DEF 14A of Schneider National, Inc., Mar 17, 2026

DEF 14A of Schneider National, Inc.

Filed Mar 17, 2026 · FY20250001104659-26-029426

Open on EDGAR

  1. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  2. ADDITIONAL INFORMATION

    | Summary compensation table | 48 | | Grants of plan-based awards table for 2025 | 49 | | Outstanding equity awards at 2025 year-end | 51 | | Option exercises and stock vested | 52 | | Non-qualified deferred compensation | 52 | | Potential payments upon termination or change in control | 54 | | Potential benefits upon termination or change in control | 56 | | CEO pay ratio | 57 | | Identification of median employee | 57 | | Pay versus performance | 58 | | Risk considerations relating to compensation | 60 | | Audit Committee Report | 83 | | Compensation Committee Report | 30 | | Election of Directors | 61 | | Vote required | 61 | | Biographical information of Director nominees | 62 | | Ratification of appointment of independent registered public accounting firm | 66 | | Audit and other fees paid to Deloitte & Touche LLP | 66 | | Vote required | 67 | | Approval of amended and restated 2017 Schneider National, Inc. Omnibus Incentive Compensation Plan | 68 | | Summary of Amended Plan | 69 | | Best practices and significant changes | 69 | | Key terms | 70 | | Shares subject to the Amended Plan | 71 | | Nontransferability of awards | 74 | | Clawback/forfeiture | 75 | | Amendment and termination | 75 | | Governing law | 75 | | Plan term | 75 | | New plan benefits | 75 | | Equity compensation plan information | 76 | | U.S. Federal Income Tax information | 76 | | Vote required | 78 | | Advisory vote to approve the compensation of our named executive officers | 79 | | Vote required | 79 | | Information regarding beneficial ownership of principal shareholders, the board and management | 80 | | Voting trust | 82 | | Delinquent Section 16(a) reports | 86 | | Shareholder proposals for our 2027 Annual Meeting | 86 | | Advance notice procedures for our 2027 Annual Meeting | 86 | | Other business | 87 | | Form 10-K | 87 | | Incorporation by reference | 87 |

  3. 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. In addition, meaningful skills and experiences are just one aspect of diversity that the Board highly values. Our Bylaws set forth the minimum qualifications for Board members and our Corporate Governance Guidelines specify that the Board “endeavor[s] to have a diverse board representing a range of complementary experience at policy-making levels in business, and technology, and in areas that are relevant to the Corporation’s activities.” Although the Board does not establish specific goals with respect to diversity or apply a strict approach which requires the Board to interview female or ethnic-minority candidates before appointing or selecting a nominee to the Board, the Board’s overall diversity is a significant consideration in the Director nomination process and a component of our direction to any independent search firm that we may engage to help us identify potential candidates. The Corporate Governance Committee oversees our Director nomination process and devotes substantial time, in conjunction with the Board, to prioritizing the Board’s needs and assessing potential candidates for both the short term and for longer-term Board refreshment. The Corporate Governance Committee also ascertains whether the Director nominees (including any properly submitted shareholder nominees) fulfill the requirements of the Corporate Governance Guidelines and our Bylaws. For this year’s election, the Board has nominated 10 individuals to the Board. Their collective experience covers a wide range of sectors and industries. Our 10 director nominees range in age from 47 to 71. Three of our nominees, or 30%, are women, and two are racially/ethnically diverse.

  4. Our director nominees, skills, experience and background

    | 2026 SCHNEIDER PROXY STATEMENT | 23 |

  5. Our director nominees, skills, experience and background

    | SKILLS AND EXPERIENCE | Chopra | DePrey | Giertz | Knight | Ramirez | Rourke | Schneider | Streich | Swainson | Welch | | Strategy development and risk management | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | CEO experience | | | | | ● | ● | | | ● | ● | | Communications/ marketing and sales/ customer service | ● | | | ● | ● | ● | ● | ● | | ● | | Public company officer or director | ● | | ● | ● | ● | ● | | ● | ● | ● | | Government affairs, public policy, regulatory | | | | ● | ● | ● | | | | | | Core industry experience | | ● | | ● | ● | ● | ● | | | ● | | Financial/audit and risk | | | ● | ● | ● | ● | ● | ● | ● | ● | | Technology and innovation | | | ● | ● | ● | ● | ● | | ● | ● | | Environment or sustainability | ● | | | ● | ● | ● | | ● | ● | ● | | Information technology (digital technology, digital marketing, social media) | | | ● | | ● | | | ● | ● | | | Human capital management/ compensation | ● | | | ● | ● | ● | ● | | ● | ● | | Cybersecurity | | | | ● | | | | ● | ● | |

  6. Our director nominees, skills, experience and background

    | 24 | |

  7. Our director nominees, skills, experience and background

    | BACKGROUND | Chopra | DePrey | Giertz | Knight | Ramirez | Rourke | Schneider | Streich | Swainson | Welch | | Gender | Female | Female | Male | Male | Male | Male | Male | Female | Male | Male | | Race/ethnicity | Asian American | White | White | White | Hispanic | White | White | White | White | White | | Age | 62 | 67 | 69 | 68 | 47 | 61 | 52 | 55 | 71 | 71 |

  8. Our director nominees, skills, experience and background

    | QUICK STATS | | | | | | | | Women | | Average age | | | | Independent | | Racially/ethnically diverse |

  9. Our director nominees, skills, experience and background

    | 2026 SCHNEIDER PROXY STATEMENT | 25 |

  10. Our director nominees, skills, experience and background

    | COMPENSATION | | of directors |

  11. Our director nominees, skills, experience and background

    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. Annually, 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 (using the same peer group that is used for executive compensation purposes), and we generally target a range around the peer median.

  12. Equity-based awards

    Equity-based awards A substantial portion of each Non-Employee Director’s annual retainer is in the form of an equity award. Non-Employee Directors are granted restricted stock units (“RSUs”) on the date of each annual meeting of shareholders (each, an “Annual Director Award”). All Annual Director Awards vest on the earlier of one-year from the date of grant or the date of the Annual Meeting of Shareholders the following year, subject to continued service on the Board through the vesting date. For 2025, the value of the annual equity award granted to all Non-Employee Directors was $170,000. The number of RSUs underlying each Annual Director Award was determined by dividing $170,000 by the per share closing price of Schneider’s Class B common stock on the NYSE on the date of grant.

  13. Equity-based awards

    Each RSU granted to Non-Employee Directors will be credited with an amount equal to any ordinary dividend paid by Schneider, multiplied by the total number of RSUs subject to the awards that are outstanding immediately prior to the record date for such dividend. The amounts credited to each RSU are referred to as “dividend equivalents.” Any dividend equivalents credited to an RSU granted under the Director Stock Plan will be subject to the same vesting, payment, and other terms and conditions as the RSUs to which the dividend equivalents relate. The dividend equivalents are meant to treat the RSU award holders consistently with shareholders.

