Only one stockholder per control number can access the Meeting Website. You may vote and submit questions while attending the Annual Meeting by following the instructions available on the Meeting Website at the time of the Annual Meeting. On the date of the Annual Meeting, online access to the Annual Meeting will open at 1:10:30 p.m.a.m., Central time, to allow time for stockholders to log-in prior to the start of the live audio webcast of the Annual Meeting at 2:11:00 p.m.a.m., Central time. We encourage you to log on 15 minutes prior to the start time of the Annual Meeting.If you experience technical difficulties during the check-in process or during the Annual Meeting, please call(917) 262-2373for assistance.

What proposals will be addressed at the Annual Meeting?

Stockholders will be asked to consider the following proposals at the Annual Meeting:

We will also consider any other business that properly comes before the Annual Meeting.

How does the Board of Directors recommend that I vote?

The Board of Directors unanimously recommends that stockholders vote:

Why is the Company proposing the amendment and restatement of the Incentive Plan?

The purpose of the proposal to amend and restate the current Incentive Plan is to increase the number of shares available for issuance under the plan and to otherwise update the plan in order to enable us to continue to offer eligible employees, directors and consultants cash- and stock-based incentive awards under the plan, which we believe will enable us to attract, retain and reward these individuals and strengthen the mutuality of interests between them and our stockholders.

Why is the Company proposing the adoption of a Charter amendment to declassify the Board?

This proposal is a result of the Board’s ongoing review of the Company’s corporate governance policies. With new leadership in place, a smaller and more agile board of directors and three new independent directors appointed to the Board in the last year, the Board has unanimously determined that it is in the best interests of the Company and its stockholders to further adopt best-in-class corporate governance practices and amend the Charter to eliminate the Company’s classified board structure and provide for the annual election of directors. The Board believes that the Company is making significant progress on its transformation plan as shown by the various actions taken over the past year to enhance its corporate governance practices and that approval of an accelerated declassification of the Board will further enhance stockholder input, feedback and engagement through the annual meeting process. The Board has unanimously approved a declassification of the Board, but the Board cannot unilaterally adopt this accelerated declassification proposal because declassification requires the adoption of an amendment to the Charter, which requires a stockholder vote under Delaware law.

Who may vote during the Annual Meeting?

Stockholders who owned shares of Common Stock as of the close of business on the Record Date, Wednesday, March 25, 2020,April 23, 2021 (the “Record Date”) are entitled to vote during the Annual Meeting.

How many votes must be present to hold the Annual Meeting?

On the Record Date, there were 64,598,02565,193,669 shares of Common Stock outstanding and entitled to vote. In order for us to conduct the Annual Meeting, a majority of our outstanding shares of Common Stock entitled to vote during the Annual Meeting must be present at the beginning of the Annual Meeting. This is referred to as a quorum. Consequently, 32,299,01332,596,835 shares of Common Stock must be present at the beginning of the Annual Meeting to constitute a quorum.

Your shares are counted as present at the Annual Meeting if you were a stockholder as of the Record Date and (i) you attend the Annual Meeting, (ii) you vote (either by mail or online) in advance of the Annual Meeting (even if you abstain from voting on any or all of the proposals) or at the Annual Meeting, or (iii) your shares are registered in the name of a bank or brokerage firm and you do not provide voting instructions and such bank or broker casts a vote on the ratification of the selection of Grant Thornton to serve as our independent registered public accounting firm.

How many votes do I have?

Each share of Common Stock is entitled to one vote on each matter that comes before the Annual Meeting.

What is the proxy card?

If you complete the white proxy card and mail it in the envelope provided (or otherwise submit your proxy over the internet as described below), you will appoint Christopher Easter,Jason Bates, the Company’s Executive Vice President, Chief ExecutiveFinancial Officer and Chief Operating Officer and a director,Treasurer, and Soumit Roy, the Company’s Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary, each to act as your proxy at the Annual Meeting. By completing and returning the proxy card, you are authorizing Messrs. EasterBates and Roy to vote your shares during the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your white proxy card or vote online before the Annual Meeting date in case your plans change. Proxies will extend to, and be voted at, any adjournment(s) or postponement(s) of the Annual Meeting. Alternatively, you can vote your shares during the Annual Meeting.

If any other matter properly comes before the Annual Meeting, or at any adjournment(s) or postponement(s) of the Annual Meeting, that is not on the proxy card, the proxy holders mentioned above and on the white proxy card will vote your shares, under your proxy, in accordance with the recommendations of the Board of Directors or, in the absence of a Board decision, in their best judgment. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Annual Meeting and with respect to any other matters that may properly come before the Annual Meeting.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a broker, bank, broker-dealer, custodian or other similar organization, then you are the beneficial owner of shares held in “street name,name.” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting during the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account, but you must follow the instructions that organization has provided to you in order to vote or attend the Annual Meeting. Those instructions are contained in a “vote instruction form” provided to you by such organization.

If I am a stockholder of record of the Company’s shares, how do I vote?

If you are a stockholder of record, there are three ways to vote:

If I am a beneficial owner of shares held in street name, how do I vote?

If you are a beneficial owner, there are three ways to vote:

What vote is required to elect directors?

Directors are elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, meaning that the threeseven director nominees who receive the highest number of shares voted “for” their election are elected. There are no cumulative voting rights for director elections. You may vote “for” or “withhold” authority to vote for each of the nominees for the Board. “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of the nominees.

What vote is required to ratify the selection by the Audit Committee of Grant Thornton as our independent registered public accounting firm?

Approval of the proposal to ratify the selection of Grant Thornton as our independent registered public accounting firm requires the affirmative vote of the majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “for” or “against” this proposal, or you may abstain from voting on this proposal. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.

What vote is required to approve, on an advisory basis, the executive compensation of our NEOs as described in the “Compensation Discussion and Analysis” and related executive compensation tables (“say-on-pay”)?

Approval of “say-on-pay”“say-on-pay” requires the affirmative vote of the majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “for” or “against” this proposal, or you may abstain from voting on this proposal. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal. Although this advisory vote to approve the Company’s executive compensation is non-binding, the Board’s compensation committee (the “Compensation Committee”) will carefully assess the voting results.

What vote is required to approve the amendment and restatement of the Incentive Plan?

Approval of the proposal to amend and restate the Incentive Plan requires the affirmative vote of the majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “for” or “against” this proposal, or you may abstain from voting on this proposal. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.

What vote is required to approve the adoption of the amendment to the Charter to declassify the Board?

Approval of the adoption of the Declassification Amendment requires the affirmative vote of the majority of the outstanding shares of Common Stock entitled to vote thereon. You may vote “for” or “against” this proposal, or you may abstain from voting on this proposal. Abstentions and broker non-votes will have the same effect as a vote “against” this proposal.

What vote is required to approve the stockholder proposal seeking to cause the repeal of the classification of the Board, if properly presented at the meeting?

Approval of the stockholder proposal requires the affirmative vote of the majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “for” or “against” this proposal, or you may abstain from voting on this proposal. Abstentions and broker non-votes will have no effect on this proposal.

If approved, the stockholder proposal would not automatically eliminate the Company’s classified board structure. In order to eliminate the classified board, the adoption of an amendment to the Charter would be required. A vote in favor of the stockholder proposal would constitute a stockholder recommendation that the Board initiate the amendment process.

Please note that separate from the stockholder proposal the Board has already declared a declassification of the Board (which would cause all directors to be up for election at the 2021 Annual Meeting) advisable and has submitted an amendment to the Charter for your approval under Proposal 5 of this proxy statement; however, we are still required to include Proposal 6, the stockholder proposal, in this proxy statement pursuant to SEC rules and regulations.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again by signing and returning a new white proxy card or vote instruction form with a later date or by submitting a later vote electronically or via phone (if those options are available to you), or, if you are a stockholder of record, by attending the Annual Meeting and voting at the Annual Meeting. Attending the Annual Meeting will not automatically revoke your proxy unless you vote again during the Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s Chief Legal Officer at 15455 Dallas Parkway, Suite 550, Addison, Texas 75001, a written notice of revocation prior to the Annual Meeting.

Please note, however, that if your shares are held of record by a broker, bank, broker-dealer, custodian or other similar organization, you must instruct your broker, bank, broker-dealer, custodian or other similar organization that you wish to change your vote by following the procedures on the voting instruction form provided to you by such representative.

What happens if I do not indicate how to vote my proxy?

If you sign your white proxy card without providing further instructions, your shares will be voted “FOR” each of the director nominees proposed by the Board of Directors, “FOR” the ratification of the selection of the independent registered public accounting firm at our Annual Meeting, “FOR” the approval, on an advisory basis, of the executive compensation of our NEOs and “FOR” the approval of the amendment and restatement of the Incentive Plan, “FOR” the approval of the adoption of an amendment to the Charter to declassify the Board and “ABSTAIN” on the stockholder proposal seeking to cause the repeal of the classification of the Board of Directors.Plan. To the extent any other business properly comes before the Annual Meeting or any adjournment(s) or postponement(s) thereof, any shares represented by any such white proxy card will be voted within the discretion of the designated proxy holders to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless otherwise provided on such proxy card.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential to the extent possible and will not be disclosed except as may be necessary to meet legal requirements.

Where do I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K that the Company is required to file with the SEC within four business days following the Annual Meeting.

Who bears the cost of soliciting proxies for the Annual Meeting?

The Board of Directors is soliciting your proxy to vote your shares of Common Stock at the Annual Meeting, and the Company will bear the cost of soliciting proxies and will reimburse brokerage firms and other nominees for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. We will conduct the solicitation by mail, personally, telephonically, through the Internet or by facsimile through our officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation.

Do dissenting stockholders have appraisal rights?

Neither Delaware law nor the Company’s Chartercharter or bylaws provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.

What does it mean if I receive more than one white proxy card and/or voting instruction form?

If you receive more than one white proxy card, your shares may be registered in more than one name and/or are registered in different accounts. In order to vote all of the shares held by you, you will need to vote the shares held in each account separately. Please follow the voting instructions on each white proxy card to ensure that all of your shares are voted.

Who do I contact if I have questions about the Annual Meeting or need help in voting my shares?

You can contact our Chief Legal Officer, Soumit Roy, by sending a letter to him at the offices of the Company at 15455 Dallas Parkway, Suite 550, Addison, Texas 75001 with any questions about the proposals described in this proxy statement or how to execute your vote.

Go to http://www.cstproxy.com/daseke/2020 and follow the instructions to view the materials. You will need to provide the control number noted on your white proxy card.

CORPORATE GOVERNANCE

The Board of Directors and Executive Officers

Board Structure and Composition

In May 2020, following approval by the Company’s stockholders at the 2020 annual meeting of stockholders, the Company’s charter was amended to declassify the Board of Directors (the “Board declassification amendment”). Prior to such amendment, the Board consisted of nine directors divided into three classes, and directors in each class were elected to serve three-year staggered terms that expired in successive years. At the 2020 annual meeting of stockholders, as a result of the Board’s ongoing review of the Company’s corporate governance policies, the Board recommended the Company’s stockholders approve the Board declassification amendment to enhance stockholder input, feedback and engagement through the annual meeting process. As a result of the Board declassification amendment, commencing with the Annual Meeting, all directors will be elected annually for one-year terms.

The Board of Directors is divided into three classes with only one classcurrently made up of eight members: Brian Bonner, Don R. Daseke, Catharine D. Ellingsen, Grant Garbers, Daniel J. Hennessy, Charles “Chuck” F. Serianni, Jonathan Shepko and Ena Williams. Each of the Company’s current directors, being elected in each year and each class servingexcept for Mr. Hennessy, is seeking re-election at the Annual Meeting. Proxies cannot be voted for a three-year term. The Charter requires that each classgreater number of directors be nearly equal in number as possible and ifpersons than the number of directors that constitutes the Board is changed, any increase or decrease in directorships shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible. On February 7, 2020, the Board increased the size of the Board from eight to nine members and appointed Mr. Easter to fill the newly created directorship resulting from the increase in the size of the Board. The newly created directorship has been apportioned as a Class I directorship, and Mr. Easter is serving as a Class I director consistent with the requirements in the Charter that there be as nearly equal as possible apportionment among the classes of directors.

