Schneider National, Inc DEF 14A, filed Mar 9, 2023

Schneider National, Inc. (SNDR)

DEF 14A 2023-03-09

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Added on June 12, 2026

About this DEF 14A

Schneider National, Inc filed this DEF 14A on March 9, 2023.

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	Check the appropriate box:
	☐			Preliminary Proxy Statement
	☐			CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
	☑			Definitive Proxy Statement
	☐			Definitive Additional Materials
	☐			Soliciting Material Pursuant to §240.14a-12

	Payment of Filing Fee (Check the appropriate box):
	☑			No fee required.
	☐			Fee paid previously with preliminary materials.
	☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


GENERAL INFORMATION			1
Introduction			1
Availability of Proxy Materials			1
Record Date; Voting Rights; Quorum			1
Shareholders of Record; Street Name Shareholders			2
Proxy Solicitation			2
How to Vote			2
How Proxy Votes Are Tabulated			3
Vote Required to Approve Proposals			4
How to Revoke Your Proxy			4
Information on Attending the Annual Meeting			5
Householding			5
Annual Report to Shareholders			5

CORPORATE GOVERNANCE			6
Corporate Governance Guidelines			6
Code Of Conduct and Code of Ethics			6
Review, Approval or Ratification of Transactions with Related Persons			7
Related Person Transactions in 2022			8
Compensation Committee Interlocks and Insider Participation			10
Anti-Hedging and Anti-Pledging Policies			10
Director Independence			10
NYSE Controlled Company Exemptions			11
Board Structure and Leadership			11
Board Role in Risk Oversight			12
ESG Governance Structure and Oversight			13
Board Meetings			14
Board Committees			14
Annual Board and Committee Self-Evaluations			15
Attendance of Directors at Annual Meetings of Shareholders			16
Director Nominations			16
Director Term Limits & Retirement Policy			16
ESG Reporting and Transparency			18
Shareholder Engagement			18
Communications with Directors			18
Director Skills, Qualifications and Diversity			18

COMPENSATION OF DIRECTORS			21
2022 Director Compensation Table			24

COMPENSATION COMMITTEE REPORT			25

COMPENSATION DISCUSSION AND ANALYSIS			26
Introduction			26
Executive Summary			26
Compensation Philosophy and Principles			27
Process of Setting Compensation			30

2022 Compensation			31
Key Compensation Policies and Programs			42

EXECUTIVE COMPENSATION TABLES AND NARRATIVE			44
2022 Summary Compensation Table			44
Grants of Plan-Based Awards Table for 2022			46
Outstanding Equity Awards at 2022 Year-End			48
Option Exercises and Stock Vested in 2022			49
2022 Non-Qualified Deferred Compensation			50
Potential Payments Upon Termination or Change in Control			52
Potential Benefits Upon Termination or Change in Control			54
CEO Pay Ratio			55
Identification of Median Employee			55
Risk Considerations Relating to Compensation			58

PROPOSAL 1
ELECTION OF DIRECTORS			59
Vote Required			59
Biographical Information of Director Nominees			59

PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			65
Audit and Other Fees Paid to Deloitte & Touche LLP			65
Vote Required			66

PROPOSAL 3
ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			67
Vote Required			68

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, THE BOARD AND MANAGEMENT			69
Voting Trust			72

