DEF 14A of Schneider National, Inc., Mar 15, 2024

DEF 14A of Schneider National, Inc.

Filed Mar 15, 2024 · FY20230001104659-24-034832

Open on EDGAR

  1. Our Director Nominees, Skills, Experience and Background

    Our Director Nominees, Skills, Experience and Background Each of our Director nominees satisfies the qualifications for service as a director as set forth in the Bylaws and brings valuable and diverse skills, experience, and background to the Board. We have summarized in the table below the core competencies and attributes that each Director particularly exemplifies and that the Corporate Governance Committee and the Board considered in nominating them.

  2. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Members of the Board who are not Schneider associates (“Non-Employee Directors”) receive compensation for their service. As a Schneider associate, Mr. Rourke, our CEO, does not receive compensation for his service as a member of the Board. Biennially, the Compensation Committee reviews the total compensation of our Non-Employee Directors and each element of our Non-Employee Director compensation program. As part of this process, the Compensation Committee evaluates market data provided by its independent compensation consultant, FW Cook, and makes a recommendation to the Board. The Board determines the form and amount of Non-Employee Director compensation after reviewing the Compensation Committee’s recommendation. We use a combination of cash and stock-based awards to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend to fulfill their duties, the skill level required of the members of the Board, competitive practices among peer companies, and we generally target a range around the peer median.

  3. 2023 Director Compensation Table

    2023 Director Compensation Table The following table shows information regarding the compensation earned or paid during 2023 to Non-Employee Directors who served on the Board during the year. As our current President and CEO, Mark B. Rourke was compensated as an employee of the Company, and as such, he received no compensation in his capacity as a director in fiscal year 2023. For a description of Mr. Rourke’s fiscal year 2023 compensation, please see “Compensation Discussion and Analysis” and “Executive Compensation Tables and Narrative” below.

  4. 2023 Director Compensation Table

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All other compensation ($)(3) | Total ($) | | Jyoti Chopra | 95,000 | 155,014 | — | 250,014 | | James R. Giertz | 120,000 | 155,014 | — | 275,014 | | Adam P. Godfrey(4) | 38,625 | — | — | 38,625 | | Robert W. Grubbs | 115,000 | 155,014 | — | 270,014 | | Robert M. Knight, Jr. | 95,000 | 155,014 | — | 250,014 | | Therese A. Koller(3) | 95,000 | 155,014 | 11,220 | 261,234 | | Paul J. Schneider(3)(5) | 30,014 | — | 15,829 | 45,843 | | Julie K. Streich(6) | 45,652 | 119,550 | — | 165,202 | | John A. Swainson(7) | 113,708 | 155,014 | — | 268,722 | | James L. Welch(8) | 190,412 | 155,014 | — | 345,425 | | Kathleen M. Zimmerman(3)(9) | 65,247 | 155,014 | 15,829 | 236,090 |

  5. 2023 Director Compensation Table

    (1) Represents the amounts of annual Board and Chairperson cash retainers that were earned during 2023. Mr. Godfrey elected to receive, in lieu of his annual cash and annual Chairman retainer, 1,449 fully vested shares of our Class B common stock as deferred share units. The amounts shown in the table reflect the grant date fair value of these awards, determined in accordance with the applicable accounting guidance for equity-based awards. (2) Amounts reflect the grant date fair value of restricted stock unit awards, determined in accordance with the applicable accounting guidance for equity-based awards. See Note 12 to the audited consolidated financial statements included in our Annual Report on Form 10-K for an explanation of the methodology and assumptions used in the FASB ASC Topic 718 valuations. (3) Total compensation includes the value of participation in the medical plan and dental plan which was as follows: Ms. Koller, $11,220; Mr. Schneider, $15,829; and Ms. Zimmerman, $15,829. (4) Mr. Godfrey was Board Chairman through January 31, 2023 and left the Board on April 24, 2023. (5) Mr. Schneider left the Board on April 24, 2023. (6) Ms. Streich joined the Board on July 17, 2023. (7) Mr. Swainson became Corporate Governance Chair on February 1, 2023. (8) Mr. Welch was Corporate Governance Chair through January 31, 2023, became Board Chairman on February 1, 2023, and left the Audit Committee on July 17, 2023. Ms. Zimmerman joined the Board on April 24, 2023.

  6. 2023 Executive Compensation Highlights

    | Annual Incentive Plan | Based on performance outcomes for 2023 as indicated above, achievements of the annual incentive plan under the Management Incentive Plan were between 0% and 20% of target, based on the determination of each executive’s individual performance component. (see page 30 for more information). | | 2021-2023 Performance Stock Awards | The 2021-2023 Performance Stock Awards were contingent on our performance as measured by three performance metrics, measured over a three-year period: cumulative Earnings Before Tax “EBT” and average Return on Capital “ROC” with a relative Total Shareholder Return “rTSR” modifier. The earnout for the 2021-2023 awards, which vested on December 31, 2023, was 186% of target. (see page 34 for more information). |

  7. Market Assessment of Target Compensation Levels

    Market Assessment of Target Compensation Levels In 2022, the Committee engaged FW Cook, the Committee’s independent compensation consultant, to perform a competitive market assessment for our named executive officers, including with respect to base salary, annual incentive targets, target cash compensation, long-term incentives and target TDC levels (the sum of base salary, target bonus and long-term incentive grant value). The Committee requested the market assessment to inform target TDC levels for 2023. The assessment involved a peer group consisting of 14 companies in the transportation or logistics services industries. At the time the peer group was approved, our revenues ($6.0 billion) was near the median ($6.9 billion), and our market cap ($4.1 billion) was between the 25th percentile ($3.9 billion) and median ($5.5 billion) of the peer group. The peer group is reviewed annually by the Committee and no changes were made to the peer group that was used to inform decision making for 2023 target TDC levels.

  8. Market Assessment of Target Compensation Levels

    The above peer group data were supplemented with general industry data from a national survey to provide an additional market reference point. The data were size-adjusted based on the revenue responsibility of each named executive officer and to reflect lower margins and market cap-to-revenue ratios among transportation companies relative to general industry companies. In reviewing target TDC levels against the survey data, the Committee considers only the aggregated data provided by the surveys. The identity of the individual companies comprising the survey data is not disclosed to, or considered by, the Committee in its evaluation process. Therefore, the Committee does not consider the identity of the companies comprising the survey data to be material for this purpose. The Committee believes it is appropriate to consider both peer group data and general industry data in order to remain competitive within the transportation and logistics services industries and other industries where skills may be easily transferable. The Committee generally considers target TDC levels (and each component thereof) around the 50th percentile of both the peer group and survey data as a useful reference in evaluating the competitiveness of our named executive officers’ target TDC levels. The Committee does not target specific positioning, nor does it use a formulaic approach in determining competitive pay levels. Instead, the Committee uses a range of data as a reference, which is considered in the context of various executive-specific factors, such as tenure, proficiency in role and criticality to the Company.

  9. Determining Executive Pay

    Determining Executive Pay The Committee reviews and approves (with input from the Board, and assistance from its consultant) our CEO’s target TDC level annually. Our CEO does not participate in deliberations relating to his own compensation. The Committee also approves target TDC levels for the other named executive officers, taking into account our CEO’s recommendations. In addition, the Committee considers the results of the Company’s annual advisory vote on executive compensation. CEO compensation is reviewed and approved in January. The review and approval of other named executive officers occurs in the fall of each year with the exception of annual long-term incentive awards, which are approved in January and typically granted in mid-February. Compensation increases and equity award grants are not usually made at other times of the year, except in cases of new hires or promotions.

  10. Determining 2023 Compensation

    Determining 2023 Compensation In its review of target TDC for our executive officers, and in determining the amount and form of incentive awards discussed below, the Committee generally considers several factors including the following: • market information with respect to cash and equity compensation; • the officer’s current target TDC levels; • annual bonus and other compensation; • the officer’s responsibilities and performance during the calendar year; and • our overall performance during prior calendar years and our future objectives and challenges. At transportation and logistics service companies, generally the largest elements of executive compensation are paid in the form of short- and long-term incentives. Compensation mix and industry profitability vary as the industry faces many risk factors, such as those associated with the economy, safety, and fuel prices. The Committee generally determines individual executive annual incentive targets and long-term incentive targets based on relevant market data, considering the executive’s individual performance and experience. In 2022, FW Cook prepared a market review of the Company’s executive compensation program. The results of the study included observations about the competitiveness of 2022 target TDC levels versus a projected 2023 marketplace, which informed adjustments, if any, for 2023. The FW Cook market assessment in 2022 indicated that the target TDC levels for our named executive officers at the time of the assessment were, in the aggregate, below but within range of the peer group proxy and survey medians. These results indicate overall alignment with our compensation philosophy to provide competitive target TDC levels to our executive officers, taking into consideration target TDC levels around the 50th percentile of each of the peer group and survey data, generally. The Committee further believed that our payments and awards to our executive officers for 2023 were consistent with our financial performance and size, as well as the individual performance of each executive officer, and that each executive officer’s target TDC was reasonable. The Committee does not rely solely on predetermined formulas or a limited set of criteria when it evaluates the individual performance of our executive officers. The Committee considers actual results against deliverables and also bases its compensation decisions for the executive officers on: • leadership; • the execution of business plans; • strategic results; • operating results; • growth in profitability; • size and complexity of the business; experience; strengthening of competitive position; • analysis of competitive compensation practices; and • an assessment of our performance. Where possible, the above criteria were compared with our peer group, taking into account the CEO’s input for his direct reports. For our CEO, the above criteria were compared with our peer group, taking into account input from members of the Committee and Board. Our CEO did not participate in any of the Committee’s deliberations regarding his own compensation.

