Mark Schulz
Lead Independent Director at PCAR
Board
About Mark Schulz
Mark A. Schulz, age 72, is PACCAR’s lead independent director (since January 2020; reelected to a three‑year term beginning January 2023) and has served on PACCAR’s board since 2012. He is president and CEO of M. A. Schulz and Associates (management consulting) and a founding partner at Fontinalis Partners, LLC (transportation technology strategic investments). Schulz previously led Ford Motor Company’s international operations (2005–2007) and held executive roles across 35 years at Ford; he holds engineering degrees from Valparaiso University and the University of Michigan, an MBA from the University of Detroit, and an MS in Management from MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | President, International Operations | 2005–2007 | Ran Mazda, Jaguar, Land Rover, Aston Martin affiliates; set up manufacturing/distribution in South America, Europe, Asia, Africa |
| Ford Motor Company | Various executive roles | 35 years | Global operational leadership across multiple geographies and brands |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| M. A. Schulz & Associates | President & CEO | — | Management consulting firm |
| Fontinalis Partners, LLC | Founding Partner | — | Transportation technology strategic investment firm |
| National Committee of U.S.–China Relations | Director (prior service) | — | Prior board service mentioned |
| U.S.–China Business Council | Director (prior service) | — | Prior board service mentioned |
| Other public company boards | Director (prior service) | — | “Previously served as a director of several public company boards” (not specified) |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) in 2024 and prior years .
- Leadership: Lead Independent Director (three‑year term starting Jan 2023; initially lead director since Jan 2020) .
- Committee assignments (2024):
- Nominating and Governance Committee: Chair (Schulz listed first; chairs are listed first) .
- Executive Committee: Member .
- Attendance: Board met four times in 2024; each director attended at least 75% of combined Board and committee meetings. Similar compliance disclosed for 2023, 2022, 2021, 2020 .
- Hedging/Pledging: Corporate Governance Guidelines prohibit directors and executive officers from hedging or pledging PACCAR stock .
| Year | Board Meetings (count) | ≥75% Attendance Confirmed |
|---|---|---|
| 2020 | 5 | Yes (all directors) |
| 2021 | 4 | Yes (all directors) |
| 2022 | 4 | Yes (all directors) |
| 2023 | 4 | Yes (each member) |
| 2024 | 4 | Yes (each member) |
Fixed Compensation
Program structure (selected 2024 updates):
- Annual cash retainer increased to $140,000 effective Oct 1, 2024 (from $125,000); lead director retainer increased to $40,000 (from $30,000) .
- Committee retainers: Audit members $20,000; Compensation and Nominating & Governance members $15,000; Committee chairs: Audit $25,000; Compensation and Nominating & Governance $17,500 .
Schulz – Summary Director Compensation (cash/equity/other)
| Metric | FY 2020 | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 171,250 | 170,000 | 187,500 | 193,750 |
| Stock Awards ($) | 150,035 | 150,039 | 165,076 | 165,010 |
| All Other Compensation ($) | 10,000 | 10,000 | 10,000 | 10,000 |
| Total ($) | 331,285 | 330,039 | 362,576 | 368,760 |
Performance Compensation
Equity awards are granted under PACCAR’s Restricted Stock and Deferred Compensation Plan for Non‑Employee Directors (RSDC Plan):
- Annual grant: $165,000 in restricted stock or RSUs each first business day of the year; RSUs credited to deferred stock unit accounts; vesting typically three years or upon retirement, death, or disability .
- Change‑in‑control: All restricted stock/RSUs become unrestricted; deferred accounts may be paid out within 30 days .
- Deferrals: Directors may defer cash retainers/fees to income or stock unit accounts; stock units receive dividend equivalents; income accounts accrue interest based on Aa Industrial Bond yields .
Equity grant details – Schulz
| Grant Year | Instrument | Grant Date | Grant Value ($) | Unvested RSUs/Restricted Shares at YE |
|---|---|---|---|---|
| 2020 | Restricted Stock | Jan 2, 2020 | 150,035 | 2,055 restricted shares; 12,493 RSUs also held due to deferrals/dividends |
| 2021 | RSUs | Jan 4, 2021 | 150,039 | 6,251 RSUs |
| 2023 | RSUs | Jan 3, 2023 | 165,076 | 7,968 RSUs |
| 2024 | RSUs | Jan 2, 2024 | 165,010 | 7,017 RSUs |
Other Directorships & Interlocks
| Company/Institution | Role | Notes |
|---|---|---|
| Several public company boards | Director (prior service) | Not specified in proxy biography |
| National Committee of U.S.–China Relations | Director (prior service) | — |
| U.S.–China Business Council | Director (prior service) | — |
Monitoring note: As a founding partner at Fontinalis Partners (transportation technology), Schulz’s investment activities create potential ecosystem interlocks; PACCAR’s proxy outlines Audit Committee oversight of related‑person transactions, with policies/procedures for review and approval .