AUDIT COMMITTEE REPORT			73

DELINQUENT SECTION 16(a) REPORTS			76

SHAREHOLDER PROPOSALS FOR OUR 2024 ANNUAL MEETING			76

ADVANCE NOTICE PROCEDURES FOR OUR 2024 ANNUAL MEETING			76

OTHER BUSINESS			77

FORM 10-K			77

INCORPORATION BY REFERENCE			77

Item	Vote Required	Effect of Abstentions and Broker Non-Votes on Vote Required
Proposal 1 — Election of directors	Each director will be elected by a plurality of the votes cast at the Annual Meeting. Cumulative voting is not permitted. For this purpose, “plurality” means that the nominees receiving the largest number of votes will be elected as directors.	Abstentions and broker non-votes will have no effect on the election of directors. Votes “withheld” will have no effect. Only votes cast “for” a director will have an effect on the election of directors. If your broker holds shares in your name, the broker, in the absence of voting instructions from you, is not entitled to vote your shares.
Proposal 2 — Ratification of appointment of independent registered public accounting firm	Votes cast “for” this proposal must exceed the votes cast “against” it to be approved.	Abstentions and broker non-votes do not count as votes “for” or “against” this proposal and will be disregarded in the calculation of votes cast. If your broker holds shares in your name, the broker, in the absence of voting instructions from you, is entitled to vote your shares.
Proposal 3 — Advisory vote to approve the compensation of our named executive officers	The votes cast “for” this proposal must exceed the votes cast “against” this proposal for it to be approved.	Abstentions and broker non-votes do not count as votes “for” or “against” this proposal and will be disregarded in the calculation of votes cast. If your broker holds shares in your name, the broker, in the absence of voting instructions from you, is not entitled to vote your shares.


James L. Welch Chairman of the Board			Mark B. Rourke Chief Executive Officer, President and Director


Green Bay, Wisconsin March 9, 2023			Thomas G. Jackson Corporate Secretary

Name	Fees earned or paid in cash ($)(1)	Stock awards ($)(2)	All other compensation ($)(3)	Total ($)
Jyoti Chopra	95,000	155,017	—	250,017
James R. Giertz	120,000	155,017	—	275,017
Adam P. Godfrey	195,000	155,017	—	350,017
Robert W. Grubbs	115,000	155,017	—	270,017
Robert Knight	95,000	155,017	—	250,017
Therese Koller(3)	95,000	155,017	11,209	261,226
Paul Schneider(3)	95,000	155,017	15,808	265,825
John A. Swainson	100,000	155,017	—	255,017
James L. Welch	115,000	155,017	—	270,017

Financial Highlights (in millions, except ratios and key operating metrics)
	2022	2021	Change
Operating Revenues	$6,604.4M	$5,608.7M	17.8%
Income from Operations	$600.4M	$533.7M	12.5%
Operating Ratio	90.9%	90.5%	-40 bps
Diluted Earnings Per Share	$2.56	$2.28	12.3%
Total Shareholder Return	(4.0)%	31.5%	-3,550 bps

	Annual Incentive Plan			Based on performance outcomes for 2022 as indicated above, achievements of the annual incentive plan under the Management Incentive Plan were between 119% and 151% of target, based on the determination of each executive's individual performance component. (see page 35 for more information)
	2020-2022 Performance Stock Awards			The 2020-2022 Performance Stock Awards were contingent on our performance as measured by two performance metrics, measured over a three-year period: compounded Earnings Before Tax “EBT” growth and average Return on Capital “ROC”. The earnout for the 2020-2022 awards, which vested on December 31, 2022, was 200% of target. (see page 40 for more information).

	What We Do			What We Don’t Do
	✔ Pay for Performance. Emphasis on variable compensation.			✘ No hedging or pledging of company stock.
	✔ Maintain stock ownership policy.			✘ No guaranteed annual salary increases or bonuses.
	✔ Maintain a robust clawback policy.			✘ No single-trigger payments upon a change of control for our NEOs.
	✔ Restricted covenants – NEOs are subject to comprehensive non-competition and other restrictive covenants.			✘ No excise tax gross-up for executive officers.
	✔ Maintain an appropriately-sized peer group for purposes of establishing competitive target compensation levels.			✘ No excessive perquisites.
	✔ Conduct annual risk assessments of our compensation plans.			✘ No employment agreements with our NEOs that provide for guaranteed compensation.
	✔ Hold annual say-on-pay advisory vote.			✘ No repricing stock options.
	✔ Engage an independent compensation consultant.

ArcBest Corp.	JB Hunt Transport Services, Inc.	Ryder System, Inc.
Avis Budget Group, Inc.	Kirby Corporation	Saia
C.H. Robinson Worldwide	Knight-Swift Transportation, Inc.	Werner Enterprises, Inc.
Expeditors Int’l of Washington, Inc.	Landstar System, Inc.	XPO Logistics
Hub Group, Inc.	Old Dominion Freight Line, Inc.

