Mark B. Rourke
Schneider NationalAbout Mark B. Rourke
Mark B. Rourke, age 60, is Schneider National’s President, Chief Executive Officer, and a director since 2019. He has a 34-year tenure at Schneider with prior executive and operational roles, and holds a bachelor’s degree in marketing from the University of Akron . Company performance in 2024: operating revenues $5,290.5M vs. $5,498.9M in 2023 (−3.8%), income from operations $165.2M (−44.3% YoY), operating ratio 96.9% (+230 bps), diluted EPS $0.66 (−50.7% YoY), and TSR 16.8% . Rourke also serves on the Board of Directors of The Shyft Group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Schneider National, Inc. | Chief Operating Officer | — | Led enterprise operations ahead of CEO role, strengthening execution across truckload, intermodal, logistics . |
| Schneider National, Inc. | President, Truckload Services | — | Deep domain expertise in truckload operations and network productivity . |
| Schneider Transportation Management | General Manager | — | Built logistics and asset-light capabilities within STM . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Shyft Group | Director (independent), attends via company plane for board meetings as needed | — | External board experience; occasional personal use of SNDR aircraft disclosed as a perquisite . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $900,000 | $941,667 (reported; rate $950,000 pre-8/1/24) | $970,833 (reported; rate increased to $1,000,000 effective 8/1/2024) |
| Target Annual Incentive ($) | — | $1,300,000 | $1,500,000 (+15.4% YoY) |
| Actual Annual Incentive Paid ($) | $1,377,605 | — | $376,800 (paid early 2025; CEO bonus entirely Operating Earnings-based) |
Performance Compensation
| Program | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Performance Period | Grant Date | Grant Date Fair Value |
|---|---|---|---|---|---|---|---|
| Annual Incentive Program (AIP) 2024 | Operating Earnings over two equal 6-month periods; CEO has no Individual Performance component | CEO: 100% Operating Earnings | $1,500,000 | $376,800; payout range 0–200% of target | Cash bonus paid early 2025 | — | — |
| Performance Share Units (2024 grant) | EBT and average ROC with TSR multiplier; dividends only if earned | Committee determined; payout range 0–250% of target | 124,276 target PSUs; threshold 12,428; max 310,690 | Earned post 3-year period based on metrics | 3-year performance period | 2/15/2024 | $3,326,869 target; $8,317,171 max (grant-date fair values) |
| Restricted Share Units (2024 grant) | Time-based vesting; dividends accrue and are earned if RSUs vest | — | 186,413 RSUs | Vests ratably over 3 years | 3-year ratable vest | 2/15/2024 | $4,500,010 |
| Stock Options (2024) | None granted in 2024 | — | — | — | — | — | — |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (as of 2/19/2025) | 1,372,426 shares of Class B common stock; 1.48% of Class B; no Class A . |
| Shares Outstanding Basis | Percent based on 83,029,500 Class A and 92,458,180 Class B shares outstanding . |
| Stock Ownership Guidelines | CEO must hold equity equal to 6x base salary; executives must retain 75% of post-tax shares until compliant; NEOs are in compliance . |
| Anti-Hedging & Anti-Pledging | Directors and officers prohibited from short sales, options/derivatives, and pledging or margin purchases of company stock . |
| Option Exercises & Vesting (2024) | Options exercised: 41,208 ($663,548 realized); shares vested: 182,459 ($4,594,774 realized). 3,107 shares withheld for taxes on RSU vesting due to retirement eligibility . |
Outstanding Equity Awards at 12/31/2024 (Rourke)
| Grant Year | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($/sh) | Expiration Date | Unvested RSUs (#) | RSUs Market Value ($) | Unearned PSUs (#) | PSUs Payout Value ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | — | — | — | — | 186,413 | $5,458,173 | 124,276 | $3,638,801 |
| 2023 | — | — | — | — | 41,118 | $1,203,935 | 9,252 | $270,887 |
| 2022 | 70,946 | 70,946 | 25.91 | 2/15/2032 | 20,262 | $593,271 | 8,105 | $237,314 |
| 2021 | 115,188 | 38,396 | 22.63 | 2/15/2031 | 9,943 | $291,131 | — | — |
| 2020 | 114,352 | — | 20.04 | 2/14/2030 | — | — | — | — |
| 2019 | 48,887 | — | 18.99 | 4/29/2029 | — | — | — | — |
| 2019 | 39,474 | — | 20.96 | 2/15/2029 | — | — | — | — |
| 2018 | 33,520 | — | 24.81 | 2/15/2028 | — | — | — | — |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreements | No employment agreements or severance arrangements outside of change of control apply to NEOs . |
| Change-of-Control Severance Plan (Adopted 2023) | Double-trigger benefits; severance period: CEO 30 months, other NEOs 24 months; payments include accrued obligations, unpaid prior-year bonus, monthly base salary + target bonus for severance period, pro-rata current-year bonus, and medical benefits continuation; 280G “modified cutback” to avoid excise taxes if beneficial on after-tax basis . |
| Equity Treatment on CoC/Termination | RSUs/Options/PSUs accelerate if not assumed; if assumed, continued service or qualifying termination (double-trigger) governs; PSUs use target or actual performance depending on timing; RSUs vest ratably; options vest/exercise rules detailed; dividends only if earned . |
| Retirement Eligibility | Retirement treatment available at age 59½ and ≥10 consecutive years; as of 12/31/2024, Rourke is retirement-eligible; continued or pro-rata vesting rules apply; notice requirements apply . |
Estimated Benefits Upon Termination or Change of Control (as of 12/31/2024)
| Scenario | Acceleration of RS/Units ($) | Acceleration of PSUs ($) | Acceleration of Options ($) | Cash Severance ($) | Medical Continuation ($) | Total ($) |
|---|---|---|---|---|---|---|
| Change of Control/Double Trigger | $7,546,510 | $4,147,003 | $2,451,533 | $6,626,800 | $56,478 | $20,828,324 |
| Death or Disability | $7,546,510 | $4,147,003 | $2,451,533 | $6,626,800 | $56,478 | $20,828,324 |
Director Governance
- Board service history: Director since 2019; currently CEO and President; he does not receive compensation for Board service as he is a Schneider associate .
