Darrell G. Campbell
Schneider NationalAbout Darrell G. Campbell
Executive Vice President and Chief Financial Officer of Schneider National since September 30, 2023; age 45 at appointment; holds a B.A. in Accounting & Management (University of the West Indies), an M.A. in International Business (University of Florida), and a Master of Accounting (Florida International University); CPA licensed . Company performance in 2024: operating revenues $5,290.5M vs $5,498.9M in 2023 (-3.8%), income from operations $165.2M vs $296.4M (-44.3%), operating ratio 96.9% vs 94.6% (+230 bps), diluted EPS $0.66 vs $1.34 (-50.7%), TSR 16.8% vs 10.2% (+655 bps) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Schneider National, Inc. | EVP & CFO | 2023–present | Responsible for financial strategies, planning/reporting, finance operations, and investor relations . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JM Family Enterprises | Group VP, Strategy & Finance | 2022–2023 | Oversaw enterprise strategy, strategic planning, treasury, and tax . |
| Carnival Cruise Line (Carnival Corp. & PLC) | CFO | 2021–2022 | Led all finance functions, sourcing, supply chain, and risk management . |
| Carnival Corporation | Corporate Treasurer | 2017–2021 | Managed global treasury and tax functions . |
| PricewaterhouseCoopers LLP | Partner | 2016–2017 | Led financial statement and internal control audits across multiple industries . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 133,767 | 525,000; unchanged at 8/1/2024 review |
| Target annual incentive ($) | 415,000; prorated to 103,750 on hire | 415,000 |
| Actual annual bonus paid ($) | 20,750 | 207,915 (Operating Earnings: $83,415; Individual Performance: $124,500) |
| One-time sign-on bonus ($) | 375,000 (on appointment) | — |
Performance Compensation
Annual Incentive Plan (AIP) – Design and Outcomes (2024)
| Component | Weight | Targets (threshold/target/max) | Actual performance | Payout mechanics | CFO outcome ($) |
|---|---|---|---|---|---|
| Operating Earnings (Jan–Jun) | 40% | $86,000 / $107,517 / $129,000 (in $000s) | $86,119 (adjusted to exclude $6.4M out-of-period) | 50% at threshold; linear interpolation to max | Included in $83,415 OE payout total |
| Operating Earnings (Jul–Dec) | 40% | $106,326 / $132,908 / $159,490 (in $000s) | $85,499 | 0% earned for 2H OE | Included in $83,415 OE payout total |
| Individual Performance | 20% | 0–200% achievement (no threshold) | Goals: compliance/risk/control, cost savings, capital allocation | Linear interpolation to max | $124,500 |
Notes: For 2024, the Committee removed the revenue metric to focus management on profitability during a volatile period; CEO’s AIP is 100% corporate OE; NEOs have 80% OE, 20% individual performance .
Long-Term Incentives (2024 awards granted Feb 15, 2024)
| Award type | Grant date | Target value ($) | Shares/units | Accounting fair value ($) | Vesting |
|---|---|---|---|---|---|
| Restricted Share Units (RSUs) | 2/15/2024 | 600,000 intended value | 24,856 | 600,024 | Vests in 3 equal annual installments beginning 2/15/2025, subject to continued employment |
| Performance Share Units (PSUs) | 2/15/2024 | 400,000 intended value | 16,571 target (threshold 1,657; max 41,428) | 443,606 | 3-year performance period (2024–2026); metrics: EBT (60%, measured each year), ROC (40%, 3-year average); rTSR modifier ±25% vs trucking/logistics peers; payout 0–250% |
Context: Prior 2022–2024 PSU cycle paid 0% due to below-threshold EBT/ROC despite rTSR at 79% . Mix change: 2024 LTI set to 60% RSUs/40% PSUs; moving to 50%/50% in 2025 to keep at least half performance-based .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total beneficial ownership | 10,397 Class B shares; percent indicated as “*” in proxy table |
| Unvested RSUs (12/31/2024) | 24,856; market value $727,784 |
| Unearned PSUs (12/31/2024) | 16,571 target; market value $485,199 |
| Stock options | None outstanding for CFO; no options granted in 2024 |
| Stock ownership guidelines | CFO required holding: 3x base salary; executives must retain 75% of after-tax shares until compliant; NEOs either satisfied or in compliance |
| Hedging/pledging | Strict prohibition on hedging, short selling, options, swaps, collars, margin purchases, and pledging company securities |
Employment Terms
| Term | Key provisions |
|---|---|
| Appointment and role | Appointed EVP & CFO effective September 30, 2023 |