The term of office of our Class II directors, consisting of Messrs. Bonner, Serianni and Shepko, will expire at this Annual Meeting. The term of office of our Class III directors, consisting of Mr. Charlton and Mmes. Warmbier and Williams, will expire at the next annual meeting of stockholders. The term of office of our Class I directors, consisting of Messrs. Daseke, Hennessy and Easter, will expire at the 2022 annual meeting of stockholders (or the 2021 Annual Meeting if Proposal 5 is approved and the Declassification Amendment is filed and becomes effective as describednominees named in this proxy statement).statement, which is seven.

Director Nominees

Certain information about our director nominees, including their ages as of April 30, 2021, are set forth below.

Class I Directors: Serving Terms Expiring at the 2022 Annual Meeting (or the 2021 Annual Meeting as Described in this Proxy Statement)

Don R. Daseke has served as a member of the Board of Directors of Daseke, Inc. since he founded the company (formerly named Walden Smokey Point, Inc.) in November 2008. Until August 2019, when he was appointed as the Company’s Chairman Emeritus, Mr. Daseke was the Company’s Chief Executive Officer and Chairman of the Board of Directors. Mr. Daseke has served as the President and sole director on the board of directors of The Walden Group for more than 30 years. Mr. Daseke also has served as the chairman of the board of directors of both Liquid Motors, Inc. and East Teak Fine Hardwoods, Inc. since June 2005 and March 2006, respectively. Mr. Daseke has been active in the non-profit sector throughout his career, having served in leadership roles for a number of non-profit institutions, including the WaterTower Theatre, DePauw University, the Dallas Chapter of the World Presidents Organization and the Dallas Arboretum and Botanical Society. Additionally, Mr. Daseke currently serves on the Advisory Council for the Cattle Barons Ball in Dallas, Texas. From 2005 to 2009, Mr. Daseke was a Commissioner on the Planning and Zoning Commission for Addison, Texas, and in May 2009, he was elected to a two-year term on the Addison Town Council. Mr. Daseke served as Mayor Pro Tempore of Addison, Texas in 2010. Mr. Daseke was the Regional Winner of the Ernst & Young Entrepreneur of the Year Award in 2014. Mr. Daseke received his B.A. from DePauw University, an M.B.A. from the University of Chicago, Graduate School of Business, and the Presidents Program in Leadership from the Harvard Business School. Mr. Daseke is a Certified Public Accountant (retired). Because Mr. Daseke has served as a chief executive officer and a member of the board of directors of a number of companies and has significant experience in the transportation and logistics industry, Mr. Daseke is well-qualified to serve on the Board of Directors.

Christopher Easter has served as a member of the Board of Directors of Daseke, Inc. since February 2020 and was appointed Chief Executive Officer of the Company in February 2020. Mr. Easter also continues to serve as the Company’s Chief Operating Officer, a position he has held since January 2019. Mr. Easter had previously been serving as the Company’s interim Chief Executive Officer since August 2019 and as the Company’s principal financial officer from September 2019 to April 2020. Prior to joining the Company in January 2019, Mr. Easter served as Senior Vice President Americas at Wallenius Wilhelmsen Ocean and Solutions, a privately owned shipping company, a position he held since September 2018, and as President of Keen Transportation at Wallenius Wilhelmsen Logistics (“Wallenius”), a shipping company, from December 2017. Before its acquisition by Wallenius in December 2017, Mr. Easter served as CEO and President of Keen Transport, Inc. (“Keen Transport”), beginning in August 2012. Keen Transport is a specialized transportation, warehouse, and logistics company focused on serving the industrial equipment market. Mr. Easter has also served in various roles with Schneider National, Inc. and Walmart Inc., where he was responsible for overseeing the transportation of goods from around the world. Mr. Easter received his bachelor’s degree from the United States Military Academy at West Point and served for more than eight years in the United States Army. His service included deployment during Operation Desert Storm where he led logistics teams and was awarded the Bronze Star. We believe his background and skill set, as well as his extensive knowledge of the Company, make Mr. Easter well-suited to serve as a member of the Board of Directors.

Daniel J. Hennessyhas served as a member of the Board of Directors of Daseke, Inc. since 2017. Mr. Hennessy is the founder and managing member of Hennessy Capital LLC and the Chairman and CEO of Hennessy Capital Acquisition Corp. IV (NASDAQ: HCACU), a special purpose acquisition company which he formed and which went public in March 2019. Mr. Hennessy was also the Chairman and CEO of Hennessy’s first three special purpose acquisition companies: Hennessy Capital Acquisition Corp. I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), Hennessy Capital Acquisition Corp. II, which merged with Daseke, Inc. in February 2017, and Hennessy Capital Acquisition Corp. III, which merged with NRC Group Holdings (NYSE: NRCG) in October 2018. Mr. Hennessy now serves as Vice Chairman of the Company and an Independent Director at NRC Group Holdings. Mr. Hennessy was also a Partner at CHS Capital LLC (f/k/a Code Hennessy & Simons LLC), a middle market private equity investment firm he co-founded in 1988 and led its investments in industrial, infrastructure and energy businesses. Prior to forming CHS, Mr. Hennessy was employed by Citicorp from 1984 to 1988 as head of the Midwest Region for Citicorp Mezzanine Investments and Vice President and Team Leader with Citicorp Leveraged Capital Group. He began his career in 1981 in the oil and gas lending group at Continental Illinois National Bank (now Bank of America) where he was a Banking Officer. Mr. Hennessy holds a B.A. degree, magna cum laude, from Boston College and an M.B.A. from the University of Michigan Ross School of Business. We believe his background and skill set make Mr. Hennessy well-suited to serve as a member of the Board of Directors.

Class II Directors: Nominees for Election at the 2020 Annual Meeting

Brian Bonner has served as a member of the Board of Directors of Daseke, Inc. since February 20152015. Since August 2020, he has served Daseke as the Chairman of the Board, and he served as itsthe Executive Chairman sincefrom August 2019 a position which he is expected to hold for no longer than one year.August 2020. Mr. Bonner served as Vice President and Chief Information Officer of Texas Instruments, a publicly traded company, from January 2000 to May 2014. In this role, Mr. Bonner managed the business and technology aspects of IT operations. Prior to being appointed Chief Information Officer, Mr. Bonner served Texas Instruments for over 33 years in a number of strategic leadership roles and positions in general management, mass marketing and global product management. Mr. Bonner served as a member on the board of directors of Copper Mobile from June 2012 through October 2015 and is currently an advisory board member for Southern Methodist University’s Computer & Electrical Engineering Department. Mr. Bonner also served as an advisory board member for Gemini Israel Funds from June 2004 to May 2015. Mr. Bonner holds an M.B.A. in Marketing and Finance from the Fuqua School of Business at Duke University, an MSEE and BSEE from the University of Michigan, and a B.A. in Physics from Kalamazoo College. He received the Minority & Women Business Development Award from Texas Instruments, the Transformational CIO Award from HMG Strategies and the Most Innovative User of Technology from Information Week Magazine. Mr. Bonner has significant experience serving as an executive officer and in other leadership positions in a large public company setting, including 14 years as chief information officer, and he has more than three years of experience serving on the board of directors of a private technology company. He also has extensive experience in management, finance, operations and marketing. We believe his background and skill set make Mr. Bonner well-suited to serve as a member of the Board of Directors.

Don R. Daseke has served as a member of the Board of Directors since he founded the Company (formerly named Walden Smokey Point, Inc.) in November 2008. Until August 2019, when he was appointed as the Company’s Chairman Emeritus, Mr. Daseke was the Company’s Chief Executive Officer and Chairman of the Board of Directors. Mr. Daseke has served as the President and sole director on the board of directors of The Walden Group for more than 30 years. Mr. Daseke also has served as the chairman of the board of directors of both Liquid Motors, Inc. and East Teak Fine Hardwoods, Inc. since June 2005 and March 2006, respectively. Mr. Daseke has been active in the non-profit sector throughout his career, having served in leadership roles for a number of non-profit institutions, including the WaterTower Theatre, DePauw University, the Dallas Chapter of the World Presidents Organization and the Dallas Arboretum and Botanical Society. Additionally, Mr. Daseke currently serves on the Advisory Council for the Cattle Barons Ball in Dallas, Texas. From 2005 to 2009, Mr. Daseke was a Commissioner on the Planning and Zoning Commission for Addison, Texas, and in May 2009, he was elected to a two-year term on the Addison Town Council. Mr. Daseke served as Mayor Pro Tempore of Addison, Texas in 2010. Mr. Daseke was the Regional Winner of the Ernst & Young Entrepreneur of the Year Award in 2014. Mr. Daseke received his B.A. from DePauw University, an M.B.A. from the University of Chicago, Graduate School of Business, and the Presidents Program in Leadership from the Harvard Business School. Mr. Daseke is a Certified Public Accountant (retired). Because Mr. Daseke has served as a chief executive officer and a member of the board of directors of a number of companies and has significant experience in the transportation and logistics industry, Mr. Daseke is well-suited to serve on the Board of Directors.

Catharine Ellingsen has served as a member of the Board of Directors since April 2021. Ms. Ellingsen has been the Executive Vice President, Chief Legal Officer, Chief Ethics & Compliance Officer, Corporate Secretary of Republic Services, Inc., a national provider of recycling and non-hazardous solid waste services and environmental solutions (“Republic Services”), since June 2016. Prior to that, she served Republic Services as SVP, Human Resources from 2011 to June 2016 and VP, Deputy General Counsel from 2008 to 2011. Before joining Republic Services, Ms. Ellingsen served Allied Waste Industries, Inc. in a variety of roles, including VP, Deputy General Counsel and Director, Labor Relations, and practiced law at the law firms of Steptoe & Johnson LLP and Bryan Cave LLP. Since 2011, Ms. Ellingsen has served on the board of directors of Nebraska Distributing Company, including as chairperson since 2016, and since 2008, she has served on the board of directors of Bunker Hill Group. Ms. Ellingsen received her B.A. from Wheaton College and a J.D. from Washington College of Law, The American University. She also attended the Advanced Human Resources Executive Program at the University of Michigan, Ross School of Business. Ms. Ellingsen was identified and recommended as a potential board candidate by a non-management director of the Company. Because of her expertise in human capital management, labor relations, corporate governance, enterprise risk management, ethics and compliance, we believe Ms. Ellingsen is well-suited to serve as a member of the Board of Directors.

Grant Garbers has served as a member of the Board of Directors since January 2021. Mr. Garbers has been a Managing Director of Harrison Co., a middle-market investment banking firm, since June 2020, responsible for sourcing merger and acquisition opportunities as well as advising on the transaction strategy, company positioning, buyer rationale, financing risks, transaction structure, and valuation and the purchase documents in conjunction with legal counsel. Before that, Mr. Garbers spent the past 13 years with Capstone Headwaters and its predecessor company Headwaters MB as a Managing Director in its Industrial Technology Practice with the same responsibilities. Mr. Garbers has served both private and public companies across diverse industries such as transportation, medical, consumer products, and industrial technology. Mr. Garbers started his career in risk management at Fred S. James before entering the financial services sector. Mr. Garbers served as an independent director of Roadmaster Group, Inc. from 2010 to December 2017 when it was acquired by the Company. Mr. Garbers holds a B.B.A. degree from The University of Georgia and completed the Mergers and Acquisitions Executive Education Program at the Wharton School of Business. Mr. Garbers was identified and recommended as a potential board candidate by a security holder. Because of his years of investment and structuring experience, including in the transportation industry, and his risk management background, we believe Mr. Garbers is well-suited to serve as a member of the Board of Directors.

Charles “Chuck”“Chuck” F. Serianni has served as a member of the Board of Directors of Daseke, Inc. since May 2019. Mr. Serianni has beenserved as the Special Advisor to the CEO of Republic Services, a national provider of recycling and non-hazardous solid waste services and environmental solutions, since June 2020. Prior to that role, Mr. Serianni served Republic Services as the Executive Vice President, Chief Financial Officer of Republic Services, Inc., a national provider of recyclingfrom August 2014 to June 2020 and non-hazardous waste management services, since August 2014. Prior to that role, Mr. Serianni served as Vice

President and Controller, West Region of Republic Services from July 2013 to August 2014. He also served Republic Services as Assistant Controller and progressed to Senior Vice President, Chief Accounting Officer of Republic Services during the period from June 1998 to July 2013 and as Accounting Operations Director of Republic Services Inc. (Auto Nation) from 1997 to 1998. Prior to his work with Republic Services, Mr. Serianni served as Accounting Operations Director for Sunglass Hut International, Inc. and as a Manager, Accounting and Auditing Services for Deloitte & Touche LLP, an international accounting firm. Mr. Serianni holds a bachelor’s degree in Accounting and Finance from the University of Dayton and he is a member of the American Institute of Certified Public Accountants. Mr. Serianni brings to the Board of Directors extensive financial expertise overseeing financial analysis and planning, accounting, treasury, investor relations, internal audit and tax functions. Mr. Serianni also brings experience in overseeing the strategic development of complex corporations, as well as experience overseeing effective cyber and technology systems and protocols. Mr. Serianni was identified as a potential board candidate through industry contacts. We believe his background and skill set make Mr. Serianni well-suited to serve as a member of the Board of Directors.