  11. Annual Incentive Awards

    Annual Incentive Awards The Committee also grants annual incentive awards under the Schneider National, Inc. 2017 Management Incentive Plan (the “Management Incentive Plan”). The Management Incentive Plan provides general terms and conditions for our annual incentive award program, including provisions relating to administration, eligibility and types of performance measures. Target Annual Incentive Opportunities The Committee considers several factors when approving each executive’s target annual incentive opportunity at the outset of the year, including our overall median philosophy, peer group and survey market data, prior year targets, the recommendation of the CEO (other than for himself) and any other executive-specific factors that it deems relevant. Our target annual incentive opportunities are expressed and considered as a fixed dollar amount rather than a percentage of base salary, because by avoiding the direct flow-through impact of changes in base salary on the annual incentive opportunity, the Committee has greater flexibility to manage the magnitude and mix of the various elements of target TDC. In determining target annual incentive opportunities for 2023, the Committee made changes for certain named executive officers that it believed were necessary to provide each named executive officer with a target TDC level that is appropriate for his or her position based on the FW Cook market assessment prepared in 2022. Accordingly, the Committee modified our named executive officers’ annual bonus targets for 2023 as follows:

  12. Annual Incentive Awards

    | Executive | 2022 Target Annual Incentive ($) | 2023 Target Annual Incentive ($) | Percentage Change | | Mark B. Rourke | $1,156,000 | $1,300,000 | 12.5% | | Darrell G. Campbell(1) | $— | $103,750 | —% | | Shaleen Devgun | $300,000 | $340,000 | 13.3% | | James S. Filter | $270,000 | $325,000 | 20.4% | | Robert M. Reich | $260,000 | $300,000 | 15.4% | | Stephen L. Bruffett | $520,000 | $520,000 | —% |

  13. Annual Incentive Awards

    (1) Mr. Campbell’s 2023 Target Annual Incentive is prorated based on a September 30, 2023 hire date. Annual Incentive Performance Goals Consistent with 2022, the Committee adopted a 2023 annual incentive program design that employed two operating performance metrics measured over 2023: Operating Earnings and Revenue Growth. Our named executive officers other than the CEO also had an Individual Performance Metric. For the CEO, the metrics are weighted 80% and 20% for Operating Earnings and Revenue Growth, respectively, and for the other named executive officers the metrics are weighted 60%, 20%, and 20%, for Operating Earnings, Revenue Growth, and Individual Performance, respectively. The Committee included the Individual Performance metric for the named executive officers other than the CEO to bring balance and create the opportunity to reward achievement of individual objectives that support individual areas of responsibility, profitability, competitive strength and longer-term strategic goals. The Committee determined that it was appropriate to continue to tie the CEO’s annual incentive only to corporate performance to ensure full accountability for financial results. For each metric, the Committee determines goals for the threshold, target and maximum level of performance achievement. In addition, in order for any amounts to be earned for Revenue Growth, Operating Earnings must meet a minimum threshold of 50% of target performance. Once approved by the Committee, our executives’ annual incentive bonuses will be determined by the Company’s performance measured relative to the approved plan metrics and goals. The Committee, however, reserves the right to adjust payouts or performance goals for the period based on non-recurring transactions or other extraordinary or unforeseen circumstances which have a significant impact on the Company’s actual financial performance. The following table outlines the approved threshold, target and maximum performance achievement levels, actual 2023 performance and the corresponding payouts as a percentage of target. The Committee deemed the goals which were set at the time to be rigorous, but achievable, and based on customer freight trends, strategies for growth and controlling costs, and corporate strategies to maximize shareholder return.

  14. Annual Incentive Awards

    | 2023 Performance (in thousands) | Operating Earnings 60%(1) | Revenue Growth 20%(1) | Individual Performance 20%(1) | | Maximum — 200% Payout(2) | $666,000 | $144,419 | 200% | | Target — 100% Payout | $555,000 | $120,349 | 100% | | Threshold — Payout(2)(3) | $444,000 | $72,209 | 0% |

  15. Annual Incentive Awards

    CEO weightings 80% Operating Earnings and 20% Revenue Growth, all other named executive officers have 60% Operating Earnings, 20% Revenue Growth and 20% individual Performance. Linear interpolation applies between Threshold and Target (for each +/-1% change in achievement increases/decreases the payout by 2.5%) and between Target and Maximum performance levels (for each +/-1% change in achievement increases/ decreases the payout by 5.0%). (3) Operating Earnings: 50% of Target Payout at Threshold; Revenue Growth: 0% of Target Payout if at or below Threshold Named executive officer performance for the Individual Performance metric within the annual incentive plan is based on specific goals identified at the beginning of the year and measured throughout the year. The Compensation Committee believes that the individual performance goals established for each executive supports the Company’s long-term objectives and are indicators of the executive’s success in fulfilling those responsibilities during the year. The individual performance goals were designed to be achievable but require strong and consistent performance by the named executive officer. A high-level summary of the individual performance goals for each named executive officer is outlined below:

  16. Annual Incentive Awards

    | Executive | 2023 Individual Performance Goals | | Stephen L. Bruffett | • Provide framework, analysis and insights for advancing enterprise’s strategic roadmap • Provide expert leadership in successfully advancing acquisitions and ventures • Maintain strong compliance, risk and control environment across all enterprise finance activities • Project sponsorship of enterprise financial system migration to the cloud | | Darrell G. Campbell | • Execute against orientation plan to company’s service offerings, finance function, and investor relations • Assess and identify opportunities relative to compliance, risk and control environment across all enterprise finance activities • Execute capital allocation strategies to maximize shareholder value | | James S. Filter | • Execute strategies to grow Dedicated Truck services market share • Ensure delivery of targeted synergies through Midwest Logistics Systems (MLS), DeBoer and M&M Transport acquisitions • Develop strategic alignment with existing and new rail partners to grow Intermodal market share • Advance key corporate responsibility strategies and outcomes | | Shaleen Devgun | • Provide leadership to the development and delivery of the company’s digital technology transformation • Cultivate strategic new business ventures with innovative start-up companies • Provide expert leadership in mitigating enterprise cyber security risk • Execute strategies to enable company to track and manage emission reduction goals | | Robert M. Reich | • Implement and monitor actions to deliver on enterprise sustainability goals • Provide expert leadership to the enterprise’s equipment procurement, maintenance and disposal strategies • Advance capabilities to enhance the driver’s experience in terms of people, process and technologies |

  17. Annual Incentive Awards

    In January 2024, Mr. Rourke reviewed, with the Compensation Committee, each executive’s progress and achievement against his or her previously identified individual performance goals. Because actual 2023 Operating Earnings and Revenue Growth Performance fell below threshold level of performance for the annual incentive award, no payouts were made for the Operating Metrics components. The Compensation Committee approved the actual annual incentive payout amounts for our named executive officers for 2023, as follows:

  18. Annual Incentive Awards

    | Executive | 2023 AIP Target Payout ($) | Operating Metrics ($) | Individual Performance ($) | 2023 AIP Payout Total ($) | | Mark B. Rourke(1) | $1,300,000 | $— | NA | | | Darrell G. Campbell | $103,750 | $— | $20,750 | $20,750 | | James S. Filter | $325,000 | $— | $58,500 | $58,500 | | Shaleen Devgun | $340,000 | $— | $68,000 | $68,000 | | Robert M. Reich | $300,000 | $— | $60,000 | $60,000 | | Stephen L. Bruffett | $520,000 | $— | $— | $— |

  19. Annual Incentive Awards

    CEO annual incentive includes only operating performance metrics weighted 80% Operating Earnings and 20% Revenue Growth. The bonus amounts earned by our named executive officers for 2023 were paid in early 2024 and are reflected below in the 2023 Summary Compensation Table in the column titled “Non-Equity Incentive Compensation”.

  20. One-time Signing Bonus

    One-time Signing Bonus Mr. Campbell became our Chief Financial Officer on September 30, 2023. In order to recruit and to immediately incentivize Mr. Campbell, he was granted a cash sign-on bonus of $375,000. Mr. Campbell’s sign-on bonus is subject to repayment in the event of voluntary resignation or upon termination for cause within two years of employment.

  21. Long-term Incentive Compensation

    Long-term Incentive Compensation The Committee awards long-term incentive compensation under the shareholder-approved Schneider National, Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan allows us to provide equity and cash incentive awards to officers, key employees and directors, thereby aligning their interests with those of our shareholders. Generally speaking, each of our named executive officers received two forms of equity awards under the Omnibus Incentive Plan, as follows: Consistent with prior years, the general structure of the LTI program design for 2023 consisted of a blend of performance-based and shareholder aligned retention awards. The Committee approved changes for 2023 in support of the Company’s strategic objectives. Specifically, the Committee approved: 1) the elimination of stock options as part of the annual equity mix such that the weighting of the performance share units and time-vested restricted share units will increase to 60% and 40% respectively; and 2) a 3-year ratable vesting schedule for restricted share units (rather than a 4-year schedule). Mr. Campbell who became our Chief Financial Officer on September 30, 2023, was granted restricted share units upon hire which are subject to vesting as described above. Mr. Campbell will be subject to the same equity mix as all named executive officers in 2024.

  22. Restricted Share Units

    Restricted Share Units Restricted share units vest in three substantially equal annual installments beginning on February 15, 2024, subject to continued employment through each such vesting date. The dollar value of the equity awards were converted to a specific number of restricted share units on the February 15, 2023 grant date (except for Mr. Campbell who was granted restricted share units, upon hire, on September 30, 2023), based on the fair market value of our Class B common stock on that date.

