UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Swift Transportation Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 8, 201524, 2016

To our stockholders:

We cordially invite you to attend the 2015 annual meeting2016 Annual Meeting of Swift’s stockholders.Stockholders of Swift Transportation Company (“Swift”). The meeting will take place at theSwift’s corporate offices of the Company which are located at 2200 S. 75^th Ave., Phoenix, Arizona 85043, on Friday,Tuesday, May 8, 2015,24, 2016, at 9:00 a.m. local time. We look forward to your attendance either in person or by proxy.

The purpose of the meeting is to:

Only stockholders of record at the close of business on March 18, 201528, 2016 may vote at the meeting or any postponements or adjournments of the meeting.

By Order of the Board of Directors,

Virginia HenkelsMickey R. Dragash

Chief Financial OfficerExecutive Vice President, General Counsel and Secretary

Date: April 2, 201522, 2016

TABLE OF CONTENTSTable of Contents

PROXY STATEMENT

SWIFT TRANSPORTATION COMPANY

2200 South 75^th Avenue

Phoenix, Arizona 85043

ANNUAL MEETING OF STOCKHOLDERS

To be held on May 8, 201524, 2016

The Board of Directors (the “Board”) of Swift Transportation Company (the “Company” or “Swift”, “we, “our”) is furnishing you this proxy statement in connection with the solicitation of proxies on its behalf for the 20152016 Annual Meeting of Stockholders (“Annual Meeting”). The meeting will take place at the corporate offices of the Company which are located at 2200 S. 75^th Ave., Phoenix, Arizona, 85043, on Friday,Tuesday, May 8, 2015,24, 2016, at 9:00 a.m. local time. At the meeting, stockholders will vote onon: (i) the election of the six directors named in this proxy statement,statement; (ii) an advisory approval of the compensation of Swift’s named executive officers; (iii) the ratification of KPMG LLP as Swift’s independent registered public accounting firm for the fiscal year 2015;2016; and (iv) a stockholder proposal to develop a recapitalization plan. Stockholders also will consider any other matters that may properly come before the meeting, although we know of no other business to be presented.

By submitting your proxy (either by signing and returning the enclosed proxy card, by voting electronically on the Internet or by telephone), you authorize Richard Stocking, Swift’s President, and Virginia Henkels, Swift’s Executive Vice President and Chief Financial Officer (“CFO”)and Mickey R. Dragash, Swift’s Executive Vice President, General Counsel and Secretary, to represent you and vote your shares at the Annual Meeting in accordance with your instructions. They alsoAlso, they may vote your shares to adjourn the meetingAnnual Meeting and will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.

Swift’s Annual Report to Stockholders for the fiscal year ended December 31, 2014,2015, which includes the Company’s fiscal 20142015 audited consolidated financial statements, accompanies this proxy statement. Although the Annual Report is being distributed with this proxy statement, it does not constitute a part of the proxy solicitation materials and is not incorporated by reference into this proxy statement.

We are first sending the proxy statement, form of proxy and accompanying materials to stockholders on or about April 2, 2015.22, 2016.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE ANNUAL MEETING

When and Where is the Annual Meeting?

What Matters will be Voted upon at the Annual Meeting?

At the Annual Meeting, you will be asked to:

What Constitutes a Quorum?

The presence, either in person or by proxy, of the holders of shares of common stock representing at least a majority of the voting power of our issued and outstanding shares of common stock outstanding and entitled to vote is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes, which are described in more detail below, are counted as shares present at the Annual Meeting for purposes of determining whether a quorum exists.

What if a Quorum is not Present at the Annual Meeting?

If a quorum is not present at the meeting, the holders of a majority of voting power of the shares (but in any event not less than one-third of such shares) of the shares entitled to vote at the meeting who are present, in person or represented by proxy, or the chairman of the meeting, may adjourn the meeting until a quorum is present. The time and place of the adjourned meetingAnnual Meeting will be announced at the time the adjournment is taken, and no other notice will be given.

Who is Entitled to Vote?

Only stockholders of record of Swift’s common stock at the close of business on March 18, 2015,28, 2016, which is the “record date,” are entitled to notice of, and to vote at, the Annual Meeting. Shares that may be voted include shares that are held:

Each share of our Class A common stock will be entitled to one vote on all matters submitted for a vote at the Annual Meeting. Each share of our Class B common stock will be entitled to two votes on all matters submitted for a vote at the Annual Meeting.

As of the record date, March 28, 2016 there were 91,464,10284,901,982 shares of our Class A common stock issued and outstanding and entitled to be voted at the Annual Meeting and 50,991,938 shares of our Class B common stock issued and outstanding and entitled to be voted at the Annual Meeting.

What is the Difference between Holding Shares as a “Registered Owner” and a “Beneficial Owner”?

Most of Swift’s Class A stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between registered shares and those owned beneficially:

What is a Broker Non-Vote?

Generally, a “broker non-vote” occurs when a broker, bank or other nominee that holds shares in “street name” for a customer is precluded from exercising voting discretion on a particular proposal because the: (i) the beneficial owner has not instructed the nominee on how to vote,vote; and (ii) the nominee lacks discretionary voting power to vote on such issues.

Under the rules of the New York Stock Exchange (“NYSE”), as discussed above,below, a nominee does not have discretionary voting power with respect to the approval of “non-routine” matters absent specific voting instructions from the beneficial owners of such shares.

What is the Effect of not Casting your Vote?

Under the rules of the NYSE, a record holder does not have discretionary voting power with respect to the approval of “non-routine” matters absent specific voting instructions from the beneficial owners of such shares. Other than the proposal to ratify the appointment of KPMG LLP (“KPMG”), all of the proposals are considered non-routine matters. Therefore, your shares will not be voted without your specific instructions. Thus, if you hold your shares in street name and you do not instruct your record holder how to vote in the election of directors (Proposal 1), the advisory vote to approve the compensation of Swift’s named executive officers (Proposal 2),or the vote on the stockholder proposal to develop a recapitalization plan (Proposal 4), no votes will be cast on your behalf. Your record holder will, however, continue to have the ability to vote your shares in its discretion on the ratification of the appointment of the independent registered public accounting firm (Proposal 3).

What Stockholder Approval is Necessary for Approval of the Proposals?

Election of Directors (Proposal 1)

Each director shall be elected by a votemajority of the majority of votes cast with respect to that director. This means that a director must receive more “for” than “withheld” votes with respect to that director. However, if the number of

number of nominees is greater than the number of directors to be elected, the directors will be elected by the vote of a plurality of the shares represented in person or by proxy at any stockholder meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal.

Advisory Vote to Approve the Compensation of Swift’s Named Executive Officers (Proposal 2)

Approval of this resolution requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal. While this vote is required by law, it is not binding on the Company or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

Ratification of the Appointment of KPMG as Swift’s Independent Registered Public Accounting Firm (Proposal 3)

The ratification of the Audit Committee’s appointment of KPMG LLP as Swift’s independent registered public accounting firm for the fiscal year 20152016 requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal. Stockholder ratification is not required for the appointment of Swift’s independent registered public accounting firm. However, we are submitting the proposal to solicit the opinion of our stockholders.

Vote on Shareholder Proposal to Develop a Recapitalization Plan (Proposal 4)

Approval of this proposal requires the affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of this proposal.

May I Vote my Shares in Person at the Annual Meeting?

If you are the registered owner of shares of Swift’s common stock on the record date, you have the right to vote your shares in person at the Annual Meeting.

If you are the beneficial owner of shares of Swift’s common stock on the record date, you may vote these shares in person at the Annual Meeting if you have requested a legal proxy from your broker, bank or other nominee (the stockholder of record) giving you the right to vote the shares at the Annual Meeting. You will need to complete such legal proxy and present it to Swift at the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy card or voting instructions so that your vote will be counted if you later decide not to attend the Annual Meeting.

How can I Vote my Shares without Attending the Annual Meeting?

If you are a registered owner, you may instruct the named proxy holders on how to vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided with this proxy statement, or by using the internet voting site or the toll-free telephone number listed on the proxy card. Specific instructions for using the internet and telephone voting systems are on the proxy card. The internet and telephone voting systems will be available until 11:59 p.m. Mountain Standard Time on Thursday,Monday, May 7, 201523, 2016 (the day before the Annual Meeting).

