Kevin Knight retires as Knight-Swift (NYSE: KNX) chair; Vander Ploeg named board leader
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Knight-Swift Transportation Holdings Inc. announced that founder and Executive Chairman Kevin Knight retired from the board effective June 3, 2026. The board appointed Lead Independent Director David Vander Ploeg as Chair, continuing the company’s leadership transition to non-founder directors.
The company and Mr. Knight entered into a Retirement and Consulting Agreement under which he will provide consulting and other services for 24 months after his retirement. In exchange for these services, his covenants, and forfeiture of all unvested equity awards as of the effective date, Mr. Knight will receive a $20.25 million fee: $10.125 million payable on June 12, 2026 and $10.125 million payable in equal monthly installments over the following 24 months, plus certain medical benefit premiums and reimbursement of specified legal fees.
Positive
- None.
Negative
- None.
Insights
Founder retires, governance shifts toward independent leadership with a sizable consulting package.
Knight-Swift is formalizing the transition from founder-led oversight as Kevin Knight retires as Executive Chairman and leaves the board. The move to appoint Lead Independent Director David Vander Ploeg as Chair reflects a more conventional, independent board structure.
The $20.25 million consulting and retirement package, tied to a 24-month consulting term and forfeiture of unvested equity, is substantial but structured with both an upfront payment and installments. It also includes non-compete, non-solicit, and confidentiality covenants that may help protect the franchise and relationships Kevin Knight helped build.
Overall, this appears to be a planned leadership evolution rather than an abrupt change, as the company highlights Mr. Knight’s long tenure and continued advisory role. Subsequent company communications and performance metrics in future reporting periods will show how effectively the independent-led board maintains culture and strategy continuity.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Consulting and retirement fee: $20.25 million
Initial lump-sum payment: $10.125 million
Installment payments: $10.125 million
+2 more
5 metrics
Consulting and retirement fee
$20.25 million
Total fee under Retirement and Consulting Agreement
Initial lump-sum payment
$10.125 million
Payable on June 12, 2026
Installment payments
$10.125 million
Paid in equal monthly installments over 24 months
Consulting term length
24 months
Period after June 3, 2026 effective retirement date
Retirement effective date
June 3, 2026
Kevin Knight’s resignation as Executive Chairman and director
Key Terms
Retirement and Consulting Agreement, Lead Independent Director, non-competition, Executive Chairman, +1 more
5 terms
Retirement and Consulting Agreement financial
"On June 4, 2026, the Company and Mr. Knight entered into a Retirement and Consulting Agreement"
Lead Independent Director financial
"Mr. Vander Ploeg has served as the Lead Independent Director of the Board since May 2023"
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
non-competition financial
"Mr. Knight agreed in the Agreement to certain non-solicitation, non-interference, non-competition, confidentiality and mutual non-disparagement obligations"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
Executive Chairman financial
"Mr. Kevin Knight resigned as Executive Chairman of the Board of Directors"
An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock value.
Nominating and Corporate Governance Committee financial
"and chairs the Board’s Nominating and Corporate Governance Committee"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2026
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
(Address of principal executive offices and zip code)
(602 ) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||||||||||||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | ||||
Retirement of Mr. Kevin Knight; Appointment of Mr. David Vander Ploeg as Chair of the Board
On June 3, 2026, Mr. Kevin Knight resigned as Executive Chairman of the Board of Directors (the “Board”) and member of the Board of Knight-Swift Transportation Holdings Inc. (the “Company”), effective June 3, 2026 (the “Effective Date”). Mr. Knight’s resignation was not the result of any disagreement with the Company regarding operations, policies or practices.
The Board appointed David Vander Ploeg as Chair of the Board effective upon Mr. Knight’s resignation. Mr. Vander Ploeg has served as the Lead Independent Director of the Board since May 2023 and is a member of the Board’s Executive Committee, Audit Committee and Compensation Committee and chairs the Board’s Nominating and Corporate Governance Committee.
Retirement and Consulting Agreement with Mr. Kevin Knight
On June 4, 2026, the Company and Mr. Knight entered into a Retirement and Consulting Agreement (the “Agreement”) pursuant to which Mr. Knight will continue to provide consulting and other services to the Company for 24 months following the Effective Date. Additionally, Mr. Knight agreed in the Agreement to certain non-solicitation, non-interference, non-competition, confidentiality and mutual non-disparagement obligations with respect to the Company and its affiliates.