  23. Performance Share Units

    Performance Share Units Performance Share Units vest only if pre-established three year performance targets are achieved. The target number of performance share units awarded annually is determined by dividing the target value of the performance share unit award on the grant date by the fair market value of our Class B common stock on that date. The fair market value used for converting the intended performance share grant value to a number of performance share units differs from the reported grant date fair value of the performance share award, as the Company uses the Monte Carlo valuation method to determine the grant date fair value of the awards for accounting purposes. All 2023 performance share grants to the named executive officers who received such grants in 2023 were awarded on February 15, 2023. The number of performance share units earned at the end of the three-year period will range from 0% to 250% of the target number of performance share units contingent on the Company’s performance as measured by the following metrics and subject to the following weightings: • The Company’s Cumulative Earnings Before Tax “EBT”—60% weight; ◦ “Earnings Before Tax” for each year, means earnings before tax as reported in the audited financial statements to the Company’s Form 10-K, in accordance with GAAP; • The Company’s average Return on Capital “ROC”—40% weight ◦ “Return on Capital” means operating earnings divided by invested capital provided, that for purposes of the performance share units, the following items are omitted from the calculation: cash, marketable securities, debt, SFI, goodwill, interest, and taxes; and • A relative Total Shareholder Return “rTSR” modifier (described below). The rTSR Modifier The Company’s TSR will be compared to a comparator peer group’s TSR for the performance period beginning January 1, 2023 and ending December 31, 2025. The rTSR modifier will equal 0.75 if the Company’s rTSR is at or below the comparator group 25th percentile and will equal 1.25 if the Company’s rTSR is at or above the comparator group 75th percentile. The companies included in the comparator peer group for the 2023 plan year reflect Russell 3000 companies operating primarily as either Trucking or Air Freight & Logistics companies, excluding rental and technology companies, as categorized under the Global Industry Classification Standard (GICS) at the time of grant, as follows:

  24. Performance Share Units

    | Air Transport Services Group | GXO Logistics | P.A.M Transportation Services | | ArcBest Corporation | Heartland Express, Inc. | Radiant Logistics, Inc. | | C.H. Robinson Worldwide, Inc. | Hub Group, Inc. | Ryder System, Inc. | | Covenant Logistics Group, Inc. | J.B. Hunt Transport Services | Saia, Inc. | | Daseke, Inc | Knight-Swift Transportation | United Parcel Service. Inc. | | Expeditors Int’l of WA, Inc. | Landstar System, Inc. | Universal Logistics Holdings | | FedEx Corporation | Marten Transport, Ltd | Werner Enterprises, Inc. | | Forward Air Corporation | Old Dominion Freight Line, Inc. | XPO Logistics, Inc. |

  25. Performance Share Units

    TSR is calculated as the change in stock price plus dividends over the performance period. The beginning price for the rTSR calculation is determined using the average closing share price over the trading days in December immediately prior to the performance period and the ending price for the rTSR will be determined by using the average closing share price over the trading days in December in year three of the performance period. For purposes of calculating each comparator company’s TSR, dividends are assumed to be reinvested in additional shares on the ex-dividend date. For additional information on the terms of these awards relating to termination of employment and change of control, please see below under “Executive Compensation Tables and Narrative—Potential Payments upon Termination or Change of Control.” The Committee determined the target value of each named executive officer’s total long-term incentive award with reference to their other elements of compensation and to target TDC levels around the 50th percentile of our peer group and survey data. In determining long-term incentive awards, the Committee made changes to the target long-term incentive opportunities that it believed were necessary to provide each named executive officer with a target TDC level that is appropriate for his or her respective peer group and position based on the FW Cook market assessment prepared in 2022. The total intended value of each named executive officer’s 2023 long-term incentive award and intended values of each type of award (at target performance, in the case of the performance shares), is set forth below.

  26. Performance Share Units

    | | Total Intended LTI Target Value ($)(1) | Intended Fair Value of Performance Share Units ($) | Intended Fair Value of Restricted Share Units ($) | | Mark B. Rourke | $4,450,000 | $2,670,000 | $1,780,000 | | Darrell G. Campbell(2) | $250,000 | $— | $250,000 | | Shaleen Devgun | $670,000 | $402,000 | $268,000 | | James S. Filter | $900,000 | $540,000 | $360,000 | | Robert M. Reich | $700,000 | $420,000 | $280,000 | | Stephen L. Bruffett | $1,120,000 | $672,000 | $448,000 |

  27. Performance Share Units

    (1) The intended target value differs from the actual grant date fair value due to the timing of the grants, the rounding of the individual award components to whole shares, and differences between the intended value and fair market value using the Monte-Carlo valuation method. (2) Mr. Campbell who became our Chief Financial Officer on September 30, 2023, was granted restricted share units upon hire which are subject to vesting as described above. Mr. Campbell will be subject to the same equity mix as all named executive officers in 2024. 2021-2023 Performance Share/Unit Award Earnout We grant long-term incentives to our executive officers in the form of restricted performance shares/units under the Omnibus Incentive Plan. For the grants in 2021, payout under these awards was contingent on our performance as measured by three performance metrics, measured over a three-year period: cumulative compounded EBT growth (generally redetermined on the basis of GAAP, subject to the adjustment described in the footnote to the table below); average ROC; and a rTSR modifier. These performance metrics were selected because they represent the key drivers of value creation in the transportation industry. While each grant was expressed as a fixed number of shares, the actual amount earned could range from 0% to 250% of target, depending on our performance relative to the three pre-established performance metrics. The performance metrics were weighted 60% and 40% for cumulative compounded EBT growth and average ROC, respectively. The awards were subject to continued employment with us through the performance period and compliance with the terms of certain restrictive covenants. Upon final performance achievement certification by the Committee, earned shares were to be paid out by the last business day in February following completion of the three-year performance period. The three-year performance period for the restricted performance share/unit awards granted in 2021 was completed in 2023. The performance goals and actual performance determined as described above were as follows:

  28. Performance Share Units

    | 2021-2023 Restricted Performance Shares/Units Awards Performance Goals | 3 Year Compounded EBT Growth | 3 Year Average ROC | rTSR Modifier | | Maximum – 250% Payout | 14% | 19.5% | 1.25x | | Target – 100% Payout | 8% | 14.5% | 1.0x | | Threshold – Payout (0% or 50% respectively)(1) | 2% | 9.5% | 0.75x | | 2021-2023 Actual Performance(2)(3) | 26.2% | 17.8% | 1.0x | | Payout (% of Target)(2) | 186.2% | | |

  29. Performance Share Units

    The threshold percentages in the table above reflect the lowest point in the payout matrix where a payment is possible, assuming the lowest possible performance that still yields an above-zero payment for the other metric. The maximum percentages reflect the performance level required to earn a maximum payout, assuming the other metric performs at target. (2) We adjusted our calculation of actual performance for 2021 to exclude the positive effect of $13.5M for a successful appeal overturning the adverse tax ruling in September 2020.

  30. Looking Ahead: Compensation Program Enhancements for 2024

    Looking Ahead: Compensation Program Enhancements for 2024 To further align our executive compensation programs with the interest of our shareholders, support the company’s strategic objectives and ensure management continuity and focus on the long-term positioning of the company, during a period of significant volatility, we made some changes to our incentive programs for 2024: Annual Incentive Plan: • A transition from a single, one-year performance period to two, six month performance periods. Each performance period will account for 50% of the overall award, with goals set at or near the beginning of each period and a single payout shortly after the end of the year, subject to continued service [for the full year/through the payout date]. • Adjust plan weighting to Operating Earnings (weighted 80%) and Individual Performance (weighted 20%), except for the CEO with only Operating Earnings (weighted 100%). Long-Term Incentive Plan: • Replace the three-year cumulative EBT financial metric with three individually set annual threshold, target, maximum performance goals, all established on the grant date and where the final payout percentage calculated as the average of the payout percentages for each year. The approved EBT target performance for year 1 is informed by the Board approved plan with targets for year 2 and 3 expressed as pre-established growth rates over the previous year’s actual result. We expect these changes to strengthen the alignment of pay and performance, consistent with our executive compensation philosophy.

  31. Potential Benefits Upon Termination and Change-of-Control Benefits

    Potential Benefits Upon Termination and Change-of-Control Benefits We do not have employment agreements or severance arrangements that apply outside of a change of control with any of our named executive officers. The outstanding long-term incentive awards held by our named executive officers include provisions whereby, upon a “change of control”, the awards may become immediately vested, in whole or in part, under circumstances where (i) the acquiror does not assume or substitute the awards or (ii) the acquiror assumes or substitutes the awards and the named executive officer is terminated (i.e., a “double-trigger” termination of employment). See “—Potential Payments upon Termination or Change of Control.” We believe that such protections help create an environment where key executives are able to take actions in the best interest of the Company without incurring undue personal risk, and foster management stability during periods of potential uncertainty. During 2023, we adopted the Schneider National, Inc. Executive Change of Control Severance Plan (the “Change of Control Severance Plan”) to provide certain key employees, including the named executive officers, with specified levels of compensation and benefits in the event of a qualifying termination of employment in connection with a change of control. These “double-trigger” change of control benefits help to mitigate the financial impact associated with termination following a change of control and also allow the executives to assess potential transactions objectively and maintain their sole focus on keeping the interests of stockholders the top priority.

  32. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table includes information concerning compensation paid to or earned by our named executive officers for the years indicated.

