James S. Filter
Schneider NationalAbout James S. Filter
James S. Filter, age 54, serves as Executive Vice President and Group President, Transportation & Logistics at Schneider National (SNDR) since April 2022. He joined Schneider in 1998 after roles at UPS and service in the U.S. Marine Corps; he holds a B.S. from the University of Wisconsin–Green Bay and an MBA from Wayne State University, and serves on the Board for Family Services of Northeast Wisconsin . Company performance context during his tenure includes 2024 operating revenues of $5,290.5M (-3.8% YoY), income from operations of $165.2M (-44.3% YoY), and TSR of 16.8% (up from 10.2% in 2023) . Compensation philosophy emphasizes pay-for-performance with robust clawbacks, anti-hedging/anti-pledging policies, and ownership requirements to align executives with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Schneider National | SVP & GM, Intermodal; later also Chief Commercial Officer accountabilities | 2015–2021 | Led Intermodal; expanded remit to commercial; foundational to later Transportation & Logistics leadership |
| Schneider National | Various leadership roles (joined 1998) | 1998–2015 | Progressive leadership culminating in enterprise span of control |
| United Parcel Service (UPS) | Prior employment | Pre-1998 | Logistics/commercial experience prior to Schneider |
| U.S. Marine Corps | Service | Pre-1998 | Leadership discipline and operational rigor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Family Services of Northeast Wisconsin | Board Member | Current | Community engagement; governance experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $426,667 | $460,417 (annual paid) ; rate increased to $475,000 effective 8/1/2024 |
| Target annual incentive ($) | $325,000 | $350,000 |
| Actual annual incentive payout ($) | $58,500 | $140,350 (Operating Earnings $70,350; Individual Performance $70,000) |
| All other compensation ($) | $55,512 | $57,938 (incl. executive physical; retirement contributions) |
| Total compensation ($) | $1,492,007 | $2,301,813 |
Perquisites and retirement contributions (2024): 401(k) match $10,083; taxable cash retirement contribution $20,700; Supplemental Savings Plan (SSP) company contributions $10,435 . Deferred compensation elections (SSP): Executive contributions $29,250; company contributions $10,435; aggregate balance at year-end $465,833 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout as % of Target | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Operating Earnings (Jan–Jun) | 40% | $86,000k | $107,517k | $129,000k | $86,119k | 80.1% | Paid Q1 2025 |
| Operating Earnings (Jul–Dec) | 40% | $106,326k | $132,908k | $159,490k | $85,499k | 0.0% | Paid Q1 2025 |
| Individual Performance | 20% | N/A | 100% | 200% | Company-determined | Filter $70,000 | Paid Q1 2025 |
Notes: For NEOs other than the CEO, AIP weights were 80% Operating Earnings (split into two six-month periods) and 20% Individual Performance; payout range 0–200% per metric. Revenue metric was removed in 2024 to prioritize profitability . Filter’s total AIP payout was $140,350 .
Long-Term Incentive (LTI) Awards – 2024 Grants
| Award Type | Intended Grant Value ($) | Share Count (Target) | Key Performance Metrics | Measurement Period | Vesting |
|---|---|---|---|---|---|
| Performance Share Units (PSUs) | $625,000 intended; grant date fair value (probable) $693,102; max fair value $1,732,755 | 25,891 target; 64,728 max | EBT (60%), ROC (40%), rTSR modifier ±25% | 2024–2026 (EBT measured each year; ROC 3-yr avg; rTSR vs peer set) | Earned at end of 3-year period; payout 0–250% |
| Restricted Share Units (RSUs) | $950,000 intended; grant date fair value $950,006 | 39,354 RSUs | Time-based | Grant 2/15/2024; vest ratably over 3 years beginning 2/15/2025 | 1/3 each on 2/15/2025, 2/15/2026, 2/15/2027 |
Prior cycle (2022–2024 PSUs): Company’s 3-year cumulative EBT ($1.06B vs $1.28B threshold) and average ROC (11.8% vs 12.0% threshold) were below threshold; rTSR at 1.25x could not offset; payout 0% to all NEOs .
PSU Peer Set for rTSR Modifier (2024 grants)
ArcBest, C.H. Robinson, Expeditors, FedEx, Forward Air, GXO, Heartland Express, Hub Group, J.B. Hunt, Knight-Swift, Landstar, Marten Transport, Old Dominion, PAMT, Radiant Logistics, RXO, Ryder, Saia, Universal Logistics, UPS, Werner, XPO .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (Class B shares) | 169,476 shares; less than 1% of Class B outstanding |
| RSUs unvested (12/31/2024) | 39,354; market value $1,152,285 |
| PSUs outstanding (target, unearned) | 25,891; market/payout value $758,088 |
| Stock options (exercisable/unexercisable) | 11,830 / 11,830; strike $21.62; expire 2/15/2032 |
| 2024 vesting/sale activity | 25,974 shares vested; value realized $642,354; no option exercises |
| Ownership guidelines | 2x base salary for CEO direct reports; retain 75% of shares until met; NEOs compliant or accumulating toward compliance |
| Hedging/pledging | Prohibited for directors and officers; no pledging permitted |
Stock ownership guidelines plus restricted pledging reduce misalignment risk; RSU vesting over the next two years (2/15/2026 and 2/15/2027) is a potential supply overhang, while options are moderately in-the-money at $21.62 strike and expire in 2032 .