| Initial compensation terms | Base salary $525,000; target cash incentive $415,000; 2024 LTI target mix initially noted RSU $304,000 and PSU $456,000; 2023 prorated RSU grant $250,000; one-time cash bonus $375,000; relocation benefits |
| Current base salary review (2024) | Base salary remained $525,000 at August 1, 2024 review |
| Change-of-control (CIC) severance plan | Double-trigger only; severance equals (monthly base + target bonus)/12 paid for 24 months for NEOs; pro-rata prior and current-year bonus; medical premium continuation for severance period; 280G modified cutback; no single-trigger equity vesting |
| CIC value illustration (as of 12/31/2024) | RSU acceleration $904,030; PSU acceleration $485,199; cash severance $2,087,915; medical $13,289; total $3,490,433 |
| Clawback policy | Recovery of erroneously awarded incentive compensation upon material financial restatements; applies to cash and performance-based equity for 3 prior fiscal years |
| Deferred compensation | Eligible for Supplemental Savings Plan and Deferred Equity Plan; 2024 employer contributions recorded: 401(k) match $8,668; taxable cash retirement contribution $6,900; SSP contribution $4,015 |
| Perquisites | Limited; executive physical program; no tax gross-ups; CFO’s 2024 “All Other Compensation” totaled $19,583 driven by retirement-related contributions |
Performance Compensation – Metric Structure
| Metric | Weighting | Targeting approach | Vesting |
|---|---|---|---|
| AIP Operating Earnings (two periods) | 40% H1 + 40% H2 for NEOs; 100% for CEO | Rigorous threshold/target/max set each 6-month period; linear interpolation; 0–200% payout | Cash paid after year-end; CFO received $207,915 for 2024 |
| AIP Individual Performance | 20% for NEOs (not CEO) | Goals set annually (for CFO: compliance/risk/control; cost savings; capital allocation) | Cash paid after year-end |
| PSUs (EBT/ROC with rTSR) | 60% EBT; 40% ROC; rTSR ±25% | EBT measured annually with pre-set growth curves; ROC 3-year average; rTSR vs defined peer set | Vests after 3 years per earnout; 0–250% payout |
| RSUs | 60% of 2024 LTI intended value | Dollar value converted to units at grant date | 3 equal annual installments from 2/15/2025 |
Compensation Structure Analysis
- Increased LTI weight and larger 2024 award values support retention amid industry volatility; mix shifted to 60% RSUs/40% PSUs in 2024, reverting to 50%/50% in 2025 to keep at least half performance-based .
- Strong pay-for-performance linkage illustrated by 2022–2024 PSUs paying 0% despite 79% rTSR, and 2024 AIP formulaic outcomes between ~25–50% of target depending on role-specific individual performance .
- No stock options granted in 2024 and prohibition on hedging/pledging reduce asymmetric risk-taking and alignment concerns .
- 2024 Say‑on‑Pay approval was 99.8%, signaling broad shareholder support for the program design .
Compensation Peer Group (benchmarking)
- Peer set used to inform 2024 target TDC includes: ArcBest, Avis Budget, C.H. Robinson, Expeditors, Hub Group, JB Hunt, Kirby, Knight‑Swift, Landstar, Old Dominion, Ryder, Saia, Werner, XPO; median revenues ~$7.1B vs Schneider $6.4B; market cap context considered .
Equity Ownership & Governance Policies
- Executive stock ownership policy requires CFO to hold equity equal to 3x base salary; executives must retain 75% of after-tax shares until compliant; NEOs satisfied or compliant .
- Anti‑hedging and anti‑pledging policy prohibits hedging, short selling, derivative transactions, margin purchases, and pledging company securities .
- Formal clawback policy applies to incentive-based compensation upon material restatements .
Investment Implications
- Retention: 3-year RSU vesting beginning 2/15/2025 and larger 2024 LTI values suggest reduced near-term turnover risk; anti-hedging/pledging further stabilizes ownership posture .
- Pay-for-performance: Zero PSU payout for 2022–2024 and lower 2024 AIP payouts reinforce rigor; 2025 move to 50% PSUs preserves performance leverage to EBT/ROC and rTSR .
- Selling pressure: Annual RSU vesting creates scheduled deliverable share events; however, trading is constrained by insider policies and blackout windows, and pledging is prohibited .
- Change-of-control economics: Double-trigger CIC terms provide 24 months cash severance plus equity acceleration only under specified conditions; CFO’s modeled CIC total $3.49M illustrates order of magnitude without single-trigger risks .
- Governance signals: 99.8% Say‑on‑Pay support and robust ownership/clawback policies indicate strong alignment and risk controls, which should be viewed favorably by investors .