Jonathan Shepkowas appointed to has served as a member of the Board of Directors of Daseke, Inc., effective as ofsince February 2017. Mr. Shepko is a Co-founder and Managing Partner of Stonehollow Capital Partners, which makes direct equity investments in private companies across the United States. Prior to founding Stonehollow in January 2019, from 2014 to 2018, Mr. Shepko served as a Managing Partner of EF Capital Management, LP, the investment arm of a substantial single-family office, which largely focused on direct equity and direct debt investments, in both public and private companies, across the United States. During his tenure with EF Capital, Mr. Shepko served in various Board and management capacities of the firm’s portfolio investments. Prior to founding EF Capital, Mr. Shepko was a Managing Director with Ares Management (~$100B AUM), where he focused on originating and structuring debt financings in the energy industry. From 2009 until 2014, Mr. Shepko co-headed, and served as Managing Director of, CLG Energy Finance (an affiliate of Beal Bank), which focused on providing senior-stretch and uni-tranche facilities to the energy and infrastructure industries. Prior to forming CLG Energy Finance, Mr. Shepko was a Vice President with EnCap Investments, LP, where his responsibilities included originating, structuring and managing private equity investments in the oil and gas sector, while also serving on the boards of several of these companies. Collectively, Mr. Shepko has underwritten and managed nearly $2 billion in direct equity and debt financings, spanning multiple industries, including investments in high-growth, as well as mature companies. Mr. Shepko graduated magna cum laude with a degree in Finance from Texas A&M University. WeBecause of his years of investment and structuring experience, and his knowledge of management and operations, as well as his meaningful experience on the board of directors of other companies, we believe his background and skill set make Mr. Shepko well-suited to serve as a member of the Board of Directors.

Class III Directors: Serving Terms Expiring at the 2021 Annual Meeting

Kevin M. Charltonhas served as a member of the Board of Directors of Daseke, Inc. since 2017. He is the former President and COO of Hennessy Capital II, which merged with Daseke in February 2017. He held similar positions in both Hennessy Capital I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and of Hennessy Capital III, which merged with NRCG Group Holdings in October 2018 (NYSE: NRCG). He is currently the co-Chairman of NewHold Enterprises, a holding company focused on industrial consolidations. Mr. Charlton is currently on the Board of Spirit Realty Capital (NYSE: SRC), and private companies AllWaste Holdings and Macro Energy. From 2009 to 2013, Mr. Charlton was a Managing Director in the Principal Transactions Group of Macquarie Capital (USA) Inc., and led a team that oversaw its existing portfolio of North American investments. Prior to joining Macquarie Capital (USA) Inc., Mr. Charlton worked as Managing Director at Investcorp International, JPMorganChase, McKinsey & Company and as a contractor in the Astrophysics Division at NASA Headquarters. He received a Masters in Business Administration with honors from the Kellogg School of Management at Northwestern University, a Master’s of Science in Aerospace Engineering with Distinction from the University of Michigan, and a Bachelors of Science in Engineering Cum Laude from Princeton University. We believe his background and skill set make Mr. Charlton well-suited to serve as a member of the Board of Directors.

Kimberly Warmbierhas served as a member of the Board of Directors of Daseke, Inc. since May 2019. Ms. Warmbier was most recently the Executive Vice President and Chief Human Resources Officer at Sabre Corporation, a travel technology company, from July 2018 through April 2020. Prior to this role, she was the President and Owner of Impact Through People Consulting firm from January 2018 to June 2018 until being hired by Sabre after several months of consulting for the company. Prior to her work at Sabre, Ms. Warmbier served as the Executive Vice President and Chief Human Resources Officer at Dean Foods Company, a food and beverage company, from May 2012 to December 2017. Prior to her role at Dean Foods, Ms. Warmbier served as the Senior Vice President of Human Resources at J. C. Penney Company, Inc., an international department store chain, from November 2009 to December 2011, prior to which Ms. Warmbier served as the Chief People Officer of the Sales business units of PepsiCo, Inc., a multinational snack and beverage corporation. She worked in progressive leadership positions at PepsiCo from 1988 to 2009. Ms. Warmbier has served as a member on the board of directors of North Texas Food Bank and Girls Scouts of Northeast Texas and has served as an advisory board member for the school of Labor and Employment Relations at the University of Illinois Labor and the School of Business at Illinois State University. Ms. Warmbier holds a master’s degree in Labor and Employment Relations from the University of Illinois at Urbana-Champaign and a bachelor’s degree in Business-Accounting from Illinois State University. Ms. Warmbier brings to the Board of Directors over 30 years of experience serving as an executive officer and in other leadership positions in large public company settings, including 10 years as chief human resources officer and extensive experience in transformational leadership, talent management, retail, operations and supply chain. Ms. Warmbier was identified as a potential board candidate by one of our independent directors. We believe her background and skill set make Ms. Warmbier well-suited to serve as a member of the Board of Directors.

Ena Williams has served as a member of the Board of Directors of Daseke, Inc. since May 2019. Ms. Williams has beenserved as the Chief Operating Officer of Casey’s General Stores, Inc., a Fortune 500 company operating over 2,200 convenience stores in 16 states, since June 2020. Prior to this, from January 2019 to March 2020, she served as the Chief Executive Officer and member of the board of directors of National HME, Inc., a technology enabled hospice medical equipment provider, since January 2019, priorprovider. Prior to which,that role, for 7-Eleven, Inc., a global chain of convenience stores, she served as the Senior Vice President and Head of International of 7-Eleven, Inc., a global chain of convenience stores, from January 2015 to February 2018. Previous to that role, Ms. Williams served as2018; the Senior Vice President, West Region Operations of 7-Eleven from April 2011 to January 2015,2015; and the Vice President, Southwest Division of 7-Eleven from July 2008 to April 2011. Also, Ms. Williams held a number of positions in the operations, retail and planning departmentsfunctions of Mobil Oil Corporation and ExxonMobil Corporation multinational oil and gas corporations, from 1991 to 2008. Ms. Williams currently serves on the Boardboard of Advisorsadvisors for the Robert B. Rowling Center for Business Law & Leadership, SMU Dedman School of Law. She also serves on the board of directors for Children International. Ms. Williams holds a master’s degree in Business Administration from The Wharton School of the University of Pennsylvania and a bachelor’s degree in Economics and African-American Studies from the University of Virginia. Ms. Williams brings to the Board of Directors deep experience managing P&L, executing strategic initiatives and providing data-driven analysis at large corporations across multiple industries with a focus on efficient operations and people leadership. Ms. Williams was identified as a potential board candidate by one of our independent directors. We believe her background and skill set make Ms. Williams well-suited to serve as a member of the Board of Directors.

Executive Officers

Certain information about our executive officers, including their ages as of April 30, 2021, are set forth below.

Brian BonnerJonathan Shepko.Mr. Bonner’s’s biographical information is set forth under “—Class II Directors: Nominees for Election at the 2020 Annual Meeting”Director Nominees” above.

Christopher Easter.Mr. Easter’s biographical information is set forth under the section titled “—Class II Directors: Nominees for Election at the 2020 Annual Meeting” above.

Jason Bates. Mr. Bates has served as our Executive Vice President, Chief Financial Officer and Treasurer since April 2020. Before joining Daseke,the Company, Mr. Bates most recently served as Executive Vice President and Chief Financial Officer of USA Truck Inc., a North American truckload carrier and logistics brokerage provider, a position he hashad held since May 2017. Prior to that, Mr. Bates served as Vice President of Finance, and Investor Relations Officer of Swift Transportation Company, a multi-faceted transportation services company (“Swift”), from December 2010 to April 2017. Mr. Bates joined Swift in 2003, and during his tenure, served in various financial leadership roles, including responsibility for financial planning and analysis, business and data analytics, strategic reporting, business intelligence, revenue and transactional services, treasury, and investor relations. Prior to his appointment as Vice President of Finance and Investor Relations Officer, he served as Swift’s Vice President and Assistant Treasurer. Prior to Swift, he served in a variety of finance and accounting leadership roles for Honeywell International. Mr. Bates completed his Bachelor of Science degree in business at Brigham Young University, and obtained his Master’s degree in business administration from Arizona State University.

Angie MossRick Williams.Ms. Moss has served as our Senior Vice President, Chief Accounting Officer and Assistant Secretary since January 2019. Previously, she served as our Senior Vice President, Chief Accounting Officer, Corporate Controller and Assistant Secretary from July 2017 to January 2019 and asExecutive Vice President and Corporate Controller from February 2015 to July 2017. Ms. Moss joinedChief Operating Officer since May 2020. From 1992 until his appointment as Chief Operating Officer of the Company, Mr. Williams served as Chief Executive Officer and Chief Operating Officer of Central Oregon Truck Company (“COTC”), a North American truckload carrier and logistics service provider and a subsidiary of the Company that Mr. Williams co-foundedin June 20131992. Prior to that, Mr. Williams served as Corporate Controller. Ms. Moss brings over 22 years’ experience in public accounting with national and regional accounting firms. From June 2012General Manager of a family run truckload carrier from 1986 to June 2013, Ms. Moss served Sanford, Baumeister & Frazier, LLP,1992. Mr. Williams is an accounting firm, as an audit partner, and from June 2001 to December 2011, she served Travis Wolff, LLP, an accounting firm, in various capacities, including as an audit partner, Audit Department Head andactive member of the board of directors. Ms. Moss also serves as a member of the Advisory Board of the University of Texas at Arlington College of Business’ Department of Accounting. She has also served onTruckload Carriers Association (TCA) and the American Institute of Certified Public Accountants (AICPA) committeesTrucking Associations (ATA). He has worked in the trucking industry for over 34 years and onhas served in every operational role within the AICPA Accounting and Review Services Committee, which promulgates standards for accounting and review services. Ms. Moss earned a bachelor of business administration degree from the University of Texas at Arlington, graduating summa cum laude. She is a Certified Public Accountant. On April 2, 2020, Ms. Moss entered into a Transition and Separation Agreement with the Company, pursuant to which she is scheduled to continue her employment with the Company, with the duties and obligations of Senior Vice President, Chief Accounting Officer and Assistant Secretary and as otherwise requested by the Company, through May 29, 2020, at which time her service with the Company is scheduled to end.

industry.

Soumit Roy. Mr. Roy has served as the Company’sour General Counsel since he joined the Company in September 2017 and also became theour Chief Legal Officer and Corporate Secretary in September 2019 and the Chief Legal Officeran Executive Vice President in September 2019.April 2020. Prior to joining the Company, Mr. Roy was an Attorney at Ferguson Braswell Fraser Kubasta PC, a law firm, from July 2013 to August 2017, where he represented teamsclients on various matters including corporate governance, securities law, compliance, corporate acquisitions and transactions and intellectual property. From May 2008 to June 2013, Mr. Roy was a Chief Transactional Counsel at Whole Foods Market, and from 2004 to 2008, he served as a Corporate Counsel at Expedia Inc. Mr. Roy received a B.S. in Molecular Biology and Biochemistry from the University of Texas at Austin and a J.D. from the University of Texas School of Law.

Board Representation Agreements

The Lyons Agreement

On December 23, 2020, the Company entered into a board representation agreement (the “Lyons Agreement”) with Lyons Capital, LLC, The Lyons Community Property Trust, dated June 15, 1979 and Phillip N. Lyons (collectively with their respective affiliates, the “Lyons Investors”) and Mr. Garbers. The Lyons Investors beneficially owned approximately 5% of the Common Stock in the aggregate as of the date of the Lyons Agreement. Pursuant to the Lyons Agreement, the Board appointed Mr. Garbers to the Board and to the Corporate Governance and Nominating Committee of the Board (the “Corporate Governance and Nominating Committee”), effective January 1, 2021.

