Robert M. Reich
Schneider NationalAbout Robert M. Reich
Executive Vice President – Chief Administrative Officer (EVP–CAO) of Schneider National, Inc. and a named executive officer in 2024; the proxy identifies Mr. Reich’s role and individual performance goals but does not provide his age or education in sections retrieved. Company performance context during his recent tenure: Operating Revenues declined 3.8% YoY in 2024 to $5,290.5M; Income from Operations fell 44.3% to $165.2M; Operating Ratio worsened to 96.9%; Diluted EPS decreased to $0.66; TSR was 16.8% for 2024. In 2023, Operating Revenues declined 16.7% to $5,498.9M, Income from Operations fell 50.6% to $296.4M, Operating Ratio was 94.6%, Diluted EPS $1.34, TSR 10.2% .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Operating Revenues ($M) | $6,604.4 | $5,498.9 | $5,290.5 |
| Income from Operations ($M) | $600.4 | $296.4 | $165.2 |
| Operating Ratio (%) | 90.9 | 94.6 | 96.9 |
| Diluted EPS ($) | 2.56 | 1.34 | 0.66 |
| Total Shareholder Return (TSR) (%) | (11.9) | 10.2 | 16.8 |
Past Roles
Not disclosed in the DEF 14A sections retrieved for executive officer biographies; the proxy lists Mr. Reich among NEOs and outlines his annual performance goals but does not provide a prior role history table in the excerpts accessed .
External Roles
No public company directorships or external roles for Mr. Reich are disclosed in the retrieved proxy excerpts; director biographies provided are for Board members, not executive officers .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 426,667 | 446,667 | 460,417 |
| AIP Target ($) | 260,000 | 300,000 | 325,000 |
| AIP Actual Payout ($) | 391,898 | 60,000 | 143,325 |
| “All Other Compensation” ($) | 62,500 | 71,365 | 41,575 |
| Total Compensation ($) | 1,510,502 | 1,317,967 | 1,959,828 |
Notes:
- 2024 base salary rate increased to $475,000 effective 8/1/2024 (salary paid reflects partial-year accrual at new rate) .
- 2024 AIP target increased from $300,000 to $325,000 (+8.3%) .
Performance Compensation
Annual Incentive Plan (AIP) design and outcomes
- Structure: Operating Earnings measured over two equally weighted 6‑month periods plus individual performance for NEOs; CEO AIP solely Operating Earnings .
- 2023 outcomes: Company performance fell below threshold for Operating Metrics; payouts were solely the individual performance component. Mr. Reich received $60,000 .
- 2024 outcomes: Mr. Reich’s AIP paid $65,325 for Operating Earnings and $78,000 for Individual Performance; total $143,325 (paid early 2025) .
| Metric | Weighting | Target | Actual | Payout ($) | Period/Vesting |
|---|---|---|---|---|---|
| Operating Earnings (two 6‑month periods) | Not numerically disclosed | Company targets set by Committee | 2024 actual used for payout | 65,325 | FY 2024; cash paid early 2025 |
| Individual Performance | Not numerically disclosed | Goals set annually | Assessed by CEO/Committee | 78,000 | FY 2024; cash paid early 2025 |
2024 Individual goals for Mr. Reich included sustainability actions, cost savings from spend pools, delivery of acquisition synergies, and leadership of equipment procurement/maintenance/disposal strategies .
Long-Term Incentives (Equity)
- Mix and target values (2024 intended awards): Total LTI target $1,260,000; PSUs $500,000; RSUs $760,000 .
- PSU performance metrics: cumulative EBT, average ROC with rTSR modifier (Russell 3000 logistics/trucking comparator group). 2022–2024 PSU awards earned 0% (financial metrics below threshold despite rTSR achievement at 79%) .
- 2021–2023 PSU earnout: 186% of target, vested 12/31/2023 .
2024 grants detail (approved 1/29/2024; granted 2/15/2024):
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date FV ($) |
|---|---|---|---|---|---|
| PSUs (2024–2026 performance cycle) | 2/15/2024 | 2,071 | 20,713 | 51,783 | 554,487 |
| RSUs (time-based) | 2/15/2024 | — | — | — | 760,024 |
| RSUs – shares granted | 2/15/2024 | — | 31,484 | — | 760,024 |
Option Awards (historical)
| Grant Year | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2020 | 13,228 | — | 20.04 | 2/14/2030 |
| 2021 | 14,397 | 4,799 | 22.63 | 2/15/2031 |
| 2022 | 10,136 | 10,135 | 25.91 | 2/15/2032 |
Option exercises:
- 2023: Exercised 6,000 shares; realized $63,896 .
- 2022: Exercised 5,000 shares; realized $37,150 .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (Class B) | 170,031 shares; % of class indicated as “*” (<1%) in proxy table . |
| Class A | Not applicable (—) . |
| Unvested RSUs (12/31/2024) | 31,484 shares; market value $921,852 . |
| Unearned PSUs (12/31/2024) | 20,713 units; market/payout value $606,477 . |
| Stock Ownership Guidelines | Executives reporting to CEO must hold 2x base salary; retain 75% of after-tax shares until compliant; NEOs are compliant or accumulating per policy . |
| Hedging/Pledging | Prohibited: no short sales, options/derivatives, hedging transactions, or pledging/margin accounts . |
| Clawback | Recovery of erroneously awarded incentive compensation upon restatement (last 3 fiscal years); excludes time-based RSUs and options . |
Employment Terms
- Change-of-Control Severance Plan: For non-CEO NEOs, severance equals monthly base salary plus target annual bonus, divided by 12, paid for 24 months; includes pro‑rata annual bonus for year of termination and continued medical benefit premium payments for severance period; requires release; 280G modified cutback; equity awards feature double-trigger treatment if assumed/substituted; single-trigger vesting only if awards not assumed/substituted .