  14. Pro rata retainers for new directors

    Pro rata retainers for new directors Director compensation is paid for the twelve-month period commencing on January 1. Non-Employee Directors who may be newly appointed to board service after January 1st may receive a prorated portion of the annual cash retainers based on date of appointment. Equity retainers paid to Non-Employee Directors annually on the annual shareholder meeting date will also be prorated for the incoming Non-Employee Director based on date of appointment. If granted, the number of RSUs granted pursuant to any prorated award will be determined in the same manner as used for annual Director equity awards.

  15. 2025 Director compensation table

    2025 Director compensation table The following table shows information regarding the compensation earned or paid during 2025 to Non-Employee Directors who served on the Board during the year. 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 2025. For a description of Mr. Rourke’s fiscal year 2025 compensation, please see “Compensation Discussion and Analysis” and “Executive Compensation Tables and Narrative” below.

  16. 2025 Director compensation table

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All other compensation ($)(3) | Total ($) | | Jyoti Chopra | 105,000 | 170,020 | — | 275,020 | | Mary DePrey(3) | 105,000 | 170,020 | 16,847 | 291,867 | | James R. Giertz | 130,000 | 170,020 | — | 300,020 | | Robert W. Grubbs | 125,000 | 170,020 | — | 295,020 | | Robert M. Knight, Jr. | 105,000 | 170,020 | — | 275,020 | | Julie K. Streich | 110,000 | 170,020 | — | 280,020 | | John A. Swainson | 125,000 | 170,020 | — | 295,020 | | James L. Welch | 205,000 | 170,020 | — | 375,020 | | Kathleen M. Zimmerman(3) | 105,000 | 170,020 | 23,714 | 298,734 |

  17. 2025 Director compensation table

    (1) Represents the amounts of annual Board and Chairperson cash retainers that were earned during 2025. (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. Total compensation includes the value of participation in the medical plan and dental plan which was as follows: Ms. DePrey, $16,847; ; and Ms. Zimmerman, $23,714.

  18. 2025 Director compensation table

    | 2026 SCHNEIDER PROXY STATEMENT | 29 |

  19. 2025 executive compensation highlights

    | | ANNUAL INCENTIVE PLAN Based on performance outcomes for 2025 as indicated above, achievements of the annual incentive plan under the Management Incentive Plan were between 48% and 56% of target, varying based on the determination of each executive’s individual performance component (see page 39 for more information). |

  20. 2025 executive compensation highlights

    | | 2023-2025 PERFORMANCE STOCK AWARDS The 2023-2025 Performance Stock Awards were contingent on our performance measured across three performance metrics, each over a three-year period: cumulative Earnings Before Tax “EBT” and average Return on Capital “ROC” with a relative Total Shareholder Return “rTSR” modifier. Financial metrics fell below the required threshold performance; therefore, no payouts were earned by any named executive officers for the 2023-2025 performance period (see page 43 for more information). |

  21. Compensation philosophy and principles

    | COMPETITIVE PAY | Target compensation levels should be sufficiently competitive to attract and retain key talent. We aim to attract, motivate and retain high-performance talent to achieve and maintain a leading position in our industry. Our NEO’s target total direct compensation (“TDC”) levels should be competitive within the industries that we compete and general industry alternatives. |

  22. Compensation philosophy and principles

    | SHAREHOLDER ALIGNMENT | Long-term incentive compensation should be closely aligned with shareholders’ interests. Awards of long-term compensation provide incentives to our named executive officers to focus on the Company’s long-range growth and development. Moreover, providing our named executives with a meaningful equity stake in the Company and our stock ownership policy (which requires that a threshold level of ownership be maintained) align management interests with those of our shareholders, and encourages management to focus on driving sustainable long-term performance. See “— Stock Ownership Policy.” |

  23. Pay for performance

    Pay for performance Our executive compensation program is largely tied to the performance of the Company and is structured to ensure that, due to the nature of the business and the degree of competitiveness for executive talent, there is an appropriate balance between: › Fixed and variable compensation. › Short-term and long-term compensation. › Cash and equity compensation. › Absolute and relative performance. Each element of executive compensation is determined and measured by: › Competitive compensation data. › Financial, operational, and strategic goals. › Short-term and long-term performance of the Company compared with its peer group. › Individual contribution to the success of the Company. For example, our named executive officers’ target annual cash bonuses in 2025 were set by the Committee at levels intended to be competitive relative to market data after accounting for executive-specific considerations, while the ability to earn the bonuses was tied to company-wide earnings (“Operating Earnings”). Additionally, consistent with prior years, an individual performance measure was also incorporated into the program (other than for the CEO), in recognition of individual contributions during the year. As the Company’s financial performance improves, executive bonuses will also improve. The Committee also uses long-term incentives as tools to reward executives for future financial and stock price performance. For 2025, the Committee made changes in certain of our named executive officers’ target TDC levels, as discussed further below, that it believed were necessary to provide each executive with a compensation opportunity appropriate for his or her position based on the Committee’s review of target TDC levels provided to executives holding equivalent positions in the industry-specific benchmarking peer group (described below) and broader general industry survey data (described below). See “— Process of Setting Compensation — Market Assessment of Target Compensation Levels.” The Committee also believes that payments and awards were consistent with the Company’s financial performance and

  24. Market assessment of target compensation levels

    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, as 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 general industry 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.

  25. 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.

  26. Elements of 2025 compensation

    | | CASH-BASED ANNUAL INCENTIVE AWARDS | | EQUITY-BASED LONG-TERM INCENTIVE AWARDS |

  27. Determining 2025 target compensation

    Determining 2025 target 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 and other compensation. › The officer’s responsibilities and performance during the calendar year. › 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 2024, FW Cook prepared a market review of the Company’s executive compensation program. The results of the study included observations about the competitiveness of 2024 target TDC levels versus a projected 2025 marketplace, which informed adjustments, if any, for 2025. The FW Cook market assessment in 2024 indicated that the target TDC levels for our named executive officers at the time of the assessment were within a competitive range of the market median, in aggregate, with differentiation by individual executive. 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 general industry survey data, generally. 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:

  28. Determining 2025 target compensation

    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. › Retention value of equity. › An assessment of our performance relative to peer group. 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.

  29. 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 general

  30. Annual incentive awards

    | 38 | |

  31. Annual incentive awards

    industry survey 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 2025, 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 2024. Accordingly, the Committee modified our named executive officers’ annual bonus targets for 2025 as follows:

  32. Annual incentive awards

    | Executive | 2024 Target annual incentive ($) | 2025 Target annual incentive ($) | Percentage change | | Mark B. Rourke | $1,500,000 | $1,600,000 | 6.7% | | Darrell G. Campbell | $415,000 | $475,000 | 14.5% | | James S. Filter | $350,000 | $400,000 | 14.3% | | Shaleen Devgun | $340,000 | $350,000 | 2.9% | | Robert M. Reich | $325,000 | $350,000 | 7.7% |

  33. Annual incentive awards

    Annual incentive performance goals Consistent with 2024, the Committee maintained an annual incentive plan design that contains two six-month performance periods. Each performance period accounted for 50% of the overall financial metric portion of the award. For the CEO, Operating Earnings (defined as income from operations as reported in our consolidated financial statements) was the sole metric for each performance period, and for the other named executive officers Operating Earnings was weighted 80% (40% for each 6-month performance period) and Individual Performance was weighted 20%, with a single annual measurement. The Committee includes 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. The Committee determined the goals for the threshold, target, and maximum level of Operating Earnings performance achievement at the outset of each 6-month performance period. The payout for all metrics under the plan (Operating Earnings for each 6-month performance period and the Individual Performance component) can range from 0% to 200% of target. 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 2025 performance, and the corresponding payouts as a percentage of target. At the time the goals were set, the Committee believed them to be rigorous, but achievable, and based on customer freight trends, strategies for growth and controlling costs, and corporate strategies to maximize shareholder return.