If you are the beneficial owner of shares held in street name, you should instruct your broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee has enclosed with this proxy statement

a voting instruction card for you to use in directing your nominee on how to vote your shares. The instructions from your nominee will indicate whether internet or telephone voting is available and, if so, will provide details regarding how to use those systems.

How will my Proxy be Voted?

Shares represented by a properly executed proxy (in paper form, by Internet or by telephone) that isare received in a timely manner, and not subsequently revoked, will be voted at the Annual Meeting or any adjournment or postponement thereof in the manner directed on the proxy. Richard StockingVirginia Henkels and Virginia HenkelsMickey R. Dragash are named as proxies in the proxy form and have been designated by the Board as the directors’ proxies to represent you and vote your shares at the Annual Meeting. All shares represented by a properly executed proxy on which no choice is specified will be voted:

May I Revoke my Proxy and Change my Vote?

Yes. You may revoke your proxy and change your vote at any time prior to the vote at the Annual Meeting.

If you are the registered owner, you may revoke your proxy and change your vote by:

You should be aware that simply attending the Annual Meeting will not in and of itself constitute a revocation of your proxy.

Will my Vote be Kept Confidential?

Yes, your vote will be kept confidential and not disclosed to the Company unless:

Who Will Pay the Costs of Soliciting Proxies?

Swift will bear all costs of this proxy solicitation. In addition to soliciting proxies by this mailing, our directors, officers and regular employees may solicit proxies personally or by mail, telephone, facsimile or other

electronic means for which solicitation they will not receive any additional monetary compensation. Swift will reimburse brokerage firms, custodians, fiduciaries and other nominees for their out-of-pocket expenses in forwarding solicitation materials to beneficial owners upon our request.

What Other Business Will be Presented at the Annual Meeting?

As of the date of this proxy statement, the Board knows of no other business that may properly be, or is likely to be, brought before the Annual Meeting. If any other matters should arise at the Annual Meeting, the persons named as proxy holders, Richard StockingVirginia Henkels and Virginia HenkelsMickey R. Dragash will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If, for any unforeseen reason, any of the director nominees are not available to serve as a director the named proxy holders will vote your proxy for such other director candidate or candidates as may be nominated by the Board.

Where can I Find the Voting Results of the Annual Meeting?

Swift intends to report voting results of the Annual Meeting on Form 8-K within four business days after the Annual Meeting.

What Should I do if I Receive More than One Set of Voting Materials?

You may receive more than one set of voting materials. These materials includingmay include multiple copies of this proxy statement and multiple proxies or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a registered owner and your shares are registered in more than one name you will receive more than one proxy card. Please vote each proxy and instruction card that you receive.

Who can Help Answer my Questions?

If you have questions concerning a proposal or the Annual Meeting, if you would likerequire additional copies of this proxy statement, or if you need directions to or special assistance at the Annual Meeting, please call the Corporate Secretary at 1-800-800-2200, extension 9073574 or email the Corporate Secretary at ginnie_henkels@swifttrans.com.mick_dragash@swifttrans.com. In addition, information regarding the Annual Meeting is available via the Internet at our website,www.swifttrans.com.

THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Corporate Governance Documents

In furtherance of its goals of providing effective governance of Swift’s business and affairs for the long-term benefit of stockholders and promoting a culture and reputation of the highest ethics, integrity and reliability the Board has adopted Corporate Governance Guidelines,Guidelines. Specifically, charters for each of its Board committees, a Code of Ethics for Principal Executive and Senior Financial Officers and a Code of Business Conduct and Ethics for directors, officers and employees of the Company. Each of these documents is free and available for download in the corporate governance section of the Investor Relations page of our Web site atwww.swifttrans.com. Each of these documents is available free of charge on our website or to receiveYou may also obtain a copy you may also writeby writing to Swift Transportation Company, c/o Corporate Secretary, 2200 S. 75th Ave., Phoenix, AZ 85043.

Risk Management and Oversight

Our full Board oversees our risk management process. Our Board overseesprocess, as well as a company-wide approach to risk management, carried out by our management. Our full BoardBoard: (i) determines the appropriate risk for us generally,as an organization; (ii) assesses the specific risks faced by us,faced; and (iii) reviews the appropriate steps to be taken by

management in order to manage those risks. While the full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our Audit Committee oversees management of

enterprise risks as well as financial risks and is responsible for overseeing potential conflicts of interests. Our Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of our Board. Pursuant to the Board’s instruction, management regularly reports on applicable risks to the relevant committee or the full Board, asBoard. As appropriate, with additional review or reporting on risks are conducted as needed or as requested by our Board and its committees.

Composition of Board and Board Leadership Structure

Our Board currently consists of six members,members: Jerry Moyes, Richard H. Dozer, David Vander Ploeg, Glenn Brown, José A. Cárdenas and William F. Riley III, allIII. All of whomthese directors, other than Mr. Moyes and Mr. Riley, qualify as independent directors under the corporate governance standards of the NYSE and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Board requires the separation of the offices of the Chairman of our Board and our Chief Executive Officer (“CEO”). Currently, our independent Chairman of the Board is Richard H. Dozer. William Post, our former Chairman of the Board until his retirement, was also an independent director. Our Board will be free to choose the Chairman in any way that it deems best for us at any given point in time, provided that the Chairman may not be our CEO or any other employee of Swift. Mr. Dozer is not an employee of the Company nor does Mr. Dozer have any other affiliations with the Company,Company; thereby, qualifying Mr. Dozer as an independent director for service as our Chairman of the Board. If the Chairman of the Board is not an independent director, our Board’s independent directors will designate one of the independent directors on the Board to serve as lead independent director. In addition, so long as our CEO is a permitted holder or an affiliated person (as defined in our certificate of incorporation), the Chairman of our Board must be an independent director. The duties of the Chairman, or the lead independent director if the Chairman is not independent, include:

In the absence or disability of the Chairman, the duties of the Chairman (including presiding at all meetings of our Board and the stockholders) shall be performed and the authority of the Chairman may be exercised by an independent director designated for this purpose by our Board. The Chairman of our Board (if he or she is an

independent director) or the lead independent director, if any, may only be removed from such position with the affirmative vote of a majority of the independent directors and only for the reasons set forth in our By-laws,bylaws; including a determination that the Chairman or lead independent director, as the case may be, is not exercising his or her duties in the best interests of Swift and our stockholders.

Board Diversity

As reflected in the director biographies, the Board prefers a mix of background and experience among its members. The Board does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes and experiences, taken as a whole, will contribute to the high standards of Board service to the Company. The effectiveness of this approach is evidenced by the directors’ participation in insightful and robust, yet mutually respectful, deliberation that occurs at Board and committee meetings.

Board Meetings

The Board held eightnine meetings during the 20142015 calendar year. All then incumbent directors attended all of the Board meetings in 2014 andDuring 2015, all directors attended at least 75% of the aggregate of the Board and committee meetings on which they sit.

Director Attendance at Annual Meeting

All foursix of our then incumbent directors attended Swift’s 20142015 Annual Meeting of Stockholders. Directors are invited and encouraged to attend the Company’s annual meeting of stockholders.

Board Committees

As a result of Jerry Moyes and Vickie Moyes, his wife, jointly with Mr. Moyes,affiliates controlling a majority of the vote of our voting common stock, we qualify as a “controlled company” within the meaning of the corporate governance listing standards of the NYSE. As such, we have the option to elect not to comply with certain of such listing standards. However, consistent with our goal to implement strong corporate governance standards we do not currently, andnor do notwe intend to, elect to be treated as a “controlled company” under the rules of the NYSE.

Our Board has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of whichCommittee. Each committee is composed entirely of independent directors, each of whom is a “non-employee director” as defined in Rule 16b-3(b)(3) under the Exchange Act, and an “outside director” within the meaning of Section 162(m)(4)(c)(i) of the Internal Revenue Code.

Members serve on these committees until their respective resignations or until otherwise determined by our Board. Our Board may from time to time establish other committees.

Current committee memberships are as follows:

Audit Committee

The Audit Committee held thirteen14 meetings in 2014.2015. The Audit Committee performs the following functions:

The Board has determined that Richard H. Dozer and David Vander Ploeg are audit committee financial experts as such term is defined in Item 407(d)(5) of Regulation S-K, promulgated by the Securities and Exchange Commission (“SEC”). The Board has also determined that all members of the Audit Committee satisfy the independence standards of the NYSE listing standards and the SEC requirements and possess the requisite knowledge in financial matters to sit as a member of the Audit Committee.

