/2026 — — — — Virginia Henkels 78,000 — 11.00 8/27/2018 15,168 369,502 15,549 378,764 24,000 — 8.80 2/25/2020 — — — — 20,325 — 13.36 2/22/2023 — — — — 8,382 4,191 23.30 5/6/2024 — — — — 5,460 10,922 24.84 5/20/2025 — — — — — 16,673 15.51 5/24/2026 — — — — Mickey R. Dragash — 10,256 15.51 5/24/2026 10,970 267,229 4,787 116,611 Kenneth C. Runnels 4,694 2,348 23.30 5/6/2024 8,390 204,372 8,604 209,602 3,058 6,118 24.84 5/20/2025 — — — — — 9,116 15.51 5/24/2026 — — — — Steven Van Kirk 4,600 2,301 23.30 5/6/2024 6,767 164,838 6,984 170,136 2,877 5,756 24.84 5/20/2025 — — — — — 6,062 15.51 5/24/2026 — — — — Jerry Moyes (5) 132,270 — 13.36 3/31/2017 13,214 321,892 96,863 2,359,584 103,306 — 15.51 3/31/2017 53,492 26,746 23.30 12/31/2019 — — — — 33,835 67,672 24.84 12/31/2019 — — — — Name Option Shares Vesting Grant Date Vesting Date Exercise Price Richard Stocking 11,283 5/6/2014 5/6/2017 23.30 14,702 5/20/2015 5/20/2017 24.84 14,703 5/20/2015 5/20/2018 24.84 14,962 5/24/2016 5/24/2017 15.51 14,963 5/24/2016 5/24/2018 15.51 14,963 5/24/2016 5/24/2019 15.51 Virginia Henkels 4,191 5/6/2014 5/6/2017 23.30 5,461 5/20/2015 5/20/2017 24.84 5,461 5/20/2015 5/20/2018 24.84 5,557 5/24/2016 5/24/2017 15.51 5,558 5/24/2016 5/24/2018 15.51 5,558 5/24/2016 5/24/2019 15.51 Mickey R. Dragash 3,418 5/24/2016 5/24/2017 15.51 3,419 5/24/2016 5/24/2018 15.51 3,419 5/24/2016 5/24/2019 15.51 Kenneth C. Runnels 2,348 5/6/2014 5/6/2017 23.30 3,059 5/20/2015 5/20/2017 24.84 3,059 5/20/2015 5/20/2018 24.84 3,038 5/24/2016 5/24/2017 15.51 3,039 5/24/2016 5/24/2018 15.51 3,039 5/24/2016 5/24/2019 15.51 Steven Van Kirk 2,301 5/6/2014 5/6/2017 23.30 2,878 5/20/2015 5/20/2017 24.84 2,878 5/20/2015 5/20/2018 24.84 2,020 5/24/2016 5/24/2017 15.51 2,021 5/24/2016 5/24/2018 15.51 2,021 5/24/2016 5/24/2019 15.51 Jerry Moyes 26,746 5/6/2014 5/6/2017 23.30 33,836 5/20/2015 5/20/2017 24.84 33,836 5/20/2015 5/20/2018 24.84 2018 Option Awards Stock Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Acquired on Vesting ($) Richard Stocking - - 38,202 661,202 Virginia Henkels - - 14,190 245,601 Mickey R. Dragash - - 3,019 71,701 Kenneth C. Runnels 155,726 2,108,155 8,129 140,784 Steven Van Kirk 11,492 130,926 7,931 137,425 Jerry Moyes - - 52,769 944,037 Name Executive Contributions in Last FY ($)(1) Registrant Contributions in Last FY ($)(2) Aggregate Earnings in Last FY(3) Aggregate Withdrawals/ Distributions in Last FY ($) Aggregate Balance at Last FYE(1) Jerry Moyes — — — — — Richard Stocking — — — — — Virginia Henkels 265,198 — 41,287 — 470,834 Mickey R. Dragash 38,654 — 3,840 — 53,987 Kenneth C. Runnels — — — — — Steven Van Kirk 33,291 — 7,123 — 83,455 Option Awards RSU Awards PU Awards Name Unvested Options (#) Intrinsic Value of Unvested Options ($) (#) ($) (#) ($) Total Value Upon Change in Control ($) Richard Stocking 85,576 409,219 35,265 859,055 47,436 1,155,541 2,423,815 Virginia Henkels 31,786 151,999 13,098 319,067 17,619 429,199 900,265 Mickey R. Dragash 10,256 90,766 10,970 267,229 4,787 116,611 474,606 Kenneth C. Runnels 17,582 83,165 7,230 176,123 9,764 237,851 497,139 Steven Van Kirk 14,119 56,088 5,630 137,147 8,121 197,828 391,062 Name Cash Payments ($) Total Value of Options, RSU Awards and PU Awards ($) (1) Total Value Received on Termination by the Company without “cause” or by the NEO for “good reason” ($) Richard Stocking 2,144,132 414,217 2,558,349 Virginia Henkels 877,896 153,851 1,031,747 Mickey R. Dragash 675,000 38,870 713,870 Cash Payments ($) Total Value of Accelerated Options ($)(1) Total Value of PUs($)(2) Total Value Received ($) 4,800,000 914,258 962,658 6,676,916 Shares Beneficially Owned Name and Address of Beneficial Owner(1)(2) Class of Common Stock # of Shares Percent of Class A Common Stock(3) Percent of Total Common Stock(4) Percent of Total Voting Power(5) Named Executive Officers and Directors: Jerry Moyes(6)(7) B 47,541,938 — 35.6 % 51.9 % Jerry Moyes(8) A 10,834,403 12.9 % 8.1 % 5.9 % Richard Stocking(9) A 332,427 * * * Virginia Henkels(10) A 180,283 * * * Mickey R. Dragash(11) A 7,022 * * * Steven Van Kirk(12) A 24,265 * * * Kenneth C. Runnels(13) A 30,382 * * * Richard H. Dozer(14) A 21,405 * * * David N. Vander Ploeg(15) A 25,687 * * * Glenn F. Brown(16) A 46,687 * * * William F. Riley, III(17) A 19,227 * * * José A. Cárdenas (18) A 11,275 * * * All executive officers and directors as a group (13 persons) A&B 59,083,368 N/A 44.1 % 58.1 % Other 5% Stockholders Moyes Affiliated Holdings M Capital Group Investors, LLC(19) B 10,595,659 — 8.0 % 11.6 % M Capital Group Investors II, LLC(20) B 26,213,049 — 19.7 % 28.6 % Cactus Holding Company, LLC(21) B 8,354,978 — 6.3 % 9.1 % Cactus Holding Company II, LLC(22) B 2,378,252 — 1.8 % 2.6 % Cactus Holding Company, LLC(21) A 1,951,006 2.3 % 1.5 % 1.1 % Cactus Holding Company II, LLC(22) A 8,650,471 10.4 % 6.5 % 4.7 % Other Unaffiliated Third Party Holdings Wellington Management Group LLP(23) 280 Congress St. Boston, MA 02210 A 8,726,667 10.4 % 6.5 % 4.8 % Black Rock, Inc.(24) 40 East 52nd Street New York, NY 10022 A 4,791,093 5.7 % 3.6 % 2.6 % The Vanguard Group(25) 100 Vanguard Blvd. Malvern, PA 19355 A 7,032,058 8.4 % 5.3 % 3.8 % FMR LLC 245 Summer Street Boston, MA 02210(26) A 9,487,038 11.4 % 7.1 % 5.2 % Act. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019 the Company. The Audit Committee assists the Board in its oversight of the acceptability and quality of the accounting principles; the reasonableness of significant accounting judgments and critical accounting policies and estimates; the clarity of disclosures in the financial statements; and the adequacy and effectiveness of and for the fiscal year ended 2018. Code of Conduct and the Complaint Review Policy. 2017 Merger. 4: Meeting to present his proposal. The proposal and supporting statement below (collectively, the “Stockholder Proposal”) are presented in this proxy statement as received from the proponent in accordance with the rules of the SEC; we and our Board disclaim any responsibility for their content. Any references in the Stockholder Proposal statement to “we,” “our,” or similar words are references to the proponent of the proposal and not to the Company, our other stockholders, or our Board. this proposal. THE BOARD OF DIRECTORS’ STATEMENT IN RESPONSE TO THE STOCKHOLDER PROPOSAL statement. IS NEITHER OPPOSING NOR SUPPORTING THE STOCKHOLDER PROPOSAL AND MAKES NO VOTING RECOMMENDATION TO with the exception of one inadvertent late report regarding a purchase of shares by Mr. Richard Lehmann and one inadvertent late report regarding a gift of shares by Mr. Gary Knight.PROXY STSTATEMENTATEMENTSWIFTKNIGHT-SWIFT TRANSPORTATION COMPANY2200 South 75th AvenuePhoenix, Arizona 85043To be held on May 24, 2017The Board of Directors (the “Board”) of Swift Transportation Company (the “Company”, “Swift”, “we, or “our”) is furnishing you this proxy statement in connection with the solicitation of proxies on its behalf for the 2017 Annual Meeting of Stockholders (“Annual Meeting”). The meeting will take place at Swift’s corporate offices which are located at 2200 S. 75th Avenue, Phoenix, Arizona 85043, on Wednesday, May 24, 2017, at 9:00 a.m. local time. At the meeting, stockholders will vote on: (i) the election of the six directors named in this proxy statement; (ii) an advisory approval of the compensation of Swift’s named executive officers; (iii) an advisory vote on the frequency of future votes to approve the compensation of Swift’s named executive officers; (iv) the ratification of KPMG as Swift’s independent registered public accounting firm for the fiscal year 2017; (v) a stockholder proposal to develop a recapitalization plan and (vi) a stockholder proposal to adopt proxy access. Annual Meeting Details Proxy Proposals Board Vote Recommendation Page When Thursday, May 30, 20198:30 a.m. Local TimeElect three Class II directors, each such director to serve a term of three years, and two Class III directors, each such director to serve a term of one year FOR 13 Conduct an advisory, non-binding vote to approve executive compensation FOR 32 Where 20002 North 19th AvePhoenix, AZ 85027Ratify the appointment of Grant Thornton LLP (“GT”) as our independent registered public accounting firm for fiscal year 2019 FOR 32 Who Votes Stockholders ofrecord on April 5, 2019Vote on a stockholder proposal regarding Board declassification, if properly presented NONE 35 Stockholders also will consider any other matters that may properly come before the meeting, although we know of no other business to be presented.By submitting your proxy (either by signing and returning the enclosed proxy card, by voting electronically on the Internet or by telephone), you authorize Virginia Henkels, Swift’s Executive Vice-PresidentDavid Jackson, our President and CEO, and Adam Miller, our Chief Financial Officer (“CFO”) and Mickey R. Dragash, Swift’s Executive Vice-President, General Counsel and Secretary,Treasurer, to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Also, they may vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.Swift’sA Notice of Internet Availability of Proxy Materials (the “Internet Notice”) will first be mailed on or about April 19, 2019, to stockholders of record of our common stock at the close of business on April 5, 2019, which is the record date. The Internet Notice will instruct you as to how you may access and review the proxy materials. This proxy statement, the proxy card, and our Annual Report to Stockholders for the fiscal year ended December 31, 2016,2018 (our “2018 Annual Report”), which includescollectively comprise our “proxy materials,” are first being made available to stockholders on April 19, 2019.The information included in this proxy statement should be reviewed in conjunction with the Company’s fiscal 2016 audited consolidated financial statements, accompaniesnotes to consolidated financial statements, reports of our independent registered accounting firm, and other information included in our 2018 Annual Report that will first be made available on or about April 19, 2019, together with this notice of Annual Meeting and proxy statement. Althoughstatement, to all stockholders of record of our common stock as of the record date, April 5, 2019. A copy of our 2018 Annual Report will be made available free of charge on the Annual Reports section of our corporate website at www.knight-swift.com. Except to the extent it is incorporated by specific reference, our 2018 Annual Report is being distributed withnot incorporated into this proxy statement it doesand is not constituteconsidered to be a part of the proxy solicitation materials and is not incorporated by reference into this proxy statement.We are first sending the proxy statement, form of proxy and accompanying materials to stockholders on or about April 14, 2017.QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGWHEN AND WHERE IS THE ANNUAL MEETING?Date:Wednesday, May 24, 2017Time:9:00 a.m., Local TimeLocation:Swift’s Corporate Offices2200 S. 75th AvenuePhoenix, Arizona 85043WHAT MATTERS WILL BE VOTED UPON AT THE ANNUAL MEETING?At the Annual Meeting, you will be asked to:Vote upon a proposal to elect nominees: Richard H. Dozer, Glenn F. Brown, José A. Cárdenas, Jerry Moyes, William F.��Riley, III and David N. Vander Ploeg as directors to hold office for a term of one year, expiring at the close of the Annual Meeting of Stockholders in 2018 or until their successors are duly elected and qualified or until their earlier resignation or removal;Vote (on an advisory basis) to approve the compensation of Swift’s named executive officers;Vote (on an advisory basis) on the frequency of future votes on the compensation of Swift’s named executive officers;Vote upon a proposal to ratify the appointment of KPMG as Swift’s independent, registered public accounting firm for the 2017 calendar year;Vote on a stockholder proposal to develop a recapitalization plan;Vote on a stockholder proposal to adopt proxy access; andTransact such other business as may properly come before the Annual Meeting or any adjournments thereof.WHAT CONSTITUTES A QUORUM?The presence, either in person or by proxy, of the holders of shares of common stock representing at least a majority of the voting power of our common stock outstanding and entitled to vote is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes, which are described in more detail below, are counted as shares present at the Annual Meeting for purposes of determining whether a quorum exists.WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING?If a quorum is not present at the meeting, the holders of a majority of voting power of the shares (but in any event not less than one-third of such shares) of the shares entitled to vote at the meeting who are present, in person or represented by proxy, or the chairman of the meeting, may adjourn the meeting until a quorum is present. The time and place of the adjourned Annual Meeting will be announced at the time the adjournment is taken and no other notice will be given.Only stockholders of record of Swift’s common stock at the close of business on March 31, 2017, which is the “record date,” are entitled to notice of, and to vote at, the Annual Meeting. Shares that may be voted include shares that are held:directly by the stockholder of record; andbeneficially through a broker, bank or other nomineeEach share of our Class A common stock will be entitled to one vote on all matters submitted for a vote at the Annual Meeting. Each share of our Class B common stock will be entitled to two votes on all matters submitted for a vote at the Annual Meeting.As of the record date, March 31, 2017 there were 83,518,819 shares of our Class A common stock issued and outstanding and entitled to be voted at the Annual Meeting and 49,741,938 shares of our Class B common stock issued and outstanding and entitled to be voted at the Annual Meeting.WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A “REGISTERED OWNER” AND A “BENEFICIAL OWNER”?Most of Swift’s Class A stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between registered shares and those owned beneficially:Registered Owners — If your shares are registered directly in your name with our transfer agent, Wells Fargo Shareowner Services, you are, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.Beneficial Owners — If your shares are held in a brokerage account, bank or by another nominee, you are, with respect to those shares, the “beneficial owner” of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote or to vote in person at the Annual Meeting. However, since you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from your broker, bank or other nominee (who is the stockholder of record) giving you the right to vote the shares.WHAT IS A BROKER NON-VOTE?Generally, a “broker non-vote” occurs when a broker, bank or other nominee that holds shares in “street name” for a customer is precluded from exercising voting discretion on a particular proposal because the: (i) beneficial owner has not instructed the nominee on how to vote; and (ii) nominee lacks discretionary voting power to vote on such issues.Under the rules of the New York Stock Exchange (“NYSE”), as discussed below, a nominee does not have discretionary voting power with respect to the approval of “non-routine” matters absent specific voting instructions from the beneficial owners of such shares.WHAT IS THE EFFECT OF NOT CASTING YOUR VOTE?Under the rules of the NYSE, a record holder does not have discretionary voting power with respect to the approval of “non-routine” matters absent specific voting instructions from the beneficial owners of such shares. Other than the proposal to ratify the appointment of KPMG, all of the proposals are considered non-routine matters. Therefore, your shares will not be voted without your specific instructions. Thus, if you hold your shares in street name and you do not instruct your record holder how to vote in the election of directors (Proposal 1), the advisory vote to approve the compensation of Swift’s named executive officers (Proposal 2), the advisory vote no the frequency of future votes to approve the compensation ofSwift’s named executive officers (Proposal 3), the vote on the stockholder proposal to develop a recapitalization plan (Proposal 4), or the stockholder proposal to adopt proxy access (Proposal 6), no votes will be cast on your behalf. Your record holder will, however, continue to have the ability to vote your shares in its discretion on the ratification of the appointment of the independent registered public accounting firm (Proposal 3).WHAT STOCKHOLDER APPROVAL IS NECESSARY FOR APPROVAL OF THE PROPOSALS?Election of Directors (Proposal 1)Each director shall be elected by a majority of the votes cast with respect to that director. This means that a director must receive more “for” than “against” votes with respect to that director. However, if the number of nominees is greater than the number of directors to be elected, 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.Advisory Vote to Approve the Compensation of Swift’s Named Executive Officers (Proposal 2)Approval of this resolution requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal. While this vote is required by law, it is not binding on the Company or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Swift’s Named Executive Officers (Proposal 3)Generally, approval of any matter presented to stockholders requires a majority of votes cast. However, because this vote is advisory and nonbinding, if none of the frequency options receives a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended by the Company’s stockholders. Broker non-votes and abstentions will have no effect on the outcome of this proposal. Even though this vote is not binding on the Company or the Board, the Board will take into account the outcome of this vote in making a determination on the frequency with which future advisory votes on executive compensation will be included in Swift’s proxy statement.Ratification of the Appointment of KPMG as Swift’s Independent Registered Public Accounting Firm (Proposal 4)The ratification of the Audit Committee’s appointment of KPMG as Swift’s independent registered public accounting firm for the fiscal year 2017 requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal. Stockholder ratification is not required for the appointment of Swift’s independent registered public accounting firm. However, we are submitting the proposal to solicit the opinion of our stockholders.Vote on Shareholder Proposal to Develop a Recapitalization Plan (Proposal 5)Approval of this proposal requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal.Vote on Shareholder Proposal to Adopt Proxy Access (Proposal 6)Approval of this proposal requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal.MAY I VOTE MY SHARES IN PERSON AT THE ANNUAL MEETING?If you are the registered owner of shares of Swift’s common stock on the record date, you have the right to vote your shares in person at the Annual Meeting.If you are the beneficial owner of shares of Swift’s common stock on the record date, you may vote these shares in person at the Annual Meeting if you have requested a legal proxy from your broker, bank or other nominee (the stockholder of record) giving you the right to vote the shares at the Annual Meeting. You will need to complete such legal proxy and present it to Swift at the Annual Meeting.Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy card or voting instructions so that your vote will be counted if you later decide not to attend the Annual Meeting.HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?If you are a registered owner, you may instruct the named proxy holders on how to vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided with this proxy statement, or by using the internet voting site or the toll-free telephone number listed on the proxy card. Specific instructions for using the internet and telephone voting systems are on the proxy card. The internet and telephone voting systems will be available until 11:59 p.m. Mountain Standard Time on Monday, May 23, 2017 (the day before the Annual Meeting).If you are the beneficial owner of shares held in street name, you should instruct your broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee has enclosed with this proxy statement a voting instruction card for you to use in directing your nominee on how to vote your shares. The instructions from your nominee will indicate whether internet or telephone voting is available and, if so, will provide details regarding how to use those systems.HOW WILL MY PROXY BE VOTED?Shares represented by a properly executed proxy (in paper form, by Internet or by telephone) that are received in a timely manner, and not subsequently revoked, will be voted at the Annual Meeting or any adjournment or postponement thereof in the manner directed on the proxy. Virginia Henkels and Mickey R. Dragash are named as proxies on the proxy form and have been designated by the Board as the directors’ proxies to represent you and vote your shares at the Annual Meeting. All shares represented by a properly executed proxy on which no choice is specified will be voted:(1)FOR the election of the six nominees for director named in this proxy statement;(2)FOR the resolution approving, on an advisory basis, the compensation of Swift’s named executive officers;(3)FOR a one year frequency for future votes to approve the compensation of Swift named executive officers(4)FOR the ratification of the appointment of KPMG as Swift’s independent registered public accounting firm for the 2017 calendar year;(5)AGAINST the stockholder proposal to develop a recapitalization plan;(6)AGAINST the stockholder proposal to adopt proxy access; and(7)in accordance with the proxy holders’ best judgment as to any other business that properly comes before the Annual Meeting.MAY I REVOKE MY PROXY AND CHANGE MY VOTE?Yes. You may revoke your proxy and change your vote at any time prior to the vote at the Annual Meeting.If you are the registered owner, you may revoke your proxy and change your vote by:submitting a new proxy bearing a later date (which automatically revokes the earlier proxy);giving notice of your changed vote to us in writing mailed to the attention of Mickey R. Dragash, Corporate Secretary, at our executive offices;attending the Annual Meeting and giving oral notice of your intention to vote in person; orre-voting by telephone or internet.You should be aware that simply attending the Annual Meeting will not in and of itself constitute a revocation of your proxy.WILL MY VOTE BE KEPT CONFIDENTIAL?Yes, your vote will be kept confidential and not disclosed to the Company unless:required by law;you expressly request disclosure on your proxy; orthere is a proxy contest.WHO WILL PAY THE COSTS OF SOLICITING PROXIES?Swift will bear all costs of this proxy solicitation. In addition to soliciting proxies by this mailing, our directors, officers and regular employees may solicit proxies personally or by mail, telephone, facsimile or other electronic means for which solicitation they will not receive any additional monetary compensation. Swift will reimburse brokerage firms, custodians, fiduciaries and other nominees for their out-of-pocket expenses in forwarding solicitation materials to beneficial owners upon our request.WHAT OTHER BUSINESS WILL BE PRESENTED AT THE ANNUAL MEETING?As of the date of this proxy statement, the Board knows of no other business that may properly be, or is likely to be, brought before the Annual Meeting. If any other matters should arise at the Annual Meeting, the persons named as proxy holders, Virginia Henkels and Mickey R. Dragash will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If, for any unforeseen reason, any of the director nominees are not available to serve as a director the named proxy holders will vote your proxy for such other director candidate or candidates as may be nominated by the Board.WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?Swift intends to report voting results of the Annual Meeting on Form 8-K within four business days after the Annual Meeting.WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?You may receive more than one set of voting materials. These materials may include multiple copies of this proxy statement and multiple proxies or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for eachbrokerage account. If you are a registered owner and your shares are registered in more than one name you will receive more than one proxy card. Please vote each proxy and instruction card that you receive.WHO CAN HELP ANSWER MY QUESTIONS?If you have questions concerning a proposal, or the Annual Meeting, are requesting additional copies of this proxy statement, or if you need directions to or special assistance at the Annual Meeting, please call the Corporate Secretary at 1-800-800-2200, extension 907-3574 or email the Corporate Secretary at mick_dragash@swifttrans.com. In addition, information regarding the Annual Meeting is available via the Internet at our website, www.swifttrans.com.CORPORATE GOVERNANCE DOCUMENTSIn furtherance of its goals of providing effective governance of Swift’sour business and affairs for the long-term benefit of stockholders, and promoting a culture and reputation of the highest ethics, integrity and reliability the Board has adopted Corporate Governance Guidelines. Specifically,Guidelines in addition to charters for each of its Board committees and a Code of Business Conduct and Ethics (the “Code of Conduct”) for our directors, officers, and employees of the Company.employees. Each of these documents is free and available for download in the corporate governance section of the Investor Relations page at www.swifttrans.com.www.knight-swift.com. You may also obtain a copy by writing to SwiftKnight-Swift Transportation Company,Holdings Inc., c/o Corporate Secretary, 2200 S. 75th Ave.,20002 North 19th Avenue, Phoenix, Arizona 85043.RISK MANAGEMENT AND OVERSIGHTOur full Board oversees our risk management process, as well asWe take a company-wide approach to risk management, carried out byand our management.full Board has overall responsibility for and oversees our risk management process on an annual basis. Our full Board: (i) determines the appropriate risk for us as an organization; (ii) assesses the specific risks faced; and (iii) reviews the appropriate steps to be taken by management in order to manage those risks. While the full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our Compensation Committee is responsible for overseeing the management of risks relating to our executive and non-executive compensation planspolicies and practices and the incentives created by theour compensation awards it administers.policies and practices. Our Audit Committee oversees assessment and management of enterprise risks as well as financialrisks and is responsible for overseeing potential conflicts of interests. Our Nominating and Corporate Governance Committee is responsible for overseeing implementation of appropriate corporate governance procedures, monitoring and overseeing the management and mitigation of operating risks, and overseeing the management of risks associated with the independence of our Board. Our Nominating and Corporate Governance Committee also reviews enterprise operating risks, other than financial and internal controls risks. Our Finance Committee 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. Our Merger Integration Committee monitored risks associated with integration efforts in connection with the 2017 Merger. Following the successful integration of Swift and Knight, the Merger Integration Committee was dissolved in May 2018. Pursuant to the Board’s instruction, management regularly reports on applicable risks to the relevant committee or the full Board. As appropriate, additional review or reporting on risks are conducted as needed or as requested by our Board and its committees.Our Board currently consists of six members:eleven members, divided into three classes: Kathryn Munro (Class I), Gary Knight (Class I), Kevin Knight (Class II), Michael Garnreiter (Class II), David Jackson (Class II), Robert Synowicki, Jr. (Class II), Richard H. Dozer Glenn F. Brown, José A. Cárdenas,(Class II) (not standing for reelection), David Vander Ploeg (Class II), Richard Lehmann (Class III) (retiring at Annual Meeting), Richard Kraemer (Class III) (retiring at Annual Meeting), and Roberta Roberts Shank (Class III).Subsequent to the 2018 Annual Meeting, Mr. Jerry Moyes, William F. Riley,a former Class III director, resigned as a director of the Company. In accordance with our tenure policy, Messrs. Richard Lehmann and Richard Kraemer, are retiring at the Annual Meeting, and Mr. Richard Dozer, a Class II director, has decided not to stand for reelection at the Annual Meeting.Given these developments, to rebalance the number of directors in each class, our Board has nominated Messrs. Michael Garnreiter, David N. Vander Ploeg. Ploeg, and Robert Synowicki, Jr. as Class II directors to hold office for a term of three years, expiring at the close of the 2022 Annual Meeting of Stockholders and has nominated Messrs. David Jackson and Kevin Knight as Class III directors to hold office for a term of one year, expiring at the close of the 2020 Annual Meeting of Stockholders, or until, in each case, their successors are elected and qualified or until their earlier resignation or removal.All of these directors, other than Mr. MoyesMessrs. Gary Knight, Kevin Knight, and Mr. Riley,Jackson, qualify as independent directors under the corporate governance standards of the NYSE and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Board requires; provided, after June 2018 Mr. Synowicki did not meet the separationAudit Committee independence requirements due to his consulting assistance to the Company regarding driver recruiting and retention.The table below provides information on the qualifications, skills, characteristics, and experience of our proposed nominees and continuing directors. Mr. Garnreiter Mr. Jackson Mr. Gary Knight Mr. Kevin Knight Ms. Munro Mr. Vander Ploeg Ms. Roberts Shank Mr. Synowicki, Jr. Experience Public Company Officer ü ü ü ü ü ü Financial Reporting ü ü ü ü ü ü ü ü Industry ü ü ü ü ü Environmental ü ü ü ü ü ü ü ü Risk Management ü ü ü ü ü ü ü ü Demographic/Background Independent Yes No No No Yes Yes Yes Yes(1)Gender Male Male Male Male Female Male Female Male Tenure (years) 17 5 29 29 15 11 4 4 Age (years) 67 43 67 62 70 60 52 60 (1) Mr. Synowicki is independent for all purposes except service on the Audit Committee after June 2018. The lack of a “ü” for a particular item does not mean that the director does not possess that qualification, characteristic, skill or experience. We look to each director to be knowledgeable in these areas; however, the “ü” indicates that the item is a specific qualification, characteristic, skill or experience that the director brings to the Board.BOARD LEADERSHIP STRUCTUREWe separate the offices of the ChairmanChairperson of our Board and our Chief Executive Officer (“CEO”).CEO. Currently, our independentExecutive Chairman of the Board is Richard H. Dozer.Kevin Knight. Separating the offices of Chairperson and CEO allows our CEO to dedicate his full efforts to the demands and responsibilities of the CEO position, while also allowing us to benefit from Kevin Knight’s strategic oversight and considerable experience. Our Board will be free to choose the ChairmanChairperson in any way that it deems best for us at any given point in time, provided that the Chairman may not be our CEO or any other employee of Swift. Mr. Dozer is not an employeetime. The duties of the Company nor does Mr. Dozer have any other affiliationsChairperson include:serving on the Executive Committee;presiding at all meetings of our Board and the stockholders at which the Chairperson is present;participating in setting Board meeting agendas, in consultation with the Company; thereby qualifying Mr. Dozer as anCEO and lead independent director, and coordinating Board meeting schedules to assure that there is sufficient time for servicediscussion of all agenda items;collaborating with the CEO and lead independent director in determining the need for special meetings and calling any such special meeting;responding directly to stockholder and other stakeholder questions and comments that are directed to the Chairperson of the Board; andperforming such other duties as our Chairman of the Board. Board may delegate from time to time.If the ChairmanChairperson of the Board is not an independent director, our Board’s independent directors will designate one of the independent directors on the Board to serve as lead independent director. In addition, ifCurrently, our CEOlead independent director is apermitted holder or an affiliated person (as defined in our certificate of incorporation), the Chairman of our Board must be an independent director.Kathryn Munro. The duties of the Chairman, or the lead independent director if the Chairman is not independent, include:Board;independent directors;(inwhere the caseChairperson is not present;performing all duties of the absence or disability of the Chairperson;lead independent director, whereChairperson in the Chairman is not present);providing information to the Board for consideration;schedules to assure that there is sufficient time for discussion of all agenda items;preparingparticipating in setting Board meeting agendas, in consultation with the CEO and lead independent director or Chairman, as the case may be,Chairperson, and coordinating Board meeting schedules;authorizingparticipating in the retention of outside advisors and consultants who report directly to the Board;meetings and calling any such special meeting;lead independent director or Chairman, as the case may be,Chairperson in determining the need for special meetings;in the casecalling meetings of the lead independent director, directors;acting as liaison for stockholders between the independent directors and the Chairman,Chairperson, as appropriate;chairmanChairperson of the Compensation Committee, the results of the Board’s evaluation of the CEO’s performance; to the Chairman of the Board, or to the lead independent director or the independent directors as a group, as the case may be; andIn the absence or disability of the Chairman,Chairperson, the duties of the ChairmanChairperson (including presiding at all meetings of our Board and the stockholders) shall be performed and the authority of the ChairmanChairperson may be exercised by anthe lead independent director or another independent director designated for this purpose by our Board. The ChairmanChairperson of our Board (if he or she is an independent director) or the lead independent director if any, may only be removed from such position with the affirmative vote of a majority of the independent directors and only for the reasons set forth in our bylaws. Includingby-laws, including a determination by a majority of the independent directors that the ChairmanChairperson or lead independent director, as the case may be, is not exercisingfulfilling his or her dutiesresponsibilities in a manner that is in the best interests of Swiftthe Company and ourits stockholders.BOARD DIVERSITYThe Company prefers a mix of background and experience among its members. The Board does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes, and experiences, taken as a whole, will contribute to the high standards of Board service to the Company. The effectiveness of this approach is evidenced by the directors’ participation in insightful and robust, yet mutually respectful, deliberation that occurs at Board and committee meetings.BOARD MEETINGSThe Board held ten5 meetings during the 20162018 calendar year. During 2016,2018, all directors attended at least 75% of the aggregate of the Board and committee meetings on which they sit. sit, except that Mr. Lehmann was unable to attend the meeting held by the Executive Committee during 2018.All sixSix of the Company’s then incumbentour then-incumbent directors attended Swift’s 2016our 2018 Annual Meeting of Stockholders. Directors are invited and encouraged to attend the Company’s annual meetingmeetings of stockholders.BOARD COMMITTEESAs a result of Jerry Moyes and affiliates controlling a majority of the vote of our voting common stock, Swift qualifies as a “controlled company” within the meaning of the corporate governance listing standards of the NYSE. As such, we have the option to elect not to comply with certain of such listing standards. However, consistent with our goal to implement strong corporate governance standardsstockholders, although we do not currently, nor do we intend to, elect to be treated ashave a “controlled company” under the rulesformal policy regarding director attendance at our annual meetings of the NYSE.Ourstockholders.BOARD COMMITTEESCurrently, our Board has an Audit Committee (AC), Compensation Committee and(CC), Nominating and Corporate Governance Committee.Committee (NGC), Finance Committee (FC), and Executive Committee (EC). Following the successful integration of Swift and Knight, the Merger Integration Committee was dissolved in May 2018. 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, for 2017, an “outside“independent director” within the meaning of Section 162(m)(4)(c)(i)for purposes of the Internal Revenue Code.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:IndependentACCCNGCEC Richard H. Dozer