  34. Annual incentive awards

    | 2026 SCHNEIDER PROXY STATEMENT | 39 |

  35. Annual incentive awards

    | 2025 Performance (in thousands) | Jan-Jun Operating Earnings(1) | Jul-Dec Operating Earnings(1) | Individual Performance(1) | | Maximum – 200% Payout(2) | $131,687 | $146,994 | 200.0% | | Target – 100% Payout | $109,739 | $122,495 | 100.0% | | Threshold – 50% Payout(2)(3) | $87,791 | $97,996 | 0.0% | | 2025 Actual Performance(4) | $97,064 | $72,284 | Varies by NEO | | Unweighted Formulaic Earnout (% of Target) | 88.4% | 59.0% | Varies by NEO |

  36. Annual incentive awards

    CEO weightings 100% Operating Earnings, all other NEO weightings have 80% Operating Earnings (40% for each 6-month performance period) and 20% individual Performance (measured over the full year). (2) 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) For the Operating Earnings metric, there is a payout of 50% at Threshold (no payout for performance below the Threshold Level). The Individual Performance metric does not have a Threshold payout and can be earned from 0% to 200%. (4) Actual bonus amounts to our named executive officers for 2025 were based on the performance achievement levels described above, except that our Compensation Committee approved, consistent with pre-approved guidelines, an adjustment to first half 2025 Operating Earnings calculation to exclude the $0.45M negative impact of judgment-related interest accrued in connection with an adverse verdict stemming from a 2017 incident. 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 named executive officer other than our CEO 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 other than our CEO is outlined below:

  37. Annual incentive awards

    | Executive | 2025 Individual performance goals | | Darrell G. Campbell | › Assess and identify improvement opportunities relative to compliance, risk, and control environment across all enterprise finance activities › Achieve targeted integration savings with Cowan Systems Acquisition › Identify and capture cost savings from direct and indirect spend pools › Execute capital allocation strategies to maximize shareholder value | | James S. Filter | › Ensure delivery of targeted Cowan Systems acquisition synergies › Execute strategies to continuously improve safety performance of the enterprise › Identify and capture cost savings from direct and indirect spend pools › Develop strategic alignment with existing and new rail partners to grow Intermodal market share | | Shaleen Devgun | › Provide leadership to the development and delivery of the Company’s AI and digital technology transformation › Identify and capture cost savings from direct and indirect spend pools › Ensure delivery of targeted acquisition synergies › Provide expert leadership in mitigating enterprise cyber security risk | | Robert M. Reich | › Develop selection and deployment plan for new fleet safety technologies › Identify and capture cost savings from direct and indirect spend pools › Ensure delivery of targeted acquisition synergies › Provide expert leadership to the enterprise’s equipment procurement, maintenance and disposal strategies |

  38. Annual incentive awards

    | 40 | |

  39. Annual incentive awards

    In January 2026, Mr. Rourke reviewed, with the Compensation Committee, each NEO’s progress and achievement against his or her previously identified individual performance goals. The Compensation Committee approved the actual annual incentive payout amounts for our named executive officers for 2025, as follows:

  40. Annual incentive awards

    | Executive | 2025 AIP Target Payout ($) | Operating Earnings ($) | Individual Performance ($) | 2025 AIP Payout Total ($) | | Mark B. Rourke(1) | $1,600,000 | $569,120 | N/A | $569,120 | | Darrell G. Campbell | $475,000 | $135,185 | $133,000 | $268,185 | | James S. Filter | $400,000 | $113,840 | $80,000 | $193,840 | | Shaleen Devgun | $350,000 | $99,610 | $77,000 | $176,610 | | Robert M. Reich | $350,000 | $99,610 | $70,000 | $169,610 |

  41. Annual incentive awards

    (1) CEO annual incentive is based entirely on Operating Earnings performance, with no Individual Performance component. The bonus amounts earned by our named executive officers for 2025 were paid in early 2026 and are reflected below in the 2025 Summary Compensation Table in the column titled “Non-Equity Incentive Compensation”.

  42. 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: Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”). The plan design of the LTI program for 2025 remained largely consistent with the 2024 plan design. The Committee did change the LTI award type mix for 2025 to 50% PSUs and 50% RSUs (from 40% PSUs and 60% RSUs in 2024) to ensure that at least 50% of the awards are earned based on achievement of pre-established absolute financial and relative stock price performance criteria. The mix change was approved after considering the continued industry volatility, challenges in multi-year goal setting, and to emphasize shareholder-aligned retention.

  43. Restricted Share Units

    Restricted Share Units An RSU represents the right to receive, at settlement, one share of Class B common stock or its equivalent in cash or other property, as determined by the Company. RSUs vest in three substantially equal annual installments beginning on February 15, 2026, subject to continued employment through each such vesting date. The number of RSUs awarded was determined by dividing the target dollar value of the RSUs by the fair market value of our Class B common stock on the February 15, 2025 grant date.

  44. Performance Share Units

    Performance Share Units A PSU represents the right to receive, at settlement, one share of Class B common stock or its equivalent in cash or property, as determined by the Company. PSUs vest only if pre-established three-year performance targets are achieved. The target number of PSUs awarded annually is determined by dividing the target dollar value of the PSU 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 target PSUs differs from the reported grant date fair value reported in the Summary Compensation and Grants of Plan Based Awards Tables, as the Company uses the Monte Carlo valuation method to determine the grant date fair value of the PSUs for accounting purposes.

  45. Performance Share Units

    | 2026 SCHNEIDER PROXY STATEMENT | 41 |

  46. 2025 PSU awards

    2025 PSU awards All 2025 PSU grants to the named executive officers who received such grants in 2025 were awarded on February 15, 2025. The following PSU key metrics were used for 2025:

  47. 2025 PSU awards

    | | | | | EARNINGS BEFORE TAXES (EBT) | RETURN ON CAPITAL (ROC) | RELATIVE TOTAL SHAREHOLDER RETURN (rTSR) | | As reported in the audited financial statements to the Company’s Form 10-K, generally in accordance with GAAP. The payout will equal the average EBT payout based on EBT achievement during each of 2025, 2026, and 2027. | Operating earnings divided by invested capital provided, that for purposes of the PSUs, the following items are omitted from the calculation: cash, marketable securities, debt, SFI, goodwill, interest, and taxes. The calculation is based on a 3-year average ROC versus the pre-established threshold, target, and maximum performance levels. | rTSR is defined as the change in stock price plus dividends over the performance period. For purposes of calculating Schneider and each comparator company’s TSR, dividends are assumed to be reinvested in additional shares on the ex-dividend date. The beginning stock price for rTSR calculation purposes is based on the average closing share price during the trading days in December immediately prior to the performance period. The ending stock price is based on the average closing share price in December of year three of the performance period. |

  48. 2025 PSU awards

    The number of PSUs are earned and vest based on the achievement of EBT and ROC goals. rTSR is used as a modifier to increase or reduce the award by 25%. At the end of the three-year period, payouts will range from 0% to a maximum of 250% of target.