Compensation Committee

The Compensation Committee held nineseven meetings in 2014.2015. The Compensation Committee performs the following functions:

The Board has determined that all members of the Compensation Committee satisfy the independence listing standards of the NYSE and applicable SEC requirements. All members of the Compensation Committee qualify as “nonemployee directors” for purposes of Rule 16b-3 of the Exchange Act and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code, as amended.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee held fourthree meetings in 2014.2015. The Nominating and Corporate Governance Committee performs the following functions:

The Board has determined that all members of the Nominating and Corporate Governance Committee satisfy the independence listing standards of the NYSE.

Corporate Governance Policy

Our Board has adopted Corporate Governance Guidelines to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. A copy of these guidelines has been posted on our website atwww.swifttrans.com. These guidelines, which provide a framework for the conduct of the Board’s business, provide that:

In addition, our governance guidelinesCorporate Governance Guidelines include a resignation policy requiring sitting directors to tender resignations if they fail to obtain a majority vote in uncontested elections.

Nomination of Director Candidates

The Nominating and Corporate Governance Committee will consider recommendations for director nominations proposed by stockholders. To recommend a prospective director candidate for the Nominating and Corporate Governance Committee’s consideration, stockholders may submit the candidate’s name, qualifications and other relevant biographical information in writing to: Swift Transportation Company, Nominating and Corporate Governance Committee, c/o Corporate Secretary, 2200 S. 75^th Ave., Phoenix, AZ 85043. Swift’s By-lawsbylaws require stockholders to give advance notice of stockholder proposals, including nominations of director candidates. For more information, please see “Stockholder Proposals” in this Proxy Statement.

The Board is responsible for recommending director candidates for election by the stockholders and for appointing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Nominating and Corporate Governance Committee which identifies, evaluates and recruits qualified director candidates and recommends them to the Board. The Nominating and Corporate Governance Committee considers potential candidates for director, who may come to the attention of the Nominating and Corporate Governance Committee through current directors, management, professional search firms, stockholders or other persons. The Nominating and Corporate Governance Committee considers and evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a Board member, management, search firm or other sources.

If the Nominating and Corporate Governance Committee determines that an additional or replacement director is necessary or advisable, the Nominating and Corporate Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a potential director candidate, includingcandidate. This would include interviewing the candidate, engaging an outside firm to gather additional information about the candidate and making inquiries of persons with knowledge of the candidate’s qualifications and character. In its evaluation of potential director candidates, including the members of the Board eligible for re-election, the Nominating and Corporate Governance Committee considers the current size, composition and needs of the Board and each of its committees.

Majority-Voting Standard for Director Elections

Swift’s By-lawsbylaws require that we use a majority-voting standard in uncontested director elections and have a resignation requirement for directors who fail to receive the required majority vote. Under the majority-voting

standard, a director nominee must receive more votes cast “for” than “withheld” for his or her election in order to be elected to the Board. In accordance with the majority-voting standard and resignation requirement, each director who is standing for re-election at the annual meeting has tendered an irrevocable resignation from the Board that will take effect if (i) the director does not receive more votes cast “for” than “withheld” for his or her election at the annual meeting, and (ii) the Board accepts the resignation.

Business Code of Ethics

The Audit Committee and our Board have adopted a Business Code of Ethics (within the meaning of Item 406(b) of Regulation S-K) that applies to our Board, CEO, President, CFO, Corporate Controller and such other persons designated by our Board or an appropriate committee thereof. The Board believes that these individuals must set an exemplary standard of conduct for us, particularly in the areas of accounting, internal accounting control, auditing and finance. The Business Code of Ethics sets forth ethical standards to which the designated officers must adhere to.adhere. The Business Code of Ethics is posted on our website atwww.swifttrans.comand is titled “Code of Ethics for Principal Executive and Senior Financial Officers”.

Executive Sessions of Non-Management Directors

Non-management Board members metgenerally meet without management present at least four times lastper year in executive sessions. At least four times per year, such meetings include only the independent members of the Board. The Chairman of the Board presides over meetings of the non-employee and independent and non-independent directors.

Stock Trading Policy

The Company has a securities trading policySecurities Trading Policy (“STP”) that sets forth the terms, conditions, timing, limitations and prohibitions with respect to employee trading in Company stock. All directors, named executive officers (“NEOs”) and specified restricted individuals (“Covered Persons”) are required to obtain approval from the Company compliance officers prior to engaging in any stock transaction andtransaction. In addition, all employees are prohibited from engaging in any puts, calls or short selling of Company stock. In the case of the CEO and the compliance officers, additional approval is required from the Chairman of the Board. The STP sets forth the trading window periods for Section 16 filers and specified Covered Persons provided; however,Persons. However, any open trading window notwithstanding, no employee is permitted to trade in Company stock while in possession of material non-public information.

Included in the STP is a limitation on the pledging of stock on margin. As drafted and disclosed at the time of our IPO, the STP allowed any employee, including members of the Board of directors and officers of the Company to pledge up to 20% of their family stock holdings for margin loans. Family holdings are defined as including trusts or any affiliated entity for the benefit of a senior executive officer, director or compliance officer or his/her family members. In July 2013, the Nominating and Governance Committee and the Board approved revisions to the STP which provide for further limitations on the pledging of stock on margin. Effective July 1, 2014, the limitation on pledging on margin was reduced to and is currently set at 15%, and effective July 1, 2015, the limitation on pledging on margin willwas to be reduced to 10%. During 2015 due to decreases in the Company’s stock price, the Company’s CEO found it necessary to increase the level of Company stock pledged on margin, thereby exceeding the 10% and 15% limits. Taking into account these concerns, the Board determined to waive compliance with the 15% limit (but not the 20% limit) through December 31, 2016 so that the positions can be reduced in an orderly manner. After December 31, 2016, the pledging limit will remain at 15%.

Any request to pledge Swift stock must be submitted to the compliance officers of the Company for approval. In the case of our CEO, the approval of the Chief Financial Officer, General Counsel and the independent chairman of the Board of Directors is also required and it has been our practice to review any pledge on margin transaction submitted by our CEO with all the independent members of the Board of Directors. We believe this extra layer of approval is more extensive than similar policies at other companies.

As set forth herein under the heading Security Ownership of Certain Beneficial Owners, the total stock holdings ofbeneficially owned by our CEO, Jerry Moyes (“Moyes’ Holdings”), totals approximately 53.660.6 million shares of Company stock. As of March 18, 201528, 2016, approximately 8.09.3 million or 14.8%15% of such shares are pledged for margin loans.

In addition to the above described pledges on margin, contemporaneousContemporaneous with and disclosed during the IPO, Mr. Moyes and certain affiliates also entered into a mandatory exchange trust (“2010 METS”) in connection with obtainingthe sale of participations in the trust to investors that would not be purchasers in the IPO, thus avoiding a personal loan.sale by Mr. Moyes that would compete with the Company’s IPO. The 2010 METS was a three (3) year term loansecurity collateralized with 23.8 million shares of non-trading Class B stock. Since this is non-trading Class B stock andBecause the METS was not subject to margin calls, it isand the counterparties assumed any price reduction risk, the stock securing the 2010 METS was not stock that is considered “pledged on margin” for purposes of and within the meaning of the Company’s STP, thereforeSTP. Therefore it is not, and was not intended at the time of the Company’s IPO to be included in the calculation of the original 20% limitation on margin pledging in the STP as now revised to a 15% limitation on margin pledging.STP. Given that the 2010 METS transaction was independent of, but coincident with the establishment of the STP, boththe Board determined it was appropriate to exclude the shares pledged to the METS in determining compliance with the pledge limit. Both of these items were separately addressed and disclosed publicly during and after the IPO. SinceAs a consequence of the 2010 METS naturally expiredMETs expiring in December 2013, on December 31, 2013, Mr. Moyes replaced the 2010 METS with a substantially similar transaction described below which has two maturities in January and July of 2016 relative to variable amounts of stock or cash that can be used to satisfy the obligation. On October 29, 2013, an affiliate of Mr. Moyes (“M Capital II”) entered into a variable prepaid forward contract (the “VPF Contract”) with Citibank, N.A. (“Citibank”) that was intended to facilitate settlement of and replace the 2010 METS. This transaction (the “VPF Transaction”) effectively replaced the 2010 METS with the VPF Contract and allowed the parties to the 2010 METS transaction to satisfy their obligations under the 2010 METS (as contemplated by their terms) without reducing the number of shares owned by these parties. The VPF Transaction also allows Mr. Moyes, and certain of his affiliates. affiliates through their ownership of M Capital II, to participate in future price appreciation of the Company’s Common Stock as well as retain the voting power of the shares collateralized to secure the VPF Contract as described below. Also on October 30, 2015, Cactus Holding Company LLC (“Cactus I”) entered into a new VPF Contract (the “Cactus VPF” and, together with the VPF Contract, the “Amended VPF Transaction”) involving 3.3 million shares of Class B Common Stock with an affiliate of Citibank that will expire over three trading days in November 2016.