ü Kevin Knight Executive Chairman of the Board Yes
Glenn F. BrownYes
José A. CárdenasYes
Jerry MoyesNoWilliam F. Riley, IIINoü ü Richard Lehmann* ü ü Roberta Roberts Shank ü ü Robert Synowicki, Jr. ü ü David N. Vander PloegYes
ü =Member
= Committee ChairpersonCommitteeChairmanAC = AuditCommitteeCC = CompensationCommitteeNGC = Nominating and Corporate Governance Committee* Messrs. Kraemer and Lehmann are retiring at the Annual Meeting and Mr. Dozer is not standing for reelectionAudit CommitteeThe Audit Committee held 10 meetings in 2016.2018. The Audit Committee performs the following functions: and set clear policies for our hiring of employees or former employees of the independent registered public accounting firm, and pre-approve all audit services and permitted non-audit services to be performed by our independent registered public accounting firm;Swift’sour internal audit department as well as oversees performance of the internal audit department;oversees investigation and resolution of complaints submitted under Swift’s Whistleblower policy;
establishes procedures for reviewing and investigating complaints regarding accounting, internal controls, auditing matters, or other illegal or unethical acts;•administers our related party transactions policy and evaluates related party transactions presented for approval;administers our related party transactions policy and evaluates related party transactions presented for approval;Proxy Statementproxy statement filed with the SEC; andThe Board has determined that Richard H. Dozer and David N. Vander Ploeg areeach of our Audit Committee members qualify as audit committee financial experts as such term is defined in Item 407(d)(5) of Regulation S-K, promulgated by the Securities and Exchange Commission (“SEC”). The Board has also determined that all members of the Audit Committee satisfy the independence standards of the NYSE listing standards and the SEC requirements and possess the requisite literacy in financial matters to sit as a member of the Audit Committee.Compensation CommitteeThe Compensation Committee held seven5 meetings in 2016.2018. The Compensation Committee performs the following functions:CEO;and annual equity awards, and all other compensation for the President and Chief Executive Officer;annually review and approve the peer group used for competitive pay comparisons;awardsincentive compensation for the executive officers;Swift’sour equity-based employee (including management and director) compensation plans and incentive compensation plans, programs, and arrangements.arrangements, including establishing criteria for the terms of awards granted to participants under such plans. This includes grants of restricted stock, restricted stock units, performance units, and stock options along with other perquisites and fringe benefit arrangements;annually approve the appointment of our independent compensation consultant;Proxy Statementproxy statement filed with the SEC; andThe Board has determined that all members of the Compensation Committee satisfy the independence listing standards of the NYSE and applicable SEC requirements. All members of the Compensation Committee qualify as “nonemployee“non-employee directors” for purposes of Rule 16b-3 of the Exchange Act and as “outside directors” for purposes of Section 162(m)Act. In accordance with its charter, the Compensation Committee may delegate responsibility to subcommittees of the Internal Revenue Code,Compensation Committee as amended.necessary or appropriate.For 2018, the Compensation Committee retained Echelon Compensation Partners ("Echelon") as its independent compensation consultant to provide advice and services such as the following: (i) analysis and recommendations that inform the Compensation Committee's decisions with respect to compensation; (ii) market pay data and competitive-position benchmarking; (iii) analysis and input on peer group development; (iv) analysis and input on performance measures and goals; (v) analysis and input on compensation program structure; (vi) an assessment of the risks under our compensation programs; and (vii) updates 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 Echelon, and concluded that no conflict of interest exists that would prevent Echelon from independently advising the Compensation Committee. In connection with this assessment, the Compensation Committee considered, among others, the following factors: (i) the provision of other services to us by the firm that employs the compensation advisor; (ii) 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; (iii) the policies and procedures of the firm that employs the compensation advisor that are designed to prevent conflicts of interest;(iv) any business or personal relationship of the compensation advisor with any member of the Compensation Committee; (v) any stock in our company owned by the compensation advisor or the advisor's immediate family members; and (vi) any business or personal relationship of the compensation advisor or the firm employing the advisor with any of our executive officers. In addition, Echelon reported to the Compensation Committee concerning the factors specified in SEC rules and NYSE listing standards regarding potential conflicts of interest arising from their work. Echelon did not perform other services for the Company in 2018, and would not do so without the prior consent of the Compensation Committee. Echelon's role in establishing the compensation of our named executive officers, to the extent material, are addressed under “Executive Compensation-Compensation Discussion and Analysis.”Nominating and Corporate Governance CommitteeThe Nominating and Corporate Governance Committee held four4 meetings in 2016.2018. The Nominating and Corporate Governance Committee performs the following functions:considers and recommends the criteria, qualifications, and attributes of candidates for nomination to the Board and its committees;developsperiodically reviews and reviewsmakes recommendations to the Board regarding corporate governance guidelines adoptedpolicies and principles;evaluates the adequacy of Board procedures, such as the frequency of meetings, advance document distribution, content of Board minutes, and meeting attendance by non-directors;the Board;BoardBoard;considers and makes recommendations to prevent, minimize, resolve, or eliminate possible conflicts of interest;management;monitors compliance with the Company’s securities trading policy;periodically reviews our Corporate Governance Guidelines and recommends proposed changes to the Board for approval; andfor compliance with the duties and responsibilities set forth therein.The Board has determined that all members of the Nominating and Corporate Governance Committee satisfy the independence listing standards of the NYSE.Merger Integration CommitteeThe Merger Integration Committee held 1 meeting in 2018. Following the successful integration of Swift and Knight, the Merger Integration Committee was dissolved in May 2018. Prior to the committee’s dissolution, Ms. Munro served as the committee chairperson, and Messrs. Kraemer, Lehmann, and Synowicki served as members of the committee. The Merger Integration Committee was responsible for overseeing our plans to integrate the operations of Swift and Knight following the 2017 Merger. The Merger Integration Committee performed the following functions:monitored the development and implementation of integration plans, including ensuring that sufficient resources were allocated to the implementation of integration plans;identified and adopted measures to mitigate risks associated with integration efforts;reported to the Board on the status of the integration efforts; andcommunicated and implemented of Board recommendations regarding integration plans.Finance CommitteeThe Finance Committee held 2 meeting in 2018. The Finance Committee performs the following functions: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; andannually reviews the Finance Committee Charter for adequacy and compliance with the duties and responsibilities set forth therein.Executive CommitteeThe Executive Committee held 1 meeting in 2018. 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 Kathryn Munro, Kevin Knight, Gary Knight, and Richard Lehmann.CORPORATE GOVERNANCE POLICYOur Board has adopted Corporate Governance Guidelines to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. A copy of these guidelines has been posted on our website at www.swifttrans.comwww.knight-swift.com. These guidelines, which provide a framework for the conduct of the Board’s business, provide that:of meetings materialmaterials distributed for such meetings;stockholders;management in building long-term value forbusiness and affairs to promote the best interests of the Company and our stockholders and to assure the vitality of Swift for our customers, clients, employees, and the jurisdictions in which we operate;two-thirdsa majority of the boardBoard shall be independent directors, and other than our Chief Executive Officer and updirectors;the lead independent is to director;one additional non-independent director,preside at all executive sessions of the members ofBoard and any third party desiring to contact the independent directors may do so by contacting our board of directors shall belead independent directors;our Board is responsible for selecting an Audit Committee with at least one financial expert and other members who are knowledgeable about financial matters (currently all four members of the Audit Committee qualify as financial experts);our Nominating and Corporate Governance Committee is responsible for evaluating, reviewing, and planning for director tenure and succession;our Compensation Committee, in consultation with the Chairperson and the CEO, is responsible for reporting annually to the Board on executive management succession planning along with maintaining at all times an evaluation and recommendation of potential successors to the Executive Chairperson, CEO, President, CFO, and other key members of executive management;any director who fails to receive the required number of votes for reelection in accordance with our by-laws will the Nominating and Corporate Governance Committee;consider candidates submittedtender his or her written resignation for consideration by stockholders;the Company and its stockholders and not encourage excessive risk taking;each directorour compensation policies for our senior executives and Board to have a financial stake in Swift to help alignbe properly aligned with the director’s interests with those of our stockholders;the Company and no member of our Board may serve on any more than five public company boards (or, in the case of our CEO, three boards), including our Board;although we do not impose a limit to the number of other public company boards on which a director serves, our Board expects that each member be fully committed to devoting adequate time to his or her duties to Swift;annually;quarterly;each ofindependent directors will serve on our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee;new directors should participate in an orientation program and all directors will periodically be provided with materials on subjects that will assist them in discharging their duties as directors, furthering their understanding of our business, and enhancing their performance on our Board; andthe Nominating and Corporate Governance Committee must consist solely of independent directors;our Boardwill develop and its committees should sponsorimplement annual self-evaluations to determine whether members of the Board areis functioning effectively.MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONSIn addition,Our by-laws require that we use a majority voting standard in uncontested director elections and we have a resignation requirement under our Corporate Governance Guidelines includefor directors who fail to receive the required majority vote. Under the majority voting standard, a director nominee must receive more votes cast “for” than “against” for his or her election in order to be elected to the Board. If a director nominee does not receive the required number of votes, such director nominee will, within five days following the certification of the stockholder vote, tender his or her resignation policy requiring sittingfor consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider a tendered resignation and, within 30 days following the date of the stockholders’ meeting at which the election occurred, make a recommendation to the Board concerning the acceptance or rejection of the resignation. The Board will take formal actionon the Nominating and Corporate Governance Committee’s recommendation no later than 60 days following the date of the stockholders’ meeting at which the election occurred, and the Company will disclose the Board’s decision on a Form 8-K filed with the SEC. Directors shall be elected by a plurality of the votes cast at any meeting of stockholders where the number of nominees exceeds the number of directors to tender resignations ifbe elected.CODE OF BUSINESS CONDUCT AND ETHICSThe Board has adopted a Code of Conduct that applies to all of our directors, officers, and employees. In addition, we maintain a Policy Governing Responsibilities of Financial Managers and Senior Officers (the “Financial Responsibilities Policy”) that applies to our executive officers (Executive Vice President or above), CFO, Chief Accounting Officer (“CAO”), Controller, and any other employee who is responsible for the management of our funds or for the operation and maintenance of our financial accounting and reporting system. The Code of Conduct and Financial Responsibilities Policy include provisions applicable to our CEO, CFO, CAO, Controller, or persons performing similar functions, which constitute a “code of ethics” within the meaning of Item 406(b) of SEC Regulation S-K. Copies of the Code of Conduct and Financial Responsibilities Policy are publicly available free of charge on our website at www.knight-swift.com.Pursuant to SEC regulations and NYSE listing standards, we will disclose amendments to or waivers of our Code of Conduct or our Financial Responsibilities Policy in a press release, on our website at www.knight-swift.com., or in a Current Report on Form 8-K filed with the SEC, whichever disclosure method is appropriate. To date, we have not granted any waivers from our Code of Conduct to our directors or executive officers or our Financial Responsibilities Policy to the CEO, CFO, CAO, Controller, or any person performing similar functions.EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORSIndependent Board members generally meet without management present at least once per year in executive sessions. Our lead independent director presides over those meetings. Our independent directors met 3 times in 2018 without management present.STOCK TRADING POLICY, ANTI-PLEDGING AND HEDGING POLICY, AND RELATED MATTERSThe Company has a Securities Trading Policy (“STP”) that sets forth terms, conditions, timing, limitations, and prohibitions with respect to trading in the Company’s securities. The STP prohibits all directors, officers, employees, and consultants from trading in the Company’s securities while in possession of material nonpublic information. Employees are also generally prohibited from engaging in puts, calls, or similar instruments relating to the Company’s securities, or selling the Company’s securities “short.” The STP also restricts directors, officers subject to Section 16 of the Exchange Act, and certain other specifically designated employees from trading in the Company’s securities during certain periods and only after they failhave obtained pre-clearance for trades in the Company’s securities from the Company’s General Counsel and CFO.The Company also has adopted the Anti-Pledging and Hedging Policy to obtainlimit the pledging and hedging of the Company’s securities by certain individuals. The Anti-Pledging and Hedging Policy applies to the Chairperson of the Board, any Vice Chair (if a majority voteCompany employee), the CEO, the President, the CFO, any other named executive officer, any Company employee who is also a member of the Board, non-employee directors (including Kevin Knight, Gary Knight, and our former director Jerry Moyes), and any other employee designated by the Nominating and Corporate Governance Committee (any such person, a “Designated Person”). While our Anti-Pledging and Hedging Policy continues to apply to Mr. Moyes, we may be unable to enforce this policy because Mr. Moyes no longer serves as a director. Designated Persons are prohibited from engaging in uncontested elections.The Anti-Pledging and Hedging Policy permits Kevin Knight and Gary Knight to continue certain existing pledging and hedging transactions, but requires them to reduce the number of shares subject to such transactions by 50% by October 1, 2020. The Anti-Pledging and Hedging Policy also permits Jerry Moyes to continue certain existing pledging and hedging transactions in accordance with the Moyes Family Stockholders Agreement dated as of April 9, 2017, between the Company, Jerry Moyes, and certain of Mr. Moyes’ family members and controlled entities (the “Moyes Stockholders Agreement”). The Anti-Pledging and Hedging Policy and the Moyes Stockholders Agreement generally permit Mr. Moyes to renew, modify, extend, or replace existing transactions, provided that no additional shares may be hedged or pledged by Mr. Moyes except to the extent necessary to continue, replace, or renew such transactions.Finally, the Anti-Pledging and Hedging Policy requires Designated Persons to comply with stock retention guidelines as established from time to time by the Compensation Committee. Our Stock Ownership and Retention Policy requires each non-employee director to own Company stock having a value of the lesser of (i) three times the director’s annual cash retainer and (ii) $140,000. Each non-employee director must own the required amount by the later of five years from (x) the date of adoption of our Stock Ownership and Retention Policy and (y) the director’s appointment or election to the Board. Our key officers, as designated under the policy, also must meet certain minimum stock ownership requirements. Currently, key officers under the policy include (i) our CEO and our Executive Chairperson, who must own Company stock having a value of five times their respective base salaries; (ii) our CFO and Vice Chairperson, who must own Company stock having a value of three times their respective base salaries; and (iii) our Division Operations Officer who must own Company stock having a value of two times their base salary. The Compensation Committee of the Board can designate other key officers who willbe subject to the policy. Key officers must achieve such ownership by the later of eight years from (x) the adoption of our Stock Ownership and Retention Policy and (y) their appointment to the applicable office. Until an individual complies with the stock ownership guidelines, as outlined above, the individual is required to retain (i) any shares owned or purchased by the individual, including stock purchased through the Company’s stock purchase plan or any deferred compensation or 401(k) plan, but excluding any stock purchased on the open market, and (ii) any net shares that remain following the payment of exercise prices and tax obligations related to the exercise of stock options and the payment of tax obligations following the vesting of restricted stock unit and restricted stock grants until the guidelines are satisfied (collectively, the “Covered Shares”). Pledged and hedged shares are excluded from the calculation of the director and officer retention amounts. Vested and unvested stock options are not included in the calculation of the guidelines prior to exercise, and, after exercise, only those retained shares that represent net profit shares, (shares after payment of the exercise price and all taxes) are included. Key officers must retain at least 50% of Covered Shares for two years after the date the Covered Shares are earned. All of our directors and officers are currently in compliance with the Stock Ownership and Retention Policy.COMMUNICATIONS WITH DIRECTORS BY STOCKHOLDERSStockholders and other interested parties may communicate directly with any member or committee of the Board by writing to: Knight-Swift Transportation Holdings Inc. Board of Directors, c/o Secretary, 20002 North 19th Avenue, Phoenix, Arizona 85027. Please specify to whom your letter should be directed. Our Secretary will review all such correspondence and regularly forward to the Board a summary and copies of all such correspondence that, in his or her opinion, deals with the functions of the Board or its committees or that he or she otherwise determines requires the attention of any member, group, or committee of the Board. Board members may at any time review a log of all correspondence received by us that is addressed to Board members and request copies of any such correspondence.NOMINATION OF DIRECTOR CANDIDATESThe Nominating and Corporate Governance Committee will consider recommendations for director nominations proposed by stockholders. To recommend a prospective director candidate for the Nominating and Corporate Governance Committee’s consideration, stockholders may submit the candidate’s name, qualifications, and other relevant biographical information in writing to: SwiftKnight-Swift Transportation Company,Holdings Inc., Nominating and Corporate Governance Committee, c/o Corporate Secretary, 2200 S. 75th Ave.,20002 North 19th Avenue, Phoenix, Arizona 85043. Swift’s bylaws85027. Our by-laws require stockholders to give advance notice of stockholder proposals, including nominations of director candidates. For more information, please see “Stockholder Proposals” in this Proxy Statement.The Nominating and Corporate Governance Committee assesses a director nominee’s judgment, integrity, independence, management, and business skills and experience (particularly with public companies and companies in our industry or other industries related to our business), prominence and reputation in his or her profession, concern for the interests of our stockholders, knowledge of corporate governance issues and board functions, commitment to attend and actively participate in meetings and related Board activities, other commitments and responsibilities, and such other factors as the Nominating and Corporate Governance Committee determines are appropriate in light of our needs and the needs of our Board. Exhibit “A” of the Nominating and Corporate Governance Committee Charter and our Corporate Governance Guidelines also set forth additional criteria and guidelines the Nominating and Corporate Governance Committee may consider when selecting director nominees.Upon identifying and selecting qualified director nominee candidates, the Nominating and Corporate Governance Committee then submits its director nominee selections to our full Board for consideration. We do not pay a fee to any third party to identify or evaluate or assist in identifying or evaluating potential nominees.The Board is responsible for recommending director candidates for election by the stockholders and for appointing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Nominating and Corporate Governance Committee, which identifies, evaluates, and recruits qualified director candidates and recommends them to the Board. The Nominating and Corporate Governance Committee considers potential candidates for director, who may come to the attention of the Nominating and Corporate Governance Committee through current directors, management, professional search firms, stockholders, or other persons. The Nominating and Corporate Governance Committee considers and evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a Board member, management, search firm, or other sources.IfOur by-laws provide for “proxy access,” which provides a means for our stockholders who have retained and hold a sufficient ownership position in the NominatingCompany to include stockholder-nominated director candidates in our proxy materials for annual meetings of stockholders. The proxy access provision in our by-laws allows any stockholder (or group of up to 20 stockholders) that has continuously owned at least 3% or more of the Company’s issued and Corporate Governance Committee determines that an additional or replacement director is necessary or advisable,outstanding common stock, for three years preceding the Nominatingdate of submission of the qualified nomination notice (and continues to own at least such amount through the date of the annual meeting), to nominate candidates for election to the Board and Corporate Governance Committee may takerequire the Company to list such measures that it considers appropriatenominees in connection withthe Company’s proxy statement for its evaluationannual meeting of a potential director candidate. This would include interviewing the candidate, engaging an outside firmstockholders, subject to gather additionalcertain procedural and information about the candidate and making inquiriesrequirements. Our by-laws also provide procedures for nominations of persons for election to our Board by stockholders who comply with knowledgecertain timely notice and form procedures set forth therein.COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONNone of the candidate’s qualifications and character. In its evaluation of potential director candidates, including thecurrent members of the Board eligible for re-election, the Nominating and Corporate GovernanceCompensation Committee considers the current size, composition and needs of the Board and each of its committees.MAJORITY-VOTING STANDARD FOR DIRECTOR ELECTIONSSwift’s bylaws require that we use a majority-voting standard in uncontested director elections and have a resignation requirement for directors who fail to receive the required majority vote. Under the majority-voting standard, a director nominee must receive more votes cast “for” than “against” for hisbeen, or her election in order to be elected to the Board. In accordance with the majority-voting standard and resignation requirement, each director who is standing for re-election at the annual meeting has tendered an irrevocable resignation from the Board that will take effect if (i) the director does not receive more votes cast “for” than “against” for his or her election at the annual meeting, and (ii) the Board accepts the resignation.BUSINESS CODE OF ETHICSThe Audit Committee and our Board have adopted a Business Code of Ethics (within the meaning of Item 406(b) of Regulation S-K) that applies to our Board, CEO, President, CFO, Corporate Controller andsuch other persons designated by our Board or an appropriate committee thereof. The Board believes that these individuals must set an exemplary standard of conduct for us, particularly in the areas of accounting, internal accounting control, auditing and finance. The Business Code of Ethics sets forth ethical standards to which the designated officers must adhere. The Business Code of Ethics is posted on our website at www.swifttrans.com and is titled “Code of Business Conduct and Ethics”.EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORSNon-management Board members generally meet without management present at least four times per year in executive sessions. The Chairman of the Board presides over meetings of the non-employee directors.STOCK TRADING POLICY AND RELATED PLEDGING MATTERSThe Company has a Securities Trading Policy (“STP”) that sets forth the terms, conditions, timing, limitations and prohibitions with respect to employee trading in Company stock. All directors, named executive officers (“NEOs”) and specified restricted individuals (“Covered Persons”) are, required to obtain approval from the Company compliance officers prior to engaging in any stock transaction. In addition, all employees are prohibited from engaging in any puts, calls or short selling of Company stock. In the case of the CEO and the compliance officers, additional approval is required from the Chairman of the Board. The STP sets forth the trading window periods for Section 16 filers and specified Covered Persons. However, any open trading window notwithstanding, no employee is permitted to trade in Company stock while in possession of material non-public information.Any request to pledge Swift stock must be submitted to the compliance officers of the Company for approval. In the case of Jerry Moyes and his affiliates, the approval of the Board of Directors is required.As set forth herein under the heading Security Ownership of Certain Beneficial Owners, the total stock beneficially owned by Jerry Moyes (“Moyes’ Holdings”) totals approximately 58.4 million shares of Company stock. As of March 31, 2017, approximately 4.1 million, consisting of 2.2 million shares of Class B Common Stock and 1.9 million shares of Class A Common Stock, or 7.1% of such shares in the aggregate, are pledged for margin loans. In addition, as described under the heading Security Ownership of Certain Beneficial Owners, 34.3 million shares of Class B Common Stock and 2.0 million shares of Class A Common Stock are pledged as collateral in favor of Citigroup Global Markets Inc. and its affiliates to secure the obligations of M Capital II and Cactus I under variable prepaid forward contracts. M Capital II and Cactus I are entities controlled by Jerry Moyes. Because these shares are not pledged to secure a loan on margin and are not subject to margin calls based on a decline in the value of the Company’s common stock, they are not subject to the STP pledging on margin limitation discussed above. Additional information about M Capital II and Cactus I is set forth in our Annual Report on Form 10-K for the year ended December 31, 2016 under the heading “Risk Factors—Conflict of Interest Risk—Mr. Moyes has loans and other obligations against which he and certain of his family members have pledged a portion of their Class B common stock, which may cause a conflict of interests between Mr. Moyes and our other stockholders, and adversely affect the trading priceone of our Class A common stock” and is incorporated by reference herein. The STP includes, among other things, limitations on the pledging of Company stock on margin. As disclosed at the time of our IPO, under the STP, directors, senior executive officers (including the CEO), and compliance officers were not permitted to pledge more than 20% of their family stock holdings for margin loans.or employees. In July 2013, the Nominating and Governance Committee and the Board approved revisions to the STP to further limit pledging of stock on margin, under which, effective July 1, 2014, the limitation was reduced to 15% of family stock holdings and was scheduled to be reduced to 10% of family stock holdings as of July 1, 2015.In June 2015, our then-Chief Executive Officer, Jerry Moyes, reported to the independent chairman of the Board that he was in compliance with the limitation on pledging stock on margin and was working to reduce the amount pledged on margin to below the 10% limit scheduled to take effect, but needed untilNovember 2015 to do so in an orderly fashion. Following Board discussion of these circumstances, the Board amended the STP so that the 15% limit would remain in effect through November 30, 2015 and the 10% limit would take effect on December 1, 2015.In October 2015, Mr. Moyes informed the Company that due to the drop in the stock price he had pledged additional shares of Company stock on margin in August and September 2015, in contravention of the STP, and that the percentage of family stock holdings pledged on margin was in excess of the 15% limit. He was precluded from selling shares during this time because he was in possession of material non-public information.The independent members of the Board met and considered these events in light of competing concerns. On the one hand, the policy and limitations on pledging stock on margin were intended to avoid the risks of stock being sold to satisfy a margin call at a time when Company insiders might have material nonpublic information. On the other hand, unwinding margin positions in significant amounts in a short period could generate adverse market perceptions concerning the Company and the stock. In addition, the Board sought additional information regarding Mr. Moyes' plans to reduce the level of stock pledged on margin.In response to these developments and the competing concerns identified, the Board directed Mr. Moyes to reduce the level of stock pledged on margin to 15% or less of family holdings2018, no later than November 4, 2015 and determined to waive compliance with the 10% limit (but not the 15% limit) through December 31, 2016 so that the margin positions could be reduced in an orderly fashion. In addition, the Board formally reprimanded Mr. Moyes and imposed sanctions.The Company's stock price volatility continued in December 2015 and necessitated Mr. Moyes to increase the level of Company stock pledged on margin; thereby exceeding the 15% limit. Taking into account various competing concerns, on December 18, 2015, the Board determined to waive compliance with the 15% limit (but not the 20% limit) through December 31, 2016 to allow Mr. Moyes to reduce the margin position in an orderly manner.After giving effect to the amendments and waivers discussed above, the current STP provides that directors, senior executive officers (including the CEO), and compliance officers are not permitted to pledge more than 20% of their family stock holdings for margin loans through December 31, 2016, reducing to 15% of family stock holdings through December 31, 2017 and 10% of family stock holdings after January 1, 2018.Mr. Moyes' consulting contract with Swift, effective December 31, 2016, contains a clause that addresses his hedging and pledging transactions. With respect to these transactions, so long as Mr. Moyes remains an officer or director of the Company, those transactions are generally required to be conducted in accordance with the Company's STP, effective as of August 31, 2016. As such, Board approval is required prior to Mr. Moyes conducting any such transactions. Pursuant to the consulting contract, the Company has agreed to take reasonable and prompt action (including Board consideration and submission of customary transfer agent and similar letters and confirmations) to permit the Moyes Affiliates to effect such transactions.COMMUNICATIONS WITH DIRECTORS BY STOCKHOLDERSStockholders and other interested parties may communicate directly with any member or committee of the Board by writing to: Swift Transportation Company Board of Directors, c/o Corporate Secretary, 2200 S. 75th Ave., Phoenix, Arizona 85043. Please specify to whom your letter should be directed. The Corporate Secretary of Swift will review all such correspondence and regularly forward to the Board a summary and copies of all such correspondence that, in his or her opinion, deals with the functions of the Board or its committees or that he or she otherwise determines requires the attention of any member, group or committee of the Board. Board members may at any time review a log of all correspondence received by Swift that is addressed to Board members and request copies of any such correspondence.COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONNone of the members of our Compensation Committee Messrs. Vander Ploeg, Dozer, Brown and Cárdenas is an officerhad any relationship or employeetransaction with the Company that would require disclosure as a “related person transaction” under Item 404 of Swift or was formerly an officer or employee of Swift. NoneSEC Regulation S-K.During 2018, none of our executive officers currently serves, or in the past year has served as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of anyanother entity, that has one or morean executive officers serving onofficer of which served as a member of our Board or Compensation Committee. During fiscal 2016, none of the members of the Compensation Committee had any relationship requiring disclosure under Item 404 of Regulation S-K.RELATIONSHIPS AND RELATED PARTY TRANSACTIONSOVERVIEWWe have in place aOur Audit Committee has established written Related Party Transaction Policy regardingpolicies and procedures relating to the review and approval or ratification of all transactions between Swift and any of our executive officers, directors and their affiliates. The policy may only be amended by an affirmative vote of a majority of our independent directors, including the affirmative vote of the Chairman of our Board if the Chairman is an independent director,transaction, or the lead independent director if the Chairman is not an independent director.Prior to entering into the related person transaction, the related person must provide written notice to the General Counsel and Chief Financial Officer describing the facts and circumstances of the proposed transaction.If our Legal Department determines that theany proposed transaction, is permissible, unless such transaction is requiredin which we were or are to be approved by our Board under our certificate of incorporation or any indenture or other agreement, the proposed transaction will be submitted for consideration to our Audit Committee (exclusive of any member related to the person effecting