- Potential Payments (as of 12/31/2024):
- Change of Control/Double Trigger: RSU acceleration $1,232,415; PSU acceleration $682,994; Stock options $334,157; Cash severance $1,743,325; Medical benefits $45,182; Total $4,038,073 .
- Death or Disability: identical amounts as above; Total $4,038,073 .
- Restrictive Covenants: NEOs subject to comprehensive non‑competition and other restrictive covenants; forfeiture for breach of confidentiality, non‑compete, or non‑solicit as applicable to deferred LT cash plans .
- Deferred Compensation (Supplemental Savings Plan “SSP”): 2024 executive contributions $52,042; company contributions $10,525; aggregate earnings $23,795; year‑end balance $360,488 .
Compensation Structure Analysis
- Pay mix shifted toward equity in 2024: Mr. Reich’s intended LTI target value rose to $1.26M (PSUs $0.5M; RSUs $0.76M), up from a 2023 LTI target of $0.7M, supporting retention amid volatility .
- AIP alignment tightened in 2024: With Operating Earnings below robust levels, Mr. Reich’s AIP payout of $143,325 was materially below his $325,000 target, indicating downshifted cash incentive realization versus target in a weaker operating year .
- Performance rigor: 2022–2024 PSU cycle paid 0% despite rTSR at 79%, highlighting EBT/ROC thresholds as gating criteria; 2021–2023 cycle at 186% demonstrates upside when multi‑year fundamentals align .
- Governance posture: Strong anti‑hedging/pledging, stock ownership guidelines, and clawback policies indicate high alignment standards and mitigation of misaligned trading behavior .
Equity and Awards Detail (as of 12/31/2024)
| Category | Quantity | Value ($) | Source |
|---|---|---|---|
| Unvested RSUs | 31,484 | 921,852 | |
| Unearned PSUs | 20,713 | 606,477 | |
| Options – 2020 (20.04; 2/14/2030) | 13,228 (Exerc.) | — | |
| Options – 2021 (22.63; 2/15/2031) | 14,397 (Exerc.); 4,799 (Unexerc.) | — | |
| Options – 2022 (25.91; 2/15/2032) | 10,136 (Exerc.); 10,135 (Unexerc.) | — |
Board Governance and Committee Context
- Compensation Committee members (2024): Robert W. Grubbs (Chair), Jyoti Chopra, Robert M. Knight, Jr.; the Committee reviewed CD&A and recommended inclusion in the proxy .
- rTSR Comparator Peer Group for LTI: Includes JBHT, KNX, ODFL, UPS, FDX, LSTR, CHRW, SAIA, WERN, XPO, GXO, ARCB, HUBG, and others (Russell 3000 trucking/air freight & logistics subset) .
Say-on-Pay & Shareholder Feedback
Not disclosed in the retrieved excerpts for specific vote percentages; policy summary notes annual say‑on‑pay advisory votes as part of governance .
Expertise & Qualifications
The proxy excerpts accessed do not include a detailed biography (education/credentials) for Mr. Reich; his role-specific goals emphasize sustainability, procurement/maintenance leadership, and cost optimization—indicating operational and ESG execution responsibilities .
Work History & Career Trajectory
Not provided in the excerpts accessed; Mr. Reich is listed as EVP–CAO among NEOs with annual goals aligned to operations, sustainability, and integration synergy delivery .
Compensation Committee Analysis
- Independent consultant (FW Cook) informs market assessments for salary and AIP targets; 2024 base salary rate adjusted to $475,000 for Mr. Reich; AIP target increased to $325,000 .
- Policies include pay‑for‑performance emphasis, robust ownership/clawback, no single‑trigger CoC for NEOs, no excise tax gross‑ups, and no option repricing .
Equity Ownership & Alignment Table
| Item | Policy/Status |
|---|---|
| Ownership Guideline | 2x base salary for executive direct reports to CEO |
| Retention Requirement | Retain 75% of after-tax shares until compliant |
| Compliance | NEOs compliant or accumulating under policy |
| Hedging/Pledging | Prohibited by insider trading policy |
| Clawback | Financial restatement recovery (last 3 fiscal years) |
Employment Terms Table (Change-of-Control; as of 12/31/2024)
| Component | Description |
|---|---|
| Cash Severance | Monthly base salary + target bonus divided by 12, paid for 24 months (non-CEO NEOs) |
| Pro‑Rata Bonus | For fiscal year of termination (actual company performance; individual at target; assumed target if performance not determinable) |
| Medical Benefits | Company pays active employee premium amount for severance period |
| Equity Treatment | Double‑trigger vesting if awards assumed/substituted; single‑trigger vesting only if not assumed/substituted |
| 280G | Modified cutback; optimize after‑tax outcome |
Investment Implications
- AIP payouts below target in 2024 and zero PSU payout for 2022–2024 underscore pay‑for‑performance alignment; risk of near‑term selling pressure looks limited by anti‑hedging/pledging policies and ownership retention requirements .
- Increased 2024 LTI targets for NEOs (including Mr. Reich) indicate the Committee’s focus on retention “hooks” and long‑term value creation incentives during industry volatility; this supports continuity but raises future vesting leverage to multi‑year EBT/ROC execution .
- Change‑of‑control economics are moderate (24‑month severance, double‑trigger equity) with no excise gross‑ups—limiting pay inflation risk and signaling shareholder‑friendly governance; cash severance and equity acceleration totals for Mr. Reich are reasonable relative to role .