Robert W. Grubbs
Schneider NationalAbout Robert W. Grubbs
Robert W. Grubbs, age 69, has served on Schneider National’s Board since 2012. He is an independent director under NYSE rules and serves as Chair of the Compensation Committee and as a member of the Corporate Governance Committee. His background includes CEO roles at Anixter and chairmanship at Ohio Transmission Corp, with deep expertise in supply chain services (including 3PL). He holds a bachelor’s degree in business administration from the University of Missouri .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anixter International Inc. | President & CEO | 1998–2008 | Led network/security and electrical/electronic distribution; supply chain leadership |
| Anixter Inc. (subsidiary) | President & CEO | 1994–2008 | Operational leadership across distribution businesses |
| Ohio Transmission Corp. | Non-Executive Chairman | 2013–2019 | Oversight in motion control distribution; governance leadership |
| Equity Distribution Acquisition Corp. | Director | 2020–2022 | SPAC board experience; capital markets exposure |
External Roles
| Company | Role | Status |
|---|---|---|
| Equity Distribution Acquisition Corp. | Director | Prior (2020–2022) |
No other current public company directorships are disclosed for Mr. Grubbs in the latest proxy .
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Corporate Governance Committee .
- Independence: The Board determined Grubbs is independent; SNDR is a NYSE “controlled company,” and uses exemptions to allow non-independent members on Corporate Governance and Compensation Committees (e.g., Robert M. Knight, Jr.) .
- Attendance and engagement: Board met 5 times in 2024; Compensation met 4 times; Corporate Governance met 4 times. Each incumbent director attended, in aggregate, more than 75% of Board and committee meetings; non-management directors held executive sessions at 4 Board meetings; independent directors met in executive session once .
- Voting Trust: As a non-family Corporate Governance Committee member, Grubbs serves as a Voting Trustee for all Class A shares (voting rights only; no economic rights). On “Major Transactions,” Trustees follow trust certificate holders, diluting Trustee control over such decisions .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Increased from $95,000 in 2024 |
| Committee chair fee (Compensation) | $20,000 | Paid in addition to retainer |
| Committee member fees | N/A | Not applicable when serving as chair |
| Fees earned (Grubbs) | $125,000 | 2024 actual cash fees |
| Equity RSU grant (grant-date fair value) | $170,015 | 2024 award value; annual RSUs granted at shareholder meeting |
| Total 2024 director compensation | $295,015 | Cash + equity; no other compensation disclosed |
Program features:
- RSUs valued at $170,000 in 2024 (up from $155,000 prior); cash retainer increased by $10,000; RSU value increased by $15,000 to better align to market .
- Quarterly payment of cash retainers; option to elect cash into Class B shares via Director Deferral Program (DDP) .
Performance Compensation
Directors’ RSUs are time-based (service vesting), not performance-based.
| Equity Award Feature | 2024 Terms | Metrics/Conditions |
|---|---|---|
| Annual Director RSUs | $170,000 grant value; number of RSUs set by dividing value by Class B closing price on grant date | Vests on the earlier of 1 year from grant or next Annual Meeting, subject to continued service; no performance metrics |
| Dividend equivalents | Accrue on outstanding RSUs; subject to same vesting/payment terms as underlying RSUs | Not performance-linked; aligns with shareholder treatment |
| Cash-to-stock election | Directors may elect to receive cash retainers in Class B stock via DDP | Election mechanics per DDP; not performance-linked |
| Deferral (DDP) | Directors can defer equity and elected stock compensation into DSUs; lump-sum settlement upon specified triggers | Unfunded, unsecured; dividends on DSUs can be paid or deferred |
No director performance metrics (e.g., TSR, EBITDA) apply to Board equity awards; the company’s performance metrics described in the CD&A are for executives, not directors .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Note |
|---|---|---|
| SNDR Compensation Committee | Chair alongside Jyoti Chopra (independent) and Robert M. Knight, Jr. (not independent) | Committee uses controlled company exemption permitting non-independent member |
| FW Cook (Comp consultant) | Engaged by Compensation Committee for executive and director compensation | Committee assessed FW Cook independence; no conflict of interest; no other services provided |
During 2024, no Compensation Committee interlocks or relationships requiring Item 404 disclosure were reported for committee members .
Expertise & Qualifications
- Extensive executive leadership in distribution and supply chain services; 3PL expertise and operational acumen from Anixter tenure .
- Governance experience as non-executive chair and SPAC board member; capital markets familiarity .
- Business education; aligns with Board’s skills matrix needs in supply chain services .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class B | Notable Details |
|---|---|---|---|---|
| Robert W. Grubbs | — | 316,675 | <1% | Includes 60,085 shares issuable upon settlement of DSUs; no voting rights on DSUs prior to settlement |
| Stock ownership guideline (directors) | — | — | — | 5× annual cash retainer; retain 75% of shares from equity awards until compliant; all non-employee directors compliant or accumulating |
| Anti-hedging/anti-pledging | — | — | — | Directors prohibited from hedging or pledging Company stock |
Governance Assessment
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Strengths:
- Independent director with long tenure and relevant 3PL/supply chain expertise; chairs Compensation Committee and participates in Corporate Governance oversight .
- Strong board engagement and attendance; regular executive sessions indicate robust independent oversight .
- Director compensation structured with meaningful equity, ownership guidelines, and stringent anti-hedging/anti-pledging—positive alignment signals .
- As Compensation Chair, stewardship supported by very strong 2024 say-on-pay support (99.8% approval), suggesting investor confidence in pay design .
-
Watch items / potential red flags:
- Controlled company exemptions: Compensation and Corporate Governance Committees include non-independent members (e.g., Knight), which can dilute independent oversight of pay and nominations—monitor committee dynamics and independence balance .
- Voting Trust governance: Grubbs serves as a Voting Trustee with voting rights over all Class A shares; while trustees lack economic rights and follow certificate holders on “Major Transactions,” the structure cements family control and may constrain minority shareholder influence on strategic decisions .
- Related parties: No Item 404 related-person transactions disclosed for Compensation Committee members in 2024; maintain surveillance for future disclosures .
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Net view:
- Governance quality for Grubbs is solid on independence, attendance, and alignment. The primary structural risk stems from controlled-company status and Voting Trust arrangements, not from Grubbs-specific conflicts. Compensation oversight appears disciplined with independent consulting and strong say-on-pay validation .