In connection with the Amended VPF Transaction, 25,994,01625.9 million shares of Class B Common Stock are collateralized in favor of Citibank to secure M Capital II’s obligations under the VPF Contract. AsContract and 3.3 million shares of Class B Common Stock are collateralized in favor of an affiliate of Citibank to secure Cactus I’s obligations under the Cactus VPF. Because these shares are not pledged to secure a loan on margin and are not subject to margin calls based on a decline in the value of the Company’s common stock, they are not subject to the STP pledging on margin limitation discussed above.

Communications with Directors by Stockholders

Stockholders and other interested parties may communicate directly with any member or committee of the Board by writing to: Swift Transportation Company Board of Directors, c/o Corporate Secretary, 2200 S. 75^th Ave., Phoenix, AZ 85043. Please specify to whom your letter should be directed. The Corporate Secretary of Swift will review all such correspondence and regularly forward to the Board a summary of all such correspondence and copies of all such correspondence that, in his or her opinion, deals with the functions of the Board or its committees or that he or she otherwise determines requires the attention of any member, group or committee of the Board. Board members may at any time review a log of all correspondence received by Swift that is addressed to Board members and request copies of any such correspondence.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our Compensation Committee, Messrs. Vander Ploeg, Dozer, Brown and Cárdenas is an officer or employee of Swift or was formerly an officer or employee of Swift. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee. During fiscal 2014,2015, none of the members of the Compensation Committee had any relationship requiring disclosure under Item 404 of Regulation S-K.

RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Overview

We have in place a written Related Party Transaction Policy regarding the review and approval of all transactions between Swift and any of our executive officers, directors and their affiliates. The policy may only be amended by an affirmative vote of a majority of our independent directors, including the affirmative vote of the Chairman of our Board if the Chairman is an independent director, or the lead independent director if the Chairman is not an independent director.

Prior to entering into the related person transaction, the related person must provide written notice to our legal departmentthe General Counsel and our CFO describing the facts and circumstances of the proposed transaction.

If our legal departmentLegal Department determines that the proposed transaction is permissible, unless such transaction is required to be approved by our Board under our certificate of incorporation or any indenture or other agreement, the proposed transaction will be submitted for consideration to our Audit Committee (exclusive of any member related to the person effecting the transaction) at its next meeting or, if not practicable or desirable, to the chair of the Audit Committee for prompt submission to all members of the Audit Committee for review and determination.

The Audit Committee or chair will consider the relevant facts and circumstances, including but not limited to: the benefits to the Company; the impact on a director’s independence; the availability of other sources for comparable products or services; the terms of the transaction; and the arms’ length nature of the arrangement. The Audit Committee will approve only those transactions that are in, or are not inconsistent with, the best interests of usthe Company and our stockholders.

In addition, our amended and restated certificate of incorporation provides that for so long asas: (1) Jerry Moyes, Vickie Moyes, and their respective estates, executors, and conservators,conservators; (2) any trust (including the trustee thereof) established for the benefit of Mr. Moyes, Ms. Moyes, or any children (including adopted children) thereof,thereof; (3) any such children upon transfer from Mr. Moyes or Ms. Moyes, or upon distribution from any such trust or from the estates of Mr. Moyes or Ms. Moyes,Moyes; and (4) any corporation, limited liability company, or partnership, the sole stockholders, members, or partners of which are referred to in (1), (2), or (3) above, or collectively, the “Permitted Holders”, hold in excess of 20% of the voting power of Swift, Swift shall not enter into any contract or transaction with any Permitted Holder or any Moyes-affiliated entities unless such contract or transaction shall have been approved by either (i) at least 75% of the independent directors, including the affirmative vote of the Chairman of our Board if the Chairman is an independent director or the lead independent director if the Chairman is not an independent directordirector; or (ii) the holders of a majority of the outstanding shares of Class A common stock held by persons other than Permitted Holders or any Moyes-affiliated entities. “Independent director” means a director who is not a Permitted Holder or a director, officer or employee of any Moyes-affiliated entity and is “independent,” as that term is defined in the listing rules of the NYSE as such rules may be amended from time to time.

TransactionsEntities Affiliated with Moyes-Affiliated Entitiesour CEO, Jerry Moyes

We provide and receive freight services, facility leases, equipment sales, air transportation services and other miscellaneous services, including repair and employee services to and from several companies controlled by and/or affiliated with Mr. Moyes. Competitive market rates based on local market conditions are used for such services and facility leases.

The rates we charge for freight services to each of these companies for transportation services are market rates, which are comparable to what we charge third-party customers. The transportation services we provide to affiliated entities provide us with an additional source of operating revenue at our normal freight rates.

Other services that we received from Moyes-affiliated entities included employee services provided by Compensi supplying personnel administrative services to IEL. The rates IEL pays for such employee-related administrative services reflect market rates. Other payments we make to and receive from Moyes-affiliated entities include fuel tank usage, executive air transport, and miscellaneous repair services. Unless noted below, these relationships and transactions continue in fiscal 2015.

Central Freight Lines, Inc. —

Swift contracts with Central Freight Lines, Inc. (“Central Freight”) for certain limited freight transportation services and facility leases. For the year ended December 31, 2014,2015, the only interests of Mr. Moyes in Central

Freight were: (i) as a guarantor on certain equipment leases of Central Freight; and (ii) as an owner of Southwest Premier Properties (“SWPP”), a company that leases property to Central Freight. Transportation services received from Central Freight represent LTL (less-than-truckload) freight services rendered to haul parts and equipment to Company shop locations. The rates paidFreight services provided by Swift to Central Freight for these loads are comparable to market rates charged by other non-affiliated LTL carriers. The rates the Company charges for freightrepresent line haul truckload services tobetween Central Freight for transportation services are market rates, which are comparable to what it charges third-party customers.facilities. In addition to these freight transportation services, the Company also leases certain facilities or portions thereof from Central Freight either at or below market rates that would be charged by unrelated third parties for similar leases. For the year ended December 31, 2014, the services we provided to Central Freight included $25,000 for freight services, $0.8 million for facility leases, and $0.4 million for other items such as equipment sales, parts sales and repair services. For the same period, the services we received from Central Freight included $24,000 for freight services and $0.4 million for facility leases. The prices charged to Central Freight for freight services were market rates for the year and condition of the trailers.Freight. Swift (through IEL)Interstate Equipment Leasing, LLC (“IEL”)) also leases tractors to certain owner operators that haul freight for Central Freight. As an administrative accommodation to these owner operators, Central Freight deducts the lease payments due to Swift from the service fees otherwise payable by Central Freight to the owner operators. Central Freight then remits these withheld lease payments to Swift. As of December 31, 2014, the total amount owed to us by Central Freight for all services was $93,000.

Compensi Services (f/k/a Transpay,SME Industries, Inc.)

Compensi Services (“Compensi”), which is partially owned by— Mr. Moyes provides Interstate Equipment Leasing, LLC (“IEL”)is the principal stockholder of SME Industries, Inc., a subsidiary of Swift, third party payroll and benefit administration services. For the year ended December 31, 2014, IEL paid Compensi $12,500 for these services. As of December 31, 2014, the Company had no outstanding balance owing to Compensi for these services. Compensi also leases facility space from the Company. As of December 31, 2014, Compensi paid the Company $20,000 for leased space. The rates the Company charged for such leased space to Compensi were market rates, which were comparable to what it charges third-party lessees.steel manufacturing company (“SME Industries”)

Swift Aircraft Management

— Swift Aircraft Management is owned by Mr. Moyes and provides the Company with use of corporate jet charter services for business relatedbusiness-related travel. For

Compensi Services— (“Compensi”), which is partially owned by Mr. Moyes, provides third-party payroll and benefit administration services to Swift’s subsidiary IEL.

