James R. Giertz
Schneider NationalAbout James R. Giertz
James R. Giertz, age 68, has served on Schneider National’s board since 2017 and is currently Audit Committee Chair and a member of the Corporate Governance Committee. He is designated an SEC “audit committee financial expert,” holds a B.S. from Iowa State University and an MBA from Harvard, and previously served as CFO of H.B. Fuller (2008–May 2016) and EVP for strategy deployment until his retirement in Feb 2017; he also served on Hill-Rom’s board (2009–2021), most recently on its audit committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.B. Fuller Company | Chief Financial Officer | 2008–May 2016 | Senior financial leadership; strategic oversight |
| H.B. Fuller Company | Executive Vice President (strategy deployment) | May 2016–Feb 2017 | Strategy execution; retired Feb 2017 |
| Hill-Rom Holdings, Inc. | Director | 2009–2021 | Audit Committee member; public company governance |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Hill-Rom Holdings, Inc. | Director | 2009–2021 | Former; audit committee |
No current public company directorships are listed for Giertz in Schneider’s 2025 proxy biography .
Board Governance
- Committee assignments: Audit (Chair); Corporate Governance (member) .
- Audit Committee financial expert designation: yes .
- Independence: Board determined Giertz is independent under NYSE rules and Schneider’s standards .
- Board & committee activity: Board met 5 times; Audit Committee met 5 times in 2024; non-management directors held 4 executive sessions; independent directors met once .
- Attendance: Each incumbent director attended, in the aggregate, >75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Voting Trust: As a non-family member of the Corporate Governance Committee, Giertz serves as a Voting Trustee for the Schneider National, Inc. Voting Trust (voting rights only) .
- Controlled company: Schneider utilizes NYSE controlled-company exemptions (Compensation and Corporate Governance Committees not entirely independent) .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Increased from $95,000 for 2024 |
| Audit Committee Chair retainer | $25,000 | Chair receives this; chairs do not also get member retainer for that committee |
| Audit Committee member retainer | $0 | Chairs are not eligible for member retainer; member retainer is $5,000 |
| Total fees earned (Giertz) | $130,000 | Reported in Director Compensation table |
| Deferred Compensation Program (DDP) | Participated in 2024 | Director deferral to DSUs under Section 409A-compliant plan |
Performance Compensation
| Equity Element | 2024 Value | Grant Mechanics | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (director) | $170,015 | RSUs granted on annual meeting date; value set at $170,000 for 2024 (up from $155,000) | Vest on earlier of one year or next annual meeting; dividend equivalents accrue | None; time-based only (no PSUs/options for directors disclosed) |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Hill-Rom Holdings, Inc. (2009–2021) | Prior public company directorship; audit committee | None disclosed with Schneider’s customers/suppliers |
The proxy’s Compensation Committee interlocks disclosure indicates no interlocks or insider participation for Compensation Committee members; Giertz is not a member of that committee .
Expertise & Qualifications
- Finance and strategy leadership: former CFO and EVP; extensive public company board experience .
- Audit Committee financial expert (SEC definition) .
- Education: B.S. Iowa State University; MBA Harvard University .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | As of |
|---|---|---|---|---|---|
| James R. Giertz | — | — | 45,819 | * | Feb 19, 2025 |
Notes:
- Director stock ownership guidelines: 5× annual cash retainer; directors must retain 75% of shares from equity awards until compliant; all non-employee directors are compliant or accumulating toward compliance .
- Anti-hedging/anti-pledging: directors prohibited from hedging or pledging Schneider securities .
- Section 16 compliance: all required reports timely in 2024 except one CEO amendment; no issues flagged for Giertz .
Governance Assessment
- Strengths: Independent director; Audit Chair with audit committee financial expert status; engagement evidenced by committee leadership and Board/Audit meeting cadence; ownership alignment via RSUs/DSUs and stringent director ownership/anti-hedging/anti-pledging policies .
- Compensation structure: Transparent, market-aligned retainer plus time-based RSUs; optional deferral (DDP) supports long-term alignment; no director options or performance-conditioned equity disclosed, reducing pay-related risk for directors .
- Investor sentiment: 2024 say‑on‑pay approval at 99.8% indicates strong shareholder support for compensation governance .
- Structural considerations (monitor): Schneider’s controlled-company status and family Voting Trust/nomination agreement concentrate voting power and permit non-independent composition of Compensation and Corporate Governance Committees; Audit Committee remains fully independent. This is a governance factor to monitor, though not specific to Giertz .
- Conflicts/related-party exposure: Proxy sets rigorous related-person transaction review; independence determination lists Giertz as independent, and no Giertz-specific related-party items are described in his biography section .
RED FLAGS to watch: Controlled-company exemptions (committee independence), long-duration Schneider Family Nomination Agreement through 2040, and Voting Trust mechanics (family-driven votes on “Major Transactions”). None are attributable to Giertz individually but shape overall governance risk context .