Also pursuant to the Lyons Agreement, prior to the Lyons Termination Date (as defined below), the Company will, with respect to any annual meeting of the Company’s stockholders include Mr. Garbers or any replacement representative mutually agreed upon by the Company and the Lyons Investors pursuant to the Lyons Agreement (the “Lyons Investor Representative”) in its proxy materials as a director nominee proposed by the Board, recommend the Lyons Investor Representative’s election to the Company’s stockholders and solicit proxies in favor of the Lyons Investor Representative’s election.

With certain exceptions relating to breaches of the Lyons Agreement, the Lyons Agreement terminates after the Company or the Lyons Investors deliver a notice of termination at any time after the date of the Company’s second annual meeting of stockholders following the date of the Lyons Agreement (the “Earliest Lyons Termination Date”), subject to the terminating party providing at least 30 days’ advance notice (the effective date of such termination, the “Lyons Termination Date”). However, if the Company notifies the Lyons Investors and the Lyons Investor Representative before the Earliest Lyons Termination Date that the Board will re-nominate the Lyons Investor Representative at the Company’s next annual meeting of stockholders, then the Earliest Lyons Termination Date would be automatically extended to the date of the Company’s next annual meeting of stockholders. The Lyons Investor Representative has agreed to immediately tender his resignation as a director of the Company, which the Board may accept or reject in its sole discretion, upon the earliest of the following: (i) the Lyons Termination Date; (ii) the sale or other transfer by the Lyons Investors of the Common Stock that results in the Lyons Investors’ net long ownership of the Common Stock falling below 80% of their ownership net long aggregate ownership of the Common Stock as of the date of the Lyons Agreement, with certain adjustments and exceptions as set forth in the Lyons Agreement; and (iii) the Lyons Investors’ failure to cure a material breach of the Lyons Agreement pursuant to the Lyons Agreement.

The Don R. Daseke Agreement

On December 23, 2020, the Company entered into a board agreement (the “Don R. Daseke Agreement”) with The Walden Group, Inc. and Don R. Daseke (collectively with their respective affiliates, the “Don R. Daseke Investors”). The Don R. Daseke Investors beneficially owned approximately 28% of the Common Stock in the aggregate as of the date of the Don R. Daseke Agreement. Pursuant to the Don R. Daseke Agreement, prior to the Don R. Daseke Termination Date (as defined below), the Company will, with respect to any annual meeting of stockholders, include Mr. Daseke in its proxy materials as a director nominee proposed by the Board, recommend his election to the Company’s stockholders and solicit proxies in favor of his election.

With certain exceptions relating to breaches of the Don R. Daseke Agreement, the Don R. Daseke Agreement terminates after the Company or the Don R. Daseke Investors deliver a notice of termination at any time after the date of the Company’s second annual meeting of stockholders following the date of the Don R. Daseke Agreement, subject to the terminating party providing at least 30 days’ advance notice (the effective date of such termination, the “Don R. Daseke Termination Date”); provided, however, that in the event that the Don R. Daseke Investors sell or otherwise transfer their shares of the Common Stock in any transaction that would result in the Don R. Daseke Investors’ net long aggregate ownership of the Common Stock falling below 30% of the Don R. Daseke Investors’ net long aggregate ownership of the Common Stock as of the date of the Don R. Daseke Agreement, with certain adjustments and exceptions as set forth in the Don R. Daseke Agreement, without the prior written approval of the Board, the Company’s obligations to the Don R. Daseke Investors pursuant to the Don R. Daseke Agreement will terminate immediately.

Director Nomination Process

The Corporate Governance and Nominating Committee identifies director candidates based upon suggestions by other members of the Board, management and stockholders. In addition, the Corporate Governance and Nominating Committee may engage search firms to assist it in identifying director candidates. Pursuant to the Corporate Governance and Nominating Committee charter, the Corporate Governance and Nominating Committee will consider director candidates recommended by stockholders in the same manner it considers other candidates; however, the Corporate Governance and Nominating Committee has no obligation to recommend such candidates. Stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. The Corporate Governance and Nominating Committee, in recommending director candidates, and the Board, in nominating director candidates, takes into account all factors it considers appropriate, which include the current needs of the Board as well as the qualifications of the candidate, such as the candidate’s strength of character, judgment, familiarity with the Company’s business and industry, independence of thought, ability to work collegially, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, corporate governance background, various and relevant career experience, relevant technical skills, relevant business acumen, financial and accounting background and executive compensation background. While the Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity, it believes that it is important that the Board members represent diverse viewpoints, with a broad array of experiences, professions, skills and backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities.

Director Independence

The Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, the Board has determined that none of our directors (other than Messrs. Daseke and Shepko) have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of our directors (other than Messrs. Daseke and Shepko) is “independent” as that term is defined by The Nasdaq Stock Market, LLC Listing Rules (the “NASDAQ Listing Rules”). In addition, the Board previously determined that Kimberly Warmbier, who served on the Board until her resignation in November 2020, and Kevin M. Charlton, Hennessy, Serianniwho served on the board until his resignation in January 2021, had no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and Shepko and Mses. Warmbier and Williams are independent withinwere “independent” as that term is defined by the meaning of NASDAQ Rule 5605(a)(2) and, toListing Rules during the extent applicable, that they qualify as independent directors according totime she or he served on the rules and regulations of the SEC and NASDAQ with respect to their respective committee memberships.Board. In assessing the independence ofmaking these individuals,determinations, the Board considered the current and prior relationships that each director has with the Company and all factors set forthother facts and circumstances the Board deemed relevant in determining each director’s biography, as set forth above.

independence and eligibility to serve on the committees of the Board, including the transactions involving them described in the section titled “—Certain Relationships and Related Party Transactions.”

There are no family relationships among any directors or executive officers.

Board Committee Membership, Meetings and Attendance

The table below shows the current chair and membership of the Board and the Board committees listed below, the independence status of each Board member and the number of meetings of the Board and the Board committees listed below held during 2019.2020.

___________

C       Chair

ü       Member

*        Chair of the Board

+        Financial Expert

**     Joined the Board in 2020

Each of the above committees of the Board of Directors is comprised entirely of independent directors, and was comprised of entirely independent directors throughout 2019.

2020.

During 2019,2020, the Board of Directors held approximately foursix general meetings and eightseven special meetings. EachIn 2020, each incumbent director then serving attended at least 75%, in the aggregate, of (i) the total number of Board meetings held during the period in which he or she was a director and (ii) the total number of themeetings held by all Board of Directors and the respective committees on which he or she served during 2019.

(during the period in which he or she served).

We encourage all of our directors to attend our annual meetings of stockholders. Messrs. Bonner and DasekeSeven of our directors then-serving attended the 20192020 annual meeting of stockholders in person.

stockholders.

The independent directors of the Board of Directors met inheld 12 executive sessions during 2019. Mr. Hennessy presides at2020. Such executive sessions do not include employee directors or other directors who do not qualify as independent under the meetings of the independent directors of the Board.NASDAQ Listing Rules and SEC rules.

Audit Committee

We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and the NASDAQ Listing Standards. In addition, a written charter for the Audit Committee has been adopted, as discussed below.

During 2019, Messrs. Bonner, Hennessy, Serianni and Shepko and Mark Sinclair served as members of our Audit Committee. Mr. Bonner resigned as aRules. Each member of the Audit Committee upon his appointment as Executive Chairman ofis financially literate. In addition, the Board (“Executive Chairman”) in August 2019, and Mr. Sinclair resigned as the chair and as aof Directors has determined that each member of the Audit Committee upon his resignation frommeets the Boardadditional independence standards set forth in September 2019. Mr. Hennessy was appointedthe NASDAQ Listing Rules applicable to the position of chair of the Audit Committee in September 2019. Messrs. Hennessy, Serianni and Shepko have each been determined to be independent for the purposesmembers of audit committee service and to be financially literate.committees. The Board of Directorshas also determined that Mr. Serianni qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The Audit Committee, which operates under a written charter, effective during 2019 details is, among other things, responsible for:

A copy of the Audit Committee charter is available on our website at https://investor.daseke.com/corporate-governance/governance-documents/default.aspx and free of charge from the Company by writing to the Company’s Chief Legal Officer at 15455 Dallas Parkway, Suite 550, Addison, Texas 75001.

Compensation Committee

During 2019, Messrs. Charlton and Hennessy, Ms. Warmbier and Ronald Gafford served as members of the Compensation Committee. Mr. Gafford resigned as aThe Board has determined that each member of the Compensation Committee upon his resignation frommeets the Boardindependence standards set forth in September 2019. During 2019, Mr. Charlton served as chair of the Compensation Committee until September 2019, and Ms. Warmbier served as chair of the Compensation Committee thereafter. Messrs. Charlton and Hennessy and Ms. Warmbier have been determinedNASDAQ Listing Rules applicable to be independent for the purposesmembers of compensation committee service.

committees. The Compensation Committee, which operates under a written charter, effective during 2019 details the principal functions of the Compensation Committee, including:is, among other things, responsible for:

The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

A copy of the Compensation Committee charter is available on our website at https://investor.daseke.com/corporate-governance/governance-documents/default.aspx and free of charge from the Company by writing to the Company’s Chief Legal Officer at 15455 Dallas Parkway, Suite 550, Addison, Texas 75001.

For 2019,In 2020, the Compensation Committee engaged the Rewards Solutions practice of Aon plc (“Aon plc”) to provide executive compensation consulting services. All executive compensation services provided by Aon plc were conducted under the direction or authority of the Compensation Committee. Neither Aon plc nor any of its affiliates maintains any other direct or indirect business relationships with the Company. As requested by the Compensation Committee, in 2019,2020, Aon plc’s services to the Compensation Committee consisted of compensation consulting services, which included general involvement and support in compensation-related matters, including competitive compensation analyses of our compensation peer group and overall market practices and trends, an assessment of the Company’s short-term and long-term incentive compensation programs, and an assessment of our executive compensation risk profile, and advising on regulatory and other technical developments that may affect our executive compensation programs.

Our Executive Chairman and ourprincipal executive officer (who is currently the Interim Chief Executive Officer playOfficer) plays an important advisory role in the compensation-setting process of the other executive officers, including our NEOs. Our Executive Chairman and our Chief Executive Officer evaluateprincipal executive officer evaluates the performance of the other executive officers and makemakes recommendations to the Compensation Committee concerning performance objectives, salary, bonus and long-term incentive levels for the other executive officers, including the NEOs. The Compensation Committee annually discusses the recommendations with our Executive Chairman and our Chief Executive Officer.principal executive officer. The Compensation Committee may, in its sole discretion, approve, in whole or in part, the recommendations of our Executive Chairman and our Chief Executive Officer.principal executive officer.

A copy of the Compensation Committee charter is available on our website at https://investor.daseke.com/corporate-governance/governance-documents/default.aspx and free of charge from the Company by writing to the Company’s Chief Legal Officer at 15455 Dallas Parkway, Suite 550, Addison, Texas 75001.

Corporate Governance and Nominating Committee

During 2019, Messrs. Bonner, Charlton, Gafford and Hennessy and Ms. Williams served as members of the Board’s corporate governance and nominating committee (the “Corporate Governance and Nominating Committee”). Mr. Bonner resigned as a member of the Corporate Governance and Nominating Committee upon his appointment as Executive Chairman in August 2019, and Mr. Gafford resigned as a member of the Corporate Governance and Nominating Committee concurrent with his resignation from the Board in September 2019. Mr. Hennessy served as the chair of the Corporate Governance and Nominating Committee in 2019 until Mr. Charlton’s appointment as the chair in September 2019. Messrs. Charlton and Hennessy and Ms. Williams have been determined to be independent for the purposes of committee service.

The Corporate Governance and Nominating Committee, which operates under a written charter, effective during 2019 detailsis, among other things, responsible for:

A copy of the Corporate Governance and Nominating Committee charter is available on our website at https://investor.daseke.com/corporate-governance/governance-documents/default.aspx and free of charge from the Company by writing to the Company’s Chief Legal Officer at 15455 Dallas Parkway, Suite 550, Addison, Texas 75001.

The Board of Directors will consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background; diversity, including diversity of professional experience; knowledge of our business and industry; integrity; professional reputation; independence; wisdom; and the ability to represent the best interests of our stockholders.