  33. 2023 Summary Compensation Table

    | | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Mark B. Rourke | 2023 | 941,667 | 4,703,533 | — | — | — | 149,056 | 5,794,256 | | President and CEO | 2022 | 900,000 | 3,354,254 | 1,050,001 | 1,377,605 | 2,665 | 201,356 | 6,885,881 | | | 2021 | 833,333 | 2,844,803 | 900,002 | 2,040,000 | 2,892 | 131,157 | 6,752,188 | | Darrell G. Campbell | 2023 | 133,767 | 250,013 | — | 20,750 | — | 22,656 | 427,186 | | EVP – CFO (Effective September 30, 2023) | | | | | | | | | | Shaleen Devgun | 2023 | 476,667 | 708,211 | — | 68,000 | — | 62,054 | 1,314,932 | | EVP – CITO | 2022 | 441,667 | 474,346 | 200,007 | 446,190 | 70 | 47,717 | 1,609,997 | | | 2021 | 425,000 | 416,048 | 199,990 | 522,500 | 59 | 36,323 | 1,599,920 | | James S. Filter | | | | | | | | | | EVP – Group President, Transportation & Logistics | 2023 | 426,667 | 951,328 | — | 58,500 | — | 55,512 | 1,492,007 | | Robert M. Reich | 2023 | 446,667 | 739,935 | — | 60,000 | — | 71,365 | 1,317,967 | | EVP – CAO | 2022 | 426,667 | 479,210 | 150,005 | 391,898 | 222 | 62,500 | 1,510,502 | | Stephen L. Bruffett | 2023 | 560,000 | 1,183,829 | — | — | — | 35,944 | 1,779,773 | | EVP – Finance (Former CFO) | 2022 | 551,667 | 894,495 | 280,001 | 742,196 | 41 | 49,680 | 2,518,080 | | | 2021 | 523,333 | 869,233 | 274,998 | 950,000 | 29 | 28,341 | 2,645,934 |

  34. 2023 Summary Compensation Table

    Salary amounts shown above are reported as gross earnings (i.e., gross amounts before taxes and applicable payroll deductions), and as such, may include amounts transferred into our nonqualified deferred compensation plan, our 401(k) plan or both. Salary amounts shown above take into account increases in annual base salary rates, following the effective date of such increase. See “—2023 Compensation—Base Salary.” (2) Amounts reflect the grant date fair value of our restricted share/unit awards and our performance share/unit awards, determined in accordance with the applicable accounting guidance for equity-based awards. See Note 12 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the Year Ended December 31, 2023 for an explanation of the methodology and assumptions used in the FASB ASC Topic 718 valuations. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. In the case of our performance share/unit awards, the grant date fair value shown in the table is based upon the probable outcome of the performance conditions. The target values of the 2023 performance share/unit awards at the grant date based on the probable outcome of the performance conditions are as follows: Mr. Rourke, $2,923,506; Mr. Devgun, $440,188; Mr. Filter, $591,299; Mr. Reich, $459,906; and Mr. Bruffett, $735,806. The maximum values of the 2023 performance share/unit awards at the grant date are as follows: Mr. Rourke, $7,308,764; Mr. Devgun, $1,100,470; Mr. Filter, $1,478,248; Mr. Reich, $1,149,766; and Mr. Bruffett, $1,839,515. Given Mr. Bruffett’s retirement date of December 31, 2023, his 2023 performance stock grant was forfeited. (3) Amounts reflect the grant date fair value of our stock option awards, determined in accordance with the applicable accounting guidance for equity-based awards. See Note 12 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the Year Ended December 31, 2023 for an explanation of the methodology and assumptions used in the FASB ASC Topic 718 valuations. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. No stock option awards were granted in 2023. (4) Reflects the amount of earnings under our nonqualified deferred compensation arrangements that exceeds 120% of the applicable federal long-term rate. (5) Amounts included in the “All Other Compensation” column for fiscal year 2023 include (i) relocation benefits provided to Mr. Campbell, (ii) an executive physical for Mr. Devgun and Mr. Reich, and the amounts shown in the following table.

  35. Grants of Plan-Based Awards Table for 2023

    Grants of Plan-Based Awards Table for 2023 The following table reflects estimated possible payouts under equity and non-equity incentive plans to the named executive officers during 2023. In 2023, (i) annual bonuses were awarded under our 2023 annual incentive program to named executive officers, measuring revenue (excluding fuel surcharge) growth and Operating Earnings for the calendar year, and (ii) long-term incentive awards were granted under the Omnibus Incentive Plan to the named executive officers in the form of performance shares or restricted shares or stock options. See “—2023 Compensation.”

  36. Grants of Plan-Based Awards Table for 2023

    | Name | Grant Date | Compensation Committee Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards | | | | | Threshold ($)(2) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mark B. Rourke | | | | 1,300,000 | 2,600,000 | | | | | | | | | | 2/15/23 | 1/30/23 | | | | 9,252 | 92,516 | 231,290 | | | | 2,923,506 | | | 2/15/23 | 1/30/23 | | | | | | | 61,678 | | | 1,780,027 | | Darrell G. Campbell | | | | 103,750 | 207,500 | | | | | | | | | | 9/30/23 | 7/28/23 | | | | | | | 9,029 | | | 250,013 | | Shaleen Devgun | | | | 340,000 | 680,000 | | | | | | | | | | 2/15/23 | 1/30/23 | | | | 1,393 | 13,930 | 34,825 | | | | 440,188 | | | 2/15/23 | 1/30/23 | | | | | | | 9,287 | | | 268,023 | | James S. Filter | | | | 325,000 | 650,000 | | | | | | | | | | 2/15/23 | 1/30/23 | | | | 1,871 | 18,712 | 46,780 | | | | 591,299 | | | 2/15/23 | 1/30/23 | | | | | | | 12,475 | | | 360,029 | | Robert M. Reich | | | | 300,000 | 600,000 | | | | | | | | | | 2/15/23 | 1/30/23 | | | | 1,455 | 14,554 | 36,385 | | | | 459,906 | | | 2/15/23 | 1/30/23 | | | | | | | 9,703 | | | 280,029 | | Stephen L. Bruffett | | | | 520,000 | 1,040,000 | | | | | | | | | | 2/15/23 | 1/30/23 | | | | 2,329 | 23,285 | 58,213 | | | | 735,806 | | | 2/15/23 | 1/30/23 | | | | | | | 15,524 | | | 448,023 |

  37. Grants of Plan-Based Awards Table for 2023

    (1) Actual amounts earned in respect of annual bonus grants shown here are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. See “—2023 Summary Compensation Table.” (2) Awards under our 2023 annual incentive program may be achieved at 0% if the revenue (excluding fuel surcharge) growth goal, operating earnings threshold goal, or any portion of the individual performance component is not achieved. See “—2023 Compensation—Annual Incentive Awards.” Accordingly, no amounts are shown for annual bonus awards under the “Threshold” column. If the revenue (excluding fuel surcharge) growth goal is not achieved, but the operating earnings threshold goal and target achievement for the individual performance component is achieved, the annual bonus payout would equal: Mr. Rourke, $520,000; Mr. Campbell, $51,875; Mr. Devgun, $170,000; Mr. Filter, $162,500; Mr. Reich, $150,000; and Mr. Bruffett, $260,000. Given Mr. Bruffett’s retirement date of December 31, 2023, all equity awards granted in 2023 were forfeited.

  38. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table sets forth certain information with respect to outstanding equity awards held by the named executive officers as of December 31, 2023.

  39. Outstanding Equity Awards at 2023 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Year | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)(4) | | Mark B. Rourke | 2023 | — | — | — | — | 61,678 | 1,569,705 | 9,252 | 235,453 | | | 2022 | 35,473 | 106,419 | 25.91 | 2/15/2032 | 29,100 | 740,595 | 81,050 | 2,062,723 | | | 2021 | 76,792 | 76,792 | 22.63 | 2/15/2031 | 10,539 | 268,218 | 198,851 | 5,060,758 | | | 2020 | 85,764 | 28,588 | 20.04 | 2/14/2030 | 4,358 | 110,911 | — | — | | | 2019 | 48,887 | — | 18.99 | 4/29/2029 | — | — | — | — | | | 2019 | 39,474 | — | 20.96 | 2/15/2029 | — | — | — | — | | | 2018 | 33,520 | — | 24.81 | 2/15/2028 | — | — | — | — | | | 2017 | 41,208 | — | 17.00 | 4/5/2027 | — | — | — | — | | Darrell G. Campbell | 2023 | — | — | — | — | 9,029 | 229,788 | — | — | | Shaleen Devgun | 2023 | — | — | — | — | 9,287 | 236,354 | 1,393 | 35,452 | | | 2022 | 6,757 | 20,271 | 25.91 | 2/15/2032 | 5,790 | 147,356 | 9,649 | 245,567 | | | 2021 | 17,064 | 17,064 | 22.63 | 2/15/2031 | 4,418 | 112,438 | 22,095 | 562,318 | | | 2020 | 12,570 | 4,190 | 20.04 | 2/14/2030 | 1,205 | 30,667 | — | — | | | 2019 | 13,980 | — | 20.96 | 2/15/2029 | — | — | — | — | | | 2018 | 8,352 | — | 24.81 | 2/15/2028 | — | — | — | — | | James S. Filter | 2023 | — | — | — | — | 12,475 | 317,489 | 1,871 | 47,622 | | | 2022 | 5,915 | 17,745 | 21.62 | 2/15/2032 | 4,342 | 110,504 | 11,579 | 294,686 | | | 2021 | — | — | — | — | 4,418 | 112,438 | 22,095 | 562,318 | | | 2020 | — | — | — | — | 1,701 | 43,290 | — | — | | Robert M. Reich | 2023 | — | — | — | — | 9,703 | 246,941 | 1,455 | 37,040 | | | 2022 | 5,068 | 15,203 | 25.91 | 2/15/2032 | 4,342 | 110,504 | 11,579 | 294,686 | | | 2021 | 9,598 | 9,598 | 22.63 | 2/15/2031 | 2,486 | 63,269 | 24,856 | 632,585 | | | 2020 | 11,829 | 3,943 | 20.04 | 2/14/2030 | 1,134 | 28,860 | — | — | | | 2019 | 3,706 | — | 18.99 | 4/29/2029 | — | — | — | — | | Stephen L. Bruffett(5) | 2023 | — | — | — | — | — | — | — | — | | | 2022 | 9,460 | — | 25.91 | 6/1/2024 | — | — | — | — | | | 2021 | 23,464 | — | 22.63 | 6/1/2024 | — | — | 60,760 | 1,546,342 | | | 2020 | 30,312 | — | 20.04 | 6/1/2024 | — | — | — | — | | | 2019 | 33,717 | — | 20.96 | 6/1/2024 | — | — | — | — | | | 2018 | 27,656 | — | 24.37 | 6/1/2024 | — | — | — | — |