the transaction) at its next meeting or, if not practicable or desirable, to the chair of the Audit Committee for prompt submission to all members of the Audit Committee for review and determination.The Audit Committee or chair will consider the relevant facts and circumstances, including but not limited to: the benefits to the Company; the impact on a director’s independence; the availability of other sources for comparable products or services; the terms of the transaction;participant and the arms’ length nature of the arrangement. The Audit Committee will approve only those transactions that areamount involved exceeds $120,000, and in or are not inconsistent with, the best interests of the Company and our stockholders.In addition, our amended and restated certificate of incorporation provides that for so long as: (1) Jerry Moyes, Vickie Moyes, and their respective estates, executors and conservators; (2)which any trust (including the trustee thereof) established for the benefit of Mr. Moyes, Ms. Moyes or any children (including adopted children) thereof; (3) any such children upon transfer from Mr. Moyes or Ms. Moyes, or upon distribution from any such trust or from the estates of Mr. Moyes or Ms. Moyes; and (4) any corporation, limited liability company, partnership, the sole stockholders, members, or partners of which are referred to in (1), (2), or (3) above, or collectively, the “Permitted Holders”, hold in excess of 20% of the voting power of Swift, Swift shall not enter into any contract or transaction with any Permitted Holder or any Moyes-affiliated entities unless such contract or transaction shall have been approved by either (i) at least 75% of the independent directors, including the affirmative vote of the Chairman of our Board if the Chairman is an independent director or the lead independent director if the Chairman is not an independent director; or (ii) the holders of a majority of the outstanding shares of Class A common stock held by persons other than Permitted Holders or any Moyes-affiliated entities. “Independent director” means a director who is not a Permitted Holder or adirector, officer or employee of any Moyes-affiliated entity and is “independent,” as“related person” (as that term is defined in the listing rulesInstruction 1 to Item 404(a) of SEC Regulation S-K) had or will have a direct or indirect material interest, referred to as an “interested transaction.”Upon review of the NYSE as such rulesmaterial facts of all interested transactions, the Audit Committee will either approve, ratify, or disapprove the interested transactions, subject to certain exceptions, by taking into account, among other factors it deems appropriate, whether the terms are arm’s length and the extent of the related person’s interest in the transaction. No director may participate in any discussion or approval of an interested transaction for which he or she, or his or her relative, is a related party. If an interested transaction will be amended from timeongoing, the Audit Committee may establish guidelines for our management to time.ENTITIES AFFILIATED WITH BOARD MEMBER AND FORMER CEO, JERRY MOYESEntities affiliatedfollow in its ongoing dealings with majority shareholder, Board memberthe related party and (prior tothen at least annually must review and assess ongoing relationships with the related party. Compensation of executive officers, which may involve an “interested transaction,” is reviewed and approved by the Compensation Committee.The following table presents our “interested transactions” with our related persons in 2018 (in thousands): Providedby the Company Receivedby the CompanyFreight Services: Central Freight Lines(1)$ 681 $ — SME Industries(1)698 — Total $ 1,379 $ — Facility and Equipment Leases: Central Freight Lines(1)$ 916 $ 370 Other Affiliates(1) 19 — Total $ 935 $ 370 Other Services: Updike Distribution Logistics, LLC(2)554 — Other Affiliates(1)35 2,590 Total $ 589 $ 2,590 As of December 31, 2016) Chief Executive Officer, Jerry Moyes include Central Freight Lines, SME Industries, Swift Aircraft Management, Compensi Services, Common Market Trading, LLC,2018, receivables and Southwest Premier Properties. Transactions withpayables pertaining to these entities that are controlled by and/or are otherwise affiliated with Jerry Moyes include freight services, facility leases, equipment leases and other services. CompanyReceivable CompanyPayableCentral Freight Lines(1)$ 254 $ — SME Industries 24 — Other Affiliates(1) — 20 Total $ 278 $ 20 (1) Entities affiliated with Jerry Moyes, a former member of our Board, include Central Freight Lines, SME Industries, Compensi Services, and DPF Mobile. Transactions with these entities that are controlled by and/or otherwise affiliated with Mr. Moyes include freight services, facility leases, equipment sales, and other services. Freight Services Provided by Swift —the Company- The rates the Company charges for freight services to each of these companies for transportation services are market rates that are comparable to rates charged to third-party customers. These transportation services provide the Company with an additional source of operating revenue at its normal freight rates.services.Freight Services Received by Swift — the Company- Transportation services received from Central Freight represent less-than-truckload (“LTL”)LTL freight services rendered to haul parts and equipment to Company shop locations.Other Services Provided by Swift —the Company- Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services.Other Services Received by Swift —the Company- Executive air transport, fuel storage, eventConsulting fees equipment purchases, miscellaneous repair services and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company.ENTITIES AFFILIATED WITH BOARD MEMBER WILLIAM F. RILEY, IIIThermo King — Mr. Riley owns Thermo King West, Inc.(2) Knight had an arrangement with Updike Distribution Logistics, LLC, a company that is owned by the father and three brothers of Executive Vice President of Sales and Marketing, James Updike, Jr. The arrangement allowed Updike Distribution Logistics, LLC to purchase fuel from Knight’s vendors at cost, plus an administrative fee. The arrangement was terminated during the second quarter of 2018. In addition, certain members of our officers’ families are employed on the same terms and Thermo King Chesapeake, Inc. (collectively, “Thermo King”)conditions as non-related employees, several of whom are considered related persons due to their familial relationship with one or more of Kevin Knight (our Executive Chairman), Gary Knight (our Vice Chairman), and David Jackson (our President and CEO). These related persons were Larry Knight and Keith Knight (brothers of Kevin Knight), Cory Webster (brother-in-law of Gary Knight), Glen Thomas (brother-in-law of David Jackson), and Tyson Hintz (son-in-law of Kevin Knight). The Company purchases parts and equipment, which are used in the repair and maintenance of tractors and trailers, from Thermo King. The Company also provides freight services, equipment leasing and other services to Thermo King.The following table represents all of Swift’s commercial transactions with companies controlled by and/or affiliated with Mr. Moyes and Mr. Riley during the year ending December 31, 2016 (in thousands):As of December 31, 2016, receivables and payables pertainingaggregate total compensation paid to these related party transactions were (in thousands):PROPOSAL NO. 1:ELECTION OF DIRECTORSThe Company’s bylawsby-laws provide that the number of directors shall not be less than one or more than fifteen,three, with the exact number to be fixed by the Board. Directors serveare divided into three classes, with each class serving a term of one year from their election date to the annual meeting of stockholders.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.The stockholders of the Company elect at the annual meeting successors for directors whose terms have expired. The Board appoints members to fill new membership positions and vacancies in unexpired terms on the Board.OurSubsequent to the 2018 Annual Meeting, Mr. Jerry Moyes, a former Class III director, resigned as a director of the Company. In accordance with our tenure policy, Messrs. Richard Lehmann and Richard Kraemer, are retiring at the Annual Meeting, and Mr. Richard Dozer, a Class II director, has decided not to stand for reelection at the Annual Meeting.Given these developments, to rebalance the number of directors in each class, our Board has nominated Richard H. Dozer, Glenn F. Brown, José A. Cárdenas, Jerry Moyes, William F. Riley, III andMessrs. Michael Garnreiter, David N. Vander Ploeg, and Robert Synowicki, Jr. as Class II directors to hold office for a term of three years, expiring at the close of the 2022 Annual Meeting of Stockholders and has nominated Messrs. David Jackson and Kevin Knight as Class III directors to hold office for a term of one year, expiring at the close of the 20182020 Annual Meeting, of Stockholders or until, in each case, their successors are elected and qualified or until their earlier resignation or removal. Messrs. Dozer, Brown, Cárdenas, Moyes, Riley and Vander Ploeg are incumbent directors standing for re-election. The Board believes that these directors are well-qualified and experienced to direct and manage the Company’s operations and business affairs and will represent the interests of the stockholders as a whole. Biographicalwhole, as described in the biographical information onfor each of these nominees is set forth below under the captionheadings “Nominees for Class II Director” and “Nominees for Class III Director.”There are no arrangements or understandings between any of the Class II or Class III director nominees and any other person pursuant to which any of such director nominees were selected as a nominee. If any director nominee becomes unavailable for election, which is not anticipated, the named proxies will vote for the election of such other person as the Board may nominate, unless the Board resolves to reduce the number of directors to serve on the Board and thereby reduce the number of directors to be elected at the Annual Meeting.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOREACH OF THE DIRECTOR NOMINEES LISTED HEREINNOMINEES FOR CLASS II DIRECTORIf elected at the Annual Meeting, all terms expirethe term of each Class II director expires at the 2022 Annual Meeting of Stockholders.Michael Garnreiter (67)Mr. Garnreiter has served as a member of the board of directors of Knight since 2003. Mr. Garnreiter served as treasurer of Shamrock Foods Company, a privately held manufacturer and distributor of foods and food-related products based in 2018.
Phoenix, Arizona, from August 2012 until his retirement in December 2015. From January 2010 until August 2012, Mr. Garnreiter was a managing director of a Scottsdale-based financial consulting organization, Fenix Financial Forensics LLC, which provides financial analysis, forensic accounting, litigation support, and other dispute resolution services to a variety of businesses and organizations. Mr. Garnreiter is also the Chairman of the board of directors and chair of the audit committee of Axon Enterprises, a manufacturer of non-lethal protection devices; chair of the audit and governance committees for Amtech Systems, Inc., a supplier of horizontal diffusion furnace systems; and a member of the board of directors of Banner Health Systems, a nonprofit multistate hospital system based in Phoenix, Arizona. Mr. Garnreiter also formerly served as the sole director of Syntax Brillian Corporation, a dissolved company that designed, developed, and distributed high definition televisions and served as chair of the audit committee and member of the nominations and governance and compensation committees for IA Global, Inc., an Asian business processes outsourcing company. He was previously the managing member of Rising Sun Restaurant Group LLC from 2006 until January 2010 and President of New Era Restaurants, LLC from 2008 until 2009, both of which are privately held restaurant operating companies. From 2002 to 2006, Mr. Garnreiter was also formerly the Executive Vice President, Treasurer, and Chief Financial Officer of Main Street Restaurant Group, Inc. (“Main Street”), a publicly held restaurant operating company. Prior to joining Main Street, Mr. Garnreiter served as a general partner of Arthur Andersen LLP (“Arthur Andersen”). Mr. Garnreiter began his career with Arthur Andersen in 1974 after graduating with a Bachelor of Science degree in accounting from California State University at Long Beach. In 1986, he became the managing partner of Arthur Andersen’s Tucson, Arizona office, and he was a senior audit partner at Arthur Andersen from 1986 to 2002. Mr. Garnreiter is a Certified Public Accountant in California and Arizona and became a Certified Fraud Examiner in 2010.
Richard H. Dozer (60)Mr. Dozer has served as a director of Swift since April 2008. He is: Chairman of the Board; Chairman of the Audit Committee; a member of the Compensation Committee; and member of the Nominating and Corporate Governance Committee. Mr. Dozer is the retired Chairman of GenSpring Family Office in Phoenix, Arizona where he served from May 2008 until January 2013. Prior to this role, Mr. Dozer served as principal of CDK Partners from 2006 until 2008. Mr. Dozer served as President of the Arizona Diamondbacks Major League Baseball team from its inception in 1995 until 2006 and Vice President and Chief Operating Officer of the Phoenix Suns National Basketball Association team from 1987 until 1995. Early in his career, he was an audit manager with Arthur Andersen and served as its Director of Recruiting for the Phoenix, Arizona office. Mr. Dozer holds a Bachelor of Science degree in business administration and accounting from the University of Arizona and is a former certified public accountant. Mr. Dozer currently serves on the boards of directors of: Blue Cross Blue Shield of Arizona; and Viad Corporation where he is Chairman of the Board. Mr. Dozer is presently or has previously served on many boards, including: Teach for America in Phoenix, Arizona; Greater Phoenix Valley of the Sun Convention and Visitor’s Bureau; Greater Phoenix Leadership; Greater Phoenix Economic Council; ASU Dean’s Council of 100; Arizona State University MBA Advisory Council; Valley of the Sun YMCA, Nortrust of Arizona; and others. Mr. Dozer’s qualifications to serve on our Board include his experience serving as a director of Viad Corporation, a publicly traded company, and his service as the former chair of the audit committee of Blue Cross Blue Shield of Arizona. Mr. Dozer also has financial experience from his audit manager position with Arthur Andersen from 1979 to 1987. In addition, Mr. Dozer has long-standing relationships within the business, political and charitable communities in the State of Arizona.
Glenn F. Brown (73)Mr. Brown was appointed to our Board on December 16, 2010 in connection with our initial public offering. He is the Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee and Compensation Committee. In 2005, Mr. Brown retired as CEO of Contract Freighters Inc. (“CFI”), a U.S.-Mexico truckload carrier that was sold to Con-Way Inc. in 2007, where Mr. Brown worked since 1976. During his tenure at CFI, Mr. Brown also served as President and Chairman. Prior to working with CFI, Mr. Brown was employed by Tri-State Motor Transit from 1966 through 1976. Mr. Brown serves on the boards of directors of Freeman Health System and the Joplin (Missouri) Humane Society. Mr. Brown’s qualifications to serve on our Board include his extensive experience gained in various roles within the transportation and logistics services industry. Those positions include his service as a past Vice-Chairman of the American Trucking Associations, Inc., and as a board member of the Truckload Carriers Association and the Missouri Trucking Association.
David Vander Ploeg (60)
José A. Cárdenas (64)Mr. Cárdenas was appointed to the Board in July 2014. Mr. Cárdenas has served as the Senior Vice President and General Counsel at Arizona State University (“ASU”) since January 2009. Since 2011, Mr. Cárdenas has served as a member of the Board of Directors of Southwest Gas Corporation where he has served on the following board committees: Audit; Nominating and Governance; Compensation; and Pension Plan Investment. In addition to serving as chief legal officer for ASU, he serves as a University representative on the boards of directors of ASU affiliated and related entities such as the ASU Foundation. From 1982 through 2008, Mr. Cárdenas was a partner in the Phoenix based law firm of Lewis and Roca. He was the firm’s Managing Partner (CEO) from 1999 to 2003 and then the firm’s Chairman from 2003 through 2008.Mr. Cárdenas is a native of Las Vegas, Nevada. He received his undergraduate degree from the University of Nevada, Las Vegas in 1974 and a law degree from Stanford University Law School in 1977. Mr. Cárdenas has been admitted to practice law in: Arizona; California; the Ninth Circuit Court of Appeals; and the United States Supreme Court. He is a member of various bar associations including the Hispanic National Bar Association. Mr. Cárdenas was a member of the board of directors of Meridian Bank N.A. until its acquisition in 2015. His many community activities include his service as a trustee of the Virginia G. Piper Charitable Trust. He is a past chairman of the boards of: Greater Phoenix Leadership; Valley of the Sun United Way; the Translational Genomics Research Institute; and O’Connor House.
Jerry Moyes (73)Mr. Moyes was Swift’s CEO from May 2007 until his retirement effective December 31, 2016. Mr. Moyes currently serves as a consultant to the Company with the title Founder and Chairman Emeritus. Mr. Moyes has been a director since 1966 when he formed Common Market Distribution Corp., which was later merged with Swift Transportation, which he also founded. In 1986, Mr. Moyes became Chairman of the Board, President, and CEO of Swift Transportation Company, positions he held until 2005. In October 2005, Mr. Moyes stepped down from his executive positions at Swift Transportation, although he continued to serve as a Board member. Mr. Moyes has a history of leadership and involvement with the transportation and logistics industry such as serving as past Chairman and President of the Arizona Trucking Associations, board member and Vice President of the American Trucking Associations and a board member of the Truckload Carriers Association. Also, Mr. Moyes is a highly regarded, frequently sought after, speaker at logistics and transportation forums. Mr. Moyes’ experience, comprehensive knowledge of the transportation and logistics services industry and extensive perspective of our day-to-day operations provides essential insight and guidance to our Board. Mr. Moyes holds complete or significant ownership interest in and serves as Chairman of numerous other entities, including SME Industries, Southwest Premier Properties, Central Freight, and various commercial and residential real estate properties. Mr. Moyes previously held a majority ownership interest in, and served as Chairman of the Board and CEO, Central Refrigerated Transportation, Inc. (“Central Refrigerated”) and its subsidiaries until these entities were acquired by Swift Transportation Company on August 6, 2013. Mr. Moyes also served from September 2000 until April 2002 as Chairman of the Board of Simon Transportation Services, Inc. (“Simon Transportation”), a former publicly traded trucking company providing nationwide, predominantly temperature controlled, transportation services for major shippers. Mr. Moyes graduated from Weber State University in 1966 with a Bachelor of Science degree in business administration. The Weber State College of Education is named after Mr. Moyes.Mr. Moyes was a member of the board of directors of the Phoenix Coyotes of the National Hockey League (“NHL”), from 2002 until 2009 and was the majority owner of the Phoenix Coyotes from September 2006 until November 2, 2009, when the assets of the team were purchased by the NHL out of a bankruptcy filed on May 5, 2009. The bankruptcy proceedings are winding down pursuant to the Second Amended Plan dated December 1, 2010 (D.E. 1339), approved by the Court pursuant to the Findings of Fact, Conclusions of Law and Order Confirming the Second Amended Plan entered February 24, 2011. On March 5, 2010, the NHL filed a complaint against Mr. Moyes in New York state court alleging breach of contract and aiding and abetting breach of fiduciary duty claims arising out of the bankruptcy filing and an attempt to sell the Coyotes without NHL consent.
William F. Riley, III (70)Mr. Riley was appointed to the Board in July 2014. Mr. Riley is the current Chief Executive Officer and majority shareholder of Thermo King West, Inc., a distributor of Thermo King Corporation transport refrigeration products. Mr. Riley is also President and majority shareholder of Utility Crane and Equipment, Inc., a distributor of vehicle mounted aerial lift devices. In addition, Mr. Riley serves on the advisory board of Ag Trucking, Inc. Mr. Riley previously served in various positions at Swift Transportation from 1986 until 2005. He served as Vice President until 1990 when he was promoted to Executive Vice-President and Chief Financial Officer and then serving as Senior Executive Vice-President from 2000 until he retired from Swift Transportation in 2005. Prior to working at Swift Transportation, Mr. Riley was employed by Armour Food Company in various transportation and distribution positions, including manager of Business Planning. Mr. Riley received a Bachelor of Science degree in Business Management from Arizona State University. Mr. Riley also serves on the advisory boards of both Daylight Transport and UMB Bank of Arizona.
David N. Vander Ploeg (58)Mr. Vander Ploeg has served as a director of Swift since September 2009. He is the Chair of the Compensation Committee and a member of the Audit Committee and Nominating and Governance Committee. Mr. Vander Ploeg is the retired Executive Vice President and CFO of School Specialty, Inc. (“School Specialty”), where he served from April 2008 until December 31, 2013. In January 2013, School Specialty filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code . Prior to that role, Mr. Vander Ploeg spent 24 years at Schneider National, Inc. (“Schneider”), 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. Mr. Vander Ploeg holds a Bachelor of Science degree in accounting and a Master’s degree in business administration from the University of Wisconsin- Mr. Vander Ploeg has served on the board of directors of Swift since 2009. He currently serves as President of Dutchman Advisors, LLC, a management consulting and private investment company. 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. In January 2013, School Specialty filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code. 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. Mr. Vander Ploeg currently serves on the boards of directors of Energy Bank, Inc., a designer and manufacturer of LED lighting, and Bellin Psychiatric Hospital. Mr. Vander Ploeg holds a Bachelor of Science degree in accounting and a Master’s degree in business administration from the University of Wisconsin-Oshkosh. Mr. Vander Ploeg currently serves on the boards of directors of Energy Bank, Inc., and Bellin Psychiatric Hospital. He is a past board member at Dutchland Plastics and a member of the American Institute of Certified Public Accountants and the Wisconsin Institute of Certified Public Accountants. Mr. Vander Ploeg’s qualifications to serve on our Board include his 24-year career at Schneider where he advanced through several positions of increasing responsibility and gained extensive experience in the transportation and logistics services industry. His involvement with a public company board at School Specialty also provides us with valuable insight on public company governance practices.EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLSIn addition to the business, financial and industry experience set forth in the biographical information of each director nominee, each director nominee possesses the following experience, qualifications, attributes and skills which are required of all candidates nominated for election or re-election to the Board:the highest level of personal and professional ethics, integrity and values;an inquiring and independent mind;practical wisdom and mature judgment;broad training and experience at the policy-making level in business, finance and accounting, government, education or technology;•expertise that is useful to Swift and complementary to the background and experience of other Board members so that an optimal balance of Board members can be achieved and maintained;willingness to devote the required time to carrying out the duties and responsibilities of Board membership;commitment 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.Robert Synowicki (60)Mr. Synowicki has served on the board of directors of Knight since February 2016. Mr. Synowicki served in multiple roles with Werner Enterprises, Inc., a publicly traded national trucking company, for over 25 years, most recently serving as Executive Vice President of Driver Resources from 2010 until December 2015, where he oversaw recruitment and other critical professional driver initiatives. In addition, Mr. Synowicki served as Chief Financial Officer, Chief Operating Officer, and Chief Information Officer at various times during his career with Werner. Mr. Synowicki has also served as a member of the Board the Company regarding driver recruiting and retention.for severalof the American Trucking Associations and the Truckload Carriers Association. Mr. Synowicki is a Certified Public Accountant (inactive) and currently serves on the board of directors of Blue Cross Blue Shield - Nebraska, as Finance Committee Chairman and as a member of the Audit Committee. Mr. Synowicki began his career with Arthur Andersen in 1983 where he worked on Fortune 1000 clients until 1987. He earned a Bachelor of Science degree in Biology and a Bachelor of Science in Business Administration, Accounting from the University of Nebraska. The Board believes Mr. Synowicki provides financial and accounting expertise and valuable industry insight and perspective by virtue of his many years of leadership experience in the industry. Mr. Synowicki provides consulting services to develop knowledge about Swift’s business;NOMINEES FOR CLASS III DIRECTORwillingnessIf elected at the Annual Meeting, the term of each Class III director expires at the 2020 Annual Meeting of Stockholders.Kevin Knight (62)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 represent1984 Mr. Knight served in various roles at Swift, then from 1986 to 1990 as Executive Vice President of Swift, and concurrently from 1988 to 1990 as President of Cooper Motor Lines, Inc., a former Swift subsidiary. Mr. Knight currently serves on the best interestsboard of all stockholdersdirectors and objectively appraise management performance; andAmerican Trucking Associations. Mr. Knight is the first cousin of Gary Knight. The selection of Mr. Knight as a director was based, among other things, upon his extensiveinvolvement only in activities or interests that do not conflict withExecutive Committee of the director’s responsibilities.experience in business operations and exemplary executive leadership since Knight’s founding. Mr. Knight also has exhibited commendable dedication to our financial and operating performance.David Jackson (43)Mr. Jackson has served as the Chief Executive Officer of Knight, and now Knight-Swift, and a member of the board of directors of Knight since January 2015. He has served as the President of Knight, and now Knight-Swift, since February 2011. Mr. Jackson previously served as Knight’s Chief Financial Officer from 2004 until 2012. He has been with Knight since 2000. Mr. Jackson served as Knight’s Treasurer from 2006 to 2011 and Knight’s Secretary from 2007 to 2011. Prior to his appointment as the CFO, Mr. Jackson served in several positions at Knight between 2000 and 2004. The selection of Mr. Jackson as a director was based, among other things, upon his extensive transportation, leadership, and finance experience and his deep understanding of the Knight culture and commitment to maintaining our financial and operating performance. Mr. Jackson holds a Bachelor of Science degree in Global Business and Finance from Arizona State University.CONTINUING CLASS I DIRECTORSKathryn Munro (70)Ms. Munro has served as a member of the board of directors of Knight since 2005 and currently serves as our lead independent director. 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, since 2002. Ms. Munro has also served on the board of Premera Blue Cross, a privately held health insurance company, since 2007. From her distinguished career in commercial banking, Ms. Munro brings business acumen and financial knowledge to our Board and provides insightful guidance regarding our business.Gary Knight (67)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.CONTINUING CLASS III DIRECTORRoberta Roberts Shank (52)Ms. Roberts Shank was appointed to the board of directors of Knight in February 2016. Ms. Roberts Shank currently serves as the Chief Executive Officer, President, and director of Chas Roberts A/C and Plumbing, Arizona’s largest residential air conditioning installer, a position she has held since 2000. For her role at Chas Roberts, Ms. Roberts Shank was named the 2014 CEO of the Year by the ACE Awards, in addition to previously being named one of Arizona’s most dynamic women in business, winning the Greater Phoenix Chamber of Commerce Impact Award, and being named a finalist for the Ernst & Young Entrepreneur of the Year award. Ms. Roberts Shank has also served on the Advisory Board of AMERCO, North America’s largest “do-it-yourself” moving and storage operator through its subsidiary, U-Haul International, Inc., since August 2017. In addition, Ms. Roberts Shank has served in multiple civic and community roles, including as the treasurer of the National Charity League for six years and currently serving on the board of directors for the Boys and Girls Club of Metro Phoenix and the City of Phoenix planning commission. The Board believes Ms. Roberts Shank’s extensive executive-level leadership and business experience through a variety of economic environments makes her a valuable asset for the Board and the Company.DIRECTOR COMPENSATIONSwift paysCOMPENSATIONWe 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. The current compensation for nonemployeenon-employee directors is as follows:and at least $80,000 in common stock.$75,000, paid$130,000, payable up to $50,000 in cash to all non-employee Board members on a quarterly basis;retainer of $75,000, paid in cash, to the Chairman of the Board;lead independent director;an annualleadership retainer of $20,000, paid in cash, to the Audit Committee Chairman;Chairperson;CompensationAudit Committee Chairman;Chairperson;Nominating and Corporate GovernanceCompensation Committee Chairman;an annual retainer of $10,000, paid in cash, to each member of the Audit Committee;each memberthe Nominating and Corporate Governance Committee Chairperson;an annual retainer of $6,000, paid in cash, to the Finance Committee Chairperson;Compensation Committee;Finance, and Merger Integration Committees; andCommittee;a fee ranging from $500 to $2,500, depending on the length of the meeting, for special meetings of the Board;meetings.meetings; andan annual grant of $100,000 in Class A restricted common stockNo additional retainers are paid to the members or the Chairperson of the CompanyExecutive Committee or to all independent non-employeethe Chairperson of the Merger Integration Committee. No other fees are paid for attendance at Board members which vests on the first anniversary from the grant date.The following table provides information for the fiscal year ended December 31, 2016,2018, regarding all plan and non-plan compensation awarded to, earned by, or paid to, each person who served as a director for 2016: 2018.Director Fees Earned or Paid in Cash($) Stock AwardsCash Value($)(1) All Other Compensation($) Total($)Richard Dozer(2) 60,000 79,977 — 139,977 Michael Garnreiter 65,000 79,977 — 144,977 David Jackson(3) — — — — Gary Knight(3) — — — — Kevin Knight(3) — — — — Richard Kraemer(2) 37,500 109,999 — 147,499 Richard Lehmann(2) 66,000 79,977 — 145,977 Kathryn Munro 85,000 79,977 — 164,977 Roberta Roberts Shank 30,000 109,999 — 139,999 Robert Synowicki, Jr. 65,000 79,977 45,000(4) 189,977 David Vander Ploeg 40,000 99,991 — 139,991 Former Directors Glenn Brown(5) 4,167 54,145 — 58,312 Jerry Moyes(6) — — 2,400,000(7) 2,400,000 (1)Employees of Swift who serve as directors receive no additional compensation, although we may reimburse them for travel and other expenses. See “Executive Compensation — 2016 Summary Compensation Table” below for disclosure of Mr. Moyes’ compensation as CEO for 2016.(2)Annual grant of Class A restricted common stock of the Company awarded on May 24, 2016; represents an award of restricted shares of Class A common stock granted under the Company’s 2014 Omnibus Incentive Plan. Subject to certain termination and forfeiture provisions, the restricted shares vest on the first anniversary of the date of grant.(3)Dollar value representsThe amounts shown reflect the aggregate grant date fair value of stock awards.awards granted to non-employee directors during 2018, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The methodologygrant date fair value for restricted stock was measured based on the closing price of our common stock on the date of grant. Mr. Kraemer and assumptions usedMs. Roberts Shank elected to calculate these values are set forthreceive approximately $110,000 of their annual retainer in Note 19 (Stock Plans)common stock, and Mr. Vander Ploeg elected to our consolidated financial statements containedreceive approximately $100,000 of his annual retainer in our Annual Report on Form 10-K for the year ended December 31, 2016.2016, the directors hold the following outstanding2018, Mr. Vander Ploeg had 2,880 unexercised and vested options; Mr. Moyes had 130,856 unexercised and vested options; and Messrs. Brown, Dozer, Garnreiter, Kraemer, Lehmann, and Synowicki, and Mses. Munro and Roberts Shank had no restricted shares and no options and restricted Class A common stock: (2) Messrs. Kraemer and Lehmann are retiring at the Annual Meeting and Mr. Dozer is not standing for reelection. (3) Employee directors do not receive any additional compensation for service as a director. (4) Represents consulting fees paid to Mr. Synowicki. Mr. Synowicki has provided consulting services to the Company related to driver recruiting and retention since June 2018. (5) Mr. Brown retired from our Board effective as of our 2018 annual meeting, held on May 31, 2018. Mr. Brown’s cash and equity retainer was prorated for his service on the Board through May 31, 2018. (6) Mr. Moyes resigned from the Board effective December 21, 2018. (7) Represents consulting fees paid to Mr. Moyes pursuant to the Letter Agreement dated April 9, 2017, between Jerry Moyes and Swift Transportation Company. Mr. Moyes did not receive any additional compensation for his service as a director of the Company. See “Relationships and Related Party Transactions” for details regarding related party transactions with Mr. Moyes. MANAGEMENTEXECUTIVE OFFICERSThe following table sets forth the names, ages, and positions of our current executive officers. Biographies for our executive officers are also provided below, except for David Jackson and Kevin Knight, whose biographies are given under “Nominees for Class III Director” and Gary Knight, whose biography is given under “Continuing Class I Directors.”NameAgePositionRichard Stocking47Name Age Position David Jackson 43 President and Chief Executive OfficerCEOVirginia Henkels48Executive Vice-President, Chief Financial OfficerCFO and TreasurerMickey R. Dragash47Vice-President, ChairmanGary Knight 67 Vice Chairman Shannon Breen 38 Senior Vice President Logistics and Intermodal Todd Carlson 59 General Counsel and Corporate SecretaryKenneth C. Runnels52Vice-President FleetVice President of OperationsSteven Van Kirk55Executive Vice-President Swift, President IntermodalTim Guin52Vice-PresidentVice President of Sales of SwiftMichael Liu 46 Executive Vice President of Operations of Knight Kevin Quast 53 Chief Operating Officer of Swift James Updike, Jr. 46 Executive Vice President of Sales and Marketing Chad E. Killebrew43Executive Vice-President of Operations
Richard Stocking has served as our President and Chief Executive Officer since September 2016. Mr. Stocking served as President from July 2010 and as President and Chief Operating Officer of our trucking subsidiary, Swift Transportation Co. of Arizona, LLC, from January 2009 to July 2010. Mr. Stocking served as Executive Vice-President, Sales of Swift from June 2007 until July 2010. Mr. Stocking previously served as Regional Vice-President of Operations of Swift’s Central Region from October 2002 to March 2005 and as Executive Vice-President of the Central Region from March 2005 to June 2007. Prior to these roles, Mr. Stocking held various operations and sales management positions with Swift over the preceding 13 years.