Common Market Trading, LLC — Swift purchases bulk diesel fuel from Common Market Trading LLC, which was initially owned by both Jerry Moyes and his brother, Ronald Moyes, but wholly owned by Ronald Moyes as of October 20, 2015.

Southwest Premier Properties —Mr. Moyes is the principal stockholder of SWPP, a real estate property leasing company.

Entities Affiliated with Board Member William F. Riley, III

Thermo King —Mr. Riley owns Thermo King West, Inc. and Thermo King Chesapeake, Inc. (collectively, “Thermo King”). The Company purchases parts and equipment, which are used in the repair and maintenance of tractors and trailers, from Thermo King. The Company also provides freight services, equipment leasing and other services to Thermo King.

Related Party Transactions

The following table represents all of Swift’s commercial transactions with companies controlled by and/or affiliated with Mr. Moyes and Mr. Riley during the year endedending December 31, 2014,2015 (in thousands):

Other Services Received by Swift— Executive air transport, fuel storage, event fees, equipment purchases, miscellaneous parts and repair services, and certain third-party payroll and employee benefits administration services from the Company paid $0.7 million for air transportationidentified related parties are included in other services providedreceived by Swift Aircraft Management.the Company. The rates charged to the Company for executive air transport are at rates generally more favorable than would be available to the Company for similar services charged by unaffiliated third partythird-party companies.

Other Affiliated Entities

Mr. Moyes is the principal stockholder of SME Industries, Inc., a steel manufacturing company (“SME”), and Southwest Premier Properties (“SWPP”), a real property leasing company. For the year ended December 31, 2014, we provided freight services to SME totaling $185,000 of which $14,800 remained outstanding as of December 31, 2014. For the year ended December 31, 2014, we paid SWPP $230,000 for facility leases. The rates charged to SME were market rates, which were comparable to what we charge third-parties for similar freight services. The rates charged toIn 2015, the Company purchased bulk diesel fuel totaling $63 thousand from Common Market Trading LLC, which is included in other services received by SWPP are at rates generally more favorable than would be available to the Company for similar leases charged by unaffiliated third party companies.Swift from other affiliates.

Transactions with Board Member William F. Riley, III Affiliated Entities

The Company purchased parts and equipment used in the repair and maintenance of tractors and trailers totaling $184,000 from Thermo King West, Inc. and Thermo King Chesapeake, Inc.; companies owned by board of directors member William Riley III. This amount represents payments made after Mr. Riley’s addition to the board in July 2014. As of December 31, 2014, the Company had total2015, receivables and payables of approximately $23,000 duepertaining to Thermo King West, Inc. and Thermo King Chesapeake, Inc.these related party transactions were (in thousands):

Regional Vice President of Operations of Swift’s Central Region from October 2002 to March 2005 and as Executive Vice President of the Central Region from March 2005 to June 2007. Prior to these roles, Mr. Stocking held various operations and sales management positions with Swift over the preceding 13 years.

Virginia Henkelshas served as our Executive Vice President, CFO and Treasurer since May 2008. Effective March 2015, Ms. Henkels was also appointed Corporate Secretary. Ms. Henkels joined Swift in 2004 and, prior to her current position, was most recently the Assistant Treasurer and Investor Relations Officer. Prior to joining Swift, Ms. Henkels served in various finance and accounting leadership roles for Honeywell during a 12-year12 year tenure. During her last six years at Honeywell, Ms. Henkels served asas: Director of Financial Planning and Reporting for its global industrial controls business segment,segment; Finance Manager of its building controls segment in the United Kingdom,Kingdom; and Manager of External Corporate Reporting. Ms. Henkels completed her Bachelor of Science degree in financeFinance and real estateReal Estate at the University of Arizona,Arizona. She also obtained her master’sMaster’s degree in business administrationBusiness Administration from Arizona State University and passed the May 1995 certified public accountantCertified Public Accountant examination.

James FryMickey R. Dragashhas served as our Executive Vice President, and General Counsel since May 2010. Mr. Fry joined Swift in January 2008 and prior to his current position he served as corporate counsel for us through August 2008 when he became General Counsel and Vice President. For the five-year period priorCorporate Secretary since June 2015. Prior to joining us,Swift, Mr. FryDragash was Executive Vice-President, General Counsel and Chief

Compliance Officer for Gordon Trucking, Inc., from February 1, 2012 to June 2015. Mr. Dragash also served as Associate General Counsel for the publicly-traded company, Global Aircraft Solutions,DHL Supply Chain (f/k/a Exel, Inc.) from 2010 to 2012 and its wholly-owned subsidiaries, Hamilton Aerospace and Worldjet Corporation. In additionAssistant General Counsel at Walmart Stores, Inc. from 2003 to the foregoing general counsel positions,2010. Mr. FryDragash also served for eight years as in-house corporate counsel for both public and private aviation companies and worked in private legal practice in Pennsylvania for seven years prior to his in-house positions. Mr. Fry also served as a hearing officeran Associate for the county courtOhio-based law firm Roetzel & Andress, LPA. Before entering the legal profession, Mr. Dragash worked in Pennsylvania.various business and operational capacities for both Yellow Freight Systems, Inc. and Roadway Express, Inc. (n/k/a YRC Worldwide, Inc.). Mr. FryDragash received his Bachelor of Arts degree from Baldwin-Wallace University (Ohio), obtained a bachelor’sMaster of Science degree with honorsin Intermodal Transportation Systems from the Pennsylvania State University of Denver and obtainedacquired his Juris Doctor degree from the Temple University School of Law.Ohio Northern University. Mr. FryDragash is admitted to practice law in all state and federal courts of Indiana and Ohio. He is also admitted to the State Bar of Pennsylvania and is admittedArizona as in-house counsel in the State of Arizona.counsel.

Kenneth C. Runnelshas served as our Executive Vice President, Fleet Operations of Swift Transportation Co. of Arizona, LLC, since June 2011 and served as Executive Vice President of Eastern Region Operations from November 2007 to June 2011. Mr. Runnels previously served as Vice President of Fleet Operations, Regional Vice President and various operations management positions from 1983 to June 2006. From June 2006 until his return to Swift, Mr. Runnels was Vice President of Operations with U.S. Xpress Enterprises, Inc.

Rodney Sartor has served as Executive Vice President Network Operations since August 2011 and served as Executive Vice President of Western Region Operations from May 2007 to August 2011. Mr. Sartor initially joined us in May 1979. He served as our Executive Vice President from May 1990 until November 2005, as Regional Vice President from August 1988 until May 1990, and as Director of Operations from May 1982 until August 1988. From November 2005 until May 2007, Mr. Sartor served as Vice President of Truckload Linehaul Operations for Central Freight Lines, Inc.

Steven Van Kirkhas served as Executive Vice President of Swift and President of our subsidiary, Swift Intermodal, LLC, since September 2012. Prior to joining Swift, Mr. Van Kirk worked for Schneider National, Inc. in the following capacities: Senior Vice President of Intermodal from September 2007 to August 2012,2012; Group Vice President for strategic sales from February 2006 to September 2007,2007; Vice President of sole source transportation management from 2003-20062003-2006; and as General Manager from 2001-2002. From 1996 to 2001, Mr. Van Kirk worked for Procter & Gamble in a variety of positions includingincluding: customer service manager,manager; site transportation managermanager; and department reliability manager. Mr. Van Kirk attended the U.S. Military Academy West Point and received a Bachelor of Science degree in Engineering in 1983. Mr. Van Kirk also received an M.A.Master of Arts in historyHistory from Yale University and an MBA in financeFinance from the University of Wisconsin Whitewater. Mr. Van Kirk served on active duty as an officer in the armed services from 1983-1995 and the U.S. Army reserve from 1995-2004.

Brian Alexanderhas served as our Executive Vice President of Sales since January 2014. Prior to his current position, Mr. Alexander served as our Vice President of Pricing and National Accounts from August 2008 to January 2014 and since2014. Since joining Swift in 1999, BrianMr. Alexander also served as Vice President Sales East and Vice

President of Revenue Services. Prior to working at Swift, BrianMr. Alexander worked for other freight transportation carriers including Roadway Express, andInc. where he held a variety of positions includingincluding: sales manager,manager; operations manager,manager; terminal Manager,Manager; and corporate vice president of operations. BrianMr. Alexander received a Bachelor’s in Business and a Master’s in Marketing from the University of Arizona.