  40. Outstanding Equity Awards at 2023 Year-End

    These stock options were granted ten years prior to the expiration dates indicated and become vested and exercisable in equal annual installments on each of the first four anniversaries of March 15 for stock option grants 2018-2021 and of February 15 for the 2022 grant, subject to continued employment through the applicable vesting date. (2) These awards of restricted shares/units were granted on February 15 and vest in equal annual installments over four years for 2018-2022 grants and over three years for the 2023 grant. They vest on each of the first four anniversaries of March 15 for time-based restricted stock grants 2018-2021 and of February 15 for the 2022-2023 restricted stock grants. The performance-based restricted stock were granted on February 15 and vest on December 31 following the second year after grant year indicated in the “Equity Incentive Plan Awards” column, subject to continued employment through the applicable vesting date. (3) Market values are based on the closing price of a Class B share equal to $25.45 as of December 29, 2023, the last trading day of 2023. (4) Performance share/unit awards vest upon determination of performance at the end of the 2021-2023 performance period for 2021 grants, at the end of the 2022-2024 performance period for 2022 grants, and at the end of the 2023-2025 performance period for 2023 grants. The number and value of the performance shares/units assume performance at the following levels: maximum for 2021 grant, and target for 2022 grant, and threshold (10%) for 2023 grant. (5) Mr. Bruffett’s retirement date was December 31, 2023. All unvested units have been forfeited and are no longer outstanding. He completed the vesting requirements for his 2021 performance stock grant so it was not forfeited and will remain outstanding until performance achievement is verified and shares are released in February 2024. All vested stock options have an expiration date of June 1, 2024, based on interpretation of the Schneider Omnibus Incentive Compensation Plan document which provides an extension to the standard 90-day expiration window in circumstances where a person is subject to Company-imposed blackout periods.

  41. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table presents information about each stock option exercise and vesting of stock during the fiscal year ended December 31, 2023 for each of the named executive offers on an aggregated basis.

  42. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Mark B. Rourke(3) | — | — | 181,311 | 4,384,029 | | Darrell G. Campbell | — | — | — | — | | Shaleen Devgun | — | — | 25,785 | 627,437 | | James S. Filter | — | — | 24,687 | 601,989 | | Robert M. Reich | 6,000 | 63,896 | 22,980 | 555,655 | | Stephen L. Bruffett | — | — | 57,943 | 1,396,475 |

  43. Option Exercises and Stock Vested in 2023

    (1) The value of restricted stock granted in 2022 realized upon vesting is based on the closing stock price on February 15, 2023 (the vesting date) of $28.86. The value of restricted stock granted in 2019-2021 realized upon vesting is based on the closing stock price on March 15, 2023 (the vesting date) of $26.36. (2) The value of the 2020 performance grant realized upon vesting is based on the closing stock price on December 31, 2022 (the vesting date) of $23.40. Achievement for 2020 performance grant was 200%.[These awards were settled during 2023.] The value of vested shares for Mr. Rourke includes the retirement eligibility event on December 13, 2023 of 14,506 shares and a closing stock price of $24.41. These shares were released to cover the tax obligation during this event.

  44. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation The following table summarizes the named executive officers’ compensation under our nonqualified deferred compensation arrangements.

  45. 2023 Non-Qualified Deferred Compensation

    | Name | | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2)(3) | Aggregate Withdrawals and Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(4)(5) | | Mark B. Rourke | SSP | 0 | 119,356 | 34,774 | 0 | 903,739 | | | Retention Credits | 0 | 0 | 82,585 | 0 | 1,830,879 | | | Total | 0 | 119,356 | 117,359 | 0 | 2,734,618 | | Darrell G. Campbell | SSP | 0 | 0 | 0 | 0 | 0 | | | Total | 0 | 0 | 0 | 0 | 0 | | Shaleen Devgun | SSP | 0 | 23,714 | 4,099 | 0 | 116,832 | | | Total | 0 | 23,714 | 4,099 | 0 | 116,832 | | James S. Filter | SSP | 321,143 | 27,210 | 32,905 | 0 | 381,257 | | | Total | 321,143 | 27,210 | 32,905 | 0 | 381,257 | | Robert M. Reich | SSP | 109,561 | 30,514 | 15,534 | 0 | 274,126 | | | Total | 109,561 | 30,514 | 15,534 | 0 | 274,126 | | Stephen L. Bruffett | SSP | 0 | 19,444 | 2,767 | 0 | 82,824 | | | Total | 0 | 19,444 | 2,767 | 0 | 82,824 |

  46. 2023 Non-Qualified Deferred Compensation

    (1) Represents our Supplemental Savings Plan contributions for 2023, made in early 2024 (which amounts are included in the “All Other Compensation” column of the Summary Compensation Table, above). (2) Represents (a) interest that accrued during 2023 on the executive’s and registrant’s contributions and existing balances under the Supplemental Savings Plan and (b) interest that accrued during 2023 on the deferred balance of the Retention Credits. (3) Of the amounts reported in the “Aggregate Earnings in Last Fiscal Year” column, the following amounts were also reported as 2023 compensation in the Summary Compensation Table for Fiscal Year 2023 as the amount of earnings that exceeded 120% of the applicable federal long-term rate: Mr. Rourke, $0; Mr. Bruffett, $0; Mr. Devgun, $0; Mr. Filter, $0; and Mr. Reich, $0. (4) Of the amounts reported in the “Aggregate Balance at Last Fiscal Year End” column, the following amounts were previously reported as compensation in the Summary Compensation Table for 2022 or prior years: Mr. Rourke, $448,044; Mr. Campbell, $0; Mr. Devgun, $68,854; Mr. Filter, $0; Mr. Reich, $35,050; and Mr. Bruffett, $58,957. The “Aggregate Balance at Last Fiscal Year End” column includes our Supplemental Savings Plan contributions for 2023, made in early 2024. The Nonqualified Deferred Compensation Table for Fiscal Year 2023, above, includes amounts under the following arrangements. Supplemental Savings Plan (or “SSP”). We maintain the 2005 Supplemental Savings Plan, which was amended and restated effective as of July 25, 2022. The Supplemental Savings Plan is a nonqualified deferred compensation plan that allows eligible employees to defer a portion of their annual cash compensation. Participants can elect to defer up to a maximum of 90% of their base salary as well as up to 90% of their bonus for the year. In addition, the plan provides for continuation of company contributions to the company’s qualified 401(k) savings and retirement plan in excess of the amounts otherwise permitted under the plan. The compensation deferred under this plan is credited with earnings equal to the rate on a treasury bill with 7 years remaining to maturity plus one percent, which was 2.38% for 2023, and is reset each December 1st. Each participant is fully vested in the deferred compensation and earnings which they contribute and which we contribute towards their retirement. All amounts are considered unfunded and are subject to general creditor claims until actually distributed to the employee. A participant may elect to receive their elective deferrals in one lump sum payment or in annual installments payable over a period of three, five or ten years. Non-elective retirement deferrals are paid out 50% in January of the year following separation of employment and 50% the January following that. As of January 2017, participants may defer for an additional five years or more from the original scheduled payment date (or in the case of installments payments treated as a single payment, five years or more from the date of the first amount was scheduled to be paid) subject to Section 409A of the Code. Retention Credits. Retention Credits, if any, are subject to a five-year vesting schedule. Vested Retention Credits are paid out in March following the second anniversary of the date of the employee’s termination of employment with us, provided the employee has not violated the terms of his or her restrictive covenant agreements. The Company pays interest on the deferred balance of the Retention Credits, equal to the rate on a treasury bill with 7 years remaining to maturity plus one percent, which was 2.38% for 2023, and is reset each December 1st. The Committee has not granted any Retention Credits to our named executive officers since 2013. Deferred Equity Plan. We adopted the Deferred Equity Plan which permits a select group of the Company’s management or highly compensated employees to defer all or a portion of the participant’s performance share units or restricted share units under the Omnibus Incentive Plan or any successor plan. Deferred equity awards are payable under the Deferred Equity Plan on the earliest to occur of (1) termination of employment, (2) a date selected by the participant that is at least one year following and not more than ten years after the equity award’s original payment date, (3) disability, or (4) death. Participants are always fully vested in equity awards deferred under the Deferred Equity Plan. Amounts deferred track the value of our common stock until the applicable payment date and are entitled to dividend equivalents to the extent provided under the original award agreement. Any equity awards that were deferred as shares of Company common stock will be distributed in shares of Company common stock, and equity awards that were deferred as cash will be distributed as cash. Each equity award distribution shall include all dividend equivalents granted in connection with that equity award and credited to a participant’s account in the form of cash. In accordance with Section 409A of the Code and our deferred compensation arrangements, payments of nonqualified deferred compensation upon a separation from service may need to be delayed 6 months if the recipient of the payment is considered a “specified employee” within the meaning of Section 409A of the Code.