Executive	Effective Date	2021 Base Salary	2022 Base Salary	Percentage Change
Mark B. Rourke	5/1/2022	$850,000	$925,000	8.8%
Stephen L. Bruffett	5/1/2022	$535,000	$560,000	4.7%
Shaleen Devgun	5/1/2022	$425,000	$450,000	5.9%
Thomas G. Jackson	5/1/2022	$440,000	$440,000	0.0%
Robert M. Reich	5/1/2022	$400,000	$440,000	10.0%

Executive	2021 Target Annual Incentive ($)	2022 Target Annual Incentive ($)	Percentage Change
Mark B. Rourke	$1,020,000	$1,156,000	13.3%
Stephen L. Bruffett	$500,000	$520,000	4.0%
Shaleen Devgun	$275,000	$300,000	9.1%
Thomas G. Jackson	$250,000	$260,000	4.0%
Robert M. Reich	$250,000	$260,000	4.0%

2022 Performance (in thousands)	EBIT 60%⁽¹⁾	Revenue Growth 20%⁽¹⁾	Individual Performance 20%⁽¹⁾
Maximum – 200% Payout⁽²⁾	$689,953	$780,392	200%
Target – 100% Payout	$574,961	$650,327	100%
Threshold – Payout⁽²⁾⁽³⁾	$459,969	$390,196	0%
2022 Actual Performance⁽⁴⁾⁽⁵⁾	$667,494	$578,077	Varies by NEO
Unweighted Formulaic Earnout (% of Target)	180.5%	72.2%	Varies by NEO
CEO 2022 Actual Performance ⁽⁴⁾⁽⁵⁾	$610,494	$578,077	NA
CEO Unweighted Formulaic Earnout (% of Target)	130.9%	72.2%	NA

	Executive			2022 Individual Performance Goals
	Stephen L. Bruffett			• Provide framework, analysis, and insights for advancing enterprise’s strategic roadmap • Provide expert leadership in successfully advancing acquisitions and ventures • Maintain strong compliance, risk, and control environment across all enterprise finance activities • Advance key diversity, equality and inclusion strategies and outcomes

Executive	2022 AIP Target Payout ($)	Operating Metrics ($)	Individual Performance ($)	2022 AIP Payout Total ($)
Mark B. Rourke ⁽¹⁾	$1,156,000	$1,377,605	NA	$1,377,605
Stephen L. Bruffett	$520,000	$638,196	$104,000	$742,196
Shaleen Devgun	$300,000	$368,190	$78,000	$446,190
Thomas G. Jackson	$260,000	$319,098	$62,400	$381,498
Robert M. Reich	$260,000	$319,098	$72,800	$391,898

Air Transport Services Group	GXO Logistics	Radiant Logistics
ArcBest	Heartland Express	Ryder System
Atlas Air Worldwide	Hub Group	Saia
C.H. Robinson Worldwide	J.B. Hunt Transport Services	U.S. Xpress Enterprises
Covenant Logistics Group	Knight-Swift Transportation	United Parcel Service
Daseke	Landstar System	Universal Logistics
Expeditors Int'l of WA	Marten Transport	Werner Enterprises
FedEx	Old Dominion Freight Line	XPO Logistics
Forward Air	P.A.M.Transportation Services	Yellow Corp

	Total Intended LTI Target Value ($)⁽¹⁾	Intended Fair Value of Stock Options ($)	Intended Fair Value of Performance Share Units ($)	Intended Fair Value of Restricted Share Units ($)
Mark B. Rourke	$4,200,000	$1,050,000	$2,100,000	$1,050,000
Stephen L. Bruffett	$1,120,000	$280,000	$560,000	$280,000
Shaleen Devgun	$650,000	$200,000	$250,000	$200,000
Thomas G. Jackson	$600,000	$150,000	$300,000	$150,000
Robert M. Reich	$600,000	$150,000	$300,000	$150,000

2020-2022 Restricted Performance Shares/Units Awards Performance Goals	3 Year Compounded EBT Growth	3 Year Average ROC
Maximum – 200% Payout	18%	24.5%
Target – 100% Payout	8%	14.5%
Threshold – Payout (0% or 50% respectively) ⁽¹⁾	2%	10.5%
2020-2022 Actual Performance ⁽²⁾⁽³⁾	50.8%	19.4%
Payout (% of Target) ⁽²⁾⁽³⁾	200%

