Shaleen Devgun
Schneider NationalAbout Shaleen Devgun
Executive Vice President and Chief Innovation & Technology Officer at Schneider National (SNDR), leading enterprise technology, decision engineering, advanced analytics, and Packerland Ventures (corporate venture) focused on next‑gen freight marketplaces enabled by automation, aggregation, and intelligence . Prior to Schneider, he spent over a decade in management consulting at DiamondCluster International and Deloitte specializing in venturing and business/technology strategy . Education: B.A. in Economics & Math (University of Pune) and MBA (University of Detroit Mercy) . Company performance context: FY2024 operating revenues $5,290.5M (−3.8% YoY), income from operations $165.2M (−44.3%), operating ratio 96.9%, diluted EPS $0.66, TSR +16.8% (2023 TSR +10.2%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Schneider National | VP, Strategy, Planning & Solution Delivery | — | Led strategic planning and solution delivery prior to CITO role . |
| DiamondCluster International | Consultant/Advisor | — | Venturing and execution of business/technology strategy . |
| Deloitte | Consultant/Advisor | — | Corporate venturing, program leadership, operational design . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 8VC | Advisor | — | Guidance to logistics portfolio investments . |
| TitletownTech (Green Bay Packers + Microsoft) | Chief Advisor | — | Local venture advisory advancing supply chain/industry innovation . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 476,667 | 490,000 |
| Option Awards ($) | — | — |
| All Other Compensation ($) | 62,054 | 43,830 |
Notes:
- 2024 “All Other” includes retirement-related contributions (401k match $10,350; taxable retirement cash $20,700; SSP contribution $12,780) .
- 2023 “All Other” includes executive physical and retirement contributions (401k match $9,900; taxable retirement cash $13,200; SSP contribution $23,714) .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes
- 2024 design: Operating Earnings weighted 80% (two 6‑month periods, 40% each) + Individual Performance 20% (annual); CEO has 100% OE .
- 2024 outcomes: 1H OE earned 80.1% (threshold 50%), 2H OE earned 0% (below threshold); Individual Performance earned per NEO .
| Metric | 2023 | 2024 |
|---|---|---|
| Target Bonus ($) | 340,000 | 340,000 |
| Operating Earnings Payout ($) | 0 | 68,340 |
| Individual Performance Payout ($) | 68,000 | 81,600 |
| Total AIP Paid ($) | 68,000 | 149,940 |
Long‑Term Incentives (LTI) – 2024 Grants
| Component | Grant Date | Quantity / Target | Vesting / Metrics | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | Feb 15, 2024 | 25,477 shares | Time‑vested, three substantially equal annual installments starting Feb 15, 2025 | 615,015 |
| PSUs | Feb 15, 2024 | Target 17,192; Threshold 1,719; Max 42,980 | 3‑yr EBT (60%) measured annually, 3‑yr avg ROC (40%); rTSR modifier ±25%; payout 0–250% | 460,230 |
PSU realizations:
- 2021–2023 cycle paid 186% of target (EBT and ROC above target; rTSR 1.0x) .
- 2022–2024 cycle paid 0% (financial metrics below threshold despite rTSR at 79th percentile) .
Vesting Schedules
- RSUs (2024 grant): vest in three substantially equal annual installments beginning Feb 15, 2025, subject to continued employment .
- PSUs (2024 grant): performance period Jan 1, 2024–Dec 31, 2026; EBT goals set per year; ROC averaged over 3 years; rTSR modifier against defined trucking/air freight peer set; 0–250% payout range .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 19, 2025) | 215,892 Class B shares; less than 1% . Includes 93,491 stock options vested/unvested within 60 days per SEC beneficial ownership rules . |
| Stock Ownership Guidelines | Executive direct reports must hold equity equal to 2x base salary; must retain 75% of shares from awards until satisfied; NEOs have satisfied or are in compliance . |
| Anti‑Hedging/Pledging | Directors and officers prohibited from hedging (swaps/collars), short‑selling, options on company stock, and pledging/margin purchases . |
| Clawback Policy | Recovery of incentive‑based compensation (cash and performance‑based equity) for three completed fiscal years preceding a required restatement; excludes time‑based RSUs/options . |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Grant Year | Quantity | Terms |
|---|---|---|---|
| Unvested RSUs | 2024 | 25,477 | Market value $745,967 . |
| Unearned PSUs | 2024 | 17,192 | Market/payout value $503,382 (at target assumption for disclosure) . |
| Stock Options | 2022 | 13,514 exercisable; 13,514 unexercisable | $25.91 exercise; expires 2/15/2032 . |
| Stock Options | 2021 | 25,596 exercisable; 8,532 unexercisable | $22.63 exercise; expires 2/15/2031 . |
| Stock Options | 2020 | 16,760 exercisable | $20.04 exercise; expires 2/14/2030 . |
| Stock Options | 2019 | 13,980 exercisable | $20.96 exercise; expires 2/15/2029 . |