Employment Terms
- Agreements: No individual employment agreements or severance arrangements outside of change-in-control; restrictive covenants apply .
- Change-of-Control (CoC): 2023 Executive CoC Severance Plan provides double-trigger benefits. For Filter (as of 12/31/2024): cash severance $1,790,350; continued medical benefits $45,182; equity acceleration value for RSUs $1,545,242; PSUs $846,781; stock options $271,380; total CoC/double trigger value $4,498,935 .
- Clawbacks: Formal clawback for erroneously awarded incentive compensation upon a restatement; forfeiture for breaches of confidentiality/non-compete/non-solicit .
- Anti-hedging/pledging: Prohibited for directors and officers .
Compensation Structure Analysis
- Mix shift: 2024 LTI mix adjusted to 60% RSUs / 40% PSUs to emphasize retention amid volatility; reverting to 50%/50% in 2025 to ensure half of awards are performance-based .
- Pay-for-performance: 2024 AIP paid below target due to weak 2H Operating Earnings; prior 2022–2024 PSUs paid 0% due to under-threshold EBT/ROC despite strong rTSR, indicating discipline against windfalls .
- Peer benchmarking: 14-company peer group used; target TDC generally around median; no changes to peer set for 2024 .
- Say-on-pay: 99.8% approval at 2024 annual meeting; no material program changes in response .
Multi-Year Compensation (Filter)
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Salary | $426,667 | $460,417 |
| Stock awards (grant-date fair value) | $951,328 | $1,643,108 |
| Option awards | — | — |
| Non-equity incentive (AIP) | $58,500 | $140,350 |
| Change in pension/deferred comp earnings | — | — |
| All other compensation | $55,512 | $57,938 |
| Total | $1,492,007 | $2,301,813 |
Performance Compensation Details – Metrics, Weighting, Targets
| Metric | Weight | Targeting Approach | Notes |
|---|---|---|---|
| AIP Operating Earnings (two 6-month periods) | 40% + 40% | Threshold/Target/Max per half-year; linear interpolation; payout 50–200% per half-year | Revenue removed in 2024 to focus on profitability |
| AIP Individual Performance | 20% | Annual assessment 0–200% based on role-specific objectives | Filter goals: grow Dedicated market share; deliver acquisition synergies; cost savings; rail partnerships; ESG outcomes |
| PSU EBT | 60% | Annual targets; growth rates applied for years 2 and 3 | Earnout 0–200% |
| PSU ROC | 40% | 3-year average vs threshold/target/max | Earnout 0–200% |
| rTSR Modifier | ±25% | Point-to-point vs trucking/air freight peers | Applied to combined EBT/ROC |
Equity Awards Outstanding (Filter) – Year-End 2024
| Instrument | Quantity | Strike/Value | Expiration/Status |
|---|---|---|---|
| RSUs unvested | 39,354 | $1,152,285 market value | Vests 1/3 on 2/15 each year 2025–2027 |
| PSUs (target) | 25,891 | $758,088 payout value | Earn based on 2024–2026 EBT/ROC; rTSR modifier |
| Options (exercisable) | 11,830 | $21.62 strike | Expire 2/15/2032 |
| Options (unexercisable) | 11,830 | $21.62 strike | Expire 2/15/2032 |
Equity Ownership & Beneficial Ownership
| Holder | Class A Shares | % Class A | Class B Shares | % Class B |
|---|---|---|---|---|
| James S. Filter | — | — | 169,476 | * (less than 1%) |
Related Policies and Governance
- Anti-hedging/anti-pledging: No short sales, derivatives, or pledging by insiders; mitigates misalignment and margin-call risks .
- Stock ownership guidelines: 2x base salary for CEO direct reports; mandatory retention of 75% of net shares until met; Filter in compliance/accumulation per policy .
- Compensation Committee and consultants: FW Cook engaged; committee composition and independence disclosed .
Compensation Peer Group (Benchmarking)
ArcBest, Avis Budget, C.H. Robinson, Expeditors, Hub Group, JB Hunt, Kirby, Knight-Swift, Landstar, Old Dominion, Ryder, Saia, Werner, XPO; target TDC positioned around peer and survey medians .
Investment Implications
- Alignment: Strong pay-for-performance governance—clawbacks, anti-pledging, and stock ownership requirements—reduce agency risk; 2022–2024 PSUs paid 0% despite rTSR, evidencing discipline .
- Near-term supply: RSUs vesting across 2025–2027 and continued LTI issuance add predictable share issuance; Filter had significant 2024 vesting but no option exercises, implying limited incremental selling pressure from options near term .
- Retention/COC: Double-trigger CoC economics are meaningful (cash severance $1.79M plus benefit and equity acceleration), supporting management continuity but creating potential event-driven dilution; not single-trigger, mitigating windfall risk .
- Execution focus: Filter’s individual goals emphasize dedicated growth, acquisition synergies, intermodal partnerships, and cost control—key levers in a weak freight cycle; AIP outcomes (0% in 2H Operating Earnings) show sensitivity to profitability delivery .
- Shareholder sentiment: 99.8% say-on-pay approval supports continuity of current pay design; peer-based benchmarking around median reduces pay inflation risk .