  47. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The company does not have employment agreements or predetermined personal severance agreements with any of its executives; however, each of the company’s executives participates in the Change of Control Severance Plan, which provides for the following payments upon an executive’s termination of employment without Cause or resignation for Good Reason within the twenty four months following a Change of Control (a “Qualifying CIC Termination”): • All accrued obligations owed to the executive by the company (unpaid base salary, unused vacation, unreimbursed expenses and vested benefits under other company retirement and benefit plans); • Any annual cash bonus that is earned but unpaid for the prior fiscal year; • An amount equal to the sum of the executive’s (x) monthly base salary and (y) target annual bonus divided by twelve for the “severance period”; ◦ The severance period for our CEO is 30 months and for all other NEOs is 24 months. • A pro rata portion of the executive’s annual cash bonus for the fiscal year in which the Qualifying CIC Termination occurs based on the number of whole months completed and the company’s actual results if determinable with individual performance assumed at target; and ◦ If company performance is not determinable, performance will be assumed at target; • A medical benefits continuation payment equal to the amount of the active employee premium for continued medical coverage for the executive and his or her dependents (as elected prior to the executive’s Qualifying CIC Termination) under the company’s medical and welfare plans for the executive’s applicable severance period. In all cases, the executive must execute and not revoke a release of claims in favor of the payments described above beyond the accrued obligations. If an executive terminates employment for any reason other than a Qualifying CIC Termination, the executive will only be entitled to the accrued obligations. The Change of Control Severance Plan does not impact the treatment of any outstanding equity awards and contains a Code Section 280G “modified cut back” provision such that the total amount of payments paid to an executive may be reduced to an amount less than the executive’s Code Section 280G threshold such that the executive does not trigger the applicable excise taxes in the event that such reduced amount results in the executive receiving a larger amount, measured on an after-tax basis, than what the executive would receive after receiving all payments and incurring the Code Section 280G excise tax. According to the terms of our long-term incentive awards, certain outstanding awards held by our named executive officers accelerate all or in part upon death, disability, change of control and retirement, as described below. Nonqualified Stock Options. Options to purchase shares of our Class B common stock will vest and become exercisable in full if the award holder’s employment is terminated as a result of death or disability. If the award holder retires before the vesting date and meets the defined retirement eligibility service requirements, then the options will continue to vest in full and become exercisable on their original schedule. Unvested stock options vest in full upon a change of control only if no provision is made in the change of control for the assumption or substitution of the options. If provision is made for the assumption or substitution of the options, then they will remain eligible for vesting contingent on continued service or a qualifying termination of employment (an involuntary termination without cause or the executive’s resignation for good reason within 24 months following the change of control—“double-trigger” equity vesting). Performance Shares/Units. Performance shares/units will be deemed earned at the target level if, during the first calendar year of the performance period, the award holder’s employment is terminated as a result of death or disability. If such an event occurs after the first calendar year of the performance period, the Committee will determine whether any performance shares/units will be earned, based on actual performance for the completed calendar year prior to the year in which the termination of employment occurs. If the award holder retires before the vesting date and meets the defined retirement eligibility service requirements, then the award holder will remain eligible to earn a pro rata portion of the performance shares contingent on achievement of the performance goals. A portion of the performance shares/units shall, as determined by the Committee, be deemed earned by the award holder and shall be vested and settled upon a change of control only if no provision is made in the change of control for the assumption or substitution of the performance shares/units. If such change of control occurs during the first calendar year of the performance period, then a number of the performance shares/units shall be deemed earned by the award holder which corresponds to target level of achievement and shall be vested and settled as determined by the Committee. If such change of control occurs prior to the final date of the performance period but after the first calendar year of the performance period then the Committee shall determine the number of performance shares/units, if any, that shall be earned based on actual performance for the completed calendar years of the performance period prior to the year in which such change of control occurred. If provision is made for the assumption or substitution of the performance shares/units, then the performance conditions are waived, and a designated number of performance shares/units will remain eligible for vesting contingent on continued service or a qualifying termination of employment (“double-trigger” equity vesting). Restricted Shares/Units. Restricted shares/units granted will vest in full if the award holder’s employment is terminated as a result of death or disability. If the award holder retires before the vesting date and meets the defined retirement eligibility service requirements, then the shares/units will continue to vest. The restricted shares/units granted vest in full upon a change of control only if no provision is made in the change of control for the assumption or substitution of the shares. If provision is made for the assumption or substitution of the shares/units, then they will remain eligible for vesting contingent on continued service or a qualifying termination of employment (“double-trigger” equity vesting). Retention Credits. Retention credit awards fully vest if the award holder’s employment is terminated as a result of death, disability or retirement. In the event of disability or retirement, payment will be made in the March following the second anniversary of the award holder’s termination date. In the event of death, payment will be made within 90 days following the award holder’s death. Generally, for purposes of the awards described above, a “change of control” means the date on which a person or group of affiliated or associated persons (an “acquiring person”) has acquired legal or beneficial ownership of more than 50% of the outstanding shares of the voting stock of Schneider National, Inc., or the date an acquiring person acquires all or substantially all of the assets of Schneider National, Inc. Transfers of voting stock of Schneider National, Inc. among trusts held for the primary benefit of members of the Donald J. Schneider family would not constitute a change of control.

  48. Potential Payments upon Termination or Change of Control

    Retirement treatment of long-term incentive awards is conditioned on, among other things, the executive reaching the required retirement age of 59 1/2 and having at least ten consecutive years of service with us. As of December 29, 2023, the last business day of fiscal 2023, Mr. Rourke is the only one of our named executive officers to meet the requirements for retirement eligibility. With respect to our post-IPO awards, a recipient must work through the end of the year in which the award was granted and provide the required six months advance written notice to the company in order to be eligible for retirement treatment under such awards.

  49. Potential Benefits Upon Termination or Change of Control

    Potential Benefits Upon Termination or Change of Control Potential benefits of the named executive officers due to death, disability, or a change of control (other than payment of deferred compensation accounts) are shown in the table below, assuming such event occurred as of December 29, 2023, the last business day of fiscal 2023.

  50. Potential Benefits Upon Termination or Change of Control

    | Name | Value of Acceleration of Restricted Shares/Units ($)(1) | Value of Acceleration of Performance Shares/Units ($)(2) | Value of Acceleration of Stock Options ($)(3) | Value of Cash Severance(4) | Value of Continued Medical Benefits Payments(5) | Total ($) | | Mark B. Rourke | | | | | | | | Change of Control/Double Trigger | 2,689,429 | 7,358,934 | 3,971,535 | 5,625,000 | 56,113 | 19,701,011 | | Death or Disability | 2,689,429 | 7,358,934 | 3,971,535 | 5,625,000 | 56,113 | 19,701,011 | | Darrell G. Campbell | | | | | | | | Change of Control/Double Trigger | 229,788 | — | — | 1,900,750 | 13,203 | 2,143,741 | | Death or Disability | 229,788 | — | — | 1,900,750 | 13,203 | 2,143,741 | | Shaleen Devgun | | | | | | | | Change of Control/Double Trigger | 526,815 | 843,337 | 780,246 | 1,728,000 | 44,891 | 3,923,289 | | Death or Disability | 526,815 | 843,337 | 780,246 | 1,728,000 | 44,891 | 3,923,289 | | James S. Filter | | | | | | | | Change of Control/Double Trigger | 583,734 | 904,625 | 339,107 | 1,608,500 | 44,891 | 3,480,857 | | Death or Disability | 583,734 | 904,625 | 339,107 | 1,608,500 | 44,891 | 3,480,857 | | Robert M. Reich | | | | | | | | Change of Control/Double Trigger | 449,587 | 964,311 | 537,794 | 1,560,000 | 44,891 | 3,556,583 | | Death or Disability | 449,587 | 964,311 | 537,794 | 1,560,000 | 44,891 | 3,556,583 | | Stephen L. Bruffett(6) | | | | | | | | Change of Control/Double Trigger | — | 1,546,342 | — | 2,160,000 | 31,687 | 3,738,029 | | Death or Disability | — | 1,546,342 | — | 2,160,000 | 31,687 | 3,738,029 |

  51. Potential Benefits Upon Termination or Change of Control

    (1) Represents value of restricted shares/units held by our named executive officers that vest upon a change in control (if no provision is made in the change in control for the assumption or substitution of the shares) or upon termination of employment due to death or disability, using the closing sale price of a share of Class B common stock equal to $25.45 as of December 29, 2023. (2) The value of the performance shares/units assumes performance at the following levels: maximum for 2021 grant, target for 2022 grant, and threshold (10%) for 2023 grant held by our named executive officers, using the closing sale price of a share of Class B common stock equal to $25.45 as of December 29, 2023. The performance shares/units would vest upon a change in control (if no provision is made in the change in control for the assumption or substitution of the shares/units) or upon a termination of employment due to death or disability. Represents intrinsic value of stock options that vest upon a change in control (if no provision is made in the change in control for the assumption or substitution of the shares) or upon a termination of employment due to death or disability, using the closing sale price of a share of Class B common stock equal to $25.45 as of December 29, 2023. Represents the following items payable to the executive under the Change in Control Severance Plan: annual cash bonus that is earned but unpaid for the prior fiscal year; an amount equal to the sum of the executive’s monthly base salary and target annual bonus, divided by twelve for the severance period; and a pro-rata portion of the executive’s annual cash bonus for the fiscal year in which the qualifying CIC termination occurs. It does not include vested balances for Mr. Rourke’s retention credit plan or amounts related to retirement plan benefits for any executive which are already disclosed in the non-qualified deferred compensation table, please see “2023 Non-Qualified Deferred Compensation on page 45. (5) Represents medical benefits continuation payment for the applicable severance period. Mr. Bruffett’s retirement date was December 31, 2023. All unvested units have been forfeited and are no longer outstanding. He completed the vesting requirements for his 2021 performance stock grant so it was not forfeited and will remain outstanding until performance achievement is verified and shares are released in February 2024.