  49. 2025 PSU awards

    | Metric | Weight | Measurement | Period | | EBT | 60% | › Performance is measured in three discrete periods. › The target goal for the first year of the three-year performance period is based on the Board-approved annual financial plan, and the target goals for the second and third years are determined by applying pre-determined growth rates to the prior year’s actual EBT (for threshold, target, and maximum performance levels). › Can be earned from 0% to 200% of target. | January 1, 2025 – December 31, 2025 January 1, 2026 – December 31, 2026 January 1, 2027 – December 31, 2027 | | ROC | 40% | › Average over three-year period. › Can be earned from 0% to 200% of target | January 1, 2025 – December 31, 2027 | | rTSR | Modifier | › Point-to-point against comparator peer group’s TSR. › Can increase or reduce the earnout from the EBT/ROC metrics by 25% | January 1, 2025 – December 31, 2027 |

  50. 2025 PSU awards

    | 42 | |

  51. 2025 PSU awards

    The rTSR modifier comparator peer group The companies included in the comparator peer group for the 2025 plan year reflect Russell 3000 companies operating primarily as either Trucking or Air Freight & Logistics companies that have a threshold standard of at least $500M in annual revenue, excluding rental and technology companies, as categorized under the Global Industry Classification Standard (GICS) at the time of grant, as follows:

  52. 2025 PSU awards

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

  53. 2025 PSU awards

    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.” Each year, the Committee makes a determination of the appropriate LTI grant value to be awarded to each executive, informed by several factors including the Company’s compensation philosophy, FW Cook market data, individual executive performance, criticality to the company and “retention hooks”, etc. For 2025, 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 2024. The total intended value of each named executive officer’s 2025 long-term incentive award (at target in the case of the performance share units), is set forth below:

  54. 2025 PSU awards

    | | Total Intended LTI Target Value ($)(1) | Intended Fair Value of Performance Share Units ($) | Intended Fair Value of Restricted Share Units ($) | | Mark B. Rourke | $5,400,000 | $2,700,000 | $2,700,000 | | Darrell G. Campbell | $1,250,000 | $625,000 | $625,000 | | James S. Filter | $1,050,000 | $525,000 | $525,000 | | Shaleen Devgun | $750,000 | $375,000 | $375,000 | | Robert M. Reich | $810,000 | $405,000 | $405,000 |

  55. 2025 PSU awards

    (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. 2023-2025 PSUs The PSUs awarded in 2023 were earned based on performance across three metrics, measured over a three-year period: cumulative EBT (generally predetermined on the basis of GAAP ); average ROC; and a rTSR modifier. These performance metrics were selected because they represent the key drivers of value creation in the transportation industry. The actual number of shares 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 EBT 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.

  56. 2025 PSU awards

    | 2026 SCHNEIDER PROXY STATEMENT | 43 |

  57. 2025 PSU awards

    The three-year performance period for the PSUs granted in 2023 was completed in 2025. The performance goals and actual performance determined as described above were as follows:

  58. 2025 PSU awards

    | 2023-2025 PSUs Awards Performance Goals | 3 Year Cumulative EBT (60%) | 3 Year Average ROC (40%) | rTSR Modifier | | Maximum – 250% Payout | $2.31B | 22.0% | 1.25x | | Target – 100% Payout | $1.78B | 17.0% | 1.0x | | Threshold – Payout(1) | $1.42B | 12.0% | 0.75x | | 2023 – 2025 Actual Performance | $0.6B | 5.8% | 1.0x | | Payout (% of Target) | | 0.0% | |

  59. 2025 PSU awards

    (1) 50% of Target Payout at threshold for each metric, 0% of Target Payout if below threshold. Linear interpolation applies between Threshold and Target (for each +/-1% change in achievement increases/decreases the payout by 2.5% (EBT) and 1.7% (ROC)) and between Target and Maximum performance levels (for each +/-1% change in achievement increases/ decreases the payout by 3.3% (EBT) and 3.4% (ROC)).

  60. Deferred Equity Plan

    Deferred Equity Plan The Company maintains the Schneider National, Inc. Deferred Equity Plan (the “Deferred Equity Plan”). The Deferred Equity Plan strengthens the market competitiveness of our executive compensation program by providing our executives, including our named executive officers, the opportunity to defer a portion of their PSUs or RSUs. For additional information regarding the Deferred Equity Plan, see the description beginning on page 53.

  61. 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 acquirer does not assume or substitute the awards or (ii) the acquirer 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. We maintain the Schneider National, Inc. Executive Change of Control Severance Plan (the “Change of Control Severance Plan”) to provide certain key employees, including our 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.

  62. Equity grant timing

    Equity grant timing The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  63. Equity grant timing

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  64. 2025 Summary compensation table

    2025 Summary compensation table The following table includes information concerning compensation paid to or earned by our named executive officers for the years indicated.

  65. 2025 Summary compensation table

    | | Year | Salary ($)(1) | Stock awards ($)(2) | Non-equity incentive plan compensation ($) | Change in pension value and non-qualified deferred compensation earnings ($)(3) | All other compensation ($)(4) | Total ($) | | Mark B. Rourke President and CEO | 2025 | 1,000,000 | 5,704,174 | 569,120 | — | 106,807 | 7,380,101 | | | 2024 | 970,833 | 7,826,878 | 376,800 | — | 89,720 | 9,264,232 | | | 2023 | 941,667 | 4,703,533 | — | — | 149,056 | 5,794,256 | | Darrell G. Campbell EVP – CFO | 2025 | 541,667 | 1,320,418 | 268,185 | — | 23,854 | 2,154,124 | | | 2024 | 525,000 | 1,043,630 | 207,915 | — | 19,583 | 1,796,128 | | | 2023 | 133,767 | 250,013 | 20,750 | — | 22,656 | 427,186 | | James S. Filter EVP – Group President, Transportation & Logistics | 2025 | 475,000 | 1,109,195 | 193,840 | — | 47,421 | 1,825,456 | | | 2024 | 460,417 | 1,643,108 | 140,350 | — | 57,938 | 2,301,813 | | | 2023 | 426,667 | 951,328 | 58,500 | — | 55,512 | 1,492,007 | | Shaleen Devgun EVP – CITO | 2025 | 490,000 | 792,274 | 176,610 | — | 60,494 | 1,519,378 | | | 2024 | 490,000 | 1,075,245 | 149,940 | — | 43,830 | 1,759,015 | | | 2023 | 476,667 | 708,211 | 68,000 | — | 62,054 | 1,314,932 | | Robert M. Reich EVP – CAO | 2025 | 475,000 | 855,646 | 169,610 | — | 47,600 | 1,547,856 | | | 2024 | 460,417 | 1,314,511 | 143,325 | — | 41,575 | 1,959,828 | | | 2023 | 446,667 | 739,935 | 60,000 | — | 71,365 | 1,317,967 |