Tork A. Fulton has been the Executive Vice President of Refrigerated Operations for Swift Transportation Company since May 2014. Mr. Fulton came to Swift Transportation Company through the acquisition of Central Refrigerated Service, Inc. in August of 2013 as Vice President of Refrigerated Operations. Mr. Fulton began his career with Dick Simon Trucking in 1988 and held several different positions in operations, sales and pricing. Shortly after Dick Simon Trucking was acquired by Central Refrigerated Service in April of 2002, Mr. Fulton became the Vice President of Sales and Pricing while also assuming management over certain groups in operations.

COMPENSATION COMMITTEE REPORT

The Compensation Committee is composed of David Vander Ploeg (Chairman), Richard H. Dozer, Glenn Brown and José A. Cárdenas, none of whom is an officer or employee of the Company and all of whom have been determined by the Board to meet the independence standards of the NYSE and the requirements of the SEC. Additionally, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code, as amended (the “Code”).

In carrying out its responsibilities, the Compensation Committee, performs those duties and functions as set forth under the heading “The Board of Directors and Corporate Governance- Board Committees Compensation Committee” as previously set forth in this Proxy Statement.

We previously adopted and our stockholders indicated a preference for an annual advisory vote on the compensation of named executive officers (“NEOs”). At our 2014 annual meeting of stockholders, the stockholders approved, on an advisory basis, the compensation of the NEOs (over 99% of votes cast). The Compensation Committee has considered the results of this advisory vote on executive compensation in determining the Company’s compensation policies and decisions for 2015, and has determined that these policies and decisions are appropriate and in the best interests of the Company and its stockholders at this time.

In 2013, PM&P provided the Compensation Committee with an extensive report that analyzed the Company’s total compensation package for named executive officers and compared these results to our industry peer groups. PM&P found the Company’s total compensation package was below the 50^th percentile of the peer group and the Compensation Committee determined and recommended to the Board that NEO total compensation should be targeted at the 50^th percentile. In 2014, the Compensation Committee maintained their engagement of PM&P. In 2014, PM&P analyzed the Company’s total compensation package for directors and compared these results to our industry peer groups. PM&P found the Company’s total compensation package for its directors was below market, especially with respect to awards of equity and recommended the Company’s practice of paying directors individual committee fees for attending committee meetings be changed to provide an annual cash retainer. In response to the PM&P findings, the Compensation Committee recommended and the Board of Directors approved the director compensation package as set forth under the heading “Director Compensation.” PM&P is retained by, and reports to, the Compensation Committee to provide compensation analyses and consultation at the Committee’s request. PM&P provides no other services to the Company. The Compensation Committee determined that PM&P has no affiliations or relationships with any directors, officers or other employees of the Company that results in a conflict of interest.

The Compensation Committee met nine times in 2014 to discuss, among other items, the salaries, cash incentive awards, equity awards and other compensation of the senior executive officers of the Company, including the Chief Executive Officer and President. The Compensation Committee did not act by unanimous written consent in 2014.

The Compensation Committee generally meets in December to review and determine whether or not the Company’s performance based cash incentive goals for the current year have been satisfied. If the Compensation Committee can determine the Company has or will satisfy its pre-established short term incentive plan (“STIP”) performance goals for at least the 100% “Target” level of attainment through December 31, the Compensation Committee may approve payment of a partial award of the annual STIP prior to the end of the current fiscal year. The Compensation Committee then generally meets in January each year to determine, certify and approve the final STIP award payout pursuant to the annually approved STIP which is then paid by the end of February each year in which performance goals have warranted a cash STIP payment.

In addition, the Compensation Committee generally meets in February to review and approve the following:

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on its review and discussions with management, the Compensation Committee recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2014.

This report is submitted by the Compensation Committee.

David Vander Ploeg — Chairman

Richard H. Dozer

Glenn Brown

José A. Cárdenas

The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference to any Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this report.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

The purpose of this compensation discussion and analysis (“CD&A”), is to provide information about the compensation earned by our Chief Executive Officer, President, Chief Financial Officer and two other executive officers who were the top five most highly compensated executive officers in calendar year 20142015 (“NEOs”) andas well as to explain our compensation process and philosophy andalong with the policies and factors that underlie our decisions with respect to the NEOs’ compensation. Our NEOs for 20142015 were:

As we describe in more detail below, the principal objectives of our executive compensation strategy are to attract and retain talented executives, reward strong business results and performance, remain competitive within the transportation industry and align the interest of executives with our stockholders. In addition to rewarding business and individual performance, the compensation program is designed to promote the achievement of both annual performance objectives and long-term objectives in order to create stockholder value. Each year the Compensation Committee reviews the executive compensation program to assess industry competitiveness and alignment with the creation of stockholder value and determines what changes, if any, are appropriate.

Our stockholders indicated a preference for an annual advisory vote, which we previously adopted, on the compensation of named executive officers (“NEOs”). At our 2015 annual meeting of stockholders, the stockholders approved, on an advisory basis, the compensation of the NEOs (over 99% of votes cast). The Compensation Committee has considered the results of this advisory vote on executive compensation in determining the Company’s compensation policies and decisions for 2016. It has determined that these policies and decisions are appropriate and in the best interests of the Company and its stockholders at this time.

Executive Summary

20142015 Business Performance Highlights

20142015 was a challenging year for Swift and the trucking industry. As a result of these challenges, we did not achieve many of our aggressive internal goals and our executive pay reflects this as evidenced by the cash incentive plan compensation earned only at the threshold level. Nevertheless, 2015 was a historically good year for the Company.when measured by many key metrics. Consequently, we are proud of our results and accomplishments. Below are some of the performance highlights of the Company for 2014:2015:

Compensation Actions for our NEOs

At the Company’s 2014 annual stockholder meeting, we received strong support for our executive compensation program. Stockholders approved the “say-on-pay” resolution last year with over 99% of the votes cast in favor of our programs. The Compensation Committee considered the result of the stockholder vote, other stockholder input and market data when designing the compensation program for 2014.

Key Compensation Actions for 2014

Key Executive Compensation Actions for 2015

Processes and Procedures for Considering and Determining Executive Compensation

Compensation committee.    Our Compensation Committee is responsible for reviewing and approving the compensation of the CEO, President and the other NEOs. Compensation for our NEOs is established based upon the scope of their responsibilities, experience and individual and company performance,performance. In addition, taking into account the compensation level from their recent prior employment, if applicable. The Compensation Committee’s responsibilities are described in the Section “The Board of Directors and Corporate Governance — Board Committees — Compensation Committee”:.

Role of compensation consultants.consultant.        TheSince 2011, the Compensation Committee has retained the authorityservices of Pearl Meyer to obtain adviceprovide research and assistance from outside legal, accounting,consultation around executive compensation. In 2013, Pearl Meyer provided the Compensation Committee with an extensive report that analyzed the company’s total compensation package for named executive officers and compared these results to our industry peer groups. Pearl Meyer found the Company’s total compensation package was below the 50^th percentile of the peer group and the Compensation Committee recommended to the Board that NEO compensation should be targeted at the 50^th percentile. The comprehensive plan design that was developed and implemented in 2013 has remained in effect in 2014 and 2015. Pearl Meyer provides no other services to the Company and the Compensation Committee determined that Pearl Meyer has no affiliations or relationships with any directors, officers or other advisors and consultants as deemed appropriate to assistemployees of the Company that results in the continual development and evaluationa conflict of executive compensation policies and determination of compensation awards. The Compensation Committee retains PM&P as its compensation consultant to assist the Committee in its evaluation of compensation for our executives. PM&P reports directly tointerest.

In 2015, the Compensation Committee and executive management of the Committee hasCompany determined that PM&P is independentsince a compensation analysis was performed, and recommendations implemented in 2013 and 2014, there were no conflicts of interest withwas not a need to perform such review and evaluation in 2015. Therefore, the Company. In 2013, PM&P andtotal executive compensation program would remain substantially the same through 2015. The Compensation Committee performed anplans to work with Pearl Meyer in 2016 to conduct a comprehensive review and evaluation of the Company’s executive compensation program.

