James L. Welch
Schneider NationalAbout James L. Welch
Age 70; independent director since 2018; Chairman of the Board since 2023. Former CEO of Yellow Corporation (LTL carrier) from 2011–2018, prior CEO of Dynamex (2008–2011) and Yellow Transportation (2000–2007). He holds a B.S. from West Texas A&M University. Currently serves as Lead Director at SkyWest, Inc. (Audit, Governance, Safety committees) and previously served on Stericycle, Inc.’s board (Audit and Safety) from 2020–2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yellow Corporation (formerly YRC Worldwide) | Chief Executive Officer | Jul 2011 – Apr 2018 | — |
| Dynamex, Inc. | President & Chief Executive Officer | 2008 – 2011 | — |
| Yellow Transportation (subsidiary of Yellow Corp.) | President & Chief Executive Officer | 2000 – 2007 | — |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| SkyWest, Inc. | Director; Lead Director since May 2022 | Current | Audit; Governance; Safety |
| Stericycle, Inc. | Director | 2020 – 2024 | Audit; Safety |
Board Governance
- Role: Independent Chairman of the Board; CEO and Chair roles are separated to enhance oversight .
- Independence: Determined independent under NYSE rules and Board standards .
- Committees: Not listed as a member of the Audit, Compensation, or Corporate Governance Committees (rosters provided; Welch not included) .
- Attendance: The Board met 5 times in 2024; each incumbent director attended >75% of Board and applicable committee meetings; non-management directors held 4 executive sessions, and independent directors held 1, both presided over by the Chair .
- Annual Meeting Attendance: All directors serving at the time attended the 2024 annual meeting .
- Evaluations: As independent Chairman, Welch co-leads annual Board and director evaluation processes with the Governance Committee Chair .
- Controlled Company Structure: Schneider is a NYSE “controlled company” due to the Voting Trust’s majority voting power and uses exemptions allowing the Corporate Governance and Compensation Committees to include non-independent directors (governance risk factor) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $105,000 | Increased from $95,000 in 2024 |
| Board Chair Cash Retainer | $100,000 | Paid in addition to Board retainer |
| Total Cash Fees Earned (Welch) | $205,000 | Per Director Compensation Table |
Performance Compensation
| Equity Vehicle | 2024 Grant Value | Vesting/Terms |
|---|---|---|
| RSUs (Annual Director Award) | $170,015 | Vests on earlier of 1 year from grant or next annual meeting; dividend equivalents accrue; grant size determined by dividing $170,000 by closing price on grant date (annual meeting) |
Additional features:
- Directors may elect to receive all/part of cash retainers in Class B stock and may defer compensation (cash or equity) into DSUs under the Director Deferral Program; DSUs settle in stock after elected deferral events; no company match .
Other Directorships & Interlocks
| Company | Overlap Risk/Notes |
|---|---|
| SkyWest (Airline) | No disclosed supplier/customer or competitive interlock with Schneider; governance/aviation safety expertise potentially additive . |
| Stericycle (Waste Services) | Former role; no Schneider-related interlock disclosed . |
Expertise & Qualifications
- Deep transportation and logistics operating leadership (public company CEO) with finance and strategy credentials .
- Independent board leadership experience (Lead Director at SkyWest) and committee service across Audit, Governance, Safety .
- Education: B.S., West Texas A&M University .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| James L. Welch | — | 36,388 | Beneficial ownership as of Feb 19, 2025; below 5% threshold . |
Alignment policies:
- Director Stock Ownership Guideline: 5x annual cash retainer; must retain 75% of net shares until compliant; all non-employee directors are compliant by meeting or actively accumulating/holding shares .
- Anti-Hedging/Anti-Pledging: Directors are prohibited from hedging and pledging company securities, enhancing alignment and reducing counterparty risk .
Governance Assessment
Strengths
- Independent Chair leading Board oversight, executive sessions, and evaluation processes; enhances board effectiveness and accountability .
- Strong alignment framework: robust director ownership guideline (5x retainer), retention requirements, and anti-hedging/anti-pledging policy; positive for investor alignment .
- Relevant industry/operator experience and cross-industry board exposure (SkyWest lead directorship) that supports risk oversight and safety/cyber considerations .
Risks/Watch Items
- Controlled company exemptions: Corporate Governance and Compensation Committees are not composed entirely of independent directors, which can dilute minority shareholder influence on governance and pay practices .
- Family nomination agreement and Voting Trust influence are structural; while not tied to Welch personally, they shape board composition and may constrain refreshment flexibility .
Contextual signals
- Director compensation mix leans heavily to equity RSUs with one-year vesting and optional deferral—reasonable alignment; 2024 director retainer increases were market-aligned per FW Cook review .
- 2024 attendance and executive sessions cadence indicate active board engagement; no attendance red flags disclosed .
- Independence affirmatively determined for Welch; no Welch-related party transactions identified in independence determinations or committee interlocks disclosure .
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