  66. 2025 Summary compensation table

    (1) 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 “— 2025 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, 2025 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 2025 performance share/unit awards at the grant date based on the probable outcome of the performance conditions are as follows: Mr. Rourke, $3,004,159; Mr. Campbell, $695,411; Mr. Filter, $584,168; Mr. Devgun, $417,259; and Mr. Reich, $450,635. The maximum values of the 2025 performance share/unit awards at the grant date are as follows: Mr. Rourke, $7,510,397; Mr. Campbell, $1,738,527; Mr. Filter, $1,460,421; Mr. Devgun, $1,043,147; and Mr. Reich, $1,126,586. (3) Reflects the amount of earnings under our nonqualified deferred compensation arrangements that exceeds 120% of the applicable federal long-term rate. Amounts included in the “All Other Compensation” column for fiscal year 2025 include (i) an executive physical and personal use of Company airplane for Mr. Rourke, and (ii) an executive physical for Mr. Devgun, and the amounts shown in the following table.

  67. 2025 Summary compensation table

    | 48 | |

  68. Grants of plan-based awards table for 2025

    Grants of plan-based awards table for 2025 The following table reflects estimated possible payouts under equity and non-equity incentive plans to the named executive officers during 2025. In 2025, (i) annual bonuses were awarded under our 2025 annual incentive program to named executive officers based on Operating Earnings over two, equally weighted, 6-month performance periods and individual performance (the CEO’s bonus was based entirely on Operating Earnings), and (ii) long-term incentive awards were granted under the Omnibus Incentive Plan to the named executive officers in the form of PSUs and RSUs. See “— 2025 Compensation.”

  69. Grants of plan-based awards table for 2025

    | Name | Grant date | Approval date | Estimated possible payouts under non-equity incentive plan awards(1) | | | Estimated future payments under equity incentive plan awards | | | 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 | | | 800,000 | 1,600,000 | 3,200,000 | | | | | | | | | | 2/14/25 | 1/27/25 | | | | 9,811 | 98,111 | 245,278 | | | | 3,004,159 | | | 2/14/25 | 1/27/25 | | | | | | | 98,111 | | | 2,700,015 | | Darrell G. Campbell | | | 285,000 | 475,000 | 950,000 | | | | | | | | | | 2/14/25 | 1/27/25 | | | | 2,271 | 22,711 | 56,778 | | | | 695,411 | | | 2/14/25 | 1/27/25 | | | | | | | 22,711 | | | 625,007 | | James S. Filter | | | 240,000 | 400,000 | 800,000 | | | | | | | | | | 2/14/25 | 1/27/25 | | | | 1,908 | 19,078 | 47,695 | | | | 584,168 | | | 2/14/25 | 1/27/25 | | | | | | | 19,078 | | | 525,027 | | Shaleen Devgun | | | 210,000 | 350,000 | 700,000 | | | | | | | | | | 2/14/25 | 1/27/25 | | | | 1,363 | 13,627 | 34,068 | | | | 417,259 | | | 2/14/25 | 1/27/25 | | | | | | | 13,627 | | | 375,015 | | Robert M. Reich | | | 210,000 | 350,000 | 700,000 | | | | | | | | | | 2/14/25 | 1/27/25 | | | | 1,472 | 14,717 | 36,793 | | | | 450,635 | | | 2/14/25 | 1/27/25 | | | | | | | 14,717 | | | 405,012 |

  70. Grants of plan-based awards table for 2025

    (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 “— 2025 Summary Compensation Table.” Awards under our 2025 annual incentive program can be earned at 0-200%. For the Operating Earnings metric, there is a payout of 50% at Threshold, 100% at Target, and 200% at Maximum. The Individual Performance metric (applicable to all NEOs other than our CEO) does not have a Threshold payout and can be earned from 0-200%. The Threshold payments above assume Target performance on the Individual Performance metric.

  71. Grants of plan-based awards table for 2025

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  72. Outstanding equity awards at 2025 year-end

    Outstanding equity awards at 2025 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, 2025.

  73. Outstanding equity awards at 2025 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 | 2025 | — | — | — | — | 98,111 | 2,602,885 | 98,111 | 2,602,885 | | | 2024 | — | — | — | — | 124,274 | 3,296,989 | 124,276 | 3,297,042 | | | 2023 | — | — | — | — | 20,559 | 545,430 | 9,252 | 245,445 | | | 2022 | 106,419 | 35,473 | 25.91 | 2/15/2032 | 10,131 | 268,775 | — | — | | | 2021 | 153,584 | — | 22.63 | 2/15/2031 | — | — | — | — | | | 2020 | 114,352 | — | 20.04 | 2/14/2030 | — | — | — | — | | | 2019 | 48,887 | — | 18.99 | 4/29/2029 | — | — | — | — | | | 2019 | 39,474 | — | 20.96 | 2/15/2029 | — | — | — | — | | | 2018 | 33,520 | — | 24.81 | 2/15/2028 | — | — | — | — | | Darrell G. Campbell | 2025 | — | — | — | — | 22,711 | 602,523 | 22,711 | 602,523 | | | 2024 | — | — | — | — | 16,570 | 439,602 | 16,571 | 439,629 | | | 2023 | — | — | — | — | 3,009 | 79,829 | — | — | | James S. Filter | 2025 | — | — | — | — | 19,078 | 506,139 | 19,078 | 506,139 | | | 2024 | — | — | — | — | 26,236 | 696,041 | 25,891 | 686,888 | | | 2023 | — | — | — | — | 4,158 | 110,312 | 1,871 | 49,638 | | | 2022 | 17,745 | 5,915 | 21.62 | 2/15/2032 | 1,447 | 38,389 | — | — | | Shaleen Devgun | 2025 | — | — | — | — | 13,627 | 361,524 | 13,627 | 361,524 | | | 2024 | — | — | — | — | 16,984 | 450,586 | 17,192 | 456,104 | | | 2023 | — | — | — | — | 3,095 | 82,110 | 1,393 | 36,956 | | | 2022 | 20,271 | 6,757 | 25.91 | 2/15/2032 | 1,930 | 51,203 | — | — | | | 2021 | 34,128 | — | 22.63 | 2/15/2031 | — | — | — | — | | | 2020 | 16,760 | — | 20.04 | 2/14/2030 | — | — | — | — | | | 2019 | 13,980 | — | 20.96 | 2/15/2029 | — | — | — | — | | | 2018 | 8,352 | — | 24.81 | 2/15/2028 | — | — | — | — | | Robert M. Reich | 2025 | — | — | — | — | 14,717 | 390,442 | 14,717 | 390,442 | | | 2024 | — | — | — | — | 20,090 | 532,988 | 20,713 | 549,516 | | | 2023 | — | — | — | — | 3,094 | 82,084 | 1,455 | 38,612 | | | 2022 | 15,204 | 5,067 | 25.91 | 2/15/2032 | 1,382 | 36,664 | — | — | | | 2021 | 19,196 | — | 22.63 | 2/15/2031 | — | — | — | — | | | 2020 | 13,228 | — | 20.04 | 2/14/2030 | — | — | — | — |