	Position			Multiple of Base Salary
	Chief Executive Officer			6x
	Chief Financial Officer			3x
	Other Executive Direct Reports to the Chief Executive Officer			2x

	Year	Salary ($) (1)	Stock Awards ($) (2)	Option Awards ($) (3)	Non- Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) (4)	All Other Compensation ($) (5)	Total ($)
Mark B. Rourke	2022	900,000	3,354,254	1,050,001	1,377,605	2,665	201,356	6,885,881
President and CEO	2021	833,333	2,844,803	900,002	2,040,000	2,892	131,157	6,752,188
	2020	793,750	2,175,017	724,992	1,321,665	766	67,421	5,083,611
Stephen L. Bruffett	2022	551,667	894,495	280,001	742,196	41	49,680	2,518,080
EVP - CFO	2021	523,333	869,233	274,998	950,000	29	28,341	2,645,934
	2020	500,000	768,777	256,237	458,708	6	18,550	2,002,279
Shaleen Devgun	2022	441,667	474,346	200,007	446,190	70	47,717	1,609,997
EVP - CIO	2021	425,000	416,048	199,990	522,500	59	36,323	1,599,920
	2020	422,917	318,742	106,258	348,068	19	30,183	1,226,188
Thomas G. Jackson	2022	440,000	479,210	150,005	381,498	12	60,521	1,511,246
EVP - General Counsel	2021	435,000	367,427	116,239	462,500	3	56,548	1,437,716
	2020	422,917	318,742	106,258	241,425	—	50,961	1,140,303
Robert M. Reich	2022	426,667	479,210	150,005	391,898	222	62,500	1,510,502
EVP - CAO

	Retirement Contributions
Name	401(k) Company Match ($)	Taxable Cash Contribution ($) (1)	Company SSP Contributions ($) (2)
Mark B. Rourke	9,150	18,300	158,100
Stephen L. Bruffett	9,150	6,100	23,933
Shaleen Devgun	9,150	12,200	26,367
Thomas G. Jackson	9,150	6,100	11,950
Robert M. Reich	9,150	18,300	35,050

Name	Grant Date	Compensation Committee Approval Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payments Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock	All Other Option Awards: Number of Securities Under- lying Options	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards
Name	Grant Date	Compensation Committee Approval Date	Threshold ($) (2)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock		Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards
Mark B. Rourke				1,156,000	2,312,000
	2/15/22	1/24/22				8,105	81,050	202,625				2,304,252
	2/15/22	1/24/22							40,525			1,050,003
	2/15/22	1/24/22								141,892	25.91	1,050,001
Stephen L. Bruffett				520,000	1,040,000
	2/15/22	1/24/22				2,161	21,614	54,035				614,486
	2/15/22	1/24/22							10,807			280,009
	2/15/22	1/24/22								37,838	25.91	280,001
Shaleen Devgun				300,000	600,000
	2/15/22	1/24/22				965	9,649	24,123				274,321
	2/15/22	1/24/22							7,720			200,025
	2/15/22	1/24/22								27,028	25.91	200,007
Thomas G. Jackson				260,000	520,000
	2/15/22	1/24/22				1,158	11,579	28,948				329,191
	2/15/22	1/24/22							5,790			150,019
	2/15/22	1/24/22								20,271	25.91	150,005
Robert M. Reich				260,000	520,000
	2/15/22	1/24/22				1,158	11,579	28,948				329,191
	2/15/22	1/24/22							5,790			150,019
	2/15/22	1/24/22								20,271	25.91	150,005