  52. CEO Pay Ratio

    CEO Pay Ratio As required under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation for all of our employees other than our CEO (the “Pay Ratio Disclosure”) calculated in a manner consistent with Item 402(u) of Regulation S-K. • The median of the annual total compensation for all employees of our company and its consolidated subsidiaries, other than our CEO, was $57,834. • Our CEO’s annual total compensation for 2023, as reported in the Total column of the 2023 Summary Compensation Table, was $5,794,256. Based on this information, for 2023, the ratio of the annual compensation of our CEO to the median of the annual total compensation of all other employees is estimated to be 100 to 1. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their CEO Pay Ratios.

  53. Pay Versus Performance

    Pay Versus Performance In accordance with the SEC’s disclosure requirements, below is information regarding the “Compensation Actually Paid” (“CAP”) versus our performance (“PVP”). Additional information on how the Compensation Committee makes compensation decisions and aligns CAP with performance can be found on pages 26 – 31. Most Important Metrics Used for Linking Pay and Performance: The list below shows the most important metrics used by the Committee to link CAP to company performance.

  54. Pay Versus Performance

    | Operating Earnings*(1) | *We consider Operating Earnings to be the most important financial measure used to link pay with performance in 2023 because it (1) is used to determine 80% and 60% of the annual cash incentive award payout for the PEO and other NEOs, respectively, (2) is highly influenced by revenue performance during the year (also used as an annual incentive metric), (3) is highly correlated to EBT and ROC performance, which are used in the performance share/units program and (4) is a key metric of focus for investors and therefore highly correlated to stock price performance. | | Earnings Before Taxes (EBT) | | | Return on Capital (ROC) | | | Revenue Growth | | | Relative TSR | |

  55. Pay Versus Performance

    (1) Updated from EBIT to Operating Earnings in 2023.

  56. Pay versus Performance Table

    Pay versus Performance Table Below is the tabular disclosure which shows the total compensation for our principal executive officer (“PEO”) and the average of our non-PEO NEOs (as set forth in the below Summary Compensation Table (“SCT”)), the CAP to our PEO and the average for our non-PEO NEOs, our absolute TSR, the TSR of our peer group over the same period, our net income, and our Operating Earnings for fiscal years 2023, 2022, 2021, and 2020.

  57. Pay versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO(2)(3)(4) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3)(4) (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return(5) (g) | Net Income (GAAP) (6) (h) | Operating Earnings (6)(7) (i) | | 2023 | $5,794,256 | $1,989,593 | $1,266,373 | $412,195 | $134.36 | $154.31 | $239 | $296 | | 2022 | $6,885,881 | $6,957,044 | $1,787,456 | $1,756,329 | $121.90 | $127.96 | $458 | $610 | | 2021 | $6,752,188 | $11,257,776 | $1,878,416 | $2,951,458 | $138.33 | $155.22 | $405 | $532 | | 2020 | $5,083,611 | $3,644,917 | $1,513,183 | $1,159,134 | $105.18 | $116.52 | $212 | $300 |

  58. Pay versus Performance Table

    (1) The CEO in all four reporting years is Mark B. Rourke. The NEOs in the 2023 reporting year are Darrell Campbell, Shaleen Devgun, James S. Filter, and Robert M. Reich and Stephen L. Bruffett. The NEOs in the 2022 reporting year are Stephen L. Bruffett, Shaleen Devgun, Thomas G. Jackson and Robert M. Reich. The NEOs in the 2021 reporting year are Stephen L. Bruffett, David L. Geyer, Shaleen Devgun and Thomas G. Jackson. The NEOs in the 2020 reporting year are Stephen L. Bruffett, David L. Geyer, Shaleen Devgun and Thomas G. Jackson. SEC rules require certain adjustments be made to the SCT values to determine CAP, as reported in the PVP table above. For purposes of the pension valuation adjustments, NEOs do not participate in any defined benefit plan and as such it is not included in the below table. The following table details the applicable adjustments that were made to determine CAP.

  59. Pay versus Performance Table

    | | Subtract Stock Award Value as reported in SCT for Covered Year | Add Covered Year-End Value of Awards Granted in Covered Year and Outstanding and Unvested as of Covered Year-End | Change in Value as of Covered Year-End (as Compared to Prior Year- End) of Equity Awards Granted Prior to Covered Year and Outstanding and Unvested as of Covered Year-End | Change in Value as of Vesting Date (as Compared to Prior Year- End) of Equity Awards Granted Prior to Covered Year that Vested During Covered Year | Add Change in Value of Dividends Accrued | Subtract Prior Year- End Value of Equity Awards that Failed to Meet Vesting Conditions During Covered Year | Total Value of Equity for CAP | | PEO | | | | | | | | | 2023 | $(4,703,533) | $1,569,705 | $(1,204,169) | $453,389 | $79,945 | — | $898,869 | | 2022 | $(4,404,255) | $3,879,453 | $991,183 | $(568,661) | $173,443 | — | $4,475,418 | | 2021 | $(3,744,805) | $4,678,511 | $3,032,155 | $307,725 | $232,002 | — | $8,250,393 | | 2020 | $(2,900,009) | $2,661,424 | $(1,323,076) | $(189,815) | $312,782 | — | $1,461,315 | | Average Non-PEO NEO | | | | | | | | | 2023 | $(766,663) | $206,114 | $(91,691) | $65,954 | $5,779 | $(273,671) | $(87,515) | | 2022 | $(776,820) | $684,450 | $148,922 | $(119,239) | $31,559 | — | $745,693 | | 2021 | $(756,014) | $949,705 | $731,558 | $94,194 | $53,600 | — | $1,829,056 | | 2020 | $(656,264) | $602,272 | $(350,870) | $(46,019) | $96,832 | — | $302,216 |

  60. Pay versus Performance Table

    The fair value of performance shares/units reporting for CAP purposes in columns (c) and (e) assumes estimated performance results as of the end of each fiscal year for internal metrics (i.e., EBT & ROC) and Monte Carlo simulation valuation model for market metrics (i.e., TSR vs. performance peer group), in accordance with FASB ASC 718. Performance share/units will ultimately vest based on measured performance through the end of the three-year performance period for all metrics. (4) The fair value of stock option awards reporting for CAP purposes in columns (c) and (e) was determined using the Black-Scholes option pricing model using materially the same assumptions as disclosed at the initial grant. (5) Reflects the total shareholder return indexed to $100 per share for the Dow Jones Transportation Index, which is the industry peer group reported in our 2023 Form 10-K. See page [38] for the TSR measurement periods used for each fiscal year. (6) Values shown are in millions. (7) Updated from EBIT to Operating Earnings for 2023. In 2023, no adjustments were made to the Annual Incentive Plan’s Operating Earnings performance. The results are consistent with the Income from Operations provided in the Company’s financials. The adjustments made for 2020-2022 are as described in the corresponding proxy filings. We believe there is strong linkage between CAP to our executives and our performance, consistent with our compensation philosophy and as described in our Compensation Discussion and Analysis starting on page 26. Specifically: • Our cumulative TSR was ~35% from the beginning of 2020 through the end of 2023, which was directionally in-line with the peer group TSR over the same period (with variation by individual year). The PEO and non-PEO CAP each year also generally tracked with our cumulative TSR performance, with deviations attributable to the impact of financial performance versus the pre-established PSU goals. • Our GAAP net income significantly increased in 2021 (+91% from 2020), increased in 2022 (+13% from 2021), and decreased in 2023 (-48% from 2022). CAP for the PEO and non-PEO NEOs reflected a corresponding increase in 2021. In 2022, however, CAP for the PEO and non-PEO NEOs fell from the prior year, reflecting strong financial performance being offset by stock price decline. In 2023, CAP for the PEO and non-PEO NEOs fell from the prior year, reflecting the corresponding decrease in financial performance. Similar to net income, Operating Earnings increased significantly during 2021 (+77% from 2020), increased in 2022 (+15% from 2021), and decreased in 2023 (-51% from 2022), with a similar relationship between CAP and Operating Earnings figures as indicated above for GAAP net income.]

  61. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS On the recommendation of the Corporate Governance Committee, the Board has nominated the persons listed below for election as directors at the 2024 Annual Meeting of Shareholders, each to serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualified. Each of the nominees is an incumbent director. Ms. DePrey and Ms. Zimmermann are being nominated for election to the Board pursuant to the Schneider Family Nomination Agreement. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the ten nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s ten nominees. Each of the nominees has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will be elected to serve a one-year term. If any nominee is unable to serve or for good cause will not serve as a director at the time of the Annual Meeting, the proxy holders may vote, in place of such nominee, for any nominee designated by the present Board to fill the vacancy. For more information on the director nominees, please see the biographies of the director nominees beginning on page 55. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE.

  62. Biographical Information of Director Nominees

    Biographical Information of Director Nominees Set forth below are each nominee’s name, age, principal occupation for at least the last five years, and other biographical information, including the year in which each was first elected as a director of the Company. In addition, the biographies discuss the particular experience, qualifications, attributes, and skills of the director that, in light of the Company’s business and structure, led the Board to conclude that the individual should serve on the Board of the Company.