  74. Outstanding equity awards at 2025 year-end

    (1) 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/RSUs were granted on February 15 and vest in equal annual installments over four years for 2018-2022 grants and over three years for 2023-2025 grants. 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 2022-2025 restricted stock/RSU grants. The performance shares/PSUs 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 $26.53 as of December 31, 2025, the last trading day of 2025. PSUs vest upon determination of performance at the end of the 2023-2025 performance period for 2023 grants, at the end of the 2024-2026 performance period for 2024 grants, and at the end of the 2025-2027 performance period for 2025 grants. The number and value of the PSUs assume performance at the following levels: threshold (10%) for 2023 grant, target (100%) for 2024 grant, and target (100%) for 2025 grant.

  75. Outstanding equity awards at 2025 year-end

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  76. Option exercises and stock vested in 2025

    Option exercises and stock vested in 2025 The following table presents information about each stock option exercise and vesting of stock during the fiscal year ended December 31, 2025 for each of the named executive offers on an aggregated basis.

  77. Option exercises and stock vested in 2025

    | | 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)(2) | | Mark B. Rourke(3) | — | — | 102,772 | 2,805,074 | | Darrell G. Campbell | — | — | 11,295 | 310,838 | | James S. Filter | — | — | 20,932 | 567,721 | | Shaleen Devgun | — | — | 15,727 | 424,479 | | Robert M. Reich(4) | — | — | 17,523 | 475,142 |

  78. Option exercises and stock vested in 2025

    (1) The value of restricted shares/RSUs granted in 2022-2024 realized upon vesting is based on the closing stock price on February 14, 2025 (the vesting date) of $27.52. The value of restricted shares/RSUs granted in 2021 realized upon vesting is based on the closing stock price on March 14, 2025 (the vesting date) of $23.75. (2) The value of the 2022 performance shares/PSUs realized upon vesting is based on the closing stock price on December 31, 2024 (the last trading day of 2024) of $29.28. Achievement for 2022 performance grant was 0%. (3) The value of vested shares for Mr. Rourke includes the retirement eligibility event on January 2, 2025 of 8,110 shares and a closing stock price of $29.28. These shares were released to cover the tax obligation during this event. (4) The value of vested shares for Mr. Reich includes the retirement eligibility event on August 23, 2025 of 1,103 shares and a closing stock price of $25.34. These shares were released to cover the tax obligation during this event.

  79. 2025 Non-qualified deferred compensation

    2025 Non-qualified deferred compensation The following table summarizes the named executive officers’ compensation under our nonqualified deferred compensation arrangements.

  80. 2025 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 | 61,608 | 51,805 | 0 | 1,102,713 | | | Retention Credits | 0 | 0 | 101,422 | 0 | 2,030,302 | | | Total | 0 | 61,608 | 153,227 | 0 | 3,133,015 | | Darrell G. Campbell | SSP | 0 | 7,992 | 192 | 0 | 12,199 | | James S. Filter | SSP | 0 | 15,921 | 47,141 | 0 | 528,895 | | Shaleen Devgun | SSP | 0 | 17,396 | 7,075 | 0 | 160,252 | | Robert M. Reich | SSP | 68,999 | 16,100 | 28,617 | 0 | 474,204 |

  81. 2025 Non-qualified deferred compensation

    (1) Represents our Supplemental Savings Plan contributions for 2025, made in early 2026 (which amounts are included in the “All Other Compensation” column of the Summary Compensation Table, above). (2) Represents (a) interest that accrued during 2025 on the executive’s and registrant’s contributions and existing balances under the Supplemental Savings Plan and (b) interest that accrued during 2025 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 2025 compensation in the Summary Compensation Table for Fiscal Year 2024 as the amount of earnings that exceeded 120% of the applicable federal long-term rate: Mr. Rourke, $0; Mr. Campbell, $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 2024 or prior years: Mr. Rourke, $604,950; Mr. Campbell, $4,015; Mr. Devgun, $105,348; Mr. Filter, $37,645; and Mr. Reich, $76,089. (5) The “Aggregate Balance at Last Fiscal Year End” column includes our Supplemental Savings Plan contributions for 2025, made in early 2026. The Nonqualified Deferred Compensation Table for Fiscal Year 2025, above, includes amounts under the following arrangements.

  82. 2025 Non-qualified deferred compensation

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  83. 2025 Non-qualified deferred compensation

    Supplemental Savings Plan (or “SSP”) We maintain the 2005 Supplemental Savings Plan, which was amended and restated effective as of October 28, 2024. 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 that otherwise would have been made to the NEO’s account under the Company’s qualified 401(k) savings and retirement plan but for compensation limits under the Code. 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 5.258% (compounded) for 2025, 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% in the following January. As of January 2017, participants may defer amounts contributed to the plan for an additional five years or more from the original scheduled payment date (or in the case of installment payments treated as a single payment, five years or more from the date the first amount was scheduled to be paid) subject to Section 409A of the Code. Retention Credits Retention Credits represent the right to receive a deferred cash payment following termination of employment, 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 5.35% (compounded) for 2025, 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.

  84. 2025 Non-qualified deferred compensation

    | 2026 SCHNEIDER PROXY STATEMENT | 53 |

  85. Potential payments upon termination or change of control

    Potential payments upon termination or change of control The Company does not have employment agreements or individual severance agreements with any of its NEOs; however, each of the Company’s NEOs participates in the Executive 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 each month in the “severance period” and paid in a single lump sum on the 60th day following the Qualifying CIC Termination. • 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. • 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 general release of claims in favor of the Company and other related parties in order to receive the payments described above, other than 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 Executive Change of Control Severance Plan does not impact the treatment of any outstanding equity awards. It contains a Code Section 280G “modified cut back” provision pursuant to which the total amount payable to an executive in a Change of Control may be reduced to avoid the imposition of the additional 20% excise tax on excess parachute payments, but only if such reduction would result in the executive receiving a larger amount, measured on an after-tax basis, than what the executive would have received if the payments were not reduced and the executive had to pay the additional 20% excise tax on the unreduced amount. 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).