Virginia Henkels has served as our Executive Vice-President, CFO and Treasurer since May 2008. Ms. Henkels joined Swift in 2004 and, prior to her current position, was the Assistant Treasurer and Investor Relations Officer. Prior to joining Swift, Ms. Henkels served in various finance and accounting leadership roles for Honeywell during a 12 year tenure. During her last six years at Honeywell, Ms. Henkels served as: Director of Financial Planning and Reporting for its global industrial controls business segment; Finance Manager of its building controls segment in the United Kingdom; and Manager of External Corporate Reporting. Ms. Henkels completed her Bachelor of Science degree in Finance and Real Estate at the University of Arizona. She also obtained her Master’s degree in Business Administration from Arizona State University and passed the May 1995 Certified Public Accountant examination.
Mickey R. Dragash has served as our Executive Vice-President, General Counsel and Corporate Secretary since June 2015. Prior to joining Swift, Mr. Dragash was Executive Vice-President, General Counsel and Chief Compliance Officer for Gordon Trucking, Inc. (n/k/a Heartland Express, Inc.), from February 1, 2013 to June 2015. Mr. Dragash also served as Associate General Counsel for DHL Supply Chain (f/k/a Exel, Inc.) from 2010 to 2013 and Assistant General Counsel at Walmart Stores, Inc. from 2004 to 2010. Mr. Dragash also worked in private legal practice as an Associate for the Ohio-based law firm Roetzel & Andress, LPA. Before entering the legal profession, Mr. Dragash worked in various business and operational capacities for both Yellow Freight Systems, Inc. and Roadway Express, Inc. (n/k/a YRC Worldwide, Inc.). Mr. Dragash received his Bachelor of Arts degree from Baldwin-Wallace University (Ohio), obtained a Master of Science degree in Transportation Management Systems from the University of Denver and acquired his Juris Doctor degree from Ohio Northern University. Mr. Dragash is admitted to practice law in all state and federal courts of Indiana and Ohio. He is also admitted to the State Bar of Arizona as in-house counsel.Knight Adam Miller (39)Mr. Miller joined Knight in 2002. He was appointed as Knight’s CFO in May 2012 and has also served as the Secretary and Treasurer of Knight since 2011. Mr. Miller currently serves as the Company’s CFO and Treasurer. Prior to becoming CFO of Knight, Mr. Miller served as the Senior Vice President of Accounting and Finance from 2011 to May 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 since 2002 in several other accounting and finance positions at Knight. Mr. Miller earned his Bachelor’s degree in Accounting from Arizona State University and is a Certified Public Accountant.Shannon Breen (38)Mr. Breen joined Knight in 2012. Mr. Breen has served as the Senior Vice President Logistics and Intermodal since September 2018. Prior to his current position, Mr. Breen served as the Vice President of Logistics of Knight from 2015 to September 2018 and concurrently as the Vice President of Swift Logistics following the 2017 Merger. His prior roles and additional responsibilities have included Director of Sales of Knight from 2012 to 2014 and project leader for a transportation management system upgrade from 2015 to 2017. Mr. Breen earned his Bachelor’s degree in Finance from Arizona State University in 2002.Todd Carlson (59)Mr. Carlson has served as our General Counsel and Secretary since September 2017. Prior to his current position, Mr. Carlson served as the General Counsel of Knight since 2007. Prior to joining Knight, Mr. Carlson was Vice President and Corporate Counsel at Swift from 1991 to 2007. Mr. Carlson received his Bachelor of Science degree in Accounting from the University of Nebraska and earned his Juris Doctor degree from the University of Nebraska College of Law. Mr. Carlson is admitted to practice law in the State of Arizona.James Fitzsimmons (47)Mr. Fitzsimmons has served as the Executive Vice President of Operations of Swift since September 2018. Mr. Fitzsimmons joined Swift in 1993 and has held several leadership positions within customer services, sales, and operations. Prior to his current position, Mr. Fitzsimmons served as Regional Vice President of Swift from 2006 to January 2018 and Senior Vice President of Operations beginning in January 2018. He graduated with a bachelor’s degree in Business Management from Arizona State University.Cary Flanagan (46)Mr. Flanagan has served as our Chief Accounting Officer since September 2017. Prior to his current position, Mr. Flanagan served as Swift’s Vice President and Corporate Controller from 2008 to September 2017 and as its Director of Financial Reporting at Swift from 2006 to 2008. Prior to joining Swift, Mr. Flanagan served in various accounting positions from 1994 to 2006, including as an Audit Manager with KPMG LLP (“KPMG”) from 2000 to 2004 and an Audit Senior at Perkins & Co. from 1996 to 2000. Mr. Flanagan earned his Bachelor’s degree in Accounting from the University of Puget Sound and is a Certified Public Accountant.
Kenneth C. Runnels has served as our Executive Vice-President, Fleet Operations of Swift Transportation Co. of Arizona, LLC, since June 2011Timothy Harrington (49)Mr. Harrington has served as the Executive Vice President of Sales of Swift since April 2018. Prior to his current position, Mr. Harrington served as the Regional Vice President of Sales of Swift from 2016 to April 2018 and Vice President of Network Operations of Swift from 2011 to 2016. Mr. Harrington earned his Bachelor's degree in English from the University of South Dakota.Michael Liu (46)Mr. Liu joined Knight in 2000. Mr. Liu has served as the Executive Vice President of Operations of Knight since 2017. Prior to his current position, Mr. Liu served as the Regional Vice President of Operations for West Dry Van and West Refrigerated at Knight from 2016 to 2017 and Regional Vice President of Operations for West Dry Van from 2010 to 2016. Mr. Lieu earned his Bachelor of Science degree in Business Management form the University of Phoenix.Kevin Quast (53)Mr. Quast joined Knight in 1996. He served as Executive Vice-President of Eastern Region Operations from November 2007 to June 2011. Mr. Runnels previously served as Vice-President of Fleet Operations, Regional Vice-President and various operations management positions from 1983 to June 2006. From June 2006 until his return to Swift, Mr. Runnels was Vice President of Operations with U.S. Xpress Enterprises, Inc.
Steven Van Kirk has served as Executive Vice-President of Swift and President of our subsidiary, Swift Intermodal, LLC, since September 2012. Prior to joining Swift, Mr. Van Kirk worked for Schneider National, Inc. in the following capacities: Senior Vice-President of Intermodal from September 2007 to August 2012; Group Vice-President for strategic sales from February 2006 to September 2007; Vice-President of sole source transportation management from 2003-2006; and as General Manager from 2001-2002. From 1996 to 2001, Mr. Van Kirk worked for Procter & Gamble in a variety of positions including: customer service manager; site transportation manager; and department reliability manager. Mr. Van Kirk attended the U.S. Military Academy West Point and received a Bachelor of Science degree in Engineering in 1983. Mr. Van Kirk also received an Master of Arts in History from Yale University and an MBA in Finance from the University of Wisconsin Whitewater. Mr. Van Kirk served on active duty as an officer in the armed services from 1983-1995 and the U.S. Army reserve from 1995-2004.
Tim Guin joined Swift in 1988 and has served as Executive Vice-President of Sales and Marketing since May 2016. Prior to that, he served in several key customer-centric positions within our Company, including Vice-President of National Accounts and Vice-President of Eastern Region Sales. For a brief time away from Swift, Mr. Guin served as Vice President of Business Development in charge of Mergers and Acquisitions for USX Enterprises from September 2006 to March 2010. Mr. Guin later became President of Arnold Transportation in March 2010 where he served until September 2011. Mr. Guin earned his Bachelor's Degree in Political Science from Winthrop University.
Chad E. Killebrew has served as Executive Vice-President of Operations since June 2016. His current responsibilities include: Dry Dedicated Operations, Swift Logistics, Business Intelligence and Transformation, Safety, the Owner Operator Division and Interstate Equipment Leasing. Mr. Killebrew has been with Swift for 17 years. Recent roles include President of Interstate Equipment Leasing, Vice-President of the Owner Operator Division and Executive Vice-President of Business Transformation. Additionally, Mr. Killebrew has held positions in administration, customer service, planning, and driver recruiting. COMPENSATION DISCUSSION AND ANALYSISIntroductionThe purpose of this compensation discussion and analysis (“CD&A”), is to provide information about the compensation earned by our President and Chief Operations Officer of Knight from 2011 until the 2017 Merger, and has served as the Chief Operating Officer of Swift since the 2017 Merger. Prior to his service as Executive Vice President and Chief Operations Officer Chief Financial Officerof Knight, Mr. Quast served at Knight as the Business Unit Leader for the Southeast from 2010 to 2011. Prior to his appointment as Business Unit Leader for the Southeast, Mr. Quast served in several senior sales and three other executive officers who wereoperations positions at Knight in the top five most highly compensated executive officers in calendar year 2016 (“NEOs”) as well as to explain our compensation process and philosophy along with the policies and factors that underlie our decisions with respect to the NEOs’ compensation. Our NEOs for 2016 were:NamePositionRichard StockingPresident and Chief Executive OfficerVirginia HenkelsExecutive Vice-President, Chief Financial Officer and TreasurerMickey R. DragashExecutive Vice-President, General Counsel and SecretaryKenneth C. RunnelsExecutive Vice-President Fleet OperationsSteven Van KirkExecutive Vice-President Swift, President IntermodalJerry Moyes*Director and Former Chief Executive Officer*In September 2016, the Company announced that Jerry Moyes would retire from Swift effective December 31, 2016. Mr. Moyes continued to serve as Co-Chief Executive Officer through his retirement date, although the duties and authority normally associated with the office of CEO were immediately transitioned to Richard Stocking to allow him to fully assume the position during this transition period. Following the effective date of Mr. Moyes’ retirement, he began serving as a consultant with the title Founder and Chairman Emeritus. Mr. Moyes will continue as a member of the Board of Directors.As we describe in more detail below, the principal objectives of our executive compensation strategy are to attract and retain talented executives, reward strong business results and performance, remain competitive within the transportation industry and align the interest of executives with our stockholders. In addition to rewarding business and individual performance, the compensation program is designed to promote the achievement of both annual performance objectives and long-term objectives in order to create stockholder value. Each year the Compensation Committee reviews the executive compensation program to assess industry competitiveness and alignment with the creation of stockholder value and determines what changes, if any, are appropriate.Our stockholders indicated a preference for an annual advisory vote, which we previously adopted, on the compensation of NEOs. At our 2016 annual meeting of stockholders, the stockholders approved, on an advisory basis, the compensation of the NEOs (over 99% of votes cast). The Compensation Committee has considered the results of this advisory vote on executive compensation in determining the Company’s compensation policies and decisions for 2017. It has determined that these policies and decisions are appropriateSoutheast region since 2001 and in the best interests of the Company and its stockholders at this time.2016 Incentive Compensation HighlightsDespite many operational accomplishments, the Company did not achieve its pre-set financial goals for 2016 nor did if fully achieve its pre-set financial goals for the three year period ending December 31, 2016. Accordingly, executives experienced the following incentive compensation results:for the 2016 short term annual cash incentive plan, actual performance was below threshold and, accordingly, no incentive cash incentive was earned for 2016; and For long term performance-based equity awards granted in 2014 for the three year period ending December 31, 2016, awards were earned at 42% of target.The Compensation Committee believes that these incentive pay results are appropriately aligned with the Company’s performance results, and are indicative of the desired link between pay and performance.Processes and Procedures for Considering and Determining Executive CompensationCompensation committee. Our Compensation Committee is responsible for reviewing and approving the compensation of the CEO and the other NEOs. Compensation for our NEOs is established based upon the scope of their responsibilities, experience and individual as well as company performance. In addition, taking into account the compensation level from their recent prior employment, if applicable. The Compensation Committee’s responsibilities are described in the Section “The Board of Directors and Corporate Governance — Board Committees — Compensation Committee”.Role of compensation consultant. Since 2011, the Compensation Committee retained the services of Pearl Meyer to provide research and consultation around executive compensation. In 2013, Pearl Meyer provided the Compensation Committee with an extensive report that analyzed the company’s total compensation package for NEOs and compared these results to our industry peer groups. The comprehensive plan design that was developed and implemented in 2013 has remained substantially in effect through 2016. The Compensation Committee engaged Pearl Meyer again in late 2016 to conduct a comprehensive review and evaluation of the Company’s executive compensation program. Pearl Meyer provides no other services to the Company and the Compensation Committee determined that Pearl Meyer has no affiliations or relationships with any directors, officers or other employees of the Company that results in a conflict of interest.Benchmarking. In connection with its 2016 report and analysis, Pearl Meyer completed and prepared a competitive market analysis of the compensation of the Company’s executives to evaluate base salary, annual cash incentive awards, equity awards and long term incentives. The assessment involved the selection of a peer group for purposes of pay benchmarking, business performance comparison and industry practices and trends to determine if relative pay and relative performance are directionally aligned. The peer group selected by Pearl Meyer in its 2016 report and analysis is set forth below. This peer group is substantially the same as the peer group used for determining 2014, 2015 and 2016 executive compensation.JB Hunt Transport ServicesC.H. Robinson WorldwideArcBestOld Dominion Freight LineHub GroupRyder SystemWerner EnterprisesLandstar SystemKnight TransportationYRC WorldwideHeartland ExpressRole of management in determining executive compensation. While the Compensation Committee reviews and analyzes Company performance and the individual performance of the Chief Executive Officer and President to determine the appropriate level of total compensation, our Chief Executive Officer and President provide information to the Compensation Committee on our financial performance along with the performance of the other individual executives for consideration in determining the other NEOs’ total compensation. The performance of each executive is formally reviewed each year by the CEO. These reviews are shared with the Compensation Committee. Individual performance evaluations are considered a part of the performance metrics set forth above in determining overall value to the Company.Objectives of our Compensation ProgramsThe principal objectives of our executive compensation programs is to attract, retain and motivate talented executives, reward strong business results and performance by aligning the executive’s interests with stockholder interests. The objectives are based on the following core principles, which we explain in greater detail below:Business performance accountability. Individual compensation is tied to our performance in key areas such as: Revenue Growth xFSR; return on net assets (“RONA”); improvement in leverage ratio; and growth in adjusted earnings per share (“Adjusted EPS”);Individual performance accountability. Compensation is tied to an individual’s overall performance and assigned responsibilities such that we reward individual contributions to our bottom-line performance;Alignment with stockholder interests. Awards of long term equity incentives in the form of restricted stock units (“RSUs”), performance share units (“PUs”) and stock options encourage our executive officers to focus on long term growth and profitability so that executives’ interests are aligned with those of our stockholders;Retention and Competitiveness. Compensation is designed to attract, retain and reward key leaders critical to our success over the long term by providing competitive total compensation; andResults and Behaviors. Total compensation is designed to promote and reward the attainment of goals and adherence to Company principles and values.Our total compensation takes into consideration many factors. However, the overriding goal is to motivate and reward executives for performance that promotes the creation of long-term stockholder value.Elements of our Compensation ProgramIn general, our compensation program consists of the following elements:base salary;performance-based annual cash incentives;performance-based equity awards; andlong-term incentives designed to promote long-term performance and key employee retention.Primary benefits for executives include: (i) participation in the Company’s 401(k) and Employee Stock Purchase plans; (ii) health, dental and vision plans; and (iii) various other insurance plans, including lifeoperating departments since 1996. Mr. Quast earned his Bachelor’s degree in Mandarin Chinese and disability. AllAsian Studies from Brigham Young University.James Updike, Jr. (46)Mr. Updike joined Knight in 1996. He has served as Executive Vice President of these benefits are availableSales and Marketing at Knight since 2011. Prior to all other employees onhis appointment as Executive Vice President of Sales and Marketing, Mr. Updike served as Vice President of Sales at Knight Refrigerated, LLC, a nondiscriminatory basis. The Company provides limited perquisitessubsidiary of Knight, since 2006 and as General Manager beginning in 2008. Prior to executives as further described under the heading “Perquisites to our Named Executive Officers”.Base salaryThe Compensation Committee, with the assistance of our Chief Executive Officer, annually reviews the base salary of each NEO. If appropriate, adjustments are made to base salaries based upon individual performance. Annual salaries are based upon: experience; scope and complexity of the position; responsibilities; peer group comparison; our performance for the fiscal year and subjective evaluation of each executive’s contribution to that Company performance. For 2016, the base salaries of our NEOs were as follows:joining Knight Refrigerated, LLC, Mr. Stocking, $562,754; Ms. Henkels, $365,790; Mr. Dragash, $300,000; Mr. Runnels, $273,182; Mr. Van Kirk, $267,718 and Mr. Moyes, $636,540.The Compensation Committee believes annual cash incentives promote superior operational performance, disciplined costUpdike served in several sales management and increased productivityoperations positions at Knight since 1996. Mr. Updike earned his Bachelor’s degree in Marketing and efficiency that contribute significantly to positive results for our stockholders. Our compensation structure provides for annual performance incentives linked to our earnings as well as other financial objectives for the year. The compensation structure is intended to compensate our NEOs for achievement of key performance measures. These measures are designed to enhance shareholder value. The annual incentive process involves the following steps:Finance from Utah State University.setting target incentives for each individual;COMPENSATION COMMITTEE REPORTmeasuring our actual financial performance against the predetermined goals to determine incentive payouts; andmaking discretionary judgments and changes to the results, if appropriate.The steps for the 2016 annual STIP cash payment are described below:A. Setting a target incentive.The Executive Cash Incentive Percentage (“ECIP”) for each NEO is expressed as a percentage of the executive’s base salary. An individual cash incentive award may be adjusted down based on overall team performance, department performance or individual performance. In 2016, each NEO was entitled to receive the following ECIP:75% for Mr. Stocking;60% for Ms. Henkels;50% for Mr. Dragash;50% for Mr. Runnels;50% for Mr. Van Kirk; andup to 90% for Mr. MoyesB. Establishing our performance goals.For the 2016 STIP, the Compensation Committee, with the assistance and input of management, set company-wide performance goals for the 2016 fiscal year that were approved by the Compensation Committee and the Board in February 2016. These goals were set in order to incentivize management to improve profitability: thereby, increasing long-term stockholder value. The Company’s attainment of a specified level of adjusted EPS determined the STIP percentage to be paid to the NEOs. Adjusted EPS was weighted at 100% of the total performance goal for 2016.The Company selected Adjusted EPS in order to incentivize improvement in this single metric, which the Compensation Committee determined most aligned with stockholder interests. If the Company attains its Adjusted EPS goal for the year (a 100% “Target Level of Attainment”), then each NEO may receive the Target Level of Attainment of the ECIP stated above as their STIP payout. If the Company fails to attain the Adjusted EPS goal for the year, then each NEO would receive less than his/her stated ECIP or nothing at all, depending upon the level of attainment achieved for each established goal. If the Company exceeds the Target Level of Attainment for its annual Adjusted EPS goal, then each NEO can earn up to 300% of his/her ECIP.Our definition of the non-GAAP measure, Adjusted EPS, starts with (a) income (loss) before income taxes, the most comparable GAAP measure. We add the following items back to (a) to arrive at (b) adjusted income (loss) before income taxes: (i) amortization of the intangibles from the 2007 going-private transactions; (ii) non-cash impairments; (iii) other special non-cash items; (iv) excludable transaction costs; (v) mark-to-market adjustments on our interest rate swaps, recognized in the income statement; (vi) amortization of previous losses recorded in accumulated other comprehensive income (loss) related to the interest rate swaps we terminated upon our IPO and refinancing transactions in December 2010; and (vi) severance expense, including cash and equity award impact, related to departure of certain executive leadership. We subtract income taxes at the GAAP effective tax rate as applied to adjusted income before income taxes from (b) to arrive at (c) adjusted earnings. Adjusted EPS is equal to (c) divided by weighted average diluted shares outstanding.Annual Adjusted EPS determines the percentage level of attainment and subsequently the ECIP paid to each NEO (see table below). For example, if Adjusted EPS equals the Target Level of Attainment ($1.62), Mr. Stocking would be entitled to receive the Target/100% of his ECIP, which is 75% of his base salary. If the Company’s Adjusted EPS equals the 300% “Maximum” level of attainment ($1.80, then Mr. Stocking’s ECIP would be based upon a level of attainment payout of 300%. Thus, Mr. Stocking’s ECIP would be 225% of his base salary (75% x 300%) as a cash incentive.For the 2016 STIP, the Company established and the Compensation Committee and Board approved the following Adjusted EPS goal in February 2016:(1)Adjusted EPS is a non-GAAP financial measure that we present to our stockholders in our periodic reports on Form 10-Q and Form 10-K. Information and calculation of the actual amounts disclosed in this table is contained in our 2016 Annual Report on Form 10-K.C. Measuring performance.As defined, 2016 actual Adjusted EPS was $1.22, which equates to an actual level substantially below threshold and thus no STIP award was earned by our NEOs for 2016.Long-Term Incentive Plan (“LTIP”) for 2016For the 2016 LTIP, the Company continued with the same principles and metrics as were used in prior years based upon the 2013 Pearl Meyer analysis. A summary of the key equity awards under the LTIP in 2016 include:RSUs — Each RSU represents a contingent right to receive one share of the Company’s Class A common stock. The RSUs vest in equal installments on each of the first three anniversaries of the May 24, 2016 grant date;PUs — Each PU represents a contingent right to receive one share of the Company’s Class A common stock. The PUs vest only if the Company meets specified performance objectives related to RONA and its leverage ratio for a three year fiscal period beginning January 1, 2016 and ending on December 31, 2018; andStock Options — The stock options have an exercise price equivalent to the closing price on the NYSE of the Company’s Class A common stock on the May 24, 2016 date of grant, $15.51. The Stock Options vest in three equal installments over a three year period beginning with the first anniversary from the grant date.Vesting of RSUs, PUs and stock options shall automatically accelerate upon a Change of Control (as defined in the award agreements). Other than in connection with a Change in Control, as described above, upon a termination of employment all unvested RSUs, stock options and PUs shall be forfeited by the NEOs.In May 2016, the Compensation Committee established a total targeted LTIP grant value expressed as a percentage of base salary for each NEO. The Compensation Committee determined for Jerry Moyes, our former CEO, 50% of the LTIP would be granted in stock options and 50% of the LTIP would be granted in PUs. For the remaining NEOs, the Compensation Committee allocated approximately 1/3 of the LTIP value to each of the three award types which are stock options, RSUs and PUs. The table below indicates the total 2016 LTIP target values and the allocation of awards for each NEO:(1)Grant value expressed as a percentage of base salary.(2)Number of stock options awarded are determined by the percent of the Target LTIP award allocated to stock options and the fair value of each stock option as calculated on the May 24, 2016 grant date using the Black- Scholes-Merton option-pricing model, which uses a number of assumptions to determine the fair value of the options on the grant date.(3)Value and number of RSUs awarded are determined by the percent of the Target LTIP to be awarded in the form of RSUs, and the closing price of the Company’s stock on the NYSE on the May 24, 2016 grant date.(4)The PUs vest only if the Company meets specified performance objectives related to RONA and its leverage ratio for a three year performance period beginning January 1, 2016 and ending on December 31, 2018. Value and number of PUs awarded are determined by the percent of the Target LTIP to be awarded in the form of PUs and the closing price of the Company’s stock on the NYSE on the May 24, 2016 grant date. The Company believes that it is currently meeting the performance objectives that would result in a vesting of the PU grant.On May 24, 2016, the Compensation Committee and the Board approved the above awards of stock options, RSUs and PUs (collectively “Equity Incentive Awards”) to NEOs pursuant to our 2014 Omnibus Incentive Plan (the “Plan”).Individual Agreements with our NEOsWe have entered into an Executive Severance Protection Agreement with each of Richard Stocking, Virginia Henkels and Mickey R. Dragash (each, a "Severance Agreement", and collectively, the "Severance Agreements"). The Severance Agreements were entered into in connection with the leadership transition previously announced by the Company in September 2016.Each Severance Agreement provides the respective executive officer with the following severance benefit in the event of his or her termination of employment by the Company without "cause" (as defined in each Severance Agreement) or by the executive for "good reason" (as defined in each Severance Agreement):A cash payment, payable in equal installments on each payroll date for 18 months (24 months in the case of Mr. Stocking) following the separation date, in an aggregate amount equal to 1.5 times (2.0 times in the case of Mr. Stocking) the sum of the executive’s (x) annual rate of base salary and (y) target bonus opportunity under the STIP;A bonus payable under the STIP to the extent an incentive award would have been payable to the executive under the terms of the STIP but for the executive’s separation of employment, prorated based on the number of days the executive was employed during the performance period compared to the total days in the performance period;Any outstanding unvested stock options held by the executive on the separation date that are scheduled to vest during the 12-month period following the separation date will immediately vest and become exercisable as of the separation date and will remain exercisable through the earlier of the 12-month anniversary of the separation date or the expiration of the term of the stock option;Any outstanding time-based restricted stock units held by the executive on the separation date that are scheduled to vest during the 12-month period following the separation date will immediately vest; andAny outstanding performance-based restricted stock units held by the executive on the separation date will remain outstanding and, to the extent the applicable performance measures are achieved, the executive will receive a prorated award based on the number of days the executive was employed during the performance period compared to the total days in the performance period. Payment of the severance benefit to each executive is subject to the executive’s execution and delivery of a customary release and waiver of claim. The Severance Agreements also include customary confidentiality, non-competition and non-solicitation provisions. The term of the Severance Agreements continues through October 24, 2019; provided however, that the Severance Agreements shall automatically be extended for an additional 12-month period unless, not later than ninety (90) days prior to the expiration of the then current term, the Company or executive gives notice not to renew.2017 Compensation ActionsBase SalariesAs previously discussed, in late 2016 the Compensation Committee engaged Pearl Meyer to conduct a comprehensive review and evaluation of the Company’s executive compensation program. Pearl Meyer’s study indicated that the Company’s target pay structure was generally positioned below the market 50th percentile and recommended adjustment to all compensation elements to restore competitiveness. Based on these findings and recommendations, in December 2016 and February 2017, the Compensation Committee approved increases to the base salaries of certain NEOs as follows:Richard Stocking, $650,000, an increase of 15.5%, reflecting his expanded duties assumed in his capacity as Chief Executive Officer;Virginia Henkels, $400,000, an increase of 9.3%; andSTIP Arrangements for 2017For 2017, the Compensation Committee again approved a potential cash payout based on the Company achieving a single incentive goal for 2016, Adjusted EPS (100% weighted). The ECIP was increased for selected NEOs based on the findings and recommendations in the Pearl Meyer 2016 review and evaluation report. In 2017, each NEO is entitled to receive the following ECIP:100% for Mr. Stocking (an increase from 75% in 2016);75% for Ms. Henkels (an increase from 60% in 2016);60% for Mr. Dragash (an increase from 50% in 2016);50% for Mr. Runnels (consistent with 2016); and50% for Mr. Van Kirk (consistent with 2016).The ECIP awards will payout at levels ranging from 30% (threshold) to 200% (maximum) of the targeted ECIP. 2017 LTIP AwardsThe Compensation Committee is evaluating the recent Pearl Meyer report and finalization of the NEO 2017 LTIP, which typically occurs in May, has not yet occurred. Perquisites to our Named Executive OfficersWe do not offer any material perquisites to our named executive officers.Deductibility of Compensation under Section 162(m) of the CodeSection 162(m) of the Code limits the Company’s deduction for compensation paid to the executive officers named in the Summary Compensation Table, other than the Chief Financial Officer, to $1 million unless certain requirements are met. The Company considers the impact of Section 162(m) when structuring its compensation arrangements. Although the Compensation Committee prefers to maximize the deductibility of compensation under Section 162(m), it believes that the tax deduction is only one of several relevant considerations in setting compensation. Accordingly, where it is deemed necessary and in the best interests of the Company to attract and retain executive talent to compete successfully and to motivate such executives to achieve the goals inherent in our business strategy, the Compensation Committee may approve compensation to executive officers which exceeds the limits of deductibility. In this regard, certain portions of compensation paid to the NEOs may not be deductible for federal income tax purposes under Section 162(m) of the Code.Incentive Compensation Clawback PolicyEffective January 1, 2017, we adopted an Incentive Compensation Clawback Policy that applies to all of the Company’s executive officers (“covered employees”). In the event of a restatement of financial results of the Company, or one of its segments, as a result of a material non-compliance with financial reporting requirements (unless due to a change in accounting policy or applicable law) caused or contributed to by a covered employee’s fraud, willful misconduct or gross negligence, the Compensation Committee will review the incentive compensation paid, granted, vested or accrued based on the prior inaccurate results. If the Compensation Committee determines that any amount of incentive compensation that would not otherwise have been paid or awarded if the correct financial results had been used to determine the amount payable, the Committee may, in its discretion and to the extent permitted by applicable law, determine whether to seek recovery of any overpayment. Stock Ownership and Retention PolicyThe Company has adopted a stock ownership and retention policy (the “Ownership Policy”). The ownership requirement will be equal to the following multiple of the executive officer’s or director’s annual base salary (or, in the case of a director, the amount of the annual cash retainer paid to the director forservice on the Board, exclusive of any cash retainer payable for service on a committee of the Board or as a chairperson of the Board or committee of the Board):CEO: 3x times annual base salaryExecutive Vice-Presidents: 1x times annual base salaryNon-Employee Directors: the lesser of (i) 3x times annual cash retainer, or (ii) $300,000The following may be used in determining share ownership for purposes of the ownership requirement: (a) shares owned directly; (b) shares owned jointly with or separately by the individual’s spouse; (c) shares held in trust for the benefit of the individual, or one or more family members of the individual; (d) time-vested restricted stock unit awards that have not yet vested; (e) director shares or share unit awards; (f) shares or share equivalents held in qualified or nonqualified savings, profit- sharing, or deferred compensation accounts; and (g) shares underlying vested but unexercised stock options (based on the excess of the market price of the stock over the exercise price).The applicable required level of Company stock ownership is expected to be satisfied by persons listed above within five years of the later of (x) the date the policy was adopted (March 2017) and (y) the date a person first becomes subject to the policy.Once the level of stock ownership satisfies the applicable guideline, ownership of the guideline amount is expected to be maintained for as long as the individual is subject to the policy. Future declines in stock price will not affect the person’s compliance with the policy as long as the person holds the number of shares he or she had at the time he or she achieved the required ownership level. Executive officers and directors may not dispose of more than 50% of shares of the Company they acquire from the Company, except pursuant to the Company’s 2012 Employee Stock Purchase Plan, including, but not limited to, any shares underlying vested restricted stock, net of any taxes, any shares underlying restricted stock units, net of any taxes, or any shares acquired upon the exercise of any stock options, net of any taxes and payment of any exercise price, in each case, received from grants under the Company’s equity incentive plan until the ownership requirements are satisfied. 