John A. Swainson
Schneider NationalAbout John A. Swainson
John A. Swainson (age 70) has served as an independent director of Schneider National, Inc. since 2019. He is an Executive Partner at Siris Capital and currently Executive Chairman of Equiniti, Inc. and Travelport Inc.; he previously led Dell Software (President, 2012–2016), was CEO and Director of CA Technologies (2005–2010), and spent 26 years at IBM. He holds a bachelor’s degree in applied science from the University of British Columbia.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CA Technologies | Chief Executive Officer & Director | 2005–2010 | Led turnaround and strategic direction |
| Dell Software Group | President | 2012–2016 | Integration and portfolio leadership |
| IBM | Senior leadership roles | 26 years | Large-scale technology operations experience |
| Silver Lake | Senior Advisor | Prior | PE advisory to tech-focused investments |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Equiniti, Inc. | Executive Chairman | Current | UK/US share registry & pensions administration |
| Travelport Inc. | Executive Chairman | Current | B2B travel marketplace |
| Electric Reliability Council of Texas (ERCOT) | Board Member | Current | Grid reliability governance |
| Midis Group | Advisory Board | Current | Advisory role |
| Broadcom, Inc.; Cadence Design Systems, Inc.; Assurant, Inc.; VISA, Inc.; Serena Software, Inc.; SecureKey, Inc. | Director (prior) | Prior | Multiple public company board experiences |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under NYSE rules |
| Committees | Audit Committee Member; Corporate Governance Committee Chair |
| Financial Expert | Audit committee financial expert (SEC definition) |
| Attendance | Each incumbent director attended >75% of Board and committee meetings in 2024 |
| Board & Committee Meetings (2024) | Board: 5; Audit: 5; Corporate Governance: 4 |
| Executive Sessions | Non-management directors: 4 sessions; independent directors: 1 session |
| Controlled Company Context | SNDR uses NYSE controlled company exemptions; Corporate Governance and Compensation Committees not composed entirely of independent directors |
| Voting Trust Role | As a non-family Corporate Governance Committee member, serves as Voting Trustee (voting rights over Class A; no economic rights) |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Committee Member Fees ($) | Total Cash ($) | Equity Grant Fair Value ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 105,000 | 15,000 (Corporate Governance Chair) | 5,000 (Audit member) | 125,000 | 170,015 (RSUs) | 295,015 |
Notes:
- Regular board member annual cash retainer rose from $95,000 to $105,000 in 2024; RSU grant value increased from $155,000 to $170,000 .
- Equity grants vest on the earlier of one year from grant or next annual meeting, subject to continued service; dividend equivalents accrue and follow RSU vesting .
Performance Compensation
| Component | Metric/Structure | Weight/Range | Mechanics |
|---|---|---|---|
| Annual Director RSUs (2024) | Time-based vesting (no performance metric) | N/A | $170,015 grant-date fair value; shares determined from $170,000 ÷ closing price on grant date; vest earlier of one year or next annual meeting; dividend equivalents accrue and vest with RSUs |
No performance-conditioned awards disclosed for directors; RSUs are time-based. Executive performance metrics (EBT, ROC, rTSR) apply to NEO PSUs, not to directors .
Other Directorships & Interlocks
- Current roles at Equiniti and Travelport are portfolio companies of Siris Capital, where Swainson is an Executive Partner; no related-party transactions with SNDR disclosed in 2024 .
- Prior public company boards: Broadcom, Cadence, Assurant, VISA (among others) .
Expertise & Qualifications
- Technology leadership across enterprise software and systems; prior CEO experience; extensive public company board tenure; designated audit committee financial expert .
- Education: Bachelor’s in applied science, University of British Columbia .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B |
|---|---|---|---|---|
| John A. Swainson | — | — | 30,916 | <1% |
Additional alignment policies:
- Director stock ownership guideline: 5× annual cash retainer; must retain 75% of after-tax shares until compliant; all non-employee directors are compliant or in accumulation .
- Anti-hedging and anti-pledging: Prohibits hedging, short sales, options, pledging, or margin purchases by directors .
Governance Assessment
- Strengths: Independent director; chairs Corporate Governance in a controlled company setting; audit committee financial expert; attendance above 75% threshold; clear anti-hedging/pledging and ownership guidelines support alignment .
- Pay structure: Director compensation balanced between cash ($125k) and equity ($170k), with time-based vesting aligned to service continuity; 2024 increases were modest and market-aligned per FW Cook review .
- Controlled company risks: Use of NYSE exemptions results in committees not fully independent; presence of family members on Corporate Governance may dilute independence, though the chair must be non-family and Voting Trustees add governance structure .
- Conflicts/related-party: No related-party transactions involving Swainson disclosed for 2024; Section 16(a) compliance noted (no director delinquencies) .
- Shareholder signals: 2024 say-on-pay approval at 99.8% suggests broad investor support for compensation governance (context for overall board oversight) .
RED FLAGS: Controlled company exemptions leading to non-independent committee composition; family nomination agreement and Voting Trust concentration require strong independent oversight—mitigated by Swainson’s chair role and Voting Trustee framework .