Audit Committee Report*

The Audit Committee of the Board of Directors of Daseke, Inc. has reviewed and discussed the Company’s audited financial statements with management, as well as management’s assessment of the effectiveness of the Company’s internal controls over financial reporting, and has discussed with the Company’s independent registered public accounting firm their evaluation of the Company’s internal control over financial reporting as well as the matters required to be discussed by the applicable rules and standards promulgated by the Public Company Accounting Oversight Board (the “PCAOB”). Additionally, the Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. Based upon such review and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 10, 2020February 26, 2021 for the year ended December 31, 2019.2020.

Submitted by:

Audit Committee of the Board of Directors

Daniel J. Hennessy

Brian Bonner

Charles “Chuck” F. Serianni

Board Leadership Structure and Role in Risk Oversight

The Board recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the Company at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and our governing documents do not mandate a particular structure. This has allowed the Board the flexibility to establish the most appropriate structure for the Company at any given time.

In August 2019, after Mr. Daseke resigned from his positions as Chief Executive Officer and Chairman of the Board, upon the recommendation of the Corporate Governance and Nominating Committee, the Board decided to separate the positions of Chairman and Chief Executive Officer. The Board believes that the separation of the Chairman of the Board which role is currently held by our Executive Chairman, and Chief Executive Officer roles currently provides the most efficient and effective leadership model for the Company as it encourages free and open dialogue regarding competing views and provides for strong checks and balances. Specifically, the balance of powers among our principal executive officer (who is currently our Interim Executive Chief Executive OfficerOfficer) and the Executive Chairman of the Board facilitates the active participation of all directors and enables the Board to provide more effective oversight of management. In addition, the Board believes that thethis separation of the Chairman of the Board and Chief Executive Officer positions enables our Chief Executive Officerprincipal executive officer to focus on the management and operations of our business and the development and implementation of strategic initiatives, while our Executive Chairman of the Board leads the Board in the performance of its responsibilities.

The Board, directed by the Audit Committee, is actively involved in overseeing our risk management processes. The Board focuses on our general risk management strategy and ensures that appropriate risk mitigation strategies are implemented by management. Further, operational and strategic presentations by management to the Board include consideration of the challenges and risks of our businesses, and the Board and management actively engage in discussion on these topics. In addition, each of the Board’s committees considers risk within its area of responsibility.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, nor served at any time during 2019,2020, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the Board of Directors.

Communication with Directors

The Board of Directors recommends that stockholders initiate communications with the Board, the Chairman or any Board committee by writing to the Company’s Chief Legal Officer. This process assists the Board of Directors in reviewing and responding to stockholder communications. The Board has instructed the Chief Legal Officer to review correspondence directed to the Board and, at his discretion, to forward items that he deems to be appropriate for the Board’s consideration.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines to further its goal of providing effective governance of our business and affairs for the long-term benefit of our stockholders. A copy of the Corporate Governance Guidelines is available free of charge on the Investors section of our website at http://www.daseke.com. The Corporate Governance and Nominating Committee is responsible for periodically reviewing the Corporate Governance Guidelines and recommending changes as appropriate to ensure the effective functioning of the Board of Directors and corporate governance.

Code of Ethics

We have adopted a code of ethics that applies to our officers and directors. A copy of the Codecode of Ethicsethics is available free of charge on the Investors section of our website at http://www.daseke.com. In addition, a copy of the code of ethics will be provided without charge upon request to us. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the code of ethics applicable to such persons by posting such information on our website.

Policy Prohibiting Hedging and Pledging

We consider it improper and inappropriate for our directors, officers and other employees to engage in any transactions that hedge or offset, or are designed to hedge or offset, any decrease in the value of our securities. As such, our insider trading policy prohibits all employees, including directors and executive officers, from engaging in any speculative or hedging transactions or any other transactions that are designed to offset any decrease in the value of our securities. Our insider trading policy also prohibits all employees, including directors and executive officers,

from holding our securities in a margin account or pledging our securities as collateral for a loan except in certain limited circumstances pre-approved by our Chief Legal Officer when a person wishes to pledge our securities as collateral for a loan and clearly demonstrates the ability to repay the loan without selling such securities. None of our directors or executive officers has pledged shares of our stock as collateral for a loan or holds shares of our stock in a margin account.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2020 all required Section 16 reports were timely filed during 2020 by our directors, executive officers and beneficial owners of more than 10% of our common stock, except that Mr. Bonner filed a Form 5 on February 12, 2021 to report two transactions relating to the vesting of a prior restricted stock unit award that were required to be reported by September 8, 2020, Mr. Roy filed a Form 5 on February 12, 2021 to report two equity awards that were required to be reported by April 30, 2020 and Mr. Williams filed a Form 4 on May 12, 2020 to report two equity awards that were required to be reported by May 8, 2020.

Certain Relationships and Related Party Transactions

On February 14, 2018, the Company and a certain stockholder, Kevin Charlton, who is a member of the Board, entered into an underwriting agreement with Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated as representatives of the several underwriters named therein, in connection with an underwritten public offering of our Common Stock. Mr. Charlton, as the selling stockholder, received approximately $0.8 million of net proceeds from this offering, before expenses. We received approximately $84.6 million of net proceeds from this offering, before expenses.

The Company has entered into indemnification agreements with each of its directors and executive officers.

The Audit Committee must review and approve any related party transaction we propose to enter into in which the amount involved exceeds $120,000. The Audit Committee charter details the policies and procedures relating to transactions that may present actual, potential or perceived conflicts of interest and may raise questions as to whether such transactions are consistent with the best interest of the Company and its stockholders. A summary of such policies and procedures is set forth below.

Any potential related party transaction that is brought to the Audit Committee’s attention will be analyzed by the Audit Committee, in consultation with outside counsel or members of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a related party transaction. At its meetings, the Audit Committee will be provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction, the business purpose of the transaction and the benefits to us and to the relevant related party.

In determining whether to approve a related party transaction, the Audit Committee must consider, among other factors, the following factors to the extent relevant:

Any member of the Audit Committee who has an interest in the transaction under discussion must abstain from voting on the approval of the transaction, but may, if so requested by the chairman of the Audit Committee, participate in some or all of the Audit Committee’s discussions of the transaction. Upon completion of its review of the transaction, the Audit Committee may determine to permit or to prohibit the transaction.

Elements of 20192020 Compensation

We strive to recruit individuals who will support the Company’s mission and values. To accomplish this overarching goal, the Company’s executive compensation philosophy aims to properly motivate management with an easy-to-comprehend compensation package that seeks to provide our NEOs with base salaries, annual cash bonuses, and long-term equity-based compensation awards. Our NEOs also receive certain retirement, health, welfare, and additional benefits as described below.

Compensation Best Practices

The Company maintains compensation arrangements intended to enhance returns to stockholders and include sound corporate governance features. We have listed below some of the more significant governance practices that we have adopted and the practices we have avoided, which we believe promote responsible pay and governance principles and alignment with stockholder interests.

Advisory Vote on Executive Compensation and Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

We held an advisory vote on the compensation of our NEOs (sometimes referred to as the “Say-on-Paysay-on-pay”” vote) and an advisory vote on the frequency of futureSay-on-Paysay-on-pay votes (sometimes referred to as the “Say-on-Frequencysay-on-frequency”” vote) at our 2019 annual meeting. At our 20192020 annual meeting of stockholders, approximately 97%24% ofthe advisory votes cast voted to approve the compensation for our NEOs. TheAs a result of such vote, the Compensation Committee viewed this voteengaged in conversations with two stockholders who were identified as supportivenot approving the compensation of our NEOs at our 2020 annual meeting of stockholders and who in the aggregate held approximately 73% of the votes cast against the compensation for our NEOs at such meeting. Directors and members of the Compensation Committee entered into an open dialogue with such stockholders, listening to their concerns and holding extensive discussions related compensation philosophy and the compensation of our NEOs. Subsequently, such stockholders have expressed that they would now approve the compensation of our NEOs, and therefore the Compensation Committee did not make any specific changes as a result of the vote.

We will continue to consider the outcome for our “Say-on-Paysay-on-pay”” votes and stockholder views annually when making future compensation decisions for our executive officers.

Process for Determining Executive Compensation

The Compensation Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company. The Compensation Committee uses several different tools and resources in reviewing elements of executive compensation and making compensation decisions, including our compensation consultant noted below. These decisions, however, are not purely formulaic and the

Compensation Committee exercises judgment and discretion as appropriate, taking into consideration our financial results, culture, goals, and initiatives and whether each particular element provides an appropriate incentive and reward for performance that sustains and enhances long-term stockholder value. Included in these considerations is an assessment of the executive officer’s current total compensation, leadership, integrity, individual performance, prospect for future performance, years of experience, skill set and contributions to our financial results and the creation of stockholder value. The Compensation Committee considers input from our CEO in making determinations regarding our executive compensation program and the individual compensation of each executive officer, other than our CEO. Our CEO and management also provide information to the Compensation Committee regarding the performance of the Company for the determination of annual bonuses and long-term equity awards. The Compensation Committee makes the final determination of NEO compensation. Our CEO makes no recommendations regarding, and does not participate in discussions about, his own compensation.

The Compensation Committee retained the Rewards Solutions practice of Aon plc, an independent compensation consultant, to assist the Compensation Committee in assessing and determining executive compensation for 2019.2020. In 2019,2020, Aon plc assisted the Compensation Committee by providing competitive compensation data to assist in pay determinations, assessing the design of our short-term and long-term incentive programs, providing information on trends in executive compensation and governance, and advising on compensation to provide executives in connection with the transition in Company leadership. The Compensation Committee took into account the information provided by Aon plc to determine executive compensation for 2019.

2020.

On an annual basis, the Compensation Committee reviews and discusses compensation data for our CEO and our other NEOs as compared to compensation data for similarly situated executive officers at peer companies selected and recommended by the compensation consultant and approved by the Compensation Committee. The compensation consultant recommends peer companies that are similar in size (as measured by revenues and EBITDA) and have similar lines of business to the Company (i.e., transportation and logistics companies) and/or have experienced significant growth over multiple years (i.e., high-growth industrial companies). The Compensation Committee believes the comparator group is appropriate because it reflects the Company’s market for executive talent and customers and is aligned with the Company’s scope of operations and complexity.

The Compensation Committee worked with Aon plc to develop our compensation peer group in late 2017 using the factors noted. On an annual basis, the compensation consultant and Compensation Committee review the appropriateness of the peer group. In advance of 20192020 compensation determinations, the Compensation Committee and Aon plc reviewed the composition of the peer group and determined that the companies comprising the peer group continued to be appropriate for pay level, pay design, and performance purposes. Accordingly, no changes were made by the Compensation Committee to the peer group for 2019.2020. The following companies comprised the 20192020 peer group: Werner Enterprises, Inc., Roadrunner Transportation Systems, Inc., Atlas Air Worldwide Holdings, Inc., Echo Global Logistics, Inc., Saia, Inc., Universal Logistics Holdings, Inc., Knight-Swift Transportation Holdings Inc., Forward Air Corporation, Air Transport Services Group, Inc., Marten Transport, Ltd., Covenant Transportation Group, Inc., Heartland Express, Inc., Spirit Airlines, Inc., The Middleby Corporation, The Greenbrier Companies, Inc., Aerojet Rocketdyne Holdings, Inc., Cornerstone Building Brands, Inc., HEICO Corporation, Allegiant Travel Company, Patrick Industries, Inc., Apogee Enterprises, Inc., Argon, Inc., NN, Inc., Lydall, Inc., Astronics Corporation, and Trex Company, Inc.

Changes to Our Program in 2020

In late 2019 and early 2020, the Compensation Committee conducted an in-depth assessment of our executive compensation program to determine whether any changes were appropriate to help ensure that the program meets our goals of attracting, retaining, and motivating valuable executives, driving long-term stockholder value creation and financial performance that underpins that stockholder value creation, and aligning our executives’ financial interests with the success of the Company. In 2020, the Compensation Committee decided that our executive compensation program in its current form should be modified prospectively to better meet these objectives.objectives, and has accordingly implemented the following modifications:

Agreements with Our Named Executive Officers

The Company was party to employment agreements with each of our sixthree NEOs for 2019—Don R. Daseke, Bharat Mahajan, R. Scott Wheeler, Angie J. Moss,2020: Chris Easter, Jason Bates and Brian Bonner.Rick Williams. The employment agreements provide for compensatory payments and benefits upon certain termination events, including termination events following a change in control. In addition, the employment agreements provide for limited termination and change in control protections in connection with certain awards granted pursuant to the Incentive Plan. These provisions are intended to allow our NEOs to more objectively manage the Company and serve as a recruiting and retention tool. Pursuant to their employment agreements, our NEOs are subject to certain post-termination restrictions, including confidentiality, non-competition, and non-solicitation obligations. For a description of the terms of the employment agreements with each of our NEOs, please see the section below entitled “Narrative“—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.” For a more complete description of our obligations under the employment agreements in the event of a termination of employment or change in control, please see the section below entitled “Potential“—Potential Payments Upon Termination or Change in Control.”