2016.This report is submitted by the Compensation Committee.David N. Vander Ploeg — ChairmanKathryn Munro - ChairpersonRichard H. DozerGlenn F. BrownJosé A. CárdenasRoberta Roberts ShankThe foregoing Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference to any Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this report.2016 SUMMARY COMPENSATION TABLEEXECUTIVE COMPENSATIONCOMPENSATION DISCUSSION AND ANALYSISExecutive SummaryWe are North America's largest and most profitable truckload carrier. Knight has historically been one of the most profitable truckload carriers in North America and Swift has historically been one of the largest truckload carriers in North America. Following the 2017 Merger, our executive team led an integration effort focused on (1) providing stability to our customers, driving associates, and non-driving associates, (2) implementing cost savings consistent with Knight's historical cost conscience culture, (3) building a unified team with an understanding of our strategy at all levels and a drive to grow revenues with returns higher than our cost of capital, (4) incentivizing performance by all team members with a compensation design that rewards team members for attaining operating and financial results, (5) building out data and technology across the combined company to provide our leaders actionable information, and (6) bringing Swift's historical operating margins to a level consistent with Knight's historical margins. Our entire team, under the leadership of our executive officers, created the largest and most profitable North American truckload carrier by year end 2018 (slightly more than five quarters after our closing of the 2017 Merger). The following table provides information about compensation awarded and earned during 2016, 2015 and 2014 by our CEO, CFO, andrepresents the three most highly compensated executive officers (other than the CEO and CFO).results of these efforts in 2018:● Total Revenue of $5.3 billion ● Revenue, excluding fuel surcharge of $4.7 billion ● Operating ratio improvement of 230 bps to 89.4% ● Adjusted Operating Ratio Improvement of 140 bps to 86.9%(1)● In September 2016, we announced that Jerry Moyes would retireCash flows from Swift effective December 31, 2016. Mr. Moyes continuedoperations of $882.0 million● Free cash flow of $351.8 million(2)● Lease Adjusted Leverage Ratio decreased by 37% compared to serveyear end 2017(3)● Repurchased $179.3 million of our common stock ● Returned $42.8 million in dividends to our stockholders (1) Adjusted operating ratio is a non-GAAP financial measure defined as Co-Chief Executive Officer through his retirement date, although the dutiesoperating expenses, net of fuel surcharge revenue and authority normally associated with the office of CEO were immediately transitioned to Richard Stocking to allow him to fully assume the position during this transition period. Following the effective date of Mr. Moyes’ retirement, he began servingcertain non-recurring items, expressed as a consultant with the title Founder and Chairman Emeritus and will continue as a memberpercentage of the Boardrevenue, excluding fuel surcharge revenue. See Part II, Item 7 of Directors.(2)Mr. Dragash joined Swift in mid-2015 and was not a named executive officer in the prior year.(3)Represents the grant date fair value of award of 50% of target LTIP in the form of PUs for Mr. Moyes and the award of approximately 34% of the target LTIP in the form of RSUs and approximately 33% of the target LTIP in the form of PUs for Mr. Stocking, Ms. Henkels, and Messrs. Dragash, Runnels and Van Kirk.(4)Dollar value represents the aggregate grant date fair value of option awards. The methodology and assumptions used to calculate these values are set forth in Note 19 (Stock Plans) to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016.(2) Free cash flow is a non-GAAP financial measure defined as cash flow from operating activities, less net capital expenditures. See non-GAAP reconciliation on page 40. (3) See definition of lease adjusted leverage ratio on page 40. Our 2018 compensation design appropriately awarded our executive officers for these results and the stockholder value they created through a direct link between pay and performance. The goals of our compensation program going into 2018 were two-fold: (1) incentivize executives to successfully integrate Knight and Swift following the 2017 Merger, to improve Swift's margins to a level consistent with Knight's margins, and to grow earnings, which was accomplished through performance-based cash and equity awards; and (2) retain an executive team that we were confident could be the best team in the industry in maximizing stockholder value, which was accomplished through salary and time-based equity awards. Our 2019 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; ● attracts and retains our talented executives that have produced industry-leading results; ● provides stability through conservative, but competitive base salary; ● aligns our executives’ interests with our corporate strategies, our business objectives, and the long-term interests of our stockholders; and ● enhances our executives’ focus on and incentive to take actions that increase our stock price and maximizestockholder value over time, without undue risk.Highlights of the executive compensation program include:● 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 aligns business strategies with stockholder value creation ● Appropriate balance between short- and long-term compensation that discourages short-term risk taking at the expense of long-term results ● 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 certain individuals with no hardship exemption ● No re-pricing or back-dating of stock options ● No dividends paid on unvested stock awards ● Robust key officer stock ownership and retention guidelines ● No tax gross-up payments to cover personal income taxes relating to incentive compensation Named Executive Officers for 2018The following individuals were our named executive officers for 2018:Name Position David Jackson President and CEO Adam Miller CFO Kevin Knight Executive Chairman Gary Knight Vice Chairman Kevin Quast Chief Operating Officer of Swift Overview and Philosophy of CompensationOur Compensation Committee has the responsibility to:review and approve corporate goals and objectives relevant to the compensation of our CEO;evaluate the performance of our CEO in light of those goals and objectives; anddetermine and approve the compensation level of our CEO based upon that evaluation.The Compensation Committee is also responsible for reviewing annually the compensation of our other executive officers and determining whether that compensation is reasonable under existing circumstances. In making these determinations, the Compensation Committee seeks to ensure that the compensation of our executive officers aligns their interests with the interests of our stockholders and the Company. The Compensation Committee reviews and approves all forms of incentive compensation, including cash bonuses, stock option grants, stock grants, restricted stock unit (“RSU”) grants, performance-based restricted stock unit (“PRSU”) grants, and other forms of incentive compensation granted to our executive officers. The Compensation Committee considers the advice and recommendations of Echelon, our independent compensation consultant. Echelon provides analysis and recommendations regarding market pay data and competitive-position benchmarking, peer group development, performance measures and goals, program structure, incentive and equity plan design, and the regulatory environment and Company policies as they relate to executive compensation. Echelon also reviews compensation goals and priorities with our CEO, our Executive Chairman, and our CFO as part of providing advice and recommendations for the Compensation Committee.We strive to ensure that our compensation, particularly base salary, is consistent with our focus on controlling costs.Elements of 2018 Executive CompensationOur compensation program for 2018 includes the following components: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 Annual Cash Bonus Cash Annual Focus and motivate our named executive officers to achieve annual corporate financial and operating goals with opportunity for upside based on exceptional performance 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 groupEncourage retention through additional time vesting once PRSUs are earned after three-year performance periodPRSUs comprise 60% of our long-term incentivesTime-Based Long-Term Incentives RSUs Ratable three-year vesting Encourage retention of our named executive officersTime-vested RSUs comprise 40% of our long-term incentivesOther Compensation Other Benefits N/A Limited personal benefits such as 401(k) and vehicle allowance that are consistent with our peer companies. Additionally, we provide an air travel allowance to Mr. Kevin Knight. Each element of compensation for 2018 is discussed below.Base SalaryDuring 2018, our named executive officers’ base salaries were as follows:Name Effective January 1, 2018 to November 11, 2018 Effective November 12, 2018 to December 31, 2018 David Jackson $725,000 $800,000 Adam Miller $450,000 $650,000 Kevin Knight $900,000 $950,000 Gary Knight $400,000 $450,000 Kevin Quast $280,000 $350,000 In November 2018, the Compensation Committee reviewed data provided by Echelon regarding industry and peer compensation levels and approved increases to the base salaries of our named executive officers, effective November 12, 2018.Annual Cash BonusIn February 2018, the Compensation Committee approved our cash bonus plan for 2018 (the “2018 Cash Bonus Plan”) pursuant to our Amended and Restated 2014 Omnibus Incentive Plan (the “Omnibus Plan”). Under the 2018 Cash Bonus Plan, certain of our employees, including our named executive officers, were eligible to earn incremental cash bonuses upon satisfaction of 2018 performance targets related to adjusted operating income growth and adjusted trucking operating ratio. 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 as follows:Name Target Bonus Potential David Jackson 100% Adam Miller 75% Kevin Knight 100% Gary Knight 75% Kevin Quast 60% With input from Echelon, the 2018 performance targets were reviewed and approved by the Compensation Committee after consultation with Messrs. Jackson, Miller, and Kevin Knight. The threshold and maximum payout range and related 2018 performance targets under the 2018 Cash Bonus Program are summarized below:2018 Cash Bonus Payout and Performance Target Range % of Bonus PotentialEarned(5)(1)Adjusted OperatingIncome Growth(2)(3)Adjusted TruckingOperating Ratio(3)(4)20% >0.0% <96.0% 200% >100.0% <88.0% (1) The Compensation Committee also created specific parameters for awarding bonuses for achievement of performance between the ranges set forth in this table. (2) Adjusted operating income is defined as consolidated total revenue, net of fuel surcharge, less consolidated total operating expenses, net of fuel surcharge. Adjusted operating income growth is calculated by taking 2018 adjusted operating income less 2017 adjusted operating income, divided by 2017 adjusted operating income. Due to Knight’s treatment as the accounting acquirer in the 2017 Merger, consolidated operating income for 2017 does not include Swift results prior to the Merger Date. The Compensation Committee took this into consideration when setting the adjusted operating income growth targets. (3) Both the adjusted operating income growth and adjusted trucking operating ratio 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. (4) Adjusted trucking operating ratio is the adjusted operating ratio (total trucking adjusted operating expenses, net of trucking fuel surcharge, divided by total trucking revenue, net of trucking fuel surcharge and intersegment transactions) for each of our trucking segments (Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated), which were recast in March 2019 into a single trucking reportable segment.Given the uncertainty and difficulty of integration following the 2017 Merger, the Compensation Committee viewed the 2018 performance targets as reflecting a range of performance that was achievable but uncertain, with the upper end of the range reflecting a significant accomplishment.In March 2019, the Compensation Committee assessed performance under the 2018 Cash Bonus Program and determined that the 2018 performance targets were achieved at the 200% level, resulting in the following payouts to our named executive officers after the release of our 10-K for the year ended December 31, 2018:Name Payout David Jackson $1,600,000 Adam Miller $975,000 Kevin Knight $1,900,000 Gary Knight $675,000 Kevin Quast $420,000 Long-Term IncentivesIn November 2018, the Compensation Committee approved the following grants of PRSUs and RSUs to the named executive officers under the Omnibus Plan: 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) David Jackson 50,198 $1,650,000 33,465 $1,100,000 $2,750,000 Adam Miller 27,381 $900,000 18,254 $600,000 $1,500,000 Kevin Knight 54,761 $1,800,000 36,507 $1,200,000 $3,000,000 Gary Knight 14,603 $480,000 9,735 $320,000 $800,0000 Kevin Quast 8,214 $270,000 5,476 $180,000 $450,000 (1) The 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 grant date ($32.87). 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, 2019, and ending December 31, 2021.The performance targets for the PRSUs relate to the compound annual growth rate in adjusted earnings per share (“Adjusted EPS CAGR”) and adjusted trucking operating ratio. With input from Echelon, the PRSU performance targets were reviewed and approved by the Compensation Committee after consultation with Messrs. Jackson, Miller, and Kevin Knight. The PRSU performance targets do not reflect any opinion or projection of management concerning Adjusted EPS CAGR or adjusted trucking operating ratio expectations for the performance period. The threshold and maximum payout range and related performance goals for the PRSUs are summarized below:2018 PRSU Payout and Performance Range % of 2018 PRSU Grant Earned(1)Adjusted EPS CAGR Adjusted Trucking Operating Ratio 20% >(8.0)% <95.0% 200% >7.0% <87.0% (1) The Compensation Committee also created specific parameters for the number of PRSUs to be earned for the achievement of performance between the ranges set forth in this table. The number of PRSUs earned will be increased by 25% if our compound annual total stockholder return (“TSR”) exceeds the 75th percentile of the peer group over the performance period. Conversely, the number of PRSUs earned will be decreased by 25% if our TSR is below the 40th percentile of the peer group for the performance period.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 considered in the peer group for the 60 trading days prior to the grant date, and the average stock price of each company in the 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 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, 2022. Mr. Kevin Knight’s PRSUs will settle in cash upon vesting, while the PRSUs granted to the other named executive officers will be settled in shares of our common stock.The time-based RSUs vest in three installments as follows: 34% on January 31, 2020, 33% on January 31, 2021, and 33% on January 31, 2022. In determining 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 has successfully led an integration effort following the 2017 Merger and is managing the largest truckload carrier in North America. Mr. Kevin Knight’s RSUs will settle in cash upon vesting, while the RSUs granted to the other named executive officers will be settled in shares of our common stock.Compensation Decisions for 2019In January 2019, the Compensation Committee approved our cash bonus plan for 2019 (the “2019 Cash Bonus Plan”) pursuant to our Omnibus Plan. Under the 2019 Cash Bonus Plan, certain of our employees, including our named executive officers, are eligible to earn incremental cash bonuses upon satisfaction of 2019 performance targets related to adjusted operating income growth and adjusted trucking operating ratio. The structure of the 2019 Cash Bonus Plan, including each named executive officer’s target bonus potential, is the same as the 2018 Cash Bonus Plan.Tax Deductibility Under Section 162(m)U.S. federal income tax law generally prohibits publicly held companies from deducting compensation paid to certain executive officers that exceeds $1 million during the tax year. Historically, Section 162(m) of the Code ("Section 162(m)"), provided an exemption from the deductibility limit for certain compensation that was "performance-based" and meet various requirements as set forth under Section 162(m). The 2017 Tax Cuts and Jobs Act repealed this exemption, and now compensation paid to such executive officers in excess of $1 million in 2018 and later is no longer deductible, even if performance-based, unless it meets certain limited transition relief pursuant to a special rule that “grandfathers” certain awards and arrangements that were in effect on or before November 2, 2017. While guidance has been issued on the scope of this transition relief, its application is based on interpretation and no assurance can be given as to whether awards that are intended to qualify for the Section 162(m) exemption (as such exemption existed prior to January 1, 2018) will be deductible under the applicable transition relief guidance. Consequently, while the Compensation Committee intended that certain incentive awards granted to our named executive officers on or prior to November 2, 2017 be deductible as “performance-based compensation,” it cannot ensure that result. The Compensation Committee will continue to analyze the impact that Section 162(m) and the potential lack of deduction associated with amounts paid in excess of the deduction limit may have on the Company. The Compensation Committee retains the autonomy to make decisions with respect to the Company’s compensation programs that are based on factors other than Section 162(m) and the tax consequences related thereto. This flexibility may include amending or modifying the design elements of our historical compensation programs to the extent those design elements were principally adopted in an effort to comply with Section 162(m).Benchmarking CompensationThe Compensation Committee uses a peer group of companies 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 peer group. However, our total stockholder return, compared to the peer group’s total stockholder return, does affect the payout percentage under our PRSUs.The Compensation Committee, with the advice of Echelon, considers several criteria to determine our 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, and (vi) 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.C.H. Robinson Worldwide, Inc. Landstar System, Inc. Forward Air Corporation Old Dominion Freight Line, Inc. Genesee & Wyoming Inc. Ryder System, Inc. Heartland Express, Inc. Saia, Inc. Hub Group, Inc. Schneider National, Inc. J.B. Hunt Transport Services, Inc. Werner Enterprises, Inc. Kansas City Southern XPO Logistics, Inc. Based on publicly-available data as of year-end 2018, the Company is positioned relative to the peer group as follows: at approximately the 65th percentile in total revenue, the 60th percentile in total assets, and the 61st percentile in market capitalization. The Company’s larger size relative to the peer median results from the fact that finding companies of comparable size with a similar business is challenging due to the Company’s position as one of the country’s largest trucking firms. During 2019, the Compensation Committee, with the assistance of Echelon, will review the peer group again for continued relevancy.Risk Considerations Regarding CompensationWe believe that the structure of our executive compensation program provides an appropriate mix of cash, equity, and other compensation. We believe that the different time horizons and metrics used in the annual and long-term elements of compensation provide incentives to achieve annual and long-term financial and operating goals and superior stockholder returns relative to our peer group. Each element of compensation has been designed and is administered in a manner intended to minimize potential risks to the Company. 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.Stock Ownership and Retention PolicyOur Stock Ownership and Policy requires our key officers, as designated under the policy, to meet certain minimum stock ownership requirements. Currently, our named executive officers have the following ownership requirements under the Stock Ownership and Retention Policy:Name Executive Retention Amount David Jackson 5x Base Salary Adam Miller 3x Base Salary Kevin Knight 5x Base Salary Gary Knight 3x Base Salary Kevin Quast 2x Base Salary Our Stock Ownership and Retention Policy also requires key officers, including our named executive officers, to retain at least 50% of certain shares for two years after the date they are earned, as more fully described under the heading “The Board of Directors and Corporate Governance-Stock Trading Policy, Anti-Pledging and Hedging Policy, and Related Matters.” All of our named executive officers are currently in compliance with the Stock Ownership and Retention Policy.Hedging and Pledging PolicyOur Anti-Pledging and Hedging Policy limits the pledging and hedging of the Company’s securities by certain individuals, including our named executive officers. The Anti-Pledging and Hedging Policy permits Kevin Knight and Gary Knight to continue certain existing pledging and hedging transactions, but requires them to reduce the number of shares subject to such transactions by 50% by October 1, 2020. The Anti-Pledging and Hedging Policy does not have a hardship exemption. The Anti-Pledging and Hedging Policy is more fully described under the heading “The Board of Directors and Corporate Governance-Stock Trading Policy, Anti-Pledging and Hedging Policy, and Related Matters.”Clawback PolicyIn the event of a significant financial restatement (including an event specified in Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), or other applicable law, we may require, to the fullest extent permitted by applicable law, that an employee covered by the policy, including our named executive officers, forfeit or reimburse us for any incentive-based compensation (including cash- and equity-based incentive compensation) paid or granted to such employee at any time during the performance period relating to the applicable incentive-based compensation, in the sole and absolute discretion of the Compensation Committee. The Clawback Policy has a three year look-back period.2018 SUMMARY COMPENSATION TABLEThe following table summarizes the compensation earned by our named executive officers in the fiscal years noted.Name and Principal Position Year Salary($) Bonus($) StockAwards($) OptionAwards($) Non-EquityIncentive PlanCompensation($)(1) All OtherCompensation($)(2) Total($)David JacksonPresident and CEO 2018 749,193 — 2,823,794(3) — 1,600,000 13,600 5,186,587 2017(4) 186,058 200,000 1,482,310 — 217,500 410,231 2,496,099 Adam MillerCFO 2018 480,565 — 1,540,273(3) — 975,000 10,132 3,005,970 2017(4) 101,442 200,000 543,501 108,000 256,712 1,209,655 Kevin KnightExecutive Chairman 2018 919,149 — 3,080,478(3) — 1,900,000 262,931 6,162,558 2017(4) 211,346 1,000,000 2,964,618 270,000 3,084,890 7,530,854 Gary KnightVice Chairman 2018 413,617 — 821,456(3) — 675,000 13,384 1,923,457 2017(4) 86,596 1,000,000 444,693 36,000 3,626 1,570,915 Kevin QuastCOO of Swift 2018 300,965 — 462,065(3) — 420,000 9,736 1,192,766 (1) The amounts for a given year represent the amount of STIP compensation earned in thatsuch year under our short-term cash incentive plan, notwithstanding the year in which it was paid. The STIP compensation amounts were calculated based on our actual financial performance for 2014, 2015 and 2016 as compared with established targets. See “Executive Compensation — Compensation“Compensation Discussion and Analysis — ElementsAnalysis-Elements of 2018 Executive Compensation-Annual Cash Bonus” for further information.(2) Refer to the All Other Compensation table for more detailed information about compensation reported in this column.(3) These amounts represent the aggregate grant date fair value of time-vested RSUs and PRSUs granted on November 12, 2018. Messrs. Jackson, Miller, Kevin Knight, Gary Knight, and Quast received 33,465, 18,254, 36,507, 9,735, and 5,476 time-vested RSUs and 50,198, 27,381, 54,761, 14,603 and 8,214 PRSUs, respectively. The fair value of the RSUs was computed in accordance with FASB ASC Topic 718, which was $32.87 per share, the closing price of our Compensation Program — Establishing our performance goals” for further information.common stock on the grant date. The fair value of the PRSUs was computed in accordance with FASB ASC Topic718, which was $34.34 per share. 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 2018 varies depending upon the satisfaction of performance conditions and stockholder return conditions relative to our peer group identified in the grant. The $34.34 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. 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 the closing price of our common stock on the grant date ($32.87), the grant date fair value of the PRSUs would be $4,125,021, $2,250,050, $4,500,002, $1,200,018, and $674,985 for Messrs. Jackson, Miller, Kevin Knight, Gary Knight, and Quast, respectively. It would not be appropriate to use the $34.34 per share grant date fair value for purposes of this assumed maximum achievement of the PRSUs granted in 2018 because the $34.34 per share grant date fair value already accounts for the probable outcome of the stockholder return conditions under the Monte Carlo Simulation Valuation model. For additional information on the valuation assumptions with respect to the grants, refer to Note 22, Stock-based Compensation, of our consolidated financial statements as provided in our Form 10-K for the year ended December 31, 2018, as filed with the SEC.(6)(4) For 2017, the information relates only to compensation paid by Knight-Swift during the period on and after the Merger Date (i.e. from September 8, 2017 until December 31, 2017), and does not include compensation that Knight paid prior to the 2017 Merger. All Other Compensation TableName Year Perquisites and Other Personal Benefits($)(1) Contributions to 401(k) Plan($)(2) Total($)David Jackson 2018 12,000(3) 1,600 13,600 Adam Miller 2018 8,532(3) 1,600 10,132 Kevin Knight 2018 261,331(4) 1,600 262,931 Gary Knight 2018 11,784(3) 1,600 13,384 Kevin Quast 2018 8,136(3) 1,600 9,736 (1) This column represents allthe total amount of perquisites and other compensation attributedpersonal benefits provided to the named executive officer. Each perquisite and personal benefit is valued on the basis of the aggregate incremental cost to the Company.(2) Represents matching 401(k) plan contributions. (3) For each of these named executive officers, the amount represents compensation for employer 401(k) matches, executive long-term disability insurance, spousalvehicle allowance.(4) Of the total disclosed amount for Kevin Knight, $17,100 is attributable to his vehicle allowance and $244,231 is attributable to his air travel benefits, identity theft protection and life insurance benefits, none of which individually exceeded $10,000. For Mr. Dragash, 2016allowance. The air travel allowance was computed based on the amount includes $8,791 of relocation benefits relating to Mr. Dragash’s move to Arizona upon his joiningpaid by the Company in 2015. These relocation benefits include temporary housing costs, travel expenses, housing closing costs and $2,391 of tax reimbursements relating to the taxable portion of these benefits. Kevin Knight for such perquisite.GRANTS OF PLAN-BASEDPLAN-BASED AWARDS IN 2016The following table provides estimated information about non-equity and equity plan-based awards that were granted to the NEOsnamed executive officers in 2016. 