Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 11, 2014, the Board of Directors of Swift Transportation Company (the
"Company") appointed JosÉ CÁrdenas as a director effective immediately, to serve
until the next annual meeting of stockholders which is expected to be held in
May 2015. Mr. CÁrdenas will be subject to annual election thereafter.
Mr. CÁrdenas was also appointed to the Audit Committee, Compensation Committee
and the Nominating and Corporate Governance Committeeof the Company.
Mr. CÁrdenas, age 61, has been Senior Vice President and General Counsel for
Arizona State University ("ASU" or the 'University") since January 2009. In
addition to serving as chief legal officer of ASU, Mr. CÁrdenas also serves as a
University representative on and to 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 where
he was the firm's Managing Partner (CEO) from 1999 to 2003 and then the firm's
Chairman from 2003 through 2008.
Mr. CÁrdenas 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 is also member of the board of directors of Meridian Bank N.A. 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.
There is no agreement or understandings between Mr. CÁrdenas and any other
person pursuant to which he was appointed as a director of the Company.
Additionally, there is no transaction between Mr. CÁrdenas and the Company that
would require disclosure under Item 404(a) of Regulation S-K.
Also, on July 11, 2014, the Board of Directors of the Company appointed William
Riley as a director effective immediately, to serve until the next annual
meeting of stockholders which is expected to be held in May 2015. Mr. Riley will
be subject to annual election thereafter.
Mr. Riley, age 68, 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 and Trucks West of Phoenix, a distributor of Autocar
trucks. Mr. Riley previously served in various positions at Swift Transportation
from 1986 until 2005, serving 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 January 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 BS in Business Management from the Arizona State
University. Mr. Riley also serves on the advisory boards of both Daylight
Transport, a nonasset based expedited LTL company and UMB Bank of Arizona.
There is no agreement or understandings between Mr. Riley and any other person
pursuant to which he was appointed as a director of the Company.
Thermo King West Inc., the company in which Mr. Riley is the Chief Executive
Officer and majority shareholder, sells transportation related refrigeration
products to the Company. For the year ended December 31, 2013, the Company
purchased $0.3 million in refrigeration products from Thermo King West, Inc. For
the period of January 1, 2014 through June 30, 2014, the Company purchased $2.3
million in refrigeration products from Thermo King West, Inc. and the Company
currently has an outstanding payable to Thermo King West Inc. in the amount of
In connection with his appointment to the Board of Directors of the Company on
July 11, 2014, Messrs. CÁrdenas and Riley will receive pro- rated cash and
equity compensation consistent with cash and equity compensation received by
other non-employee members of the Board of Directors of the Company as disclosed
in the Company's Proxy Statement filed with the Securities and Exchange
Commission on April 4, 2014. Any stock awarded to Messrs. CÁrdenas and Riley
will be issued pursuant to the Company's 2014 Omnibus Incentive Plan.