Benchmarking.    In connection with its 2013 report and analysis, of executive compensation. PM&PPearl Meyer completed and prepared a competitive market analysis of the compensation of the Company’s executives to evaluate base salary, annual cash incentive awards, equity awards and long term incentives. The assessment involved the selection of a peer group for purposes of pay benchmarking, business performance comparison and industry practices and trends to determine if relative pay and relative performance are directionally aligned. In 2013, 2014 and 2014,2015, the following companies were considered the most relevant to our business and comprise our peer group:

The analysis also considered the revenue size differential of Swift relative to many in the peer group and the organizational structure and reporting relationships within the Company. As a result of PM&P’s analysis, it was determined that the Company’s total compensation (salary, short term and long term incentives) was below the industry median or 50^th target percentile, but the Company operational performance results were above the industry median.

In implementing the recommendations of PM&P and making determinations as to a total compensation package, the Compensation Committee also evaluates the following Company and individual NEO performance metrics:

In 2014, the Compensation Committee and executive management of the Company determined that since a compensation analysis was performed and recommendations implemented in 2013 and 2014, there was not a need to perform such review and evaluation in 2014, and but for potential 1%-3% annual merit increases in base salary, the total executive compensation packages would remain unchanged through 2015.

Role of management in determining executive compensation.While the Compensation Committee reviews and analyzes Company performance and the individual performance of the Chief Executive Officer and President to determine the appropriate level of total compensation for these two named executives, our Chief Executive

Officer and President provide information to the Compensation Committee on our financial performance andalong with the performance of the other individual executives for consideration in determining the other NEOs’ total compensation. The performance of each executive is formally reviewed each year by the CEO and President andPresident. These reviews are shared with the Compensation Committee. Individual performance evaluations considerare considered a part of the performance metrics set forth above in determining overall value to the Company.

Objectives of our Compensation Programs

The principal objectives of our executive compensation programs are to attract, retain and motivate talented executives, reward strong business results and performance and align the executive’s interests with stockholder interests. The objectives are based on the following core principles, which we explain in greater detail below:

Our total compensation takes into consideration many factors and analysis, butfactors. However, the overriding goal is to motivate and reward executives for performance that promotes the creation of long-term stockholder value.

Elements of our Compensation Program

In general, our compensation program consists of the following elements:

Primary benefits for executives includeinclude: (i) participation in the Company’s 401(k) plan,plan; (ii) health, dental and vision plans,plans; and (iii) various other insurance plans, including life and disability, alldisability. All of whichthese benefits are available to all other employees on a nondiscriminatory basis. The Company provides limited perquisites to executives as further described under the heading “Perquisites to our Named Executive Officers”.

Base salary

The Compensation Committee, with the assistance of our Chief Executive Officer and President, annually reviews the base salary of each NEO. If appropriate, and based on individual performance, adjustments are made to base salaries.salaries based upon individual performance. Annual salaries are based on experience,on: experience; scope and complexity of the position, responsibilities,position; responsibilities; peer group comparison,comparison; our performance for the fiscal year and subjective evaluation of each executive’s contribution to that Company performance. Following is a summary ofFor 2015, the base salaries of our NEOs for 2013, 2014were as follows: Mr. Moyes, $636,540; Mr. Stocking, $562,754; Ms. Henkels, $365,790; Mr. Runnels, $273,182; and 2015:Mr. Van Kirk, $267,718.

Annual cash incentives.

The Compensation Committee believes annual cash incentives promote superior operational performance, disciplined cost management and increased productivity and efficiency that contribute significantly to positive results for our stockholders. Our compensation structure provides for annual performance incentives linked to our earnings andas well as other financial objectives for the year andyear. The compensation structure is intended to compensate our NEOs for achievement of key performance measures, whichmeasures. These measures are designed to enhance shareholder value. The annual incentive process involves the following steps:

The steps for the 20142015 annual STIP cash payment are described below:

The Executive Cash Incentive Percentage (“ECIP”) for each NEO is expressed as a percentage of the executive’s base salary. An individual cash incentive award may be adjusted down based on overall team performance, department performance and individual performance. In 2014,2015, each NEO was entitled to receive the following ECIP:

For the 20142015 STIP, the Compensation Committee, with the assistance and input of management, set company-wide performance goals for the 20142015 fiscal year whichthat were approved by the Compensation Committee and the Board in January 2014.February 2015. These goals were set in order to incentivize management to improve profitability andprofitability: thereby, increaseincreasing long-term stockholder value. The Company’s attainment of specified levels of Adjusted EPS and Revenue Growth xFSR determinesdetermined the STIP percentage to be paid to the NEO.NEOs. Adjusted EPS is weighted at 75% of the total performance goals and Revenue Growth xFSR is weighted at 25% of the total performance goals.

The Company implemented a combination and variable weighting of Adjusted EPS and Revenue Growth xFSR in order to incentivize improvement in those multiple financial indicators most aligned with stockholder interests. If the Company attains both its Adjusted EPS and Revenue Growth xFSR goals for the year (a 100% “Target Level of Attainment”), then each NEO may receive 100%the Target Level of Attainment of the ECIP stated above as their STIP payout. If the Company fails to attain either one or both of the Adjusted EPS or Revenue Growth xFSR goals for the year, then each NEO would receive less than his/her stated ECIP or nothing at all, depending onupon the level of attainment achieved for each established goal. If the Company achieves more than a 100% weighted levelexceeds the Target Level of attainmentAttainment for both its annual Adjusted EPS and Revenue Growth xFSR goals, then each NEO can earn up to 200% of his/her ECIP.

We define

Our definition of the non-GAAP measure, Adjusted EPS, asstarts with (a) income (loss) before income taxes, the most comparable GAAP measure. We add the following items back to (a) to arrive at (b) adjusted income (loss) before income taxes reduced by (b) income taxes; the net of which is divided by (c) weighted average diluted shares outstanding. Adjusted income (loss) before income taxes in is equal to income (loss) before income taxes less the sum oftaxes: (i) amortization of the intangibles from ourthe 2007 going-private transaction;transactions, (ii) non-cash impairments;impairments, (iii) other special non-cash items, (iv) excludable transaction costs;costs, (v) the mark-to-market adjustmentadjustments on our interest rate swaps, that is recognized in the consolidated income statements;statement, and (vi) the amortization of previous losses recorded in AOCIaccumulated other comprehensive income (loss) related to the interest rate swaps we terminated upon our IPO and refinancing transactions in December 2010. We subtract income taxes, at the GAAP effective tax rate from (b) to arrive at (c) adjusted earnings. Adjusted EPS is equal to (c) divided by weighted average diluted shares outstanding.

Annual Adjusted EPS and Revenue Growth xFSR determine the percentage level of attainment and subsequently the ECIP paid to each NEO (see table below). For example, if both the Adjusted EPS and Revenue Growth xFSR equal the Target Level of Attainment ($1.411.70) for Adjusted EPS and 8%12% for Revenue Growth

xFSR), xFSR, Mr. Stocking would be entitled to receive the Target/100% of his ECIP, which is 75% of his base salary. If the Company’s Adjusted EPS equals the 200% “Maximum” level of attainment ($1.541.80 Adjusted EPS) and the Revenue Growth xFSR is at the 200% “Maximum” level of attainment (16% Revenue Growth xFSR), then Mr. Stocking’s ECIP would be based upon a level of attainment payout of 200%. Thus, Mr. Stocking’s ECIP would be 150% of his base salary (75% X 200%) as a cash incentive.