The Agreement provides that, in consideration of the consulting services, releases and covenants in the Agreement, as well as the forfeiture of all unvested equity awards held by Mr. Knight as of the Effective Date, Mr. Knight will be entitled to (i) a fee of $20.25 million, with $10.125 million payable on June 12, 2026 and $10.125 million payable in equal monthly installments over the 24-month period following the Effective Date; (ii) payment by the Company of certain premiums for continuation coverage of medical benefits, subject to conditions; and (iii) reimbursement of certain attorneys’ fees and costs incurred in connection with the negotiation and execution of the Agreement.
| ITEM 7.01 | REGULATION FD DISCLOSURE | ||||
On June 4, 2026, the Company issued a press release announcing Mr. Knight’s retirement from the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||||
(d) Exhibits
| Exhibit | Description | |||||||
Exhibit 99.1 | Press release, dated June 4, 2026 | |||||||
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
The information in Items 7.01 and 9.01 of this Current Report, including the exhibit hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Knight-Swift Transportation Holdings Inc. | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| Date: | June 4, 2026 | /s/ Andrew Hess | |||||||||||||||
| Andrew Hess | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
Exhibit 99.1
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
ANNOUNCES RETIREMENT OF KEVIN KNIGHT
PHOENIX, ARIZONA — Knight-Swift Transportation Holdings Inc. (NYSE: KNX) (the "Company" or "Knight-Swift") announced today that Kevin P. Knight, one of the founders of Knight Transportation, former Chief Executive Officer from 1994 to 2014 and Executive Chairman of the board of directors, is retiring from the Company. This milestone follows a long and distinguished career including consequential leadership roles at each of Swift Transportation and Knight Transportation, and later at Knight-Swift Transportation following a highly successful 2017 merger of the two companies. The Board of Directors has appointed Lead Independent Director David Vander Ploeg as Chairman, effective June 3rd. Mr. Knight has agreed to continue serving the Company as a consultant for a period of two years following his retirement as Executive Chairman.
Mr. Knight commented, "I am humbled when I reflect on what we have built together and where our company stands today. There is so much to be proud of, and even more to be grateful for when I consider all of the family, coworkers, customers, suppliers, partners, and other stakeholders who have been part of our brands’ shared success, especially our driving associates, whose professionalism and dedication have helped make that success possible. As I have been approaching this transition in recent years, I knew this bridge would have to be crossed at some point. For me, our merger with Knight and Swift was our greatest collective achievement. The reunification of the Swift and Knight families, combined with timing, diligence, operational improvements, and significant financial returns, enabled us to achieve everything that followed. I am deeply grateful to everyone whom I have had the opportunity to work with."
Adam Miller, Chief Executive Officer of Knight-Swift, said: "It cannot be overstated what Kevin has meant to our company, so many of our leaders, including myself, and so many more within our industry. Our leaders do not take lightly the trust placed in us to continue building on such a distinguished foundation. I am just one of many who are deeply grateful for all Kevin has done for us, personally and professionally over the years. The culture Kevin helped instill which prioritizes safety, operational excellence, and financial discipline is deeply rooted and will continue to mark our efforts to take Knight-Swift to new heights."
About Knight-Swift
Knight-Swift is one of North America's largest and most diversified freight transportation companies providing multiple full truckload, LTL, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.
Contact: Adam Miller, CEO, Andrew Hess, CFO, or Brad Stewart, Treasurer and SVP - (602) 606-6349
FAQ
What leadership change did Knight-Swift (KNX) announce regarding Kevin Knight?
Knight-Swift announced that founder Kevin Knight retired as Executive Chairman and director effective June 3, 2026. Lead Independent Director David Vander Ploeg was appointed Chair of the Board, signaling a shift toward more independent board leadership while retaining Knight as a consultant for two years.
How much will Knight-Swift (KNX) pay Kevin Knight under his retirement and consulting agreement?
Kevin Knight will receive a consulting and retirement fee of $20.25 million. Knight-Swift will pay $10.125 million on June 12, 2026, and $10.125 million in equal monthly installments over 24 months, in exchange for services, restrictive covenants, and forfeiture of unvested equity awards.
How long will Kevin Knight continue to work with Knight-Swift (KNX) as a consultant?
Kevin Knight agreed to provide consulting and other services to Knight-Swift for 24 months following his June 3, 2026 retirement. During this two-year period, he will support the company while honoring non-solicitation, non-competition, and related covenants included in the Retirement and Consulting Agreement.
What additional benefits does Kevin Knight receive besides the cash fee from Knight-Swift (KNX)?
In addition to the $20.25 million fee, Knight-Swift will pay certain medical continuation coverage premiums for Kevin Knight, subject to conditions. The company will also reimburse specified attorneys’ fees and costs incurred in negotiating and executing the Retirement and Consulting Agreement with him.
Who is the new Chair of Knight-Swift (KNX) after Kevin Knight’s retirement?
The board appointed David Vander Ploeg as Chair effective June 3, 2026. He previously served as Lead Independent Director and sits on the Executive, Audit, and Compensation Committees, while chairing the Nominating and Corporate Governance Committee at Knight-Swift.
What restrictions did Kevin Knight agree to in his agreement with Knight-Swift (KNX)?
Kevin Knight agreed to non-solicitation, non-interference, non-competition, confidentiality, and mutual non-disparagement obligations. These covenants are designed to protect Knight-Swift’s relationships and information as he transitions from Executive Chairman to a consulting role over the next 24 months.