- Board leadership: Chairman of the Board is James L. Welch (non-CEO), indicating a separation of Chair and CEO roles .
- Compensation Committee composition: Robert W. Grubbs (Chair), Jyoti Chopra, Robert M. Knight Jr. .
- Dual-role implications: As CEO and director, Rourke is a management director; separation of Chair/CEO and independent Compensation Committee provide governance counterbalances .
Director Compensation (Rourke)
- Not applicable; as CEO, he does not receive director compensation .
Pay-and-Performance (Multi-year snapshot)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| PEO Summary Compensation Total ($) | $5,083,611 | $6,752,188 | $6,885,881 | $5,794,256 | $9,264,023 |
| Compensation Actually Paid to PEO ($) | $3,644,917 | $11,257,776 | $6,957,044 | $1,989,593 | $11,135,722 |
| Company TSR (Value of $100) | $105.18 | $138.33 | $121.90 | $134.36 | $156.87 |
| Peer Group TSR (Value of $100) | $116.52 | $155.22 | $127.96 | $154.31 | $156.71 |
| Net Income (GAAP) ($) | $212 | $405 | $458 | $239 | $117 |
| Operating Earnings ($) | $300 | $532 | $610 | $296 | $165 |
Key Policies, Perquisites, and Controls
- Executive Stock Ownership Policy: CEO 6x salary; 75% post-tax share retention until compliant; all NEOs compliant .
- Clawback Policy: Recovery of erroneously awarded incentive-based compensation upon restatement; covers cash and performance-based equity over the prior 3 completed fiscal years; additional forfeiture for breaches of confidentiality/non-compete/non-solicit tied to deferred cash plans .
- Anti-Hedging/Anti-Pledging: Prohibited for directors, officers, and designated insiders .
- Perquisites: Executive physicals; occasional personal use of company aircraft; no tax gross-ups .
- Equity Grant Timing: Not timed to MNPI disclosures .
Compensation Structure Analysis
- Shift in mix: No stock options granted in 2024; emphasis on RSUs and PSUs under the Omnibus Incentive Plan .
- Cash vs. equity changes: Base salary rate increased to $1,000,000 effective 8/1/2024 (+5.3% vs. 2023); target annual incentive increased to $1,500,000 (+15.4% YoY) .
- Performance metrics rigor: AIP based solely on Operating Earnings for CEO; PSUs tied to EBT and average ROC with TSR multiplier and 0–250% payout range .
- Actual outcomes: 2024 AIP payout of $376,800 reflects Operating Earnings performance environment .
Investment Implications
- Alignment: Strong equity alignment via high ownership, 6x salary guideline, and anti-pledging/hedging; significant unvested RSUs/PSUs and outstanding options extend multi-year alignment .
- Retention risk: Retirement eligibility could modestly elevate voluntary exit risk; however, retirement treatment for awards and robust change-of-control protections provide continuity .
- Selling pressure: 2024 exercises/vestings (41,208 options exercised; 182,459 shares vested) represent routine flows; anti-pledging mitigates collateral-driven selling .
- Pay-for-performance: CEO bonus fully tied to Operating Earnings; PSUs link to EBT/ROC with TSR modifier. 2024 TSR outperformed peers slightly while EPS and operating income declined, highlighting cyclicality; equity-heavy LTI maintains long-term focus .
- Governance: CEO-director dual role balanced by independent non-employee Chairman and independent Compensation Committee oversight .