2018.Name GrantDate Estimated Future PayoutsUnder Non-Equity IncentivePlan Awards(1) Estimated FuturePayouts underEquity IncentivePlan Awards(2) All Other StockAwards: Numberof Shares of Stock or Units(#)(3) Grant Date Fair Value of Stock and OptionAwards($) Award Approval Date Threshold($) Target($) Maximum($) Threshold(#) Target(#) Maximum(#) David Jackson — — 160,000 800,000 1,600,000 — — — — — 11/12/2018 11/08/2018 — — — 7,530 50,198 125,495 — 1,723,799(4) 11/12/2018 11/08/2018 — — — — — — 33,465 1,099,995(5)Adam Miller — — 97,500 487,500 975,000 — — — — — 11/12/2018 11/08/2018 — — — 4,107 27,381 68,453 940,264(4) 11/12/2018 11/08/2018 — — — — — — 18,254 600,009(5)Kevin Knight — — 190,000 950,000 1,900,000 — — — — — 11/12/2018 11/08/2018 — — — 8,214 54,761 136,903 — 1,880,493(4) 11/12/2018 11/08/2018 — — — — — — 36,507 1,199,985(5)Gary Knight — — 67,500 337,500 675,000 — — — — — 11/12/2018 11/08/2018 — — — 2,190 14,603 36,508 — 501,467(4) 11/12/2018 11/08/2018 — — — — — — 9,735 319,989(5)Kevin Quast — — 42,000 210,000 420,000 — — — — 11/12/2018 11/08/2018 — — — 1,232 8,214 20,535 — 282,069(4) 11/12/2018 11/08/2018 — — — — — — 5,476 179,996(5)(1)(1) Represents the range of potential value of 2016 STIP payouts based uponcash payments under the ECIP for each NEOannual performance bonuses that Messrs. Jackson, Miller, Kevin Knight, Gary Knight, and Quast could have earned under the Company achieving certain levels of attainment for 2016 for the Adjusted EPS goal2018 Cash Bonus Plan, as set forth in the CD&Adescribed under the heading “Executive Compensation — Compensation“Compensation Discussion and Analysis — ElementsAnalysis-Elements of our Compensation Program — Establishing our2018 Executive Compensation-Annual Cash Bonus.” For awards under the 2018 Cash Bonus Plan, (i) Messrs. Jackson, Miller, Kevin Knight, Gary Knight, and Quast had bonus potentials of 100%, 75%, 100%, 75%, and 60% of year-end annualized base salary, respectively, (ii) threshold was set at 20% of the bonus potential, (iii) target was set at 100% of the bonus potential, and (iv) maximum was set at 200% of the bonus potential. Based on 2018 performance, goals”. Messrs. Jackson, Miller, Kevin Knight, Gary Knight, and Quast earned a cash bonus of 200% of their respective cash bonus potential.(2) These Levelscolumns represent the potential shares issuable in connection with 2018 PRSUs for each of Attainment/ goalsMessrs. Jackson, Miller, Kevin Knight, Gary Knight, and Quast under the Omnibus Plan, for which target awards were approved by the Compensation Committee on November 8, 2018, as described under the heading “Compensation Discussion and Analysis-Elements of 2018 Executive Compensation-Long-Term Incentives.” The threshold was set at 15% of target and maximum was set at 250% of target. The PRSUs were granted at target and will not be earned, and the Board in February 2016. The Company didactual number of PRSUs finally earned will not achievebe finally determined, until the threshold levelexpiration of Adjusted EPS and accordingly no cash incentive compensation was earned or paid for 2016.(2)These columns represent PUs that vest only if the Company meets its specifiedthree-year performance objectives related to RONA and its leverage ratio for a three year fiscal period beginning January 1, 2016 and ending on December 31, 2018. Each PU represents a contingent right2021. The number of shares ultimately earned will vest on January 31, 2022, subject to receive one share of the Company’s Class A common stock. For further information about these PU awards, see “Executive Compensation — Compensation Discussion and Analysis — Long-Term Incentive Plan (“LTIP”) for 2016.”(3)This column represents time-based RSUs that vestcertain conditions set forth in equal installments on each of the first three anniversaries of the grant date. Each RSU represents a contingent right to receive one shareagreement.(3) Represents an award of RSUs under the Company’s Class A common stock.(4)This column represents stock options thatOmnibus Plan. The RSUs vest in three equal installments over a three year period beginning with the first anniversary from the award date.(5) The grant date fair value of the PUs is equal toRSUs was computed in accordance with FASB ASC Topic 718, which was $32.87 per share, the dollar amountclosing price of the “Target” award. Onour common stock on the grant date for these awards, the Company estimated that it was probable that the performance conditions necessarydate. The grant to earn the “Target” award wouldMr. Kevin Knight is to be satisfied. If the maximum performance level is achieved, the grant date fair value of the 2016 PUs for Mr. Stocking, Ms. Henkels and Messrs. Dragash, Runnels Van Kirk and Moyes would be: $649,994; $241,428; $148,492; $131,990; $87,786; and $1,495,878, respectively.settled in cash.OUTSTANDING EQUITY AWARDS AT 20162018 FISCAL YEAR-ENDThe following table provides information on the current equity holdings for each of the NEOs.named executive officers. This table includes unexercised and unvested options and unvested RSUs and PUsPRSUs as of December 31, 2016.2018. Each equity grant is shown separately for each NEO.Name Stock Awards Stock Award Date Number of Shares or Units of Stock That Have Not Vested(#)Market Value of Shares or Units of Stock That Have Not Vested($)(1)Unvested and unexercisable stock options. Effective vesting dates are noted below.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)David Jackson10/30/2009 17,550(2)Column includes time-vested RSUs. Each RSU represents a contingent right to receive one share439,979 — — 05/31/2017 14,393(3)360,833 — — 11/09/2017 15,524(4)389,187 — — 11/09/2017 — — 23,286(5)583,780 11/12/2018 33,465(6)838,968 — — 11/12/2018 — — 50,198(7)1,258,464 Adam Miller 10/30/2009 7,800(2)195,546 — — 05/31/2017 7,197(3)180,429 — — 11/09/2017 5,692(4)142,698 — — 11/09/2017 — — 8,538(5)214,048 11/12/2018 18,254(6)457,628 — — 11/12/2018 — — 27,381(7)686,442 Kevin Knight10/30/2009 19,500(2)488,865 — — 05/31/2017 8,996(3)225,530 — — 11/09/2017 31,048(4)778,373 — — 11/09/2017 — — 46,572(5)1,167,560 11/12/2018 36,507(6)915,230 — — 11/12/2018 — — 54,761(7)1,372,858 Gary Knight 10/30/2009 11,700(2)293,319 — — 05/31/2017 2,400(3)60,168 — — 11/09/2017 4,657(4)116,751 — — 11/09/2017 — — 6,986(5)175,139 11/12/2018 9,735(6)244,056 — — 11/12/2018 — — 14,603(7)366,097 Kevin Quast 10/30/2009 15,600(2)391,092 — — 05/31/2017 3,599(3)90,227 — — 11/09/2017 2,070(4)51,895 — — 11/09/2017 — — 3,105(5)77,842 11/12/2018 5,476(6)137,283 — — 11/12/2018 — — 8,214(7)205,925 (1) Market value of RSUs and PRSUs is calculated by multiplying the Company’s Class Anumber of restricted shares that have not vested by the closing market price of our common stock. stock on December 31, 2018, which was $25.07 per share.(2) The RSUs were granted by Knight prior to the 2017 Merger. Pursuant to the 2017 Merger, the Company assumed the RSUs. Of the unvested RSUs, approximately 20.5% vested on January 31, 2019, approximately 18.0% will vest in equal installmentson January 31, 2020, and approximately 20.5% will vest on each of January 31, 2021, 2022, and 2023.(3) The RSUs were granted by Knight prior to the first three anniversaries2017 Merger. Pursuant to the 2017 Merger, the Company assumed the RSUs. Approximately 25% of the dateunvested RSUs will vest on each of grant. Effective vesting datesMay 31, 2019, 2020, 2021, and 2022.(4) Approximately 34% of the RSUs vested on January 31, 2019 and approximately 33% will vest on each of January 31, 2020 and 2021. The grant to Mr. Kevin Knight is to be settled in cash. (5) The number of unvested PRSUs under the awards granted in 2017 reflects the target shares payable with respect to such awards in the event that certain performance targets and stockholder return conditions are noted below. This column also includes PUs granted on May 6, 2014met, which is based upon our performance for the three yearthree-year period starting January 1, 2018 and ending December 31, 2020 and SEC guidance, and 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 ending December 31, 2016 that were2020. The number of shares ultimately issued pursuant to the PRSUs granted in 2017 varies depending upon the satisfaction of performance conditions and stockholder return conditions relative to our peer group. The actual number of PRSUs finally earned aswill not be determined until the expiration of the performance period on December 31, 2016 and vested2020. The shares ultimately earned will vest on February 28, 2017. January 31, 2021, subject to certain conditions set forth in the grant agreement. The grant to Mr. Kevin Knight is to be settled in cash.Name:RSU/EarnedPUShares VestingGrant DateVesting DateRichard StockingThe RSUs vest in three installments as follows: 34% on January 31, 2020, 33% on January 31, 2021, and 33% on January 31, 2022. The grant to Mr. Kevin Knight is to be settled in cash. 5,5745/6/20142/28/2017(7) 4,5165/6/20145/6/20174,5805/20/20155/20/20174,5805/20/20155/20/The number of unvested PRSUs under the awards granted in 20187,1965/24/20165/24/20177,1965/24/20165/24/20187,1975/24/20165/24/2019Virginia Henkels2,0705/6/20142/28/20171,6775/6/20145/6/20171,7015/20/20155/20/20171,7015/20/20155/20/20182,6735/24/20165/24/20172,6735/24/20165/24/20182,6735/24/20165/24/2019Mickey R. Dragash3,01911/9/201511/9/20173,01911/9/201511/9/20181,6445/24/20165/24/20171,6445/24/20165/24/20181,6445/24/20165/24/2019Kenneth C. Runnels1,1605/6/20142/28/20179405/6/20145/6/20179535/20/20155/20/20179535/20/20155/20/20181,4615/24/20165/24/20171,4615/24/20165/24/20181,4625/24/20165/24/2019Steven Van Kirk1,1375/6/20142/28/20179215/6/20145/6/20178965/20/20155/20/20178975/20/20155/20/20189725/24/20165/24/20179725/24/20165/24/20189725/24/20165/24/2019Jerry Moyes13,2145/06/20142/28/2017(3)PUs reflects the target shares payable with respect to such awards in the event that certain performance targets and stockholder return conditions are met, which is based upon our performance and time-vested. The PUs vest only if the Company meets specified performance objectives relate to RONA and its leverage ratio for the respective three year fiscalthree-year period starting January 1, 2019 and ending December 31, 2021 and SEC guidance, and 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 as noted below.PUShares VestingThree YearPerformancePeriodEndingRichard Stocking13,33512/31/201720,95412/31/2018Ginnie Henkels4,95312/31/20177,78312/31/2018Mickey R. Dragash4,78712/31/2018Kenneth C. Runnels2,77412/31/20174,25512/31/2018Steven Van Kirk2,61012/31/20172,83012/31/2018Jerry Moyes30,68912/31/201748,22312/31/2018(4)Values are based onending December 31, 2021. The number of shares ultimately issued pursuant to the closing market pricePRSUs granted in 2018 varies depending upon the satisfaction of $24.36performance conditions and stockholder return conditions relative to our peer group. The actual number of PRSUs finally earned will not be determined until the expiration of the performance period on December 30, 2016.(5)In conjunction with the Company's September 8, 2016 announcement that Jerry Moyes would retire from his position as Chief Executive Officer effective December 31, 2016, the Company entered into an agreement with Mr. Moyes to memorialize the terms of his retirement.2021. The Company modified the vesting terms and forfeiture conditions of Mr. Moyes' previously granted equity awards, which included accelerating the vesting date of 103,306 stock options granted in 2016 to immediatelyshares ultimately earned will vest on September 8, 2016.OPTION EXERCISES AND STOCK VESTED IN 2016The following NEOs exercisedtable sets forth information regarding the values realized by our named executive officers upon the exercising of stock options and hadvesting of RSUs during 2018, and such values reflect the following RSUs vest:total pre-tax value realized by each named executive officer. Option Awards Stock Awards Name Number ofSharesAcquired onExercise(#) Value Realizedon Exercise($)(1) Number of Shares Acquired on Vesting(#) Value Acquiredon Vesting($)(2)David Jackson — — 9,798 455,065 Adam Miller — — 4,999 232,511 Kevin Knight 69,217 1,574,915 6,248 290,609 Gary Knight 15,000 344,001 2,999 143,863 Kevin Quast 17,500 508,292 6,099 295,479 NONQUALIFIED DEFERRED COMPENSATION(1)These amounts reflect compensation(1) Calculated by subtracting the NEOs earned in our 2016 fiscal year that they have voluntarily deferred. For each identified NEO, all amounts reported as contributions in the last fiscal year are included as compensation earned in the Summary Compensation Table for 2016 in the Salary column. In addition, allaggregate exercise price of the amounts, exclusive of cumulative earnings/losses, reported inexercised options from the aggregate balance at fiscal yearmarket value of the shares of common stock acquired on the exercise dates. Market value was determined by using the actual sale prices of shares sold in open market transactions on the dates of the exercises, except with respect to 10,000 options exercised by Mr. Quast on February 23, 2018, which were reported as compensation tonot sold on the NEO indate of exercise and for which market value was determined based on the closing price of our Summary Compensation Table in 2015 and prior years.common stock on the date of exercise.(2)The Company does not provide matching contributions.(2) Calculated by multiplying the aggregate number of shares vested by the closing market price of our common stock on the dates the shares vested. NONQUALIFIED DEFERRED COMPENSATIONName ExecutiveContributionsin Last FY($) RegistrantContributionsin Last FY($) AggregateEarningsin Last FY($)(1) AggregateWithdrawals/Distributionsin Last FY($) AggregateBalanceat LastFYE($)(2)David Jackson — — (137,412) — 189,362 Adam Miller — — — — — Kevin Knight — — (1,374,030) — 1,893,490 Gary Knight — — — — — Kevin Quast — — — — — (3)(1) These amounts do not include any above-market or preferential earnings. Accordingly, these amounts are not reported in the Summary Compensation Table. For Messrs. Jackson and Kevin Knight, who deferred the receipt of 7,464 and The Company maintains74,635 PRSUs in our 2017 fiscal year, respectively, the Deferred Compensation Plan (“DCP”), which is a non-qualified deferred compensation plan, for executive officers and certain other employees allowing themlosses include the opportunity to defer future salary and/or bonus payments. Participants may elect to defer up to 75% of their future compensation, consisting of base salary and/or bonus. Amounts deferred under the DCP are credited with investment earnings and losses. The amounts are invested in one or more investment options as selected by the participants. The investment options offered currently include money market funds, bond funds, blended funds and stock funds. Participants are fully vested in all amounts deferred under the DCP at all times. Payment options include: (i) a lump sum; or (ii), annual installment payments over a specified period of time not to exceed ten years. The DCP is intended to comply with Section 409A of the Internal Revenue Code which means, among other things, that payment to certain employees in connection with a separation from service may not be made until six months after separation.Directors are not eligible to participatechange in the DCP. The participants’ accounts in the DCP are unfunded obligations of the Company and any life insurance policies, annuity contracts or other property held by the Company to assist it in satisfying its obligations to participants in the DCP will remain part of the general assets of the Company. For all purposes, participants in the DCP shall be treated as general unsecured creditors of the Company.POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROLAs described under the heading “Executive Compensation — Compensation Discussion and Analysis — Elements of our Compensation Program — Long Term Incentive Plan (“LTIP”) for 2016, pursuant to the individual award agreements, stock options and RSUs granted to the NEOs all vest upon a change-in-control of Swift. Any PUs that were granted under the Company’s 2014 Omnibus Plan will be deemed to be fully earned at the target level of performance upon a change-in-control and shall immediately vest. Assuming a change-in-control occurred on December 31, 2016, and based on a closing price of $24.36 per share of our common stock from December 29, 2017 ($43.72) and December 31, 2018 ($25.07), plus $0.06 of cash dividends per share declared for each quarter in fiscal year 2018.(2) For Mr. Jackson, the amount deferred represents deferral of 7,464 PRSUs during our 2017 fiscal year that vested on the Merger Date to be delivered in three equal annual installments on January 31, 2019, 2020, and 2021. For Mr. Kevin Knight, the amount deferred represents deferral of 74,635 PRSUs during our 2017 fiscal year that vested on the Merger Date, to be delivered within six months of the date of his employment terminates. The Company accrues for cash dividends on the deferred PRSUs in an amount equal to the amount of cash dividend each of Messrs. Jackson and 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 each of Messrs. Jackson and Kevin Knight when the underlying shares of our common stock are distributed to each of Messrs. Jackson and Kevin Knight. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROLOutstanding RSUs and PRSUs held by our named executive officers will become subject to immediate vesting upon the NYSE on December 30, 2016,occurrence of certain circumstances in which the recipient dies or becomes disabled, notwithstanding that such RSUs and PRSUs may not have otherwise been fully vested. Additionally, outstanding PRSUs held by our named executive officers will become subject to immediate vesting in the event of a “Change of Control,” notwithstanding that such PRSUs may not have otherwise been fully vested. The estimated value of unvested stock options, RSUs and the PUsPRSUs that were issuedwould have vested for our NEOs would beMessrs. Jackson, Miller, Kevin Knight, Gary Knight, and Quast as follows: As describedof December 31, 2018, under the heading “Executive Compensation—Compensation Discussion and Analysis—Individual Agreements with our NEOs”, we have entered into a Severance Agreement with each of Richard Stocking, Virginia Henkels and Mickey R. Dragash. Each Severance Agreement provides for certain cash payments andacceleration scenarios described above is set forth in the acceleration and vesting of certain outstanding stock options, RSUs and PUs. Assuming a terminationtable below. The value was calculated by multiplying the Company without “cause”, or by the executive for “good reason, occurred on December 31, 2016, under the Severance Agreements in place on December 31, 2016, and based on a closing market price of $24.36 per share of our common stock on December 31, 2018 ($25.07 per share), by the NYSEnumber of shares underlying accelerated awards. For additional information on December 30, 2016, the number of currently unvested RSUs and PRSUs that may immediately vest in the event of a change in control, please refer to “Outstanding Equity Awards at Year-End.”Name/Event Value of Accelerated RSUs($) Value of Accelerated PRSUs($) Total($)David Jackson Change of Control — 1,842,244 1,842,244 Death/Disability 2,028,965 1,842,244 3,871,209 Adam Miller Change of Control — 900,489 900,489 Death/Disability 976,301 900,489 1,876,790 Kevin Knight Change of Control — 2,540,418 2,540,418 Death/Disability 2,407,999 2,540,418 4,948,417 Gary Knight Change of Control — 541,236 541,236 Death/Disability 714,294 541,236 1,255,530 Kevin Quast Change of Control — 283,767 283,767 Death/Disability 670,497 283,767 954,264 PAY RATIO DISCLOSUREWe 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 valuecompensation of our median employee and the annual total compensation of Mr. Jackson, our CEO, as required by Section 953(b) of the severance benefitsDodd-Frank Act.The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC rules for our Mr. Stocking, Ms. Henkelsidentifying the median employee and Mr. Dragash wouldcalculating 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 follows:(1)For PUs: PU awards granted on May 6, 2014 are assumed to be paid out at 42.4%, which is the actual amount of the award earned and paid out in February 2017; PU awards granted on May 20, 2015 are assumed to be paid out at 50%, based on the results of the first two years of the performance period; and PU awards granted on May 24, 2016 are assumed to be paid out at target (100%) as it is too early in the performance period to determined expected payout. As previously disclosed,other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in September 2016, we announced that Jerry Moyes would retire from Swift effectivecalculating their own pay ratios.The median employee was originally determined as of December 31, 2016. Following2017. For 2018, we used the effective date of Mr. Moyes’ retirement, he began servingsame median employee, as there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. In determining that our employee population had not materially changed, we omitted the approximately 473 employees that became our employees as a consultantresult of our acquisition of Abilene Motor Express, Inc. and its related entities in March 2018.We calculated our median employee’s annual total compensation for 2018 in accordance with the title Founderrequirements of Item 402(c)(2)(x) of Regulation S-K, resulting in that employee’s annual total compensation of $49,965. The median employee’s annual total compensation includes salary, as well as incentive payments. The median employee did not receive equity awards, company matching contributions to our 401(k) plan, or health or other fringe benefits. Median employee compensation reflects that, as of December 31, 2018, approximately 6% of our employees were student drivers, which had the effect of lowering our median employee compensation.For 2018, our last completed fiscal year:The annual total compensation of our median employee was $49,965; and Chairman Emeritus and will continueThe annual total compensation of our CEO, as a memberreported in the Summary Compensation Table included in this proxy statement, was $5,186,587.Based on this information, the ratio of the Board of Directors. The following sets forth the payments, benefits received and yet to be received by Mr. Moyes in connection with his retirement: our CEO to the annual total compensation of our median employee was 104 to 1.Commencing January 1, 2017 through December 31, 2019, Mr. Moyes will serve as a non-employee consultant for which he will receiveannualized annual total compensation of $200,000 per month through December 31, 2019; Additional outstanding stock options held by Mr. Moyes on September 8, 2016 were immediately vested; andMr. Moyes’ outstanding PUs continued to vest, as if his employment continued.The agreement regarding Mr. Moyes’ consulting arrangement is subject to customary release, confidentiality, non-competition and non-solicitation provisions. The total value of the above benefits and payments is as follows:(1)Intrinsic value of the 103,306 outstanding stock options that were accelerated.(2)See note (1) to prior table. Based on the December 31, 2016 closing stock price of $24.36 per common share.SECURITYSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTThe following table sets forth, information with respect toas of April 5, 2019, the beneficial ownershipnumber and percentage of outstanding shares of our Class A common stock and Class B commonbeneficially owned by each person known by us to beneficially own more than 5% of such stock, as of March 31, 2017, for:all ofby our named executive officers and our directors, and by all of our directors and executive officers as a group;each of our named executive officers;each of our directors;group. Share information for BlackRock, Inc., The Vanguard Group, andeach beneficial owner of more than 5% of any class of our outstanding shares.The percentage of beneficial ownership of our common stock FMR LLC (and related persons) is based on 49,741,938 shares of Class B common stock issuedSchedule 13Gs and 13G/As filed by these entities, as further described in the applicable footnotes. We had outstanding and 83,518,819 shares of Class A Common Stock issued and outstanding for a total of 133,260,757173,085,156 shares of common stock issued and outstanding as of March 31, 2017. Name and Address of Beneficial Owner(1) Amount and Nature of Beneficial Ownership(2) Percent of Class (2)Named executive officers and directors David Jackson(3) 37,243 * Adam Miller(4) 27,675 * Kevin Knight(5) 2,490,650 1.4% Gary Knight(6) 4,671,508 2.7% Kevin Quast(7) 79,643 * Richard Dozer(8) 19,809 * Michael Garnreiter(9) 11,464 * Richard Kraemer(10) 19,765 * Richard Lehmann(11) 21,721 * Kathryn Munro(12) 14,979 * Roberta Roberts Shank(13) 9,963 * Robert Synowicki, Jr.(14) 9,478 * David Vander Ploeg(15) 23,953 * All current directors and executive officers as a group (20 persons) 7,510,508 4.3% Other 5% stockholders - Moyes and affiliated holdings Moyes Parties to Stockholders Agreement(16) 40,889,881 23.6% Cactus Holding Company, LLC(17) 10,751,311 6.2% M Capital Group Investors II, LLC(18) 18,873,395 10.9% Other unaffiliated third-party holdings BlackRock, Inc.(19) 11,982,774 6.9% FMR LLC(20)Abigail P. Johnson(20) 12,996,446 7.5% The Vanguard Group(21) 10,983,409 6.3% ** Represents less than 1%1.0% of the outstanding shares of our common stock or less than 1% of the voting power.stock.(1)Except as otherwise indicated, addresses are c/o Swift, 2200 South 75th(1) The address of each named executive officer, executive officer, and director, is 20002 North 19th Avenue, Phoenix, Arizona 85043.85027. The address for the Moyes Parties to the Moyes Stockholders Agreement and M Capital Group Investors II, LLC is 2710 E. Old Tower Road, Phoenix, Arizona 85034. The address for BlackRock is 55 East 52nd Street, New York, New York 10055. The address for FMR LLC and Abigail P. Johnson is 245 Summer Street, Boston, Massachusetts 02210. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.(3)Represents the percentage of only Class AIncludes (a) 4,668,123 shares of common stock outstanding.(4)Represents the percentage of total shares of outstanding Class A common stockbeneficially owned by Gary Knight over which he exercises sole voting and Class B common stock.(5)Percent of total votinginvestment power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. Each holder of Class A common stock is entitled to one vote per share of Class A common stock and each holder of Class B common stock is entitled to two votes per share of Class B common stock on all matters submitted to our stockholders fortrustee under a vote.(6)Consists of Class Brevocable trust agreement; (b) 2,785 shares owned as follows: (i) 10,595,659 Class B sharesbeneficially owned by M Capital Group Investors, LLC (a Delaware limited liability company) (“M Capital”)Gary Knight; and (c) 600 unvested RSUs granted to Mr. Knight that are scheduled to vest within 60 days. Gary Knight has pledged as security 1,509,476 of the shares that he beneficially owns.(7) Includes (a) 78,743 shares held directly by Kevin Quast; and (b) 900 unvested RSUs granted to Mr. Quast that are scheduled to vest within 60 days. (8) Includes 19,809 shares held directly by Richard Dozer. Mr. Dozer is not standing for reelection to the Board. (9) Includes 11,464 shares held directly by Michael Garnreiter. (10) Includes (a) 14,765 shares held directly by Richard C. Kraemer and (b) 5,000 beneficially owned by Richard C. Kraemer over which he exercises sole voting and investment power as the sole director of the general partner of a partnership holding the shares. Mr. Kraemer is retiring from the Board at the Annual Meeting. (11) Includes 21,721 shares held directly by Richard J. Lehmann. Mr. Lehmann is retiring from the Board at the Annual Meeting. (12) Includes (a) 13,013 shares beneficially owned by Kathryn Munro over which she and Mrs.her spouse exercise voting and investment power as a trustee under a revocable trust agreement; and (b) 1,966 shares held directly by Kathryn L. Munro.(13) Includes (a) 3,661 shares beneficially owned by Roberta Roberts Shank over which she and her spouse exercise voting and investment power as a trustee under a revocable trust agreement; and (b) 6,302 shares held directly by Roberta Roberts Shank. (14) Includes 9,478 shares held directly by Robert E. Synowicki, Jr. (15) Includes (a) 21,073 shares held directly by David Vander Ploeg; and (b) 2,880 shares covered by stock options granted to Mr. Vander Ploeg that are currently exercisable or that will become exercisable within 60 days.(16) Includes (a) 22,654 shares held by Jerry Moyes have soleand his wife, Vickie Moyes, as community property under the laws of the State of Arizona and over which they share voting and dispositive power; (i) 26,213,049 Class B(b) 130,856 shares owned by M Capital Group Investors, II, LLC (a Delaware limited liability company) (“M Capital II”) over which Mr. and Mrs. Moyes have sole voting and dispositive power; (iii) 8,354,978 Class Bunderlying unexercised stock options that are exercisable within 60 days of April 5, 2019; (c) 10,751,311 shares ownedheld by Cactus Holding Company, LLC (an Alaska limited liability company) (“Cactus I”), over which Mr. and Mrs. Moyes have sole voting and dispositive power; and (iv) 2,378,252 Class B shares owned by Cactus Holding Company, II, LLC (an Alaska limited liability company) (“Cactus II”) over which Mr. and Mrs. Moyes have sole voting and dispositive power. 2,243,252 of the Cactus II Class B shares and 1,886,860 of the Cactus II Class A shares have been pledged to secure loans to Cactus II. Notwithstanding the pledge of any shares, Mr. Moyes retains voting power of all shares.(7)Concurrently with our initial public offering in December 2010: Mr. Moyes; Jerry and Vickie Moyes, jointly; the Jerry and Vickie Moyes Family Trust; and various Moyes children’s trusts completed a private placement by a newly formed, unaffiliated trust (the “Trust”) of $262.3 million of its mandatory common exchange securities (the “2010 METs”). Subject to certain exceptions, the Trust’s securities were exchangeable into shares of our Class A common stock or alternatively to be settled in cash equal to the value of those shares of Class A common stock approximately three years following December 15, 2010, the closing date of the 2010 METs. In connection with the 2010 METs, 23,846,364 Class B shares held by: Jerry Moyes; Jerry and Vickie Moyes, jointly; the Jerry and Vickie Moyes Family Trust; and various Moyes children’s trusts were pledged to the Trust. As a consequence of the 2010 METs expiring in December 2013, on October 29, 2013, an affiliate of Mr. Moyes (M Capital II) entered into a variable prepaid forward contract (the “VPF Contract”) with Citibank, N.A. (“Citibank”) that was intended to facilitate settlement of and replace the 2010 METS. This transaction (the “VPF Transaction”) effectively replaced the 2010 METS with the VPF Contract and allowed the parties to the 2010 METS transaction to satisfy their obligations under the 2010 METS (as contemplated by their terms) without reducing the number of shares owned by these parties. The VPF Transaction also allows Mr. Moyes and certain of his affiliates, through their ownership of M Capital II, to participate in future price appreciation of the Company’s Common Stock within defined levels, and retain the voting power of the shares collateralized to secure the VPF Contract as described below. In connection with the VPF Transaction, 25,994,016 shares of Class B Common Stock are collateralized in favor of Citibank to secure M Capital II’s obligations under the VPF Contract. Also on October 30, 2015, Cactus I entered into a new VPF Contract involving 3,300,000 shares of Class B Common Stock. In May 2016, these Cactus I VPF Contracts were expanded to cover a total of 8,354,978 Class B shares and 1,951,006 Class A shares.(8)Consists of: (a) 1,951,006 Class A shares of common stock owned by Cactus I over which Mr. and Mrs. Moyes have sole voting and dispositive power, and all of which have been pledged to secure obligations of Cactus I; (b) 147,909as security; (d) 1,898,791 shares of Class A common stock underlying stock options that are vested or exercisable within 60 days of March 31, 2017; (c) 8,650,471 shares of Class A common stock beneficially ownedheld by Cactus Holding Company II, which includes 6,761,400 shares that LLC (“Cactus II has the right to acquire within 60 days of March 31, 2017 pursuant to a sale and repurchase agreement and 1,886,860 shares that have been pledged to secure a loan; and (d) 85,017 shares of Class A common stock owned by Jerry MoyesII”), over which Mr. MoyesJerry and his wife have sole voting and dispositive power.(9)For Mr. Stocking, includes: 25,624 shares of Class A common stock; 243,990 shares of Class A common stock underlying stock options that are currently exercisable; 40,947 shares of Class A common stock underlying stock options that are exercisable within 60 days of March 31, 2017; and 21,866 RSUs and PUs that are vested or will vest within 60 days of March 31, 2017.(10)For Ms. Henkels, includes: 20,786 shares of Class A common stock; 136,167 shares of Class A common stock underlying stock options that are currently exercisable; 15,209 shares of Class A common stock underlying stock options that are exercisable within 60 days of March 31, 2017; and 8,121 RSUs and PUs that are vested or will vest within 60 days of March 31, 2017.