Tax and Accounting Considerations

The Compensation Committee and the Company review and consider the tax, accounting, and securities law implications of our compensation programs.

Section 162(m)—When setting executive compensation, we consider many factors, such as attracting and retaining executives and providing appropriate performance incentives. We also consider the after-tax cost to the Company in establishing executive compensation programs, both individually and in the aggregate, but tax deductibility is not our sole consideration. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally disallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to their chief executive officer, chief financial officer, and the next three most highly compensated executive officers (as well as certain other officers who were covered employees in years after 2016). The 2017 Tax Act eliminated most of the exceptions from the $1 million deduction limit, except for certain arrangements in place as of November 2, 2017. As a result, most of the compensation payable to our NEOs in excess of $1 million per person in a year will generally not be fully deductible.

Accounting for Executive Compensation—Currently, we account for all equity-based compensation under the rules of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). This rule requires us to estimate the expense of each equity award over the vesting period of the award and record it as such. We are also obligated to record cash-based awards as an expense at the time our payment obligation is accrued.

Grants of Plan-Based Awards Table

In December 2020, in connection with Mr. Easter’s retirement, we entered into a separation agreement with him pursuant to which, among other things, (i) Mr. Easter’s employment with the Company terminated on December 31, 2020; (ii) Mr. Easter agreed not to acquire any voting securities of the Company until after December 31, 2022; (iii) Mr. Easter agreed not nominate or recommend for nomination any person for election to the Board until after December 31, 2022; (iv) Mr. Easter agreed not to solicit proxies regarding the election or removal of directors until after December 31, 2022; (v) Mr. Easter agreed not to submit any proposal for consideration at, or bring any other business before, any stockholder meeting until after December 31, 2022; (vi) Mr. Easter agreed not to form, join or participate in any group with respect to any voting securities of the Company, in each case, without the Company’s prior approval until after December 31, 2022; and (vii) Mr. Easter agreed to decline any nomination, election or appointment to serve on the Board for a period of six years following the effective date of such separation agreement. The separation agreement also provided for severance benefits the terms of which are described in more detail below in the section titled “—Potential Payments Upon Termination or Change in Control.”

Employment Agreements with Messrs. Bates and Williams

In April 2020, we entered into an employment agreement with Mr. Bates, which provides, among other things: (i) Mr. Bates will serve as the Executive Vice President and Chief Financial Officer of the Company and will perform the duties assigned to him by the Board or the Chief Executive Officer or their respective designees; (ii) Mr. Bates’ employment will be on an at-will basis and there will be no fixed employment period; (iii) Mr. Bates will be entitled to an annualized base salary of $450,000; (iv) Mr. Bates will be eligible to earn an annual discretionary bonus with target value of 75% of his base salary; (v) Mr. Bates will be eligible to participate in the Incentive Plan, with a target annual award having a grant date fair value equal to 80% of Mr. Bates’ base salary, which for 2020 consisted entirely of non-qualified stock options to purchase up to 223,600 shares of Common Stock, with an exercise price of $1.38 per share that are scheduled to vest in three equal annual installments, subject to Mr. Bates’ continued employment (the “Bates 2020 Target Award”); (vi) Mr. Bates will receive a one-time equity award in 2020 (the “Bates Turn-Around Award”) consisting entirely of 388,500 PSUs that are eligible to vest at the end of a three-year performance period subject to the achievement of specified stock price hurdles and Mr. Bates’ continued employment.; (vii) Mr. Bates will receive a one-time award of non-qualified stock options to purchase up to 186,300 shares of Common Stock, with an exercise price of $1.38 per share that are scheduled to vest in three equal annual installments, subject to Mr. Bates’ continued employment (the “Bates Make-Whole Award”); (vii) Mr. Bates will be entitled to receive a sign-on award in the form of a one-time cash payment of $75,000; and (ix) Mr. Bates will be entitled to a one-time cash payment of $250,000 to serve as a signing bonus that can be used to assist with relocation expenses. The Bates 2020 Target Award, the Bates Turn-Around Award, and the Bates Make-Whole Award also provide for accelerated vesting of outstanding awards under limited circumstances, which are described in more detail below in the section titled “Potential“—Potential Payments Upon Termination or Change in Control.”

WeIn May 2020, we entered into an employment agreement with Mr. Bonner in September 2019,Williams, which provides, an initial termamong other things: (i) Mr. Williams will serve as the Executive Vice President and Chief Operating Officer of one yearthe Company and thatwill perform the agreement may potentially continue thereafterduties assigned to him by the Board or the Chief Executive Officer or their respective designees; (ii) Mr. Williams’ employment will be on an at-will basis unless otherwise determined by the Board. Theand there will be no fixed employment agreement provides forperiod; (iii) Mr. Williams will be entitled to an annualized base salary of $600,000. In consideration$525,000; (iv) Mr. Williams will be eligible to earn an annual discretionary bonus with target value of service75% of his base salary; (v) Mr. Williams will be eligible to participate in the Incentive Plan, as Executive Chairman, Mr. Bonner also entered into, effective as of September 6, 2019, an RSUamended, with a target annual award agreement (the “Bonner RSU Agreement”) that provides forhaving a grant date fair value equal to 80% of RSUsMr. Williams’ base salary, which for 2020 consisted entirely of non-qualified stock options to purchase up to 260,900 shares of Common Stock, with an exercise price of $1.41 per share that willare scheduled to vest in twothree equal annual installments, on each of the first and second anniversaries of the grant date, subject to Mr. Bonner’s continuous serviceWilliams’ continued employment (the “Williams 2020 Target Award”); (vi) Mr. Williams will receive a one-time equity award in 2020 (the “Williams Turn-Around Award”) consisting entirely of 453,200 PSUs that are eligible to vest at the end of a three-year performance period subject to the Companyachievement of specified stock price hurdles and Mr. William’s continued employment; and (vii) Mr. Williams will receive a one-time grant of non-qualified stock options to purchase up to 310,600 shares of Common Stock, with an exercise price of $1.41 per share that are scheduled to vest in three equal annual installments, subject to Mr. Williams’ continued employment (the “Williams Promotion Award”); and (viii) Mr. Williams will be entitled to receive a $300,000 retention award in cash if his employment agreement has not been terminated as an employee or member of May 6, 2023. The Williams 2020 Target Award, the Board. The Bonner RSU AgreementWilliams Turn-Around Award, and the Williams Promotion Award also providesprovide for vested accelerationaccelerated vesting of outstanding RSUsawards under limited circumstances, which are described in more detail below in the section titled “Potential“—Potential Payments Upon Termination or Change in Control.” If the Incentive Plan does not contain a sufficient number of shares under the Williams 2020 Target Award, the Williams Turn-Around Award, and the Williams Promotion Award, the awards will be settled in cash.

Each Current Executive isMessrs. Bates and Williams are able to participate in the same incentive compensation and benefit plans in which other senior executives of the Company are eligible to participate.

PursuantAlso pursuant to the terms of their employment agreements, each Current Executive isMessrs. Bates and Williams are entitled to severance payments in certain limited circumstances. Severance benefits to be provided under the employment agreements are described in more detail below in the section titled “Potential“—Potential Payments Upon Termination or Change in Control.”

Each of theThe employment agreements with the Current ExecutivesMessrs. Bates and the Company containsWilliams contain a “clawback” provision that enables the Company to recoup any amounts paid to an executive as incentive compensation under his or her employment agreement if so required by applicable law, any applicable securities exchange listing standards or any clawback policy adopted by the Company. None of the employment agreements with the Current ExecutivesMessrs. Bates and Williams provide for any tax gross-up payments. If amounts payable to such executiveMessrs. Bates or Williams under his or hertheir employment agreementagreements or otherwise exceed the amount allowed under Section 280G of the Code for such executive (thereby subjecting the executive to an excise tax), then such payments due to the Current ExecutiveMessrs. Bates or Williams under thetheir employment agreementagreements will either (i) be reduced (but not below zero) so that the aggregate present value of the payments and benefits received by the executive is $1.00 less than the amount which would otherwise cause the Current ExecutiveMessrs. Bates or Williams to incur an excise tax under Section 4999 of the Code or (ii) be paid in full, whichever produces the better net after-tax position to the executive.

Employment Agreement and Transition and Separation Agreement with Ms. Moss

We entered into an employment agreement with Ms. Moss in February 2017, which provided for an initial three-year term and that the agreement would be automatically extended for successive one-year periods unless either party provided written notice of termination at least 60 days prior to the date the then-current employment term would otherwise end. The employment agreement provided for an annual salary of at least $300,000 and target annual cash bonus opportunities of at least $150,000, with the ability to be greater than or less than the target amount based upon the attainment of performance goals and milestones determined by the Compensation Committee.

Ms. Moss was eligible to participate in the same incentive compensation and benefit plans in which other senior executives of the Company were eligible to participate under her employment agreement. Ms. Moss’s employment agreement also contained a “clawback” provision that enabled the Company to recoup any amounts paid to her as an annual bonus or incentive compensation if so required by applicable law, any applicable securities exchange listing standards or any clawback policy adopted by the Company.

On April 2, 2020, we entered into a transition and separation agreement with Ms. Moss, under which she is scheduled to continue in employment with the Company through May 29, 2020, at which time her service with the Company is scheduled to end. Severance benefits to be provided to Ms. Moss under her transition and separation agreement are described in more detail below in the section titled “Potential Payments Upon Termination or Change in Control.”

Employment Agreements with Former Executives

During 2019, we also had employment agreements with Messrs. Daseke, Wheeler and Mahajan (collectively, the “Former Executives”). The employment agreements of Mr. Daseke and Mr. Wheeler each had an initial five-year term, but were amended effective as of August 30, 2018 to provide for a term ending on June 30, 2023. Mr. Mahajan’s employment agreement also had an initial five-year term. The employment agreements provided that these terms would be automatically extended for successive one-year periods unless either party provided written notice of termination at least 60 days prior to the date the then-current employment term would otherwise end. The employment agreements provided for annual salaries of at least $550,000 and $400,000 for Mr. Daseke and Mr. Mahajan, respectively, and target annual cash bonus opportunities of at least $150,000 and $225,000, respectively, with the ability to be greater than or less than the target amount based upon the attainment of performance goals and milestones determined by the Compensation Committee. Mr. Wheeler’s employment agreement provided for an annual salary of at least $450,000 and target cash bonus opportunity of $350,000 with the ability to be greater than or less than the target amount based upon the attainment of performance goals and milestones determined by the Compensation Committee, but these amounts were amended effective as of February 26, 2019 to be $525,000 and $275,000, respectively.

The Former Executives were eligible to participate in the same incentive compensation and benefit plans in which other senior executives of the Company were eligible to participate.

Each of the employment agreements between the Former Executives and the Company contained a “clawback” provision that enabled the Company to recoup any amounts paid to an executive as an annual bonus or incentive compensation under his employment agreement if so required by applicable law, any applicable securities exchange listing standards or any clawback policy adopted by the Company.

Separation Agreement with Mr. Daseke

In connection with his retirement from the Company, we entered into a separation agreement with Mr. Daseke dated August 23, 2019 (the “Daseke Separation Agreement”). The Daseke Separation Agreement provides, among other things, that: (i) Mr. Daseke retired as our CEO effective as of August 14, 2019 (the “Daseke Separation Date”) and that Mr. Daseke also resigned from all other employment positions with the Company’s subsidiaries on the Daseke Separation Date; and (ii) after the Daseke Separation Date, Mr. Daseke will remain an outside director on the Board with the title “Chairman Emeritus” and will receive compensation commensurate with other outside directors.