Expertise & Qualifications
- 35+ years of global automotive management (Ford), including leadership of international operations and premium brand affiliates .
- Degrees: Engineering (Valparaiso University; University of Michigan), MBA (University of Detroit), MS in Management (MIT) .
- Lead director experience; risk oversight across Audit, Compensation, and Nominating & Governance structures .
Equity Ownership
Stock ownership and alignment:
- Beneficial ownership: 48,083 shares as of March 4, 2025; less than 1% of class .
- Deferred stock units: 32,934 DSUs in the RSDC Plan to be settled in common stock .
- Unvested RSUs: 7,017 as of December 31, 2024 .
- Ownership guidelines: Non‑employee directors must hold ≥5x annual cash retainer; all directors with ≥5 years of service were at/above guidelines as of Jan 1, 2024 .
- Hedging/pledging: Prohibited for directors/executives .
| Item | Value |
|---|---|
| Shares Beneficially Owned | 48,083 |
| Deferred Stock Units (RSDC Plan) | 32,934 |
| Unvested RSUs (12/31/2024) | 7,017 |
| Percent of Class | “*” Does not exceed 1% |
| Ownership Guideline Compliance | Directors with ≥5 years met threshold (Schulz qualifies) |
| Hedging/Pledging Policy | Prohibited for directors/executives |
Insider Trades (Form 4)
Selected recent transactions for Schulz:
| Filing Date | Transaction Date | Type | Security | Quantity | Price ($) | Post-Transaction Ownership |
|---|---|---|---|---|---|---|
| 2025-01-02 | 2025-01-02 | Award (A) | Common Stock | 1,693 | 103.42 | 15,149 |
| 2025-01-10 | 2025-01-08 | Other (J) | Stock Units (RSDCP) | 886.1091 | 0.00 | 32,933.7194 |
| 2025-03-05 | 2025-03-05 | Other (J) | Stock Units (RSDCP) | 105.5466 | 0.00 | 33,039.266 |
| 2025-06-06 | 2025-06-04 | Other (J) | Stock Units (RSDCP) | 117.7552 | 0.00 | 33,157.0212 |
| 2025-09-05 | 2025-09-04 | Other (J) | Stock Units (RSDCP) | 111.4124 | 0.00 | 33,268.4336 |
| 2024-01-03 | 2024-01-02 | Award (A) | Stock Units (RSDCP) | 1,705 | 0.00 | 30,712.7582 |
| 2023-01-05 | 2023-01-03 | Award (A) | Stock Units (RSDCP) | 1,677 | 98.43 | 18,610.4379 |
Note: Frequent “J-Other” entries reflect periodic crediting of deferred stock units under the RSDC Plan, showing ongoing ownership accumulation and alignment.
Governance Assessment
-
Strengths:
- Independent lead director with long-tenured global operating experience; chairs Nominating & Governance, indicating central role in board composition and governance standards .
- Consistent attendance compliance and active committee structure; strong Audit/Comp/N&G risk oversight .
- Ownership alignment via DSUs/RSUs and compliance with stringent stock ownership guidelines; hedging/pledging prohibited .
- Transparent director compensation with balanced cash/equity and modest chair/member retainers; recent increases disclosed .
-
Watch items:
- Investment activities via Fontinalis Partners in transportation technology present potential ecosystem interlocks; continue monitoring related‑person transaction disclosures and Audit Committee reviews (policy detailed, specific transactions not indicated in cited sections) .
- Director equity vests on time-based schedules; no performance metrics tied to director equity grants (standard practice), but ensure continued scrutiny of cash/equity mix and any plan amendments .
-
Program integrity:
- RSDC Plan reapproved in 2024 with unchanged share reserve; change-in-control accelerates vesting and allows payout within 30 days, which is standard but merits attention in takeover scenarios .