For the 20142015 STIP, the Company established and the Compensation Committee and Board approved the following Adjusted EPS and Revenue Growth xFSR goals in January 2014:February 2015:

As defined, 20142015 actual Adjusted EPS was $1.38,$1.49. For 2015, the Compensation Committee further adjusted the actual Adjusted EPS calculation to take into account certain unexpected and unique events that occurred during 2015 that the Compensation Committee considered outside of the Company’s control. These circumstances include the negative impact of litigation that was not related to the Company’s core operations and costs incurred in connection with delayed truck trade-in processing. The Compensation Committee also adjusted actual Adjusted EPS to remove the positive impact on EPS of stock repurchases that occurred during 2015. Adjusted EPS, as further adjusted and described above in this paragraph, was $1.57, which equates to an actual level of attainment of 82.9%55%, and a weighted level of attainment of 62.2%41.25%. Revenue Growth xFSR for 20142015 was 6.3%7.0%, which equates to an actual level of attainment of 78.4%68.3%, and a weighted level of attainment of 19.6%17.1%. Considering Adjusted EPS is weighted at 75% and Revenue Growth xFSR is weighted at 25%, the combined 20142015 STIP level of attainment was 81.8%58.35% (below Target and above Threshold). The Compensation Committee used its negative discretion to reduce the aggregate STIP payout to the Threshold level (50%) rather than the attainment level of 58.35%. The Compensation Committee considered that although it equitably modified the Adjusted EPS calculation so as not to penalize executives for the unexpected and unique items that occurred during 2015, the Committee did not feel it was equitable for the executives to earn the full bonus resulting from these adjustments and reduced the calculated bonus to the Threshold level payout (50%). As previously disclosed in the Company’s quarterly report on Form 10-Q for the quarter ending September 30, 2015, the Board of Directors reduced Jerry Moyes’ STIP award for 2015 to zero. This was a result of certain events and circumstances relating to his non-compliance with the Company’s securities trading policy. In addition, Mr. Van Kirk’s STIP award for 2015 was reduced from the “Threshold” level as a result of the performance of the

Intermodal segment. The table below summarizes the amounts paid to the NEOs as follows:for 2015 annual cash incentives:

On January 6, 2015, the Compensation Committee reviewed Swift’s actual financial performance for 2014 and determined that the Company attained an Adjusted EPS of $1.38 and Revenue Growth xFSR of 6.3% which corresponds to the weighted average of 81.8% level of attainment. This 81.8% weighted level of attainment is below the “Target” level of attainment and above the ‘Threshold” level of attainment for percent of ECIP to be paid as set forth in the table above, and each NEO was paid an ECIP rate commensurate with the 81.8% level of attainment as set forth in the above table. The Compensation Committee approved a STIP cash payout to the NEOs as set forth in the 2014 STIP and commensurate with the calculations in both tables set forth above.

Long-Term Incentive Plan (“LTIP”) for 20142015

Based on input and recommendations from PM&P, we structured ourFor the 2015 LTIP in 2013 to accomplish key objectives including aligning executive rewards with stockholder returns, linking compensation to ,the achievement of long-term strategic financial priorities, fostering stock ownership, enhancing key employee retention, and

aligning total compensation opportunities with direct competitors in the market place. We use multiple forms of equity awards to accomplish those objectives. The Company continued with thesethe same principles and metrics foras were used in 2013 and 2014, each based on the LTIP in 2014.2013 Pearl Meyer analysis. A summary of the key equity awards under the LTIP in 20142015 include:

Vesting of RSUs, PUs and stock options shall automatically accelerate upon a termination of employment by the Company without cause or upon a Change of Control (as defined in the award agreements). Vesting of PUs shall accelerate ifOther than in connection with a Change in Control, as described above, upon a termination of Control (as defined in the form of PU award agreement) occurs after two years from the date of grant and the Company has met the specified performance objectives related to RONA and its leverage ratio for the two fiscal years prior to the Change of Control. Upon a voluntary termination by the NEOs or termination by the Company for cause,employment all unvested RSUs, stock options and PUs shall be forfeited by the NEOs.

In May 2014,2015, the Compensation Committee established a total targeted LTIP grant value expressed as a percentage of base salary for each NEO. The Compensation Committee determined for our CEO, 50% of the LTIP would be granted in stock options and 50% of the LTIP would be granted in PUs. For the remaining NEOs, the Compensation Committee allocated approximately 1/3 of the LTIP value to each of the three award types which are stock options, RSUs and PUs. The table below indicates the total 20142015 LTIP target values and the allocation of awards for each NEO:

(2)

Number of stock options awarded are determined by the percent of the Target LTIP award allocated to stock options and the fair value of each stock option as calculated on the May 6, 201420, 2015 grant date using the Black-Scholes-MertonBlack- Scholes-Merton option-pricing model, which uses a number of assumptions to determine the fair value of the options on the grant date.

On May 6, 2014,20, 2015, the Compensation Committee and the Board approved the above awards of stock options, RSUs and PUs (collectively “Equity Incentive Awards”) to NEOs pursuant to our 20072014 Omnibus Incentive Plan as Amended and Restated December 15, 2010 (the “Plan”).

The Compensation Committee anticipates that equity awards in 2015 and future equity awards will be based upon the 2014 Target LTIP and similar in structure and amounts as the awards in 2014. This timing allows the Compensation Committee to be aware of the Company and individual performance from the preceding year thereby enabling the Compensation Committee to make an accurate and reasoned determination of awards based upon the most recent past performance. In granting such equity awards, the Compensation Committee will also consider whether or not it or the participant are in possession of any material non-public information that could affect the value of any award of equity and will take into consideration the existence and impact of the same in determining whether or not such grant should be delayed as a consequence thereof to avoid the appearance of any impropriety. The awards will also be granted during a normal open trading window to further assure that any vesting and potential sale to cover taxes will not occur during a blackout period.

Individual Agreements with our NEOs

We have not entered into employment, change in control or severance agreements with any of our current NEOs.

20152016 Compensation Actions

Base Salary Increases

Increases in base salary for our NEOs, ranging from 1% -3%, as set forth in the table under the heading “Compensation Discussion and Analysis-Elements of Our Compensation Program-Base Salary”

STIP Arrangements for 20152016

Similar to the 2014 STIP and as permitted pursuant to the same,For 2016, the Compensation Committee approved a 2015 STIP potential cash payout that is based on the Company achieving certain pre-establisheda single incentive goal for 2016, Adjusted EPS and Revenue Growth xFSR targets.(100% weighed). The 2015 cash STIP providesECIPs for the same NEO ECIPs as the 2014 STIP, expressed as a percent of base salary for each current NEO as follows:

For the 2015 cash STIP, the Compensation Committee, with the assistance and input of management,our NEOs in 2016 are set company-wide performance goals for the 2015 fiscal year, which were approved by the Compensation Committee and the Board in February 2015. Similar to the 2014 ECIPs, the goals of achieving certain pre-established levels of Adjusted EPS, (75% weighting) and Revenue Growth xFSR (25% weighting) as well as percentage awardat levels ranging from a threshold of 30% to a maximum will be calculated as in 2014.of 300%.

2015 LTI2016 LTIP Awards

The Compensation Committee anticipates that the 20152016 equity awards will be similar in structure and target award percentage amounts as the 2014 LTIPs and are2015 LTIPs. Finalization of the NEO 2016 LTIP is expected to occur in the second quarter of 2015.2016. As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2015, as a result of events and circumstances relating to Jerry Moyes’ non-compliance with the Company’s securities trading policy, the Compensation Committee will take these non-compliance events into consideration when considering equity awards for Mr. Moyes for 2016.

Perquisites to our Named Executive Officers

We do not offer any material perquisites to our named executive officers.

Alignment of each Element of Compensation and our Decisions regarding that Element withOverall Compensation Objectives

Before establishing or recommending executive compensation payments or awards, the Compensation Committee considers all the components of such compensation, including current salary, short term cash incentives, annual and long-term incentive awards, and prior equity grants. The Compensation Committee considers each element in relation to the others when setting total compensation, with a goal of setting overall compensation at levels that the Compensation Committee believes are appropriate.

Deductibility of Compensation under Section 162(m) of the Code

Section 162(m) of the Code limits the Company’s deduction for compensation paid to the executive officers named in the Summary Compensation Table, other than the Chief Financial Officer, to $1 million unless certain requirements are met. The Company considers the impact of Section 162(m) when structuring its compensation arrangements. Although the Compensation Committee prefers to maximize the deductibility of compensation under Section 162(m), it believes that the tax deduction is only one of several relevant considerations in setting compensation. Accordingly, where it is deemed necessary and in the best interests of the Company to attract and retain executive talent to compete successfully and to motivate such executives to achieve the goals inherent in our business strategy, the Compensation Committee may approve compensation to executive officers which exceeds the limits of deductibility. In this regard, certain portions of compensation paid to the NEOs may not be deductible for federal income tax purposes under Section 162(m) of the Code.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on its review and discussions with management, the Compensation Committee recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2015.

This report is submitted by the Compensation Committee.

David Vander Ploeg — Chairman

Richard H. Dozer

Glenn Brown

José A. Cárdenas

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference to any Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this report.

20142015 SUMMARY COMPENSATION TABLE

The following table provides information about compensation awarded and earned during 2015, 2014 2013, and 20122013 by our CEO, CFO, and the three most highly compensated executive officers (other than the CEO and CFO), or collectively, the NEOs..

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

GRANTS OF PLAN-BASED AWARDS IN 20142015

The following table provides estimated information about non-equity and equity plan-based awards that may bewere granted to the NEOs in 2014.2015.