In addition, the Daseke Separation Agreement provides that Mr. Daseke will be entitled to receive, among other things: (i) his regular annual base salary of $550,000 from the Daseke Separation Date through February 27, 2020 (the “Daseke Transition Date”) in accordance with the Company’s normal payroll procedures; (ii) an amount equal to the target value of his 2019 annual bonus of $150,000 as soon as practicable following the Daseke Transition Date, but in no event later than March 15, 2020; (iii) an amount equal to $1,050,000, which is payable over an 18-month period following the Daseke Transition Date; (iv) Company-subsidized COBRA reimbursements for up to 18 months following the Daseke Separation; (v) eligibility for reimbursements equal to the difference between his actual cost paid to purchase personal medical coverage that is reasonably comparable to the coverage provided by the Company’s group medical plan from February 14, 2021 through August 14, 2021, and the contribution amount owed by similarly situated employees for the same or similar medical coverage; (vi) reimbursements for Mr. Daseke’s cost to maintain certain life insurance coverage similar to that which was provided to him prior to the Daseke Separation Date under the Company’s group life insurance plan for the period beginning on the Daseke Separation Date and ending on the Daseke Transition Date; (vii) payment within 60 days of the Daseke Separation Date of $1,500 for the loss of coverage under the Company’s group dental and vision plans from the Daseke Separation Date through the Daseke Transition Date; (viii) the furniture and fixtures currently located in Mr. Daseke’s and Barbara Daseke’s Company offices; and (ix) reimbursement for up to $35,000 of reasonable legal fees incurred by Mr. Daseke in connection with the negotiation of the Daseke Separation Agreement.

Pursuant to the Daseke Separation Agreement, Mr. Daseke’s unvested equity awards granted prior to the Daseke Separation Date (the “Daseke Outstanding Equity Awards”) will continue to vest and become and remain exercisable through the Daseke Transition Date as though his employment continued through such date. On February 28, 2020, Mr. Daseke will immediately become vested in any then unvested Daseke Outstanding Equity Awards that would have become vested on or prior to December 31, 2020. Mr. Daseke’s outstanding stock options will remain exercisable, without regard to his termination of employment, until the latest expiration date provided therein. Other than as described in the preceding sentences of this paragraph, Mr. Daseke has no further rights or benefits owed to him with respect to the Daseke Outstanding Equity Awards.

The Daseke Separation Agreement includes a customary release of claims by Mr. Daseke in favor of the Company and its affiliates and Mr. Daseke’s eligibility and entitlement, if any, to each severance payment and any other payment and benefit described above is subject to the non-revocation of such release of claims. In addition, the Daseke Separation Agreement provides that Mr. Daseke shall remain subject to confidentiality, non-competition, non-solicitation, and certain other restrictive covenant obligations in the Employment Agreement between the Company and Mr. Daseke, effective as of February 27, 2017, as amended, following the Daseke Separation Date. The Daseke Separation Agreement also includes a release of claims by the Company in favor of Mr. Daseke related to or arising from Mr. Daseke’s employment with the Company.

Transition and Separation Agreement with Mr. Mahajan

On September 3, 2019, the Company entered into a Transition and Separation Agreement with Mr. Mahajan that became effective September 11, 2019 in connection with his termination of employment (the “Mahajan Separation Agreement”), which became effective October 4, 2019 (the “Mahajan Separation Date”), although Mr. Easter began serving as our principal financial officer effective September 6, 2019.

Under the Mahajan Separation Agreement, subject to his execution and non-revocation of a release of claims, Mr. Mahajan became entitled to receive, among other things: (i) a lump sum payment of $1,450,000; (ii) reimbursement for certain residential and relocation expenses (including taxes associated with such reimbursements) up to an aggregate of $200,000, subject to various limitations set forth in the Mahajan Separation Agreement; (iii) reimbursement for up to $15,000 of reasonable legal fees incurred by Mr. Mahajan in connection with the negotiation of the Mahajan Separation Agreement; and (iv) reimbursement for up to $25,000 towards the cost of tax advice and return preparation services and outplacement services.

Mr. Mahajan forfeited all outstanding equity awards in connection with his termination of employment.

The Mahajan Separation Agreement includes a customary release of claims by Mr. Mahajan in favor of the Company and its affiliates and Mr. Mahajan’s eligibility and entitlement, if any, to each severance payment and any other payment and benefit described above is subject to the non-revocation of such release of claims and the execution and non-revocation of a supplemental release of claims after the Mahajan Separation Date. In addition, the Mahajan Separation Agreement provides that Mr. Mahajan shall remain subject to confidentiality, non-competition, non-solicitation, and certain other restrictive covenant obligations in the Employment Agreement between the Company and Mr. Mahajan, effective as of September 6, 2018, following the Mahajan Separation Date.

Separation Agreement with Mr. Wheeler

On September 4, 2019, the Company entered into a Separation Agreement with Mr. Wheeler in connection with his termination of employment (the “Wheeler Separation Agreement”). Under the Wheeler Separation Agreement, subject to his execution and non-revocation of a release of claims, Mr. Wheeler is entitled to receive, among other things: (i) his regular annual base salary of $525,000 through February 27, 2020 (the “Wheeler Transition Date”) in accordance with the Company’s normal payroll procedures; (ii) an amount equal to $1,312,500 (equal to 1.5 times Mr. Wheeler’s annual base salary and the target value of his 2018 annual bonus), which is payable in certain installments between the Wheeler Transition Date and December 31, 2020; (iii) an amount equal to $75,000 within 10 business days of the Effective Date in connection with Mr. Wheeler’s resignation from the Board; (iv) Company-subsidized COBRA reimbursements for up to 18 months following his separation date; and (v) eligibility for reimbursements equal to the difference between his actual cost paid to purchase personal medical coverage that is reasonably comparable to the coverage provided by the Company’s group medical plan from March 4, 2021 through September 4, 2021, and the contribution amount owed by similarly situated employees for the same or similar medical coverage.

Pursuant to the Wheeler Separation Agreement, Mr. Wheeler’s unvested equity awards (the “Wheeler Outstanding Equity Awards”) immediately vested and became exercisable on September 4, 2019 as though his employment continued through the Wheeler Transition Date. Mr. Wheeler’s outstanding and vested stock options will remain exercisable, without regard to his termination of employment, until February 26, 2027. Other than as described in the preceding sentences of this paragraph, Mr. Wheeler has no further rights or benefits owed to him with respect to the Wheeler Outstanding Equity Awards.

The Wheeler Separation Agreement includes a customary release of claims by Mr. Wheeler in favor of the Company and its affiliates and Mr. Wheeler’s eligibility and entitlement, if any, to each severance payment and any other payment and benefit described above is subject to the non-revocation of such release of claims. In addition, the Wheeler Separation Agreement provides that Mr. Wheeler shall remain subject to confidentiality, non-competition, non-solicitation, and certain other restrictive covenant obligations in the Employment Agreement between the Company and Mr. Wheeler, effective as of February 27, 2017, as amended, following Mr. Wheeler’s separation date. The Wheeler Separation Agreement also includes a release of claims by the Company in favor of Mr. Wheeler related to or arising from Mr. Wheeler’s employment with the Company.

Outstanding Equity Awards At Fiscal Year-End Table

The following table reflects information regarding outstanding equity-based awards held by our NEOs as of December 31, 2019.2020.

Potential Payments Upon Termination or Change in Control

The following descriptions are not intended to be a comprehensive summary of the employment agreements and are qualified in its entirety by reference to such agreements, which are on file with the SEC.

Employment AgreementsSeparation Agreement with Messrs.Mr. Easter and Bonner

As described above in the section entitled “Narrative“—Narrative to Summary Compensation TableTable” we have entered into a separation agreement with Mr. Easter on December 30, 2020, which provided Mr. Easter with separation benefits in connection with his retirement. Mr. Easter’s separation agreement provides that Mr. Easter will receive, among other things, (i) his regular annual base salary through December 31, 2020; (ii) an annual bonus for 2020 in the gross amount of $1.4 million; and Grants(iii) in exchange for Mr. Easter’s waiver of Plan-Based Awardsany claim in relation to the unvested portion of any outstanding equity awards, four equal payments of $475,000 on each of June 30, 2021, December 31, 2021, June 30, 2022, and December 31, 2022.

Mr. Easter’s separation agreement also includes a customary release of claims by him (on behalf of himself and his agents, spouse, heirs, executors, successors and assigns) in favor of the Company and its affiliates, and Mr. Easter’s eligibility and entitlement, if any, to the severance payments and any other payments and benefits described therein is subject to the non-revocation of such release of claims. In addition, Mr. Easter’s separation agreement provides that Mr. Easter shall remain subject to general confidentiality obligations in his amended and restated employment agreement as well as noncompetition and non-solicitation restrictions for a period of 24 months following December 31, 2020. Mr. Easter’s separation agreement also includes a release of claims by the Company (on behalf of itself and its subsidiaries, successors and assigns) in favor of Mr. Easter, his agents, spouse, heirs, executors, successors and assigns related to or arising from Mr. Easter’s employment with the Company, the cessation thereof and Mr. Easter’s amended and stated employment agreement, based on facts known by the Board, or facts that the Board should have known upon reasonable inquiry, as of December 31, 2020. Mr. Easter’s separation agreement also contains a mutual non-disparagement provision.

Employment Agreements with Messrs. Bates and Williams

As described above in the section entitled “—Narrative to Summary Compensation Table,” we have entered into employment agreements with each of Messrs. EasterBates and Bonner in April 2020 and September 2019, respectively.Williams. The following summarizes the impact of certain termination events or the occurrence of a change in control on each NEO’s entitlement to severance and other benefits under these employment agreements.

If the employment of Messrs. EasterMr. Bates or BonnerWilliams is terminated by the Company for cause or by the executive without good reason, such executive will be entitled to receive (i) all accrued salary through the date of termination and (ii) any post-employment benefits due under the terms and conditions of the Company’s benefits plans. The executive will not be entitled to any additional amounts or benefits as the result of a termination of employment for cause or by the executive without good reason.

If the employment of Mr. EasterBates or Williams is terminated by the Company without cause, or if Mr. Easter resigns for good reason, Mr. Eastersuch executive will be entitled to: (i) a severance amount equal to the sum of (A) 2418 months of base salary plus (B) a pro rata portion of his target annual bonus for the year in which he is terminated; (ii) up to 2418 months of Company-subsidized COBRA coverage; and (iii) the accelerated vesting of any outstanding equity awards, with performance-based conditions vesting on actual achievement of the applicable performance-based conditions, except for the EasterBates 2020 Target Award, the Bates Turn-Around Award, the Bates Make-Whole Award, the Williams 2020 Target Award, the Williams Turn-Around Award, and the Easter Turn-AroundWilliams Promotion Award, which provide for accelerated vesting in the circumstances described below.

If the employment of Mr. Easter’s employmentBates or Williams is terminated due to his death or disability, Mr. Eastersuch executive will be entitled to: (i) a pro rata portion of his target annual bonus for the year in which he is terminated; and (ii) the accelerated vesting of any outstanding equity awards that would have vested in the year of termination, with performance-based conditions vesting on actual achievement of the applicable performance-based conditions, except for the EasterBates 2020 Target Award, the Bates Turn-Around Award, the Bates Make-Whole Award, the Williams 2020 Target Award, the Williams Turn-Around Award, and the EasterWilliams Promotion Award,, which provide for accelerated vesting in the circumstances described below.

If Mr. Williams terminates the Employment Agreement for convenience after May 6, 2023, the Company may elect to pay Mr. Williams a severance payment equal to his monthly base salary for up to 18 months in order to extend the Prohibited Period (as defined in the Employment Agreement). If Mr. Williams’ employment is terminated due to his death or disability, he will be entitled to, subject to his execution and non-revocation of a release of claims against the Company: (i) a pro rata portion of his target annual bonus for the year in which he is terminated; and (ii) the accelerated vesting of any outstanding equity awards that would have vested in the year of termination, with performance-based conditions vesting on actual achievement of the applicable performance-based conditions, except for the Williams 2020 Target Award, the Williams Turn-Around Award and the Williams Promotion Award, which provide for accelerated vesting in the circumstances described below.

If the employment of Mr. Bonner is terminated by the Company without cause or by Mr. Bonner for good reason, he will be entitled to an amount equal to $600,000 less the aggregate base salary paid from August 15, 2019 through the date of termination.