(11)For Mr. Dragash, includes: 1,960 shares of Class A common stock; 3,418 shares of Class A common stock underlying stock options that are exercisable within 60 days of March 31, 2017; and 1,644 RSUs and PUs that are vested or will vest within 60 days of March 31, 2017.(12)For Mr. Van Kirk, includes: 5,663 shares of Class A common stock; 7,477 shares of Class A common stock underlying stock options that are currently exercisable; 7,199 shares of Class A common stock underlying stock options that are exercisable within 60 days of March 31, 2017; and 3,926 RSUs and PUs that are vested or will vest within 60 days of March 31, 2017.(13)For Mr. Runnels, includes: 9,671 shares of Class A common stock; 7,752 shares of Class A common stock underlying stock options that are currently exercisable; 8,445 shares of Class A common stock underlying stock options that are exercisable within 60 days of March 31, 2017; and 4,514 RSUs and PUs that are vested or will vest within 60 days of March 31, 2017.(14)For Mr. Dozer, includes: 4,000 shares of Class A common stock underlying stock options beneficially owned that are currently exercisable; and 17,405 shares of Restricted Class A common stock for which the person has the power to vote.(15)For Mr. Vander Ploeg, includes: 4,000 shares of Class A common stock underlying stock options beneficially owned that are currently exercisable; and 21,687 shares of Restricted Class A common stock for which the person has the power to vote.(16)For Mr. Brown, includes 21,687 shares of Restricted Class A common stock for which the person has the power to vote.(17)For Mr. Riley, includes 11,227 shares of Restricted Class A common stock for which the person has the power to vote.(18)For Mr. Cárdenas, includes 11,275 shares of Restricted Class A common stock for which the person has the power to vote.(19)Consists of 10,595,659 Class B shares owned by M Capital Group Investors, LLC (a Delaware limited liability company) over which Mr. and Mrs. Moyes have sole voting and dispositive power. These shares are also included in the beneficial ownership of Mr. Moyes.(20)Consists of 26,213,049 shares of Class B common stock owned by M Capital Group II over which Mr. and Mrs. Moyes have sole voting and dispositive power. 25,994,016 of these shares are collateralized in favor of Citibank to secure M Capital II’s obligations under the VPF Contract referenced in footnote 7. These shares are also included in the beneficial ownership of Mr. Moyes.(22)Consists of (a) 2,378,252Includes shares of Class B common stock, of which 2,243,252 shares are pledgedheld directly by Cactus II for loans to Cactus II;I. Jerry and (b) 8,650,471 shares of Class A common stock, off which 1,886,860 shares are pledged by Cactus II for loans to Cactus II and 6,761,400 shares Cactus II has the right to acquire within 60 days of March 31, 2017, pursuant to a sale and repurchase agreement. With the exception of the shares subject to the sale and repurchase agreement, all shares are owned by Cactus II and Mr. and Mrs.Vickie Moyes have sole voting and dispositive power over suchthese shares. These shares are also included in the aggregate beneficial ownership of Mr. Moyes.(23)Wellington Management Group LLP(18) Includes shares held directly by M Capital II. Jerry and Vickie Moyes have sole voting and dispositive power over these shares. These shares are also included in the aggregate beneficial ownership of the parties to the Moyes Stockholders Agreement above. Mr. and Mrs. Moyes disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. 18,715,691 of these shares have been pledged as security. (19) As reported on Schedule 13G/A filed with the SEC on February 9, 2017, reports beneficial ownership of shared voting power over 6,017,236 shares of Class A common stock, shared dispositive power over 8,726,667 shares of Class A common stock, and an aggregate amount of Class A common stock beneficially owned of 8,726,667.(24)Black Rock,6, 2019, which indicates that BlackRock, Inc. Schedule 13G/A filed on January 26, 2017 reports beneficial ownership ofhas sole voting power over 4,608,86111,182,727 shares of Class A common stock and sole dispositive power over 4,791,093 shares of Class A common stock11,982,774 shares. It has shared voting power and an aggregate amount of Class A common stock beneficiary owned of 4,791,093.(25)The Vanguard groupAs reported on Schedule 13G/A filed with the SEC on February 9, 2017 reports: beneficial ownership of:13, 2019, which indicates that (a) FMR LLC has sole voting power over 151,641652,227 shares, of Class sole dispositive power over 12,996,446 shares, and shared voting and shared dispositive power over no shares; and (b) Abigail P. Johnson has sole dispositive power over 12,996,446 shares, and sole voting power, shared voting power, and shared dispositive power over no shares.(21) As reported on Schedule 13G/A common stock;filed with the SEC on February 11, 2019, which indicates that The Vanguard Group has sole voting power over 85,539 shares and sole dispositive power over 10,873,944 shares. It has shared voting power over 9,52725,216 shares of Class A common stock; sole dispositive power over 6,875,432 shares of Class A common stock;and shared dispositive power over 156,626 of Class A common stock; and an aggregate amount of Class A common stock beneficially owned of 7,032,058.109,465 shares.(26)The FMR LLC Form 13G/A filed on February 14, 2017, reports beneficial ownership of sole voting power over: 452,949 shares of Class A common stock; sole dispositive power over 9,487,038 shares; and an aggregate amount of Class A common stock beneficially owned of 9,487,038 shares.ADVISORY, NON-BINDING VOTE ON THETO APPROVE EXECUTIVE COMPENSATION OF SWIFT’S NAMED EXECUTIVE OFFICERSThe Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, (“Dodd-Frank Act”) enables our stockholders to vote approval,approve, on an advisory (non-binding)and non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. Accordingly, we are providing a vote on the resolution set forth below as required by the Dodd-Frank Act and Section 14A of the Securities Exchange Act of 1934.As discussed in our CD&A, the principal objectives of our executive compensation program isare to attract, retain, and motivate talented executives by rewarding strong business results and performance. This is done through the alignment of the executive’s interests with stockholder interests. The objectives are based on the certain core principles that we explain in greater detail in the CD&A section of this proxy statement.At the Company’s 2016 Annual Meeting of Stockholders more than 99% of the votes cast (excluding abstentions and broker non-votes) were in favor of the non-binding proposal on executive compensation. The Compensation Committee considered this a favorable outcome from stockholders and believes it reflects an endorsement of our compensation policies and philosophy. At the upcoming 2017 Annual Meeting of Stockholders, we will again hold an advisory vote to approve executive compensation. The Compensation Committee will continue to consider the results from this year’s, as well as in the future, vote on executive compensation.We believe that the Company’s executive compensation program has been effective in incentivizing the achievement of our past results. We are asking our stockholders to indicate their support for our named executive officersofficers’ compensation as described in this proxy statement. This proposal, commonly known as a “say on pay” proposal, gives you as a stockholder the opportunity to express your views regarding our fiscal year 20162018 executive compensation policies and practices for named executive officers. At the upcoming 2020 annual meeting of stockholders, we will again hold an advisory, non-binding vote to approve the compensation of our named executive officers. The vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:RESOLVED, that the stockholders of SwiftKnight-Swift Transportation CompanyHoldings Inc. approve, on an advisory and non-binding basis, the compensation paid to the named executive officers as disclosed pursuant to Item 402 of SEC Regulation S-K in the Compensation Discussion and Analysis, compensation tables and related narrative discussion in the Company’s proxy statement for the 20172019 Annual Meeting of Stockholders.Although this is an advisory vote that will not be binding on the Compensation Committee, or the Board, the Compensation Committee will carefully review the results of the vote.THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDS A VOTEFORPROPOSAL TWOPROPOSAL NO. 3:FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF SWIFT’S NAMED EXECUTIVE OFFICERSIn addition to the nonbinding advisory vote on the compensation of Swift’s named executive officers, the Dodd-Frank Act also enables our stockholders to express their preference for having future “say on pay” votes every one, two or three years. This nonbinding “frequency” vote is required at least once every six years. We held our last frequency vote at our 2011 Annual Meeting. It is the Company’s belief, and the Board’s recommendation, that this vote should occur every year.The Company’s executive compensation practices need to remain flexible and reflect the state of the Company and the industry. The Board believes that providing the Company’s stockholders with an advisory vote on executive compensation every year is consistent with the Compensation Committee’s approach to regularly evaluate executive compensation policies and procedures.For the above reasons, the Board recommends that the stockholders vote to hold future advisory votes on executive compensation every year. Each stockholder’s vote, however, is not to approve or disapprove the Board’s recommendation. When voting on this Proposal Three, each stockholder has four choices: (i) vote on executive pay every year; (ii) vote on executive pay every two years; (iii) vote on executive pay every three years; or (iv) abstain from voting. As an advisory vote, the vote on Proposal Three is not binding upon the Board or the Company. However, the Compensation Committee and the Board will consider the outcome of the vote when determining the frequency of future stockholder advisory votes on executive compensation.THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDS A VOTEFOR ONE YEARFOR PROPOSAL THREEAppointment of Independent Registered Public Accounting FirmKPMGGT audited Swift’sthe Company’s annual financial statements for the fiscal year ended December 31, 2016.2018. The Audit Committee has appointed KPMGGT to be Swift’sour independent registered public accounting firm for the fiscal year ending December 31, 2017.2019. The stockholders are asked to ratify this appointment at the Annual Meeting. Representatives of KPMGGT will be present at the meeting to respond to appropriate questions and will be given the opportunity to make a statement if they so desire.Policies Regarding Independent AuditorThe Audit Committee is directly responsible for the appointment, compensation, and oversight of the independent registered public accounting firm. The Audit Committee pre-approves all audit services and non- auditnon-audit services to be provided to Swiftthe Company by its independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member(s) to whom such authority is delegated must report, for informational purposes only, the pre-approval decisions to the Audit Committee at its next scheduled meeting.The Audit Committee may pre-approve for up to one year in advance the provision of particular types of permissible routine and recurring audit-related, tax, and other non-audit services. The Audit Committee must be informed about each such service that is actually provided, with reasonable detail, so that it may approve any expenses. In cases where a service is not covered by one of those approvals, the service must be specifically preapproved by the Audit Committee or a delegated member thereof.Each audit or non-audit service that is approved by the Audit Committee will be reflected in a written engagement letter specifying the services to be performed and the cost of such services. This approval will be signed by either a member of the Audit Committee or by an officer of Swiftthe Company authorized by the Audit Committee to sign on behalf of Swift.The Audit Committee will not approve any prohibited, non-audit service or any non-audit service that individually, or in the aggregate, may impair the independence of the independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.Vote Required For RatificationThe Audit Committee is responsible for selecting Swift’sour independent registered public accounting firm. Accordingly, stockholder approval is not required to appoint KPMGGT as Swift’sour independent registered public accounting firm for fiscal year 2017.2019. However, the Board believes that submitting the appointment of KPMGGT to the stockholders for ratification is a matter of good corporate governance. If the stockholders do not ratify the appointment, the Audit Committee will review its future selection of the independent registered public accounting firm.THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDS A VOTEFORPROPOSAL FOURTHREEAUDIT COMMICOMMITTEE REPORTTTEE REPORTThe Audit Committee, which was established in accordance with section 3(a)(58)(A) of the Exchange Act, is composed of: Richard H. Dozer (Chairman); David N. Vander Ploeg; Glenn F. Brown and José A. Cárdenas. The Board has determined that all members of the Audit Committee satisfy the independence listing standards of the NYSE and the SEC, as well as possess the requisite literacy in financial matters, to sit as a member of the Audit Committee. The Board has also made the determination that Messrs. Dozer and Vander Ploeg each has the attributes of an audit committee financial expert as defined by SEC requirements. Information about Messrs. Dozer and Vander Ploeg’s past business and educational experience is included in his respective biography in this proxy statement under the caption Proposal No. 1: Election of Directors.Swift’sour financial reporting process. The Audit Committee’s responsibilities are more fully described in its charter available at www.swifttrans.comwww.knight-swift.com.Management has the primary responsibility for the financial statements and the financial reporting process, including internal control over financial reporting. Swift’sOur independent registered public accounting firm is responsible for performing an audit of Swift’sour consolidated financial statements and expressing an opinion on the fair presentation of those financial statements in conformity with United States generally accepted accounting principles. The independent registered public accounting firm also is responsible for performing an audit of, and expressing an opinion on, the effectiveness of Swift’sour internal control over financial reporting.In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements for the fiscal year ended December 31, 2016,2018, including a discussion of, among other things:Swift’sour financial reporting procedures, disclosure controls and procedures, and internal control over financial reporting.The Audit Committee discussed with the independent registered public accounting firm: (i) the audited consolidated financial statements for the fiscal year ended December 31, 2016;2018; (ii) the firm’s judgments as to the acceptability and quality of Swift’sour accounting principles; and (iii) other matters as are required to be discussed with the Audit Committee under the standards of the Public Company Accounting Oversight Board (the “PCAOB”), including those matters required to be discussed by Accounting Standards No. 1301.In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm the firm’s independence.The Audit Committee discussed with Swift’sour internal audit department and the Company’s independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditor and the independent registered public accounting firm, with and without management present, to discuss:discuss the results of their examinations;examinations, their evaluations of Swift’sour internal controls;controls, and the overall quality of Swift’sour financial reporting.In reliance on the reviews and discussions referred to above, and the receipt of an unqualified opinion from KPMGGT dated February 17, 2017,28, 2019, with respect to the consolidated financial statements of Swiftthe Company as ofDecember 31, 2016,2018, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in Swift’sour Annual Report on Form 10-K for the fiscal year ended December 31, 2016.The Audit Committee regularly reviews with the General Counsel and internal audit any complaints received pursuant to the Company’s WhistleblowerCode of Business Conduct and Ethics (the “Code of Conduct”) and the Audit Committee Complaint Review Policy and Procedure (the “Policy”“Complaint Review Policy”) and is responsible for: (i) overseeing compliance with the Code of Conduct and Complaint Review Policy; and (ii) reviewing any investigations that were conducted with respect to the policy.This report is submitted by the Audit Committee.Michael Garnreiter - ChairpersonRichard H. Dozer — ChairmanDavid N. Vander PloegGlenn F. BrownJosé A. CárdenasRoberta Roberts ShankThe foregoing report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this report.AUDIT AND NON AUDITNON-AUDIT FEESAUDIT FEESThe aggregate fees billed to Swift by KPMG for 2016 and 2015 for professional services rendered for the audit of Swift’s annual financial statementsfollowing table sets forth, for fiscal years 20162018 and 2015 and2017, the reviews of the financial statements included in Swift’s quarterly reports were $1,779,000 and $1,774,291 respectively.AUDIT RELATED FEESThere were no audit related fees.TAX FEESThe aggregate fees billed by the Company’s independent registered public accounting firm, GT, after the 2017 Merger, and Swift’s independent registered public accounting firm, KPMG, prior to Swift by KPMG in 2016 and 2015 for professional services rendered for tax compliance, tax advice and tax planning were $119,495 and $91,884 respectively.ALL OTHER FEESSwift was not billed by KPMG in 2016 and 2015 for any products and services provided other than the services reported in the preceding two paragraphs. Grant Thornton KPMG 2018 2017 2017(5)Audit Fees(1) $1,884,429 $1,671,953 $492,400 Audit-Related Fees(2) — — 673,005 Tax Fees(3) 465 48,474 207,836 All Other Fees(4) 4,900 — — Total $1,889,794 $1,720,427 $1,373,241 (1) The aggregate fees billed for professional services rendered to the Company during 2018 and after the 2017 Merger and Swift prior to the 2017 Merger for the audit of annual financial statements, reviews of the financial statements included in quarterly reports on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings. (2) The aggregate fees billed for professional services rendered to Swift prior to the 2017 Merger that were reasonably related to the performance of the audit or review of financial statements. This category includes fees related to assistance in financial due diligence related to the 2017 Merger and general assistance with implementation of SEC requirements (3) The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. (4) The aggregate fees billed for access to GT’s research tools and subscription services. (5) Represents fees billed by KPMG through September 8, 2017. PRE-APPROVAL POLICY FOR AUDIT AND NON AUDITNON-AUDIT FEESAll audit and non-audit services performed by our independent auditors are pre-approved by the Audit Committee. The respective approving parties concluded that the provision of such services by KPMGGT was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.The Audit Committee may delegate pre-approval authority to one or more of its members. The member(s) to whom such authority is delegated must report, for informational purposes only, the pre-approval decisions to the Audit Committee at its next scheduled meeting. No audit-related, tax, or other non-audit services were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirement under Rule 2-01(c)(7)(i)(C), of SEC Regulation S-X during the year ended December 31, 2018.PROPOSAL NO. 5:STOCKHOLDER PROPOSAL REGARDING DEVELOPMENT OF A RECAPITALIZATION PLANThe International Brotherhood of Teamsters General Fund, 25 Louisiana Avenue, NW, Washington, DC 20001, which represents that itBOARD DECLASSIFICATIONProposal 4 below has been submitted for inclusion in our proxy statement by Mr. John Chevedden, 2215 Nelson Ave., No. 205 Redondo Beach, Calif. 90278, a stockholder proponent who owns 325100 shares of the Company’sour common stock,stock. The proponent has notified the Companyinformed us that the following resolution is to be presentedhe or his representatives will appear at the Annual Meeting:We have also included a statement of our Board in response to the Stockholder Proposal. The Board has determined to neither oppose nor support the Stockholder Proposal, nor to provide a voting recommendation to stockholders. The text of the Stockholder Proposal is as follows:“Proposal 4 - Elect Each Director AnnuallyRESOLVED, , shareholders ask that stockholders of Swift Transportationour Company (the “Company” or “Swift”), request thattake all the steps necessary to reorganize the Board of Directors (“Board”) retain an investment bankerinto one class with each director subject to developelection each year for a plan for recapitalization to result in one vote per share for all outstanding common stock.SUPPORTING STATEMENT:According to Swift’s 2016 proxy, the Company had 135.9 million shares of common stock outstanding. Holders of the 84.9 million shares of Class A common stock, 62% of Swift’s equity base, have one vote per share, while holders of the 51.0 million shares of non-trading Class B common stock, have two votes per share. Jerry Moyes, who in September 2016 announced he would retire as CEO at the end of 2016, and certain associates (“Moyes and Associates”), own a minority stake in Swift — (44.6% of total common stock, including all Class B shares) — yet enjoy majority control with 59.7% voting power.Swift’s February 2016 Annual Report (Form 10-K) acknowledged that the dual-class structure “may adversely affect the trading price for our Class A common stock” and that Moyes and Associates “can exert significant influence over our management and affairs and matters requiring stockholder approval ….”The 10-K also warns of potential conflicts of interest and possible adverse effect on the stock from Moyes borrowing against portions of his holdings. Swift’s 2016 proxy disclosed Moyes and Associates pledged approximately 9.3 million shares, or 15%, of their total holdings for margin loans as of March 2016. In January 2016, under the headline “A Board Struggles with its CEO’s Borrowing,” The Wall Street Journal reported the Board had to step in three times in late 2015 to give Moyes time to deal with his margin loans after a slump in Swift’s stock price forced Moyes to pledge stock exceeding the limits under Swift’s “Stock Trading Policy.”Besides stock pledged on margin, the 2016 proxy discloses that 29.2 million Class B shares collateralized Moyes and Associates’ other obligations. Together with the 9.3 million shares pledged for margin loans, Moyes and Associates have pledged 63% of their total holdings, which amounts to 28% of the outstanding shares. Because Swift’s trading policy only limits shares pledged for margin loans, it does not adequately protect public shareholders from risks posed by this overall pledging. The material risk and potential conflicts of interest caused the country’s largest proxy advisor, ISS, to recommend that stockholders vote against members of Swift’s Audit Committee for the past four years. Last year, ISS recommended against the entire Board and a vote in favor of this resolution, which received 90% support from all publicly traded Class A shares.The current dual-class stock structure makes it difficult for the Board to uphold the interests of all stockholders. Moyes’ decision to step down as CEO does not reduce the risks from his outsize influence over the company or the level of his pledging. THE BOARD OF DIRECTORS’ STATEMENT IN OPPOSITIONThe Board believes that retaining the dual class capital structure is in the best interest of the Company and its stockholders and unanimously recommends that stockholders vote AGAINST this proposal for the following reasons:The Company’s current capital structure, with both Class A common stock and Class B common stock outstanding, has been in place since the Company’s initial public offering in 2010. Accordingly, each stockholder purchasing shares of the Company’s Class A common stock has had notice of this capital structure and we believe many stockholders are attracted to the stock because of the long-term stability the Class B stockholders provide to the Company. We note that some of the most successful IPOs in recent years (e.g. , Zynga, Groupon, LinkedIn, Snap) have a multiple class voting structure because it is generally recognized that founding stockholders bring a unique long-term perspective to company performance.In addition, the Board believes that the dual class capital structure promotes stability and continuity in the leadership and management of the Company. This allows the Company to focus on long-term objectives. In the face of difficult challenges, management of companies with a single class of stock can become singularly focused on maximizing short-term value and performance at the expense of long-range planning in an effort to justify its business plans. The Board believes that the dual class capital structure reduces the risk of disruption in the continuity of the Company’s current operational policies and strategy by allowing management to pursue strategies that it believes will enhance the long-term profitability of the Company. Mr. Moyes’ involvement with the Company has greatly benefited all stockholders and the long history of the Moyes family’s involvement in the Company has been one of its greatest strengths.The Board also believes that the dual class capital structure enhances the Company’s ability to attract and retain highly qualified key employees. The Company’s ability to issue Class A common stock-based equity awards increases its flexibility in structuring compensation plans so that management and key employees can participate in the growth of the Company.Finally, the Company has a well-developed governance structure that demonstrates the Board’s commitment to fostering independence, avoiding conflicts of interest and providing for strong and independent oversight of the Company’s business. Even though the Company qualifies as a “controlled company” within the meaning of the corporate governance listing standards of the NYSE, consistent with the Company’s goal to implement strong corporate governance standards, the Company does not elect to be treated as a “controlled company” under the rules of the NYSE. Accordingly, all but two of our directors are fully independent under the NYSE standards and only independent directors serve on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. All directors are elected annually by a required majority of votes cast in uncontested director elections and are required to act in the best interests of all stockholders, in accordance with their fiduciary duties under Delaware law. In addition, the Board requires the separation of the offices of theArthur Levitt, former Chairman of the BoardSecurities and Exchange Commission said, “In my view it's best for the CEO and, so long asinvestor if the CEOentire board is elected once a permitted holder or an affiliated person (as defined in our certificateyear. Without annual election of incorporation), the Chairman of the Board also must be an independent director. The Company also has in place a written policy regarding the review and approval of all transactions between the Company and any of our executive officers, directors and their affiliates, which policy may only be amended by an affirmative vote of a majority of our independent directors, including the affirmative vote of the independent Chairman of the Board.THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDS A VOTEAGAINSTTHE STOCKHOLDER PROPOSAL REGARDING DEVELOPMENT OF ARECAPITALIZATION PLANSTOCKHOLDER PROPOSAL TO ADOPT SHAREHOLDER PROXY ACCESSJohn Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278,each director shareholders have far less control over who represents that he owns 300 sharesthem.”A total of the Company’s common stock, has notified the Company that the following resolution is to be presented at the79 S&P 500 and Fortune 500 companies, worth more than $1 Trillion dollars, also adopted this important proposal topic since 2012. Annual Meeting:RESOLVED: Shareholders ask the Board of Directors to provide proxy access for shareholder nominees forelections are widely viewed as a corporate governance best practice. Annual election to the Board, with the following essential elements:1.Nominating shareholder or shareholder groups (“Nominators”) must beneficially own 3% or more of the Company’s outstanding common stock (“Required Stock”) continuously for at least three years and pledge to hold such stock through the annual meeting.2.Nominators may submit a statement not exceeding 500 words in support of each nominee to be included in the Company proxy materials.3.The number of shareholder-nominated candidates eligible to appear in Company proxy materials shall be one-quarter of the directors then serving or two, whichever is greater.4.No limitation shall be placed on the number of shareholders who can aggregate their shares to achieve the challenging 3% of required stock for a continuous 3-years.5.No limitation shall be placed on the re-nomination of shareholder nominees by Nominators based on the percentage of votes received in any election.6.The Company shall not require that Nominators pledge to hold stock after the meeting if their nominees fail to win election.7.Loaned securities shall be counted as belonging to any nominating shareholder who represents it has the legal right to recall those securities for voting purposes and will hold those securities through the date of the meeting.Proxy access is a fundamental shareholder right that willdirector could make directors more accountable, and enhance shareholderthereby contribute to improved performance and increased company value. A 2014 Chartered Financial Analyst Institute study concluded that proxy access would “benefit bothThis is particularly important since our stock price fell from $42 to $34 in the markets and the corporate boardrooms, with little cost or disruption” and could raise overall US market capitalization byyear leading up to $140 billion is adopted market wide.