  86. Potential payments upon termination or change of control

    | 54 | |

  87. Potential payments upon termination or change of control

    Performance shares/PSUs Performance shares/PSUs 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/PSUs 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/PSUs contingent on achievement of the performance goals. A portion of the performance shares/PSUs 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/PSUs. If such change of control occurs during the first calendar year of the performance period, then a number of the performance shares/PSUs 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/PSUs, 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/PSUs, then the performance conditions are waived, and a designated number of performance shares/PSUs will remain eligible for vesting contingent on continued service or a qualifying termination of employment (“double-trigger” equity vesting). Restricted shares/RSUs Restricted shares/RSUs 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 restricted shares/RSUs will continue to vest. The restricted shares/RSUs 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 restricted shares/RSUs. If provision is made for the assumption or substitution of the restricted shares/RSUs, 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. 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 31, 2025, the last business day of fiscal 2025, Mr. Rourke and Mr. Reich are the named executive officers who have satisfied the Company’s 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

  88. Potential payments upon termination or change of control

    | 2026 SCHNEIDER PROXY STATEMENT | 55 |

  89. Potential payments upon termination or change of control

    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.

  90. 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 31, 2025, the last business day of fiscal 2025.

  91. Potential benefits upon termination or change of control

    | Name | Value of acceleration of restricted shares/ RSUs ($)(1) | Value of acceleration of performance shares/PSUs ($)(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 | 6,714,080 | 6,145,372 | 678,598 | 7,069,120 | 56,676 | 20,663,846 | | Death or Disability | 6,714,080 | 6,145,372 | 678,598 | — | — | 13,538,050 | | Darrell G. Campbell | | | | | | | | Change of Control/ | | | | | | | | Double Trigger | 1,121,989 | 1,042,151 | — | 2,318,185 | 13,336 | 4,495,661 | | Death or Disability | 1,121,989 | 1,042,151 | — | — | — | 2,164,140 | | James S. Filter | | | | | | | | Change of Control/ Double Trigger | 1,350,903 | 1,242,671 | 119,424 | 1,943,840 | 45,341 | 4,702,179 | | Death or Disability | 1,350,903 | 1,242,671 | 119,424 | — | — | 2,712,998 | | Shaleen Devgun | | | | | | | | Change of Control/ Double Trigger | 945,459 | 854,584 | 129,261 | 1,856,610 | 45,341 | 3,831,255 | | Death or Disability | 945,459 | 854,584 | 129,261 | — | — | 1,929,304 | | Robert M. Reich | | | | | | | | Change of Control/ Double Trigger | 1,042,178 | 978,570 | 96,946 | 1,819,610 | 45,341 | 3,982,645 | | Death or Disability | 1,042,178 | 978,570 | 96,946 | — | — | 2,117,694 |

  92. Potential benefits upon termination or change of control

    (1) Represents value of restricted shares/RSUs 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 $26.53 as of December 31, 2025. (2) The value of the performance shares/PSUs assumes performance at the following levels: threshold (10%) for 2023 grant, target (100%) for 2024 grant, and target (100%) for 2025 grant held by our named executive officers, using the closing sale price of a share of Class B common stock equal to $26.53 as of December 31, 2025. The performance shares/ PSUs 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) or upon a termination of employment due to death or disability. (3) 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),upon an involuntary termination without cause or the executive’s resignation for good reason within 24 months following the change of control (if the stock option is assumed or substituted in the change of control), 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 $26.53 as of December 31, 2025. (4) 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 “2025 Non-Qualified Deferred Compensation on page 52. Represents medical benefits continuation payment for the applicable severance period.

  93. Potential benefits upon termination or change of control

    | 56 | |

  94. 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 $60,264. › Our CEO’s annual total compensation for 2025, as reported in the Total column of the 2025 Summary Compensation Table, was $7,380,101. Based on this information, for 2025, 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 122 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.

  95. Pay versus performance

    Pay versus performance

  96. 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 2021 through 2025.

  97. Pay versus performance table

    | 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) | Value of initial fixed $100 investment based on: | | Net income (GAAP)(6) (h) | Operating earnings(6)(7) (i) | | | | | | | Total shareholder return (f) | Peer group total shareholder return(5) (g) | | | | 2025 | $7,380,101 | $2,387,536 | $1,761,703 | $933,554 | $137.22 | $149.32 | $104 | $169 | | 2024 | $9,264,232 | $11,135,930 | $1,954,195 | $2,286,337 | $156.87 | $156.71 | $117 | $165 | | 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 |

  98. Pay versus performance table

    (1) The CEO in all five reporting years is Mark B. Rourke. The NEOs in the 2024 and 2025 reporting years are Darrell Campbell, Shaleen Devgun, James A. Filter, and Robert M. Reich. The NEOs in the 2023 reporting year are Darrell Campbell, Shaleen Devgun, James A. Filter, 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. 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.

  99. Pay versus performance table

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  100. 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 | | | | | | | | | 2025 | $(5,704,174) | $3,862,367 | $(2,880,024) | $(429,134) | $158,401 | — | $711,609 | | 2024 | $(7,826,878) | $9,860,029 | $463,473 | $(756,784) | $131,860 | — | $9,698,577 | | 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 | | Average Non-PEO NEO | | | | | | | | | 2025 | $(1,019,383) | $690,237 | $(462,076) | $(55,571) | $18,644 | $— | $191,234 | | 2024 | $(1,269,123) | $1,598,622 | $63,164 | $(82,529) | $22,008 | $— | $1,601,264 | | 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 |

  101. 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 2025 Form 10-K. See page [38] for the TSR measurement periods used for each fiscal year. (6) Values shown are in millions. (7) Updated naming from EBIT to Operating Earnings for 2023; actual metric is the same. In 2025, our Compensation Committee approved, consistent with pre-approved guidelines, an adjustment to 1H Operating Earnings performance to exclude the $0.45M negative impact of judgment-related interest accrued in connection with an adverse verdict stemming from a 2017 incident. Any adjustments made prior to 2025 are as described in the corresponding proxy filings. We believe there is strong linkage between CAP to our NEOs and our performance, consistent with our compensation philosophy and as described in our Compensation Discussion and Analysis starting on page 31. Specifically: › Our cumulative TSR was ~37% from the beginning of 2021 through the end of 2025, which was slightly lower than 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), decreased in 2023 (-48% from 2022), decreased in 2024 (-51% from 2023), and decreased in 2025 (-11% from 2024). 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. In 2024, CAP for the PEO and non-PEO NEOs increased from the prior year, primarily reflecting the increase in stock price performance. In 2025, CAP for the PEO and non-PEOs decreased from the prior year, primarily reflecting the corresponding decrease in financial performance.

  102. Pay versus performance table

    | 2026 SCHNEIDER PROXY STATEMENT | 59 |

  103. Pay versus performance table

    Similar to net income, Operating Earnings increased significantly during 2021 (+77% from 2020), increased in 2022 (+15% from 2021), decreased in 2023 (-51% from 2022), decreased in 2024 (-44% from 2023), and increased in 2025 (2.5% from 2024) with a similar relationship between CAP and Operating Earnings figures as indicated above for GAAP net income.

  104. 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.