If the employment of Mr. Bonner is terminated by the Company due to Mr. Bonner’s death or disability, he will be entitled to receive (i) all accrued salary through the date of terminationMessrs. Bates and (ii) subject to the terms and conditions of any benefit plans in which he may participate at the time of such termination, any post-employment benefits available pursuant to the terms of those plans. Mr. Bonner will not be entitled to any additional amounts or benefits as the result of a termination of employment due to death or disability.

Messrs. Easter’s and Bonner’sWilliams’ eligibility and entitlement, if any, to each severance payment and any other payment and benefit described above is subject to the execution and non-revocation of a customary release of claims agreement by such executive. Each executive is also subject to general confidentiality obligations in his employment agreement as well as noncompetition and nonsolicitationnon-solicitation restrictions for a period of 24 months for Mr. Easter and 12 months for Mr. Bonner.18 months. Under their employment agreements, “good reason” for each of Messrs. EasterBates and BonnerWilliams generally means the occurrence of any of the following, without his consent: (i) a material reduction in base salary or target annual bonus, other than a general reduction in base salary or target annual bonus that affects all similarly situated executives in substantially the same proportions, (ii) a material diminution in his position, responsibilities or duties or the assignment of him to a position, responsibilities or duties of a materially lesser status or degree of responsibility than his position, responsibilities or duties; or (ii)(iii) any material breach by the Company of any provision of his employment agreement. For Mr. Easter, good reason also includes (i) requiring him to be based more than 40 miles away from his current office; (ii) failure to have his employment agreement assumed following a change in control; (iii) a merger or acquisition involving the Company where the current stockholders do not comprise more than 50% of the stockholders following such merger or acquisition; (iv) the consummation of a “hostile takeover” tender offer wherein any person or entity takes control of the Company through a purchase of 40% or more of the outstanding shares of the Company’s stock; (v) the consummation of a “hostile takeover” proxy contest wherein any person or entity takes control of the Company through the replacement of 50% of the Board; (vi) closing of a sale or liquidation of substantially all the assets of the Company; or (vii) the Board fails to nominate Mr. Easter to serve as a member of the Board.

Under the employment agreements, “cause” generally means: (i) the commission by the executive of fraud, breach of fiduciary duty, theft, or embezzlement against the Company, its subsidiaries, affiliates or customers; (ii) the executive’s willful refusal without proper legal cause to faithfully and diligently perform his or her duties; (iii) the breach of the confidentiality, noncompetition, nonsolicitationnon-solicitation or intellectual property provisions in the executive’s employment agreement or the material breach of any other written agreement between the executive and one or more members of affiliated entities including the Company and its direct and indirect subsidiaries; (iv) the executive’s conviction of, or plea of guilty ornolo contendereto, a felony (or state law equivalent) or any crime involving moral turpitude; (v) willful misconduct or gross negligence by the executive in the performance of duties to the Company that has or could reasonably be expected to have a material adverse effect on the Company; or (vi) the executive’s material breach and violation of the Company’s written policies pertaining to sexual harassment, discrimination or insider trading.

Transition and Separation Agreement with Ms. Moss

As noted above, on April 2, 2020, we entered into a Transition and Separation Agreement with Ms. Moss (the “Moss Separation Agreement”), which provides for severance benefits that are substantially similar to those provided for under her existing employment agreement with the Company.

The Moss Separation Agreement provides that Ms. Moss will be entitled to receive, among other things, the following: (i) continued compensation and employee benefits during the period from April 2, 2020 through May 29, 2020 (or earlier if terminated by either party, the “Transition Period”); (ii) a severance amount equal to the sum of (a) one (1.0) times her current annual base salary plus (b) one (1.0) times her target annual bonus for 2019; and (iii) up to one year of continued COBRA coverage at active employee rates. In addition, Ms. Moss’s outstanding, vested stock options to purchase shares of the Company’s CommonMr. Easter’s Stock at an exercise price of $9.98 will remain exercisable through their original expiration date of February 27, 2027.

The Moss Separation Agreement includes a customary release of claims by Ms. Moss in favor of the Company and its affiliates, which Ms. Moss is required to execute on April 2, 2020 and again at the end of the Transition Period. Ms. Moss’s severance benefits described above are conditioned upon her execution, re-execution, and non-revocation of the release of claims, as well as her continued compliance with confidentiality and certain other restrictive covenant obligations contained in her existing employment agreement with the Company, including nonsolicitation and noncompetition restrictions for 12 months following employment.

Stock Options

Pursuant to the terms of the Incentive Plan and the award agreements underlying the awards held by our NEOs (includingMr. Easter other than the Easter 2020 Target Award),Award and Easter Turn-Around Award described below, upon a “change in control,” all unvested options will become exercisable as of the date of the change in control unless a replacement award is granted by the resulting entity.

Under the Incentive Plan, “change in control” generally means the occurrence of any of the following events: (i) acquisition of beneficial ownership of more than 50% of the combined voting power of securities entitled to vote in the election of members of the Board; (ii) individuals who serve as members of the Board as of the effective date of the Incentive Plan (or members of the Board whose election or nomination to the Board was approved by a vote of the current directors of the Board) ceasing to constitute the majority of the Board; (iii) consummation of a reorganization, merger or consolidation or sale of all or substantially all of the assets of the Company unless (A) the Company’s pre-transaction stockholders hold at least 50% of the voting power of the

resulting entity, (B) no person owns more than 50% of the common stock of the resulting entity and (C) at least a majority of the board of directors of the resulting entity is composed of members of the Company’s pre-transaction Board; or (iv) approval by the Company’s stockholders of a complete liquidation or dissolution of the Company.

Easter 2020 Target Award

Awards

Pursuant to the terms of the EasterBates 2020 Target Award and Williams 2020 Target Award (collectively, the “2020 Target Awards”) upon (1) a change in control if no replacement award is provided; (2) Mr. Easter’sthe respective NEO’s termination without cause; or (3) Mr. Easter’sthe respective NEO’s resignation for good reason, the unvested portion of the Easter 2020 Target Award will become vested in full and exercisable. If Mr. Easter’sthe NEO’s employment terminates due to his death or disability, the unvested portion of the Easter 2020 Target Award that would have vested in the year of termination will become vested and exercisable.

Under the 2020 Target Awards, “change in control,” “good reason” and “cause” all have the same definitions as described above.

Turn-Around Awards

Pursuant to the terms of the Bates Turn-Around Award and Williams Turn-Around Award (collectively, the “Turn-Around Awards”), upon (1) a change in control; (2) the respective NEO’s termination without cause; (3) the respective NEO’s resignation for good reason; or (4) the respective NEO’s death or disability, the unvested portion of Target Awards will vest based on actual achievement of the applicable performance-based conditions.

Under the Easter 2020 Target Awards, “change in control,” “good reason” and “cause” all have the same definitions as described above.

Bates Make-Whole Award

Pursuant to the terms of the Bates Make-Whole Award, upon (1) a change in control if no replacement award is provided; (2) Mr. Bates’ termination without cause; or (3) Mr. Bates’ resignation for good reason, the unvested portion of the Bates Make-Whole Award will become vested in full and exercisable. If Mr. Bates’ employment terminates due to his death or disability, the unvested portion of the Bates Make-Whole Award that would have vested in the year of termination will become vested and exercisable.

Under the Bates Make-Whole Award, “change in control,” “good reason” and “cause” all have the same definitions as described above.

Easter Turn-AroundWilliams Promotion Award

Pursuant to the terms of the Easter Turn-AroundWilliams Promotion Award, upon (1) a change in control;control if no replacement award is provided; (2) Mr. Easter’sWilliams’ termination without cause; or (3) Mr. Easter’sWilliams’ resignation for good reason; or (4)reason, the unvested portion of the Williams Promotion Award will become vested in full and exercisable. If Mr. Easter’sWilliams’ employment terminates due to his death or disability, the unvested portion of Mr. Easter’s performance-based restricted stock unitsthe Williams Promotion Award that would have vested in the year of termination will vest based on actual achievement of the applicable performance-based conditions.

become vested and exercisable.

Under the Easter Turn-AroundWilliams Promotion Award, “change in control,” “good reason” and “cause” all have the same definitions as described above.

Pursuant to the terms of the Bonner RSU Agreement, upon (i) a change in control, (ii) Mr. Bonner’s resignation from employment under his employment agreement for good reason, or (iii) both Mr. Bonner’s termination of employment by the Company without cause and his cessation of service as a member of the Board in the event the Company fails to nominate him for election by its stockholders, the unvested portion of Mr. Bonner’s RSUs will accelerate and vest in full. If Mr. Bonner’s services terminate due to death or disability, a pro rata portion of Mr. Bonner’s RSUs will accelerate and vest.

Under the Bonner RSU Agreement, “change in control,” “good reason,” and “cause,” all have the same definitions as described above.

The foregoing description is not intended to be a comprehensive summary of the employment agreements and is qualified in its entirety by reference to such agreements, which are on file with, or will subsequently be filed with, the SEC. The following table sets forth the payments and benefits that would be received by each NEO in the event a termination of employment or a change in control of the Company had occurred on December 31, 2019, over and above any payments or benefits such NEO otherwise would already have been entitled to or vested in on such date under any employment contract or other plan of the Company.

Table Illustrating Potential Payments upon Termination or Change in Control

The following table provides information regarding the payments and benefits to which our NEOs would be entitled in the event of termination of such NEO’s employment with the Company and under specified circumstances and in the event of a change in control of the Company. Except as otherwise noted, the amounts shown (i) are estimates only and (ii) assume that the applicable termination of employment was effective, or that the change in control occurred, as of December 31, 2019.

As described above under “Employment Agreements with Messrs. Easter and Bonner,” Mr. Easter entered into an amended and restated employment agreement, and the severance benefits he is now eligible to receive are described above, rather than being reflected in the table below. Additionally, as described above under “Separation Agreement with Mr. Daseke,” “Transition and Separation Agreement with Mr. Mahajan,” and “Separation Agreement with Mr. Wheeler,” respectively, each of Messrs. Daseke, Mahajan and Wheeler experienced a termination of employment in 2019 and the actual severance benefits they received are described in their respective sections, rather than being reflected in the table below. Lastly, the amounts reflected below for Ms. Moss are the actual amounts that she is expected to receive under the Moss Separation Agreement, as described above under “Transition and Separation Agreement with Ms. Moss.”

In addition, our non-employee directors are reimbursed for all out-of-pocket expenses incurred in connection with attending Board or committee meetings. Each director is indemnified for his or her actions associated with being a director to the fullest extent permitted under Delaware law.

Process for Determining Non-Employee Director Compensation

The Compensation Committee conducts an annual review of director compensation and benefits, including cash, equity-based awards and other compensation. In determining non-employee director compensation, the Compensation Committee seeks advice from the independent compensation consultants who are retained by the Board to, among other functions, analyze compensation and develop initial recommendations as to the amount and form of compensation to be paid to the Company’s non-employee directors, including pay mix. In analyzing compensation, the Compensation Committee’s advisor, Aon plc, obtains market compensation information derived from the Company’s peer group as described above. Market data is obtained for each element of Board compensation. The Board then reviews this information with the compensation consultant, as well as any developing trends in director compensation and how the Board’s workload compares to that of the peer group directors, and establishes the go-forward Board compensation arrangements. In establishing the go-forward Board compensation arrangements, the Compensation Committee considers the competitiveness of each element of compensation, as well as the competitiveness of total compensation. The Compensation Committee recommended that the Board approve the 20192020 compensation package, and the Board approved the compensation package for 2019.2020.

PROPOSAL 2—RATIFICATION OF APPOINTMENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We are asking the stockholders to ratify the Audit Committee’s selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2020.2021. The Audit Committee is directly responsible for appointing the Company’s independent registered public accounting firm. The Audit Committee is not bound by the outcome of this vote. However, if the stockholders do not ratify the selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2020,2021, our Audit Committee intends to reconsider the selection of Grant Thornton as our independent registered public accounting firm going forward. A representative of Grant Thornton is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement if he/she desires to do so and will be available to answer appropriate questions from stockholders.

Principal Accounting Fees and Services

The following is a summary of fees paid to Grant Thornton for audit, audit related and tax fees for the years ended December 31, 20182019 and December 31, 2019.

2020.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services provided in connection with regulatory filings and includes interim procedures, quarterly reviews and audit fees, as well as attendance at Audit Committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Fees.Tax fees consist of fees billed for tax return preparation and tax planning and advice.