| Stock Options | 2018 | 8,352 exercisable | $24.81 exercise; expires 2/15/2028 . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreements | None outside change‑of‑control . |
| Executive Change‑of‑Control Severance Plan | Double‑trigger (termination without cause or resignation for good reason within 24 months of a change of control). Severance period: 24 months for NEOs (30 months CEO). Cash components: unpaid prior‑year bonus; monthly sum of base salary + target bonus × months (effectively 2×); pro‑rata current‑year bonus (assumed at target if not determinable); medical premium continuation over severance period. 280G modified cutback (no excise tax gross‑up) . |
| Equity Treatment on CoC | If awards not assumed/substituted: RSUs/options vest; PSUs vest per committee determination (target if CoC in year 1; actual for completed years if after year 1). If assumed: performance waived for PSUs and awards remain eligible for vesting contingent on continued service or qualifying termination (double‑trigger) . |
| Potential CoC Benefits (Dec 31, 2024) | For Devgun: RSU acceleration $1,104,949; PSU acceleration $572,421; option acceleration $495,506; cash severance $1,809,940; medical benefits $45,182; total $4,027,998 . |
| Restrictive Covenants | NEOs subject to comprehensive non‑competition and other restrictive covenants . |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Operating Revenues ($M) | 5,498.9 | 5,290.5 |
| Income from Operations ($M) | 296.4 | 165.2 |
| Operating Ratio (%) | 94.6 | 96.9 |
| Diluted EPS ($) | 1.34 | 0.66 |
| Total Shareholder Return (%) | 10.2 | 16.8 |
Compensation outcomes aligned to performance:
- 2024 AIP paid at ~44% of target for Devgun ($149,940) as OE achieved threshold in 1H but missed 2H; individual performance contributed 20% weighting .
- 2022–2024 PSUs paid 0% due to EBT/ROC below threshold despite strong rTSR (79th percentile) .
- 2021–2023 PSUs paid 186% of target on above‑target EBT/ROC .
Compensation Structure Analysis
- Mix shifts: 2023 eliminated options; 60% PSUs / 40% RSUs; 2024 mix temporarily shifted to 40% PSUs / 60% RSUs to emphasize retention amid industry volatility; 2025 mix reset to 50%/50% .
- AIP metrics tightened: 2024 removed revenue growth, focusing on Operating Earnings over two 6‑month periods to improve goal‑setting rigor and profitability focus .
- Peer benchmarking: 14‑company transportation/logistics peer set; target TDC positioned around 50th percentile; FW Cook engaged as independent consultant .
- Governance: High say‑on‑pay support (99.8% in 2024), robust clawback, anti‑hedge/pledge, no single‑trigger CoC, no excise tax gross‑up .
Related Party, Risk Indicators & Red Flags
- Hedging/pledging prohibited for insiders (alignment positive) .
- No excise tax gross‑ups; no option repricing; no single‑trigger CoC (shareholder‑friendly) .
- Controlled company status via Schneider family Voting Trust; governance exemptions disclosed (board/committee composition) .
- No executive employment agreements or guaranteed compensation; restrictive covenants apply .
Compensation Peer Group (used for benchmarking)
ArcBest; Avis Budget; C.H. Robinson; Expeditors; Hub Group; JB Hunt; Kirby; Knight‑Swift; Landstar; Old Dominion; Ryder; Saia; Werner; XPO .
Say‑on‑Pay & Shareholder Feedback
Say‑on‑pay approval 99.8% at 2024 annual meeting; no major program changes adopted in response .
Performance Compensation (detailed plan metrics)
| Metric | Weighting | Target/Threshold Framework | Vesting |
|---|---|---|---|
| Operating Earnings (AIP) | 80% (40% each half) | Threshold 50% payout; Target 100%; Max 200%; linear interpolation | Annual payout, subject to continued service . |
| Individual Performance (AIP) | 20% | 0–200%, no threshold payout | Annual payout . |
| EBT (PSU) | 60% | Year‑by‑year targets (yr1 board plan; yrs2–3 growth over prior year actual) | Part of 3‑yr PSU vest . |
| ROC (PSU) | 40% | 3‑yr average vs threshold/target/max | Part of 3‑yr PSU vest . |
| rTSR Modifier | ±25% | Relative to defined peer set over 3 years | Applies to PSU earnout . |
Investment Implications
- Alignment strong: AIP and PSUs tied to profitability (OE, EBT/ROC) and market performance (rTSR), with clawbacks and anti‑hedging/pledging enhancing alignment; Devgun’s payouts have varied materially with results (0% PSU in 2022–2024; 186% in 2021–2023) .
- Limited selling pressure: RSUs vest over three years (time‑based), PSUs contingent on multi‑year targets; options outstanding are legacy, with expirations through 2028–2032—no recent option grants and policy prohibits pledging, reducing forced selling risk .
- Retention protection but disciplined: Double‑trigger CoC severance (~2× base+bonus equivalent over 24 months plus medical) and equity rollover with performance waivers only if assumed; no single‑trigger or tax gross‑ups .
- Execution risk: 2024 profitability headwinds (higher operating ratio, lower EPS) drove lower incentive outcomes; monitor AIP/PSU designs emphasizing OE/EBT/ROC and rTSR for recovery signal and future realizations .