  105. Biographical information of Director nominees

    | Jyoti Chopra Age: 62 Director since: 2021 Committees: Compensation (Chair proposed beginning 4/30/26) Corporate Governance | Experience Since November 2025, Ms. Chopra has served as Executive Vice President and Human Resources Officer at Hertz Global Holdings, Inc. a leading global car rental and mobility solutions provider. From 2019 through November 2025, 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 also 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 24, 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. |

  106. Biographical information of Director nominees

    | Mary P. Deprey Age: 67 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 and director nominee Paul J. Schneider. 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 24, 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. |

  107. Biographical information of Director nominees

    | 62 | |

  108. Biographical information of Director nominees

    | James R. Giertz Age: 69 Director since: 2017 Committees: Audit, Chair (departing 4/30/26) Corporate Governance Compensation (proposed beginning 4/30/26) | 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 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 24, 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. |

  109. Biographical information of Director nominees

    | Robert M. Knight Age: 68 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 2022, Mr. Knight was elected to the Board of directors of Canadian National Railroad Company where he chairs the Audit Committee. He also serves on the Board of Directors of Hyliion Corp., a developer of innovative solutions that enable clean, flexible, and affordable electricity production, 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 24, 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. |

  110. Biographical information of Director nominees

    | Austin M. Ramirez Age: 47 Committees: Audit (proposed beginning 4/30/26) | Experience Austin Ramirez currently serves as CEO of Husco, a privately held engineering and manufacturing company. He also serves as a director of Old National Bank, the Marcus Corporation and the National Association of Manufacturers. Mr. Ramirez began his career as a consultant with McKinsey & Company, where he specialized in corporate finance and industrial operations. In 2016, Mr. Ramirez was a White House Fellow, serving on the National Economic Council for both the Trump and Obama administrations. Mr. Ramirez holds a B.S. in systems engineering from the University of Virginia and an MBA from Stanford University. Mr. Ramirez is a nominee recommended by the Company’s CEO, Mark Rourke. Qualifications With reference to Mr. Ramirez’s skills that are reflected in the Skills Matrix appearing on page 24, we believe Mr. Ramirez is well qualified to serve on our Board because of his deep understanding of corporate finance, his expertise in specific industries and navigating political environments effectively and undertaking major investment and financing decisions. |

  111. Biographical information of Director nominees

    | 2026 SCHNEIDER PROXY STATEMENT | 63 |

  112. Biographical information of Director nominees

    | Mark B. Rourke Age: 61 Director since: 2019 | Experience Mr. Rourke is currently Schneider’s Chief Executive Officer and President — a role that he has held since 2019. The Board has appointed Mr. Rourke to serve as Executive Chairman, and if re-elected, will serve in such role effective July 1, 2026. Mr. Rourke will be succeeded as Chief Executive Officer and President by James S. Filter, effective July 1, 2026. Over his 38-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. From 2021 to 2025, Mr. Rourke also served on the Board of Directors of The Shyft Group. In 2026, Mr. Rourke joined the Board of Directors of the Manitowoc Company, Inc., a leading global manufacturer of cranes and lifting solutions. Since 2022, Mr. Rourke has also served on the Board of Directors of the Green Bay Packers, Inc., a publicly held, nonprofit corporation that owns the National Football League’s Green Bay Packers. 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 24, 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. |

  113. Biographical information of Director nominees

    | Paul J. Schneider Age: 52 Director since: 2020-2022 Committees: Corporate Governance (proposed beginning 4/30/26) | Experience Mr. Schneider is President of Schneider Resources, a family-owned private investment and operating company based in Green Bay, Wisconsin. Paul directs strategy and leads executives of its portfolio of companies primarily focused on manufacturing and distributing precision parts for the aerospace and energy sectors. He co-founded SLK Finance, a business lending group in 2011. At Schneider National, Paul held leadership positions in truckload and logistics business operations and engineering. He began his career as an M&A analyst at Morgan Stanley. He currently serves on the boards of Schneider National, JR Machine Company, Foxland Inc, Lindquist Machine Co., and Andrew Duda & Sons (DUDA), Mr. Schneider also serves on the Boards of Northwestern University, The Catholic Foundation, and the Catholic Diocese of Green Bay. He holds a bachelor’s degree in economics from Northwestern University, an M.B.A. from The Kellogg School of Management at Northwestern, and a master’s degree in information systems from the University of Wisconsin — Oshkosh. Qualifications With reference to Mr. Schneider’s skills that are reflected in the Skills Matrix appearing on page 24, we believe Mr. Schneider is qualified to serve on our Board due to his knowledge of Schneider’s history and corporate operations, in addition to his business and leadership experience. Mr Schneider is the brother of directors Mary P. Deprey and Kathleen M. Zimmermann. |

  114. Biographical information of Director nominees

    | Julie K. Streich Age: 55 Director since: 2023 Committees: Audit (Chair proposed beginning 4/30/26) Corporate Governance (proposed beginning 4/30/26) | 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. Previously, Ms. Streich served as Senior Vice President, Global Finance Operations of Centrica PLC from 2019-2020, and held several other senior leadership positions with Centrica, 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 home service 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 24, 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. |

  115. Biographical information of Director nominees

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  116. Biographical information of Director nominees

    | John A. Swainson Age: 71 Director since: 2019 Committees: Corporate Governance, Chair Audit | 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 Chairman of Travelport Inc, a B2B marketplace for the travel industry. Equiniti is 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 and Omnissa, a California-based software company, 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 served on the board 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 24, we believe Mr. Swainson is qualified to serve on our Board because of his extensive experience with information technology and technology companies and his prior public company experience. |

  117. Biographical information of Director nominees

    | James L. Welch Age: 71 Director since: 2018 Chairman since: 2023 Committees: Compensation (proposed beginning 7/1/26) | Experience The Board has appointed Mr. Welch to serve as Lead Independent Director, and if re-elected, will serve in such role effective July 1, 2026. 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 to 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. From 2020 to 2024, Mr. Welch served as a member of the Board of Directors of Stericycle, Inc., where he served 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 24, 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. |

  118. Biographical information of Director nominees

    | 2026 SCHNEIDER PROXY STATEMENT | 65 |

  119. Biographical information of Director nominees

    | | PROPOSAL #2 Ratification of independent registered public accounting firm | The Board of Directors and the Audit Committee unanimously recommend a vote FOR Proposal #2 |

  120. Biographical information of Director nominees

    The Audit Committee has re-appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm and as auditors of our consolidated financial statements for the fiscal year ending December 31, 2026. The Audit Committee reviews the performance of the independent registered public accounting firm annually. In making the determination to re-appoint Deloitte for 2026, the Audit Committee considered, among other factors, the independence and performance of Deloitte, and the quality and candor of Deloitte’s communications with the Audit Committee and management. Deloitte has served as Schneider’s independent registered public accounting firm since 2002. At the Annual Meeting, our shareholders are being asked to ratify the appointment of Deloitte as Schneider’s independent registered public accounting firm for 2026. Although ratification of the Audit Committee’s appointment of Deloitte is not required, we value the opinions of our shareholders and believe that shareholder ratification of the appointment is a good corporate governance practice. In the event of a negative vote on this proposal, the Audit Committee will reconsider its selection. Even if this appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Schneider and its shareholders. Representatives of Deloitte are not expected to attend the Annual Meeting.