  63. Biographical Information of Director Nominees

    | JYOTI CHOPRA | | | Age: 60 Director since: 2021 Committees: Compensation Corporate Governance | Experience Since 2019, Ms. Chopra has served as Senior Vice President and Chief People, Inclusion, and Sustainability Officer for MGM Resorts International, an entertainment and hospitality company that owns and operates integrated resorts across the United States and in Macau. She previously served as Senior Vice President and Global Leader for Diversity and Inclusion, HR Transformation, and Operations at Pearson Plc, a British multinational publishing and education company, from 2018 to 2019 and as Managing Director and Global Head of Diversity and Inclusion at BNY Mellon, a global investments company, from 2012 to 2018. Ms. Chopra holds a bachelor’s degree in journalism from New York University and an M.B.A. from the University of Oxford. Additionally, she also completed the Securities Industry Institute at the Wharton School, University of Pennsylvania. Qualifications With reference to Ms. Chopra’s skills that are reflected in the Skills Matrix appearing on page 17, we believe that Ms. Chopra is qualified to serve on our Board due to her extensive human resources, international business, operations, environmental and social responsibility experience, and successful track record of driving business transformations through innovative people practices. |

  64. Biographical Information of Director Nominees

    | MARY P. DEPREY | | | Age: 65 Director Since: 2018-2020; 2024 Committees: Corporate Governance | Experience Ms. DePrey engages in philanthropic work and serves on the board of a variety of non-profit organizations. She holds a bachelor’s degree from the College of St. Catherine. Ms. DePrey is the sister of director Kathleen M. Zimmermann. Qualifications We believe that preserving the Schneider family’s unity and commitment to the enterprise is a unique and powerful source of organizational resilience and, with reference to Ms. DePrey’s skills that are reflected in the Skills Matrix appearing on page 17, that Ms. DePrey is qualified to serve on our Board due to her understanding of the history of the enterprise, ability to integrate the family’s values into strategic conversations, communication skills to explain critical board decisions to the Schneider family, in addition to her business and leadership experience. |

  65. Biographical Information of Director Nominees

    | JAMES R. GIERTZ | | | Age: 67 Director since: 2017 Committees: Audit, Chair Corporate Governance | Experience Mr. Giertz served as Chief Financial Officer of H.B. Fuller Company, a formulator, manufacturer, and marketer of adhesives, sealants, and other specialty chemical products, from 2008 until May 2016, after which he became Executive Vice President with responsibility for H.B. Fuller Company’s strategy deployment efforts until his retirement in February 2017. He has served as a member of the Board of Directors of Hill-Rom Holdings, Inc., a medical technology company, from 2009 until 2021 and was most recently a member of that company’s audit committee. Mr. Giertz holds a bachelor of science degree from Iowa State University and an M.B.A. from Harvard University. Qualifications With reference to Mr. Giertz’s skills that are reflected in the Skills Matrix appearing on page 17, we believe Mr. Giertz is qualified to serve on our Board because of his experience in finance, strategy development, and his prior public company service experience as a director. |

  66. Biographical Information of Director Nominees

    | ROBERT W. GRUBBS | | | Age: 68 Director since: 2012 Committees: Compensation, Chair Corporate Governance | Experience Since 2020, Mr. Grubbs has served on the Board of Directors of Equity Distribution Acquisition Corp. From 2013 to 2019, Mr. Grubbs served as the Non-Executive Chairman of Ohio Transmission Corp., a distributor of motion control and related products and services. From 1998 to 2008, Mr. Grubbs served as the President and Chief Executive Officer of Anixter International Inc., a Chicago-based distributor of network and security solutions, electrical and electronic solutions, and utility power solutions. From 1994 to 2008, Mr. Grubbs was also the President and Chief Executive Officer of Anixter Inc., a subsidiary of Anixter International Inc. Mr. Grubbs holds a bachelor’s degree in business administration from the University of Missouri. Qualifications With reference to Mr. Grubb’s skills that are reflected in the Skills Matrix appearing on page 17, we believe Mr. Grubbs is qualified to serve on our Board because of his extensive executive, leadership and prior public company experience, and because of his expertise in the area of supply chain services (including 3PL). |

  67. Biographical Information of Director Nominees

    | ROBERT M. KNIGHT, JR. | | | Age: 66 Director since: 2020 Committees: Compensation Corporate Governance | Experience Mr. Knight is the former Chief Financial Officer of Union Pacific Corporation, a position he held for 15 years before retiring in December 2019. During Mr. Knight’s 40-year tenure at Union Pacific Corporation, he also held a variety of senior executive positions, including General Manager of the company’s energy and automotive business units. In 2002, Mr. Knight was elected to the Board of directors of Canadian National Railroad Company. He also serves on the Board of Directors of Hyliion Corp., a leading electronic vehicle company, where he also currently serves on the Audit Committee. Mr. Knight holds a bachelor’s degree in business administration from Kansas State University and an M.B.A. from Southern Illinois University. Qualifications With reference to Mr. Knight’s skills that are reflected in the Skills Matrix appearing on page 17, we believe Mr. Knight is qualified to serve on our Board because of his extensive experience in finance, accounting, and investor relations, and as an executive of publicly traded companies and his extensive knowledge of global trade as well as the transportation and logistics industries. |

  68. Biographical Information of Director Nominees

    | MARK B. ROURKE | | | Age: 59 Director since: 2019 | Experience Mr. Rourke is currently Schneider’s Chief Executive Officer and President—a role that he has held since 2019. Over his 34-year career with Schneider, Mr. Rourke has served in various executive and operational roles including Chief Operating Officer, General Manager of Schneider Transportation Management, and President of Truckload Services. Mr. Rourke also serves on the Board of Directors of The Shyft Group. He holds a bachelor’s degree in marketing from the University of Akron. Qualifications With reference to Mr. Rourke’s skills that are reflected in the Skills Matrix appearing on page 17, we believe that Mr. Rourke is qualified to serve on our Board because of his extensive knowledge and experience in all aspects of our business, and his extensive technical expertise in all aspects of our truckload, intermodal, and logistics services. |

  69. Biographical Information of Director Nominees

    | JULIE K. STREICH | | | Age: 53 Director Since: 2023 Committees: Audit | Experience Ms. Streich currently serves as Senior Vice President, Finance and Chief Financial Officer of Barnes Group Inc., a global manufacturer of solutions for aerospace and industrial applications, since May 2021. Prior to her current position with Barnes Group, she held several positions with Centrica PLC, Pentair Process Technologies, Irwin Financial Corporation, Eagle Materials, MeadWestvaco and Menasha Corporation—all of which provided Ms. Streich with increasing responsibility in the global energy services, global water treatment, and thermal business industries. Ms. Streich holds a Bachelor of Arts degree in Economics and Spanish from Ripon College and a Master of International Business degree from the University of Texas, San Antonio. Qualifications With reference to Ms. Streich’s skills that are reflected in the Skills Matrix appearing on page 17, we believe Ms. Streich is qualified to serve on our Board because of her extensive experience in finance, business strategy development, and information technology, including as an executive of a publicly traded company. |

  70. Biographical Information of Director Nominees

    | JOHN A. SWAINSON | | | Age: 69 Director since: 2019 Committees: Audit Corporate Governance, Chair | Experience Mr. Swainson is currently Executive Chairman of Equiniti, Inc., a leading provider of share registry and pension administration services in the UK and US. He is also the Executive Chairman of Travelport Inc, a B2B marketplace for the travel industry. Both companies are owned by Siris Capital, a New York-based private equity firm, where he is an Executive Partner. Mr. Swainson also sits on the board of the Electric Reliability Council of Texas, as well as the advisory board of Midis Group. Previously, Mr. Swainson was President of the Dell Software group from 2012-2016 and served as a Senior Advisor to Silver Lake, a large technology focused private equity firm. He was formerly on the boards of Broadcom, Inc.; Cadence Design Systems, Inc.; Assurant, Inc.; SecureKey, Inc., VISA, Inc. and Serena Software, Inc.. He was also the Chief Executive Officer and Director of CA Technologies from 2005 to 2010 and held a series of senior leadership roles during a 26-year career at IBM. Mr. Swainson holds a bachelor’s degree in applied science from the University of British Columbia. Qualifications With reference to Mr. Swainson’s skills that are reflected in the Skills Matrix appearing on page 17, we believe Mr. Swainson is qualified to serve on our Board because of his extensive experience with information technology and technology companies and prior public company experience. |

  71. Biographical Information of Director Nominees

    | JAMES L. WELCH | | | Age: 69 Director since: 2018 Chairman since: 2023 | Experience Mr. Welch served as Chief Executive Officer of Yellow Corporation (formerly YRC Worldwide), a $5 billion transportation company that provided LTL transportation services throughout North America, from July 2011 until his retirement in April 2018. Mr. Welch previously served as President and Chief Executive Officer of Dynamex, Inc. from 2008 until 2011. Mr. Welch also was President and Chief Executive Officer of Yellow Transportation, a subsidiary of Yellow Corporation, from 2000-2007. He also is a member of the Board of Directors of SkyWest, Inc., where he serves on the Audit, Governance, and Safety committees and, beginning in May 2022, Mr. Welch was elected Lead Director. Mr. Welch also is a member of the Board of Directors of Stericycle, Inc., where he serves on the Audit and Safety committees. Mr. Welch holds a bachelor of science degree from West Texas A&M University. Qualifications With reference to Mr. Welch’s skills that are reflected in the Skills Matrix appearing on page 17, we believe Mr. Welch is qualified to serve on our Board because of his extensive experience in finance, strategy development, and the transportation industry, including as an executive and director of publicly traded companies. |

  72. Biographical Information of Director Nominees

    | KATHLEEN ZIMMERMANN | | | Age: 56 Director since: 2017-2020; 2022 Committees: Corporate Governance | Experience Ms. Zimmermann is currently a real estate investor and holds her real estate license. She received her bachelor’s degree in marketing from Marquette University. Ms. Zimmermann has held a variety of sales leadership roles throughout her career, including with Schneider Communications, Frontier Communications, and Global Crossing. Ms. Zimmermann is the sister of director Mary P. DePrey. Qualifications We believe that preserving the Schneider family’s unity and commitment to the enterprise is a unique and powerful source of organizational resilience and, with reference to Ms. Zimmermann’s skills that are reflected in the Skills Matrix appearing on page 17, that Ms. Zimmermann is qualified to serve on our Board due to her understanding of the history of the enterprise, ability to integrate the family’s values into strategic conversations, her communication skills to explain critical board decisions to the Schneider family, in addition to her business and leadership experience. Ms. Zimmermann is the sister of Director nominee Mary DePrey. |