(http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1).Shareholder proposals callingthe due date for proxy access have recently received overwhelming shareholder support, gaining a majority at 123 companies out of 198 facing such a proposal since 2015. Kaye Scholar partner Nicholas O’Keefe recently observed, “Companies are going to lose trying to fight proxy access” Of the 72 similar proposals presented by the New York Comptroller in 2016, the vast majority were withdrawn when companies agreed to adopt a similar version of proxy access.In addition to public pension fund support, at an SEC investor Advisory Committee meeting a representative from BlackRock, the largest asset manager in the world, stated the firm supports proxy access as a fundamental right, generally on terms consistent with the proposed 2011 SEC rule. TIAA-CREF sent a letter to its 100 largest holdings requesting that they adopt proxy access bylaws consistent with the 3% ownership threshold included in the 2011 SEC rule. Please vote to enhance shareholder value: yes:Shareholder Proxy Access—Elect Each Director Annually - Proposal 64”OPPOSITIONThe Board believes adopting proxy access is nothas considered the Stockholder Proposal and has determined to neither oppose nor support the Stockholder Proposal, nor to provide a voting recommendation to stockholders. In conducting its review of the Stockholder Proposal, the Board considered the common arguments in favor of, and in opposition to, a classified board structure. Supporters of a classified board structure contend that a classified board structure (i) allows directors to focus on the long-term best interest of the Companycompany and its stockholders by strengthening the independence of non-employee directors against the short-term focus of some investors and unanimously recommends that stockholders vote AGAINST this proposalspecial interest, (ii) provides a stable and continuous board, allowing for the following reasons:Whiledevelopment of institutional knowledge, and (iii) reduces vulnerability to abusive takeover tactics and threats by activist investors. Opponents of a classified board structure contend that a classified board structure (i) diminishes directors’ accountability to stockholders and (ii) gives stockholders less influence over a company’s corporate governance policies. The Board would like to use the Stockholder Proposal to provide an opportunity for stockholders to express their views on the topic without any influence that a voting recommendation from the Board recognizes proxy access ismight have.If approved, the Stockholder Proposal would not automatically eliminate our classified board structure. In order to eliminate the classified board, a topicformal amendment to our certificate of growing interest to investors,incorporation and bylaws would be required. To amend our certificate of incorporation, (i) the Board believes this proposal advances a solution for a problem that does not exist at the Company and in any event failswould need to include market-based safeguards to prevent abuse. The proponent of this proxy access proposal did not set forth in his proposal any perceived Company-specific governance shortcoming.The Nominating and Corporate Governance Committee has a policy that it will consider recommendations for directors proposed by stockholders. The Nominating and Corporate Governance Committee believes it is bests able to more thoroughly evaluate potential Board nominees through its established processes than would be the case with respect to a proxy access nominee. Pursuant to its charter and the rules of the New York Stock Exchange, the Nominating and Corporate Governance Committee is responsible for identifying, screening, and recommending qualified candidates to the Board for Board membership. As part of this process, the Nominating and Corporate Governance Committee identifies, evaluates and recruits qualified director candidates and recommends them to the Board. The Nominating and Corporate Governance Committee considers potential candidates for director, who may come to the attention of the Nominating and Corporate Governance Committee through current directors, management, professional search firms, stockholders or other persons. The Nominating and Corporate Governance Committee considers and evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a Board member, management, search firm or other sources. If the Nominating and Corporate Governance Committee determines that an additional or replacement director is necessary or advisable, the Nominating and Corporate Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a potential director candidate. This would include interviewing the candidate, engaging an outside firm to gather additional information about the candidate and making inquiries of persons with knowledge of the candidate’s qualifications and character. In its evaluation of potential director candidates, including the members of the Board eligible for re-election, the Nominating and Corporate Governance Committee considers the current size, composition and needs of the Board and each of its committees. This proxy access proposal does not require a proxy access nomineedeclare declassification to be subject to the critical evaluation performed by the Nominatingadvisable and Corporate Governance Committee.Although this proposal provides for a 3% ownership threshold before a stockholder may submit a director nomination, it would enable an unlimited number of Shareholders to form a group to satisfy this threshold, which the Board believes is not typical for companies that have adopted proxy access bylaws. As a result, large groups of stockholders with very low individual ownership stakes in the Company (and, unlike the Board of Directors, no fiduciary duties to the Company or the Company’s other stockholders) could seek to change the Board composition and priorities to promote a narrowly-focused or short-term agenda that may not be in the best interests of the Company and itsour stockholders asand (ii) such amendment would need to be submitted to stockholders for approval at a whole.The proposal also does not include other market-based safeguards, including, among others: (i)subsequent meeting of stockholders. Therefore, a requirement that compensation arrangements between the nominating stockholder/group and the stockholder nominee be disclosed, (ii) the inclusion of a provision barring stockholder nominees from re-nomination for two years if they do not receive at least 25 percentvote in favor of the votes cast, and (iii)Stockholder Proposal would constitute a requirementrecommendation that the nominating stockholder/group orBoard initiate this amendment process.The discussion above is qualified in its representative be present atentirety by reference to the annual meeting. Furthermore, the Board believes most companies that have adopted proxy access bylaws have limited the number of board seats available to proxy access nominees to 20%actual provisions of the current Board seats. This proposal sets limit on number of board seats available to proxy access nominees at one quarter of the directors then serving or two, whichever is greater. The Company’s Board of Directors is currentlycomprised of six members and thus under this proposal up to 33.3% of the board could be comprised of proxy access nominees,Stockholder Proposal, which is a level farcontained in excess of what the Board of Directors believes to be customary. The Board intends to continue to monitor developments in the area ofthis proxy access and to listen to stockholders, but believes it is not in the best interest of the Company and its stockholders to adopt this particular proxy access proposal. The Board believes the Company and its stockholders are best served by a deliberate approach on this issue, informed by further stockholder engagement and consideration of best practices as they emerge.THE BOARD OF DIRECTORS UNANIMOUSLYRECOMMENDS A VOTEAGAINSTADOPTSTOCKHOLDERS. IT IS INTENDED THAT, UNLESS OTHERWISE INSTRUCTED, THE SHARES REPRESENTED BY PROXY ACCESSSECTION 16(a) BENEFICIAL OWNERSHIPOWNERSHIP REPORTING COMPLIANCEExecutive officers, directors, and “beneficial owners” of more than ten percent of our common stock must file initial reports of ownership and changes in ownership with the SEC under Section 16(a) of the Exchange Act. SEC regulations require these reporting persons to furnish us with copies of all Forms 3, 4, and 5, and amendments thereto, that they file with the SEC. Based solely on our review of the copies of such forms furnished to us, or representations that no forms were required, we believe that during 20162018 and through the date of this filing all of our officers, directors, and greater than ten percent beneficial owners complied with all filing requirements of Section 16(a) of the Exchange Act,QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGWHEN AND WHERE IS THE ANNUAL MEETING?Date: Thursday, May 30, 2019 Time: 8:30 a.m., Local Time Location: 20002 North 19th AvenuePhoenix, Arizona 85027WHAT MATTERS WILL BE VOTED UPON AT THE ANNUAL MEETING?At the Annual Meeting, you will be asked to:Vote on a proposal to elect three Class II directors, each such director to serve a term of three years, and two Class III directors, each such director to serve a term of one year;Vote (on an advisory, non-binding basis) to approve executive compensation;Vote on a proposal to ratify the appointment of GT as our independent, registered public accounting firm for fiscal year 2019;Vote on a stockholder proposal regarding Board declassification, if properly presented; andTransact such other business as may properly come before the Annual Meeting or any adjournments thereof.WHAT CONSTITUTES A QUORUM?The presence, either in person or by proxy, of the holders of shares of our common stock representing at least a majority of the voting power of our common stock outstanding and entitled to vote is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes, which are described in more detail below, are counted as shares present at the Annual Meeting for purposes of determining whether a quorum exists.WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING?If a quorum is not present at the meeting, the holders of a majority of voting power of the shares entitled to vote at the meeting who are present, in person or represented by proxy, or the chairperson of the meeting, may adjourn the meeting until a quorum is present or represented. The time and place of the adjourned Annual Meeting will be announced at the time the adjournment is taken and no other notice will be given.WHO IS ENTITLED TO VOTE?Only stockholders of record of our common stock at the close of business on April 5, 2019, which is the record date, are entitled to notice of, and to vote at, the Annual Meeting. Shares that may be voted include shares that are held:directly by the stockholder of record; andbeneficially through a broker, bank, or other nominee.Each share of our common stock will be entitled to one vote on all matters submitted for a vote at the Annual Meeting. As of the record date, April 5, 2019, there were 173,085,156 shares of our common stock issued and outstanding and entitled to be voted at the Annual Meeting.WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A “REGISTERED OWNER” AND A “BENEFICIAL OWNER”?Most of our stockholders hold their shares through a broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between registered shares and those owned beneficially:Registered Owners - If your shares are registered directly in your name with our transfer agent, Equiniti, you are, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.Beneficial Owners - If your shares are held in a brokerage account, bank, or by another nominee, you are, with respect to those shares, the “beneficial owner” of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote or to vote in person at the Annual Meeting. However, since you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from your broker, bank, or other nominee (who is the stockholder of record) giving you the right to vote the shares.WHAT IS A BROKER NON-VOTE?Generally, a “broker non-vote” occurs when a broker, bank, or other nominee that holds shares in “street name” for a customer is precluded from exercising voting discretion on a particular proposal because the: (i) beneficial owner has not instructed the nominee on how to vote and (ii) nominee lacks discretionary voting power to vote on such issues.Under the rules of the New York Stock Exchange (“NYSE”), as discussed below, a nominee does not have discretionary voting power with respect to the approval of “non-routine” matters absent specific voting instructions from the beneficial owners of such shares.WHAT IS THE EFFECT OF NOT CASTING YOUR VOTE?Under the rules of the NYSE, a record holder does not have discretionary voting power with respect to the approval of “non-routine” matters absent specific voting instructions from the beneficial owners of such shares. Other than the proposal to ratify the appointment of GT, all of the proposals are considered non-routine matters. Therefore, your shares will not be voted without your specific instructions. Thus, if you hold your shares in street name and you do not instruct your record holder how to vote in the election of directors (Proposal 1), the advisory, non-binding vote to approve executive compensation (Proposal 2), or the vote on the stockholder proposal regarding Board declassification (Proposal 4), no votes will be cast on your behalf. Your record holder will, however, continue to have the ability to vote your shares in its discretion on the ratification of the appointment of GT as our independent registered public accounting firm for fiscal year 2019 (Proposal 3).WHAT STOCKHOLDER APPROVAL IS NECESSARY FOR APPROVAL OF THE PROPOSALS?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.Advisory, Non-Binding Vote to Approve Executive Compensation (Proposal 2)Approval of this resolution requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal. While this vote is required by law, it is not binding on the Company or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.Ratification of the Appointment of GT as our Independent Registered Public Accounting Firm for Fiscal Year 2019 (Proposal 3)The ratification of the Audit Committee’s appointment of GT as our independent registered public accounting firm for fiscal year 2019 requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal. Stockholder ratification is not required for the appointment of our independent registered public accounting firm. However, we are submitting the proposal to solicit the opinion of our stockholders.Vote on Stockholder Proposal Regarding Board Declassification (Proposal 4)Approval of this proposal, if properly presented, requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal.MAY I VOTE MY SHARES IN PERSON AT THE ANNUAL MEETING?If you are the registered owner of shares of our common stock on the record date, you have the right to vote your shares in person at the Annual Meeting.If you are the beneficial owner of shares of our common stock on the record date, you may vote these shares in person at the Annual Meeting if you have requested a legal proxy from your broker, bank, or other nominee (the stockholder of record) giving you the right to vote the shares at the Annual Meeting. You will need to complete such legal proxy and present it to us at the Annual Meeting.Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy card or voting instructions so that your vote will be counted if you later decide not to attend the Annual Meeting.HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE ANNUAL MEETING?If you are a registered owner, you may instruct the named proxy holders on how to vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided with this proxy statement, or by using the internet voting site or the toll-free telephone number listed on the proxy card. Specific instructions for using the internet and telephone voting systems are on the proxy card. The internet and telephone voting systems will be available until 11:59 p.m. Eastern Time on Wednesday, May 29, 2019 (the day before the Annual Meeting).If you are the beneficial owner of shares held in street name, you should instruct your broker, bank, or other nominee on how to vote your shares. Your broker, bank, or other nominee has enclosed with this proxy statement a voting instruction card for you to use in directing your nominee on how to vote your shares. The instructions from your nominee will indicate whether internet or telephone voting is available and, if so, will provide details regarding how to use those systems.HOW WILL MY PROXY BE VOTED?Shares represented by a proper proxy (in paper form, by Internet, or by telephone) that is received in a timely manner, and not subsequently revoked, will be voted at the Annual Meeting or any adjournment or postponement thereof in the manner directed on the proxy. David Jackson and Adam Miller are named as proxies on the proxy form and have been designated by the Board as proxies to represent you and vote your shares at the Annual Meeting. All shares represented by a proper proxy on which no choice is specified will be voted:(1) FOR the election of three Class II directors, each such director to serve a term of three years and two Class III directors, each such director to serve a term of one year;(2) FOR the resolution approving, on an advisory, non-binding basis, executive compensation;(3) FOR the ratification of the appointment of GT as our independent registered public accounting firm for fiscal year 2019;(4) ABSTAIN with respect to the stockholder proposal regarding Board declassification, if properly presented; and(5) In accordance with the proxy holder’s best judgment, as to any other business that properly comes before the Annual Meeting. MAY I REVOKE MY PROXY AND CHANGE MY VOTE?Yes. You may revoke your proxy and change your vote at any time prior to the vote at the Annual Meeting.If you are the registered owner, you may revoke your proxy and change your vote by:submitting a new proxy bearing a later date (which automatically revokes the earlier proxy);giving notice of your changed vote to us in writing mailed to the attention of Todd Carlson, Secretary, at our corporate office specified above;attending the Annual Meeting and giving oral notice of your intention to vote in person; orre-voting by telephone or internet.You should be aware that simply attending the Annual Meeting will not in and of itself constitute a revocation of your proxy.WILL MY VOTE BE KEPT CONFIDENTIAL?Yes, your vote will be kept confidential and not disclosed to us unless:required by law;you expressly request disclosure on your proxy; orthere is a proxy contest.WHO WILL PAY THE COSTS OF SOLICITING PROXIES?We will bear all costs of this proxy solicitation. Proxies may be solicited by mail, e-mail, telephone, or by other electronic means and our directors, officers, and regular employees may solicit proxies personally or by mail, e-mail, telephone, or other electronic means for which solicitation they will not receive any additional compensation. We will reimburse brokerage firms, custodians, fiduciaries, and other nominees for their out-of-pocket expenses in forwarding solicitation materials to beneficial owners upon our request. We have engaged Okapi Partners LLC to assist us in soliciting proxies. We anticipate paying a fee of $15,000 plus expenses for these services.WHAT OTHER BUSINESS WILL BE PRESENTED AT THE ANNUAL MEETING?As of the date of this proxy statement, the Board knows of no other business that may properly be, or is likely to be, brought before the Annual Meeting. If any other matters should arise at the Annual Meeting, the persons named as proxy holders, David Jackson and Adam Miller, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If, for any unforeseen reason, any director nominees are not available to serve as a director, the named proxy holders will vote your proxy for such other director candidate or candidates as may be nominated by the Board.WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?We intend to report voting results of the Annual Meeting on Form 8-K within four business days after the Annual Meeting.WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?You may receive more than one set of voting materials. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a registered owner and your shares are registered in more than one name you will receive more than one proxy card. Please vote each proxy and instruction card that you receive.WHO CAN HELP ANSWER MY QUESTIONS?If you have questions concerning a proposal, or the Annual Meeting, are requesting copies of this proxy statement, or if you need directions to or special assistance at the Annual Meeting, please call our Secretary at (602) 606-6684 or e-mail the Secretary at tcarlson@knighttrans.com. In addition, information regarding the Annual Meeting is available via the Internet at our website, www.knight-swift.com.OTHER MATTERSWe are not aware of any other matters to be conducted at the meeting. The Company’s bylawsby-laws require stockholders to give advance notice of any proposal intended to be presented at the Annual Meeting, including the nomination of directors.Meeting. The deadline for this notice has passed and we did not receive any such notices. If any other matter properly comes before the stockholders for a vote at the meeting, the proxy holders will vote your shares in accordance with their best judgment.ADDITIONAL INFORMATIONUpon request, the Company will provide by first class mail, to each stockholder of record on the record date, without charge, a copy of this proxy statement, the proxy card, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2018, including the required financial statements and financial statement schedules. Written requests for this information should be directed to: Corporate Secretary, SwiftKnight-Swift Transportation Company, 2200 South 75thHoldings Inc., 20002 North 19th Avenue, Phoenix, Arizona 85043.STOCKHOLDER PROPOSALSStockholderTo be eligible for inclusion in our proxy materials relating to the 2020 Annual Meeting of Stockholders, stockholder proposals intended to be presented at the 2018 annualthat meeting of stockholders(other than proxy access nominations) must be received in writing by us on or before December 21, 2019. However, if the Company no laterdate of the 2020 Annual Meeting of Stockholders is more than December 15, 2017 to be eligiblethirty days before or after May 30, 2020, then the deadline for submitting any such stockholder proposal for inclusion in the Company’s proxy statement and formmaterials relating to the 2019 Annual Meeting of Stockholders shall be a reasonable time before we begin to print or mail such proxy for next year’s meeting. materials.If, pursuant to our by-laws, any stockholder intends to present a proposal at the 2018 annual meeting2020 Annual Meeting of stockholdersStockholders without inclusion of such proposal in our proxy materials, including director nominations, we must receive notice of such proposal no earlier than January 24, 201831, 2020, and no later than February 23, 2018.March 1, 2020. Any notice received prior to January 24, 201831, 2020, or after February 23, 2018March 1, 2020 is untimely. However, if the date of the 2019 Annual Meeting of Stockholders is more than thirty days before or after May 30, 2020, notice by the stockholder in order to be timely must be received not later than the close of business on the tenth day following the first day on which the notice of the date of the 2019 Annual Meeting was mailed or public disclosure of the date of the annual meeting was otherwise made, whichever occurs first. Pursuant to Rule 14(a)-4(c)(1) under the Exchange Act, the proxy holders designated by an executed proxy in the form accompanying our proxy statement for our next annual meeting will have discretionary authority to vote on any such untimely stockholder proposal that is considered at the next annual meeting.Proposals (other than proxy access nominations) must concern a matter that may be properly considered and acted upon at the Annual Meetingannual meeting in accordance with applicable laws and regulations and the Company’s bylawsour by-laws, committee charters, and policies, and must otherwise comply with Rule 14a-8 of the Exchange Act and we reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these requirements. ProposalsUnder the proxy access provisions of our by-laws, stockholder who meet the requirements set forth in our by-laws may submit director nominations for inclusion in the proxy materials. Proxy access nominations for the 2019 Annual Meeting of Stockholders must be received by the Company no earlier than November 21, 2019, and no later than December 21, 2019, assuming the date of the 2020 Annual Meeting of Stockholders is not more than thirty days before or after May 30, 2020, and must meet all requirements set forth in our by-laws.All stockholder proposals (including proxy access nominations) should be sent via certified mail, return receipt requested, addressed to Swiftthe attention of Todd Carlson, Secretary, and mailed to Knight Transportation, Company, Attention: CorporateInc.; c/o Todd Carlson, Secretary, 2200 S. 75th Ave.,20002 North 19th Avenue, Phoenix, Arizona 85043.85027.NON-GAAP RECONCILIATION AND DEFINITIONSFREE CASH FLOW 2018 (in millions) GAAP: Cash flows from operations $ 882.0 Adjusted for: Proceeds from sale of property and equipment, including assets held for sale 225.8 Purchases of property and equipment (756.0 ) Non-GAAP: Free cash flow $ 351.8 LEASE ADJUSTED LEVERAGE RATIOLease adjusted leverage ratio represents Leverage Ratio adjusted to include the Lease Adjustment in Net Leverage while also adding back the corresponding rent expense into Adjusted EBITDA. Leverage Ratio is calculated in accordance with the provisions of Knight-Swift's senior credit facility. The Lease Adjustment is management's estimated value of off-balance sheet operating leases if they were capital leases. The Lease Adjustment is used by management for analysis purposes only and does not purport to be calculated in the same manner or intended for the same purpose as the right-of-use asset and liability calculations prescribed under US GAAP. Net Leverage is on-balance sheet debt net of unrestricted cash and cash equivalents at the balance sheet date and is calculated in accordance with the provisions of Knight-Swift's senior credit facility. Adjusted EBITDA is earnings before interest, taxes, depreciation, and amortization, less certain adjustments pursuant to Knight-Swift's senior credit facility.FORWARD-LOOKINGFORWARD-LOOKING STATEMENTSThis proxy statement contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995.1995, as amended. These statements are based on management’s current expectations and involve substantial risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include, but are not limited to, statements made in the Compensation Discussion and Analysis section of this proxy statement regarding future actions and benefits relating to our executive compensation programs and our intention to not elect to be treated as a controlled company under NYSE rules.programs. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned under the heading “Risk Factors” in our annual report on Form 10-K, (accompanying this report), and in the periodic reports that we file with the SEC on Form 10-Q and Form 8-K.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX]
Knight Transportation Swift Transportation Knight-Swift Transportation Holdings Inc. Attn: Proxy Dept. 20002 North 19th Avenue Phoenix, AZ 85027 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. (MST) on May 23, 2017.P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Knight-Swift Transportation Holdings Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSSTOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by our companyKnight-Swift Transportation Holdings Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materialsstockholder communications electronically in future years. TO VOTE, BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. (MST) on May 23, 2017. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SWIFTMARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E68934-P21367-Z74602 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY KNIGHT-SWIFT TRANSPORTATION COMPANY 2200 S. 75TH AVENUE PHOENIX, ARIZONA 85043 E26619-P88299 SWIFT TRANSPORTATION COMPANYHOLDINGS INC. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s)Class II or Class III Nominee(s), mark “For All Except” and write the number(s) of the nominee(s)Class II or Class III Nominee(s) on the line below. For All Except The Board of Directors Recommends a Vote FOR each of the Directors listed below: ! ! ! 1. Election of Directors Nominees: 04) Jerry Moyes 05) William F. Riley, III 06) David Vander Ploeg 01) Richard H. Dozer 02) Glenn Brown 03) José A. Cárdenas The Board of Directors recommends a vote AGAINST Proposal 5: For Against Abstain The Board of Directors recommends a vote FOR Proposals 1 through 3. Proposal 2: AbstainNo. 1: Election of Class II Directors, each such director to serve a term of three years. NOMINEES: 1. Michael Garnreiter 2. David Vander Ploeg 3. Robert Synowicki, Jr. Election of Class III Directors, each such director to serve a term of one year. NOMINEES: 4. David Jackson 5. Kevin Knight For Against ! ! ! ! ! ! 5. Shareholder proposal to develop a recapitalization plan. 2.Abstain Proposal No. 2 : Advisory, non-binding vote to approve executive compensation. Proposal No. 3: Ratification of the compensationappointment of Swift's named executive officers.Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2019. The Board of Directors recommends a vote AGAINST Proposal 6: The Board of Directors recommendsdoes not recommend a vote FOR 1 Year: Abstain 3 Years 1 Year 2 Years ! ! ! ! ! ! ! 6. Shareholderor AGAINST Proposal 4. Proposal No. 4: Stockholder proposal to adopt proxy access. 3. To recommend, by non-binding vote, the frequency of future advisory votes on the compensation of Swift's named executive officers. For Abstain Against Theregarding Board of Directors recommends a vote FOR Proposal 4: ! ! ! 4. Advisory vote to ratify the appointment of KPMG LLP as Swift's Independent public accountants for fiscal 2017. !declassification, if properly presented. For address changes and/or comments, please check this box and write them on the back where indicated. Other Action: In their discretion, the proxies are also authorized to vote upon such other matters as may properly come before the annual meeting or any adjournments thereof. THIS PROXY CARD IS VALID ONLY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS. Please sign exactly as your name(s) appear(s) hereon.SIGNED AND DATED. Your signature below should conform to the name in which the shares are held. When shares are held by joint tenants, both must sign. When signing as attorney, executor, administrator, trustee, or other fiduciary,guardian, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation, or partnership, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized officer. V.1.1 Importantperson. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
aKnight-Swift Transportation Holdings Inc. stockholder, you can view the stockholder account on a secured Internet website. By accessing EQ Shareowner Online at www.shareowneronline.com, you can view the account profile, stock detail, and historical stock price information. You can also change your address. In addition, you can use this site to consent to future access to Knight-Swift's annual reports and proxy materials electronically via the Internet. Knight-Swift also provides access to stockholder information, including its annual report and proxy statement, through its website at www.knight-swift.com.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is available at www.proxyvote.com. Detach here from proxy card E68935-P21367 Z74602 Knight-Swift Transportation Holdings Inc. 20002 North 19thAvenue Phoenix, Arizona 85027 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD Thursday, May 30, 2019, 8:30 A.M., Local Time By executing this Proxy, the stockholder constitutes and appoints the President and Chief Executive Officer, David Jackson, and the Chief Financial Officer and Treasurer, Adam Miller, and each of them, as proxies for the stockholder (or if only one proxy is present, that one shall have all power granted herein), with full power of substitution, who may, and by a majority of such proxies, represent the stockholder and vote all shares of common stock that the stockholder is entitled to vote at the Annual Meeting of Stockholders of Knight-Swift Transportation Holdings Inc. to be held on May 30, 2019, at 8:30 A.M., Local Time at 20002 North 19th Avenue, Phoenix, Arizona 85027, or at any adjournment thereof, on all matters described in the Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. E26620-P88299 SWIFT TRANSPORTATION COMPANY ANNUAL MEETING OF STOCKHOLDERS Wednesday, May 24, 2017 9:00 a.m. Local Time Swift Corporate Offices 2200 S. 75th Ave. Phoenix, Arizona 85043 proxy This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 24, 2017. The shares of stock held in this account will be voted as specifiedset forth on the reverse side. If no choice is specified, the proxy will be voted "FOR" the electionThe stockholder acknowledges receipt of the director nominees in Proposal 1, "FOR" Proposals 2Notice and 4, "1 Year"Proxy Statement for Proposal 3, and "AGAINST" Proposals 5 and 6. By signing the proxy, you revoke all prior proxies and appoint Virginia Henkels and Mickey R. Dragash, and each of them with full powers of substitution, to vote these shares on the matters shown on the reverse side and any other matters which may come before the2019 Annual Meeting of Stockholders, grants authority to any of said proxies, or their substitutes, to act in the absence of others, with all the powers which the stockholder would possess if personally present at such meeting, and ratifies and confirms all adjournments. Swift Transportation Company 2200 S. 75th Ave. Phoenix, Arizona 85043 _____________________________________________________________________________________________________________ Address Changes/Comments: _______________________________________________________________________________ ________________________________________________________________________________________________________ (If you noted any Address Changes/Comments above, please mark corresponding box onthat said proxies, or their substitutes, may lawfully do in the reverse side.) Continuedstockholder's name, place, and to be signed on reverse side V.1.1 stead. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC., AND THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE CLASS II AND CLASS III NOMINEES NAMED IN PROPOSAL NO. 1, EACH CLASS II DIRECTOR TO SERVE A TERM OF THREE YEARS, AND EACH CLASS III DIRECTOR TO SERVE A TERM OF ONE YEAR, "FOR" PROPOSALS NO. 2 AND 3, AND DOES NOT RECOMMEND A VOTE “FOR” OR “AGAINST” PROPOSAL NO. 4. IF NO CHOICE IS SPECIFIED BY YOU, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE CLASS II AND CLASS III NOMINEES NAMED IN PROPOSAL NO. 1, EACH CLASS II DIRECTOR TO SERVE A TERM OF THREE YEARS, AND EACH CLASS III DIRECTOR TO SERVE A TERM OF ONE YEAR, “FOR" PROPOSALS NO. 2 AND 3, AND "ABSTAIN" ON PROPOSAL NO. 4. THE PROXIES, IN THEIR DISCRETION, ARE ALSO AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF. ADDRESS CHANGES/COMMENTS SEE REVERSE SIDE TO BE SIGNED ON THE REVERSE SIDE SEE REVERSE SIDE