Name		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	2022	—	141,892	25.91	2/15/2032	40,525	948,285	202,625	4,741,425
	2021	38,396	115,188	22.63	2/15/2031	29,829	697,999	198,851	4,653,113
	2020	57,176	57,176	20.04	2/14/2030	16,448	384,883	131,578	3,078,925
	2019	36,666	12,221	18.99	4/29/2029	3,662	85,691	—	—
	2019	29,606	9,868	20.96	2/15/2029	3,266	76,424	—	—
	2018	33,520	—	24.81	2/15/2028	—	—	—	—
	2017	41,208	—	17.00	4/5/2027	—	—	—	—
Stephen L. Bruffett	2022	—	37,838	25.91	2/15/2032	10,807	252,884	54,035	1,264,419
	2021	11,732	35,196	22.63	2/15/2031	9,114	213,268	60,760	1,421,784
	2020	20,208	20,208	20.04	2/14/2030	5,814	136,048	46,506	1,088,240
	2019	25,288	8,429	20.96	2/15/2029	2,790	65,286	—	—
	2018	27,656	—	24.37	4/29/2028	—	—	—	—
Shaleen Devgun	2022	—	27,028	25.91	2/15/2032	7,720	180,648	24,123	564,467
	2021	8,532	25,596	22.63	2/15/2031	6,627	155,072	22,095	517,023
	2020	8,380	8,380	20.04	2/14/2030	2,410	56,394	19,284	451,246
	2019	10,485	3,495	20.96	2/15/2029	1,157	27,074	—	—
	2018	8,352	—	24.81	2/15/2028	—	—	—	—
Thomas G. Jackson	2022	—	20,271	25.91	2/15/2032	5,790	135,486	28,948	677,372
	2021	4,959	14,877	22.63	2/15/2031	3,852	90,137	25,685	601,029
	2020	8,380	8,380	20.04	2/14/2030	2,410	56,394	19,284	451,246
	2019	13,686	4,562	16.76	7/22/2029	1,333	31,192	—	—
Robert M. Reich	2022	—	20,271	25.91	2/15/2032	5,790	135,486	28,948	677,372
	2021	4,799	14,397	22.63	2/15/2031	3,729	87,259	24,856	581,630
	2020	7,886	7,886	20.04	2/14/2030	2,268	53,071	18,148	424,663
	2019	6,030	3,676	18.99	4/29/2029	1,007	23,564	—	—

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	—	158,100	13,560	—	749,609
	Retention Credits	—	—	40,586	—	1,748,294
	SARs	—	—	439,242	-1,919,564	—
	Total	—	158,100	493,388	-1,919,564	2,497,903
Stephen L. Bruffett	SSP	—	23,933	824	—	60,613
	Total	—	23,933	824	—	60,613
Shaleen Devgun	SSP	—	26,367	1,423	—	89,019
	Total	—	26,367	1,423	—	89,019
Thomas G. Jackson	SSP	—	11,950	236	—	22,749
	Total	—	11,950	236	—	22,749
Robert M. Reich	SSP	78,950	35,050	4,517	—	118,517
	Total	78,950	35,050	4,517	—	118,517

Name	Value of Acceleration of Restricted Shares/Units ($) (1)	Value of Acceleration of Performance Shares/Units ($) (2)	Value of Acceleration of Stock Options ($) (3)	Total ($)
Mark B. Rourke
Change of Control/Double Trigger	2,193,305	12,473,464	5,631,129	20,297,898
Death or Disability	2,193,305	12,473,464	5,631,129	20,297,898
Stephen L. Bruffett
Change of Control/Double Trigger	667,491	3,774,443	1,700,676	6,142,611
Death or Disability	667,491	3,774,443	1,700,676	6,142,611
Shaleen Devgun
Change of Control/Double Trigger	419,188	1,532,735	1,079,586	3,031,508
Death or Disability	419,188	1,532,735	1,079,586	3,031,508
Thomas G. Jackson
Change of Control/Double Trigger	313,209	1,729,646	809,992	2,852,848
Death or Disability	313,209	1,729,646	809,992	2,852,848
Robert M. Reich
Change of Control/Double Trigger	299,385	1,683,665	774,299	2,757,350
Death or Disability	299,385	1,683,665	774,299	2,757,350

	Earnings Before Interest and Taxes (EBIT)* ⁽¹⁾			*We consider EBIT to be the most important financial measure used to link pay with performance in 2022 because it (1) is used to determine 80% and 60% of the annual cash incentive award payout for the PEO and other NEOs, respectively, (2) is highly influenced by revenue performance during the year (also used as an annual incentive metric), (3) is highly correlated to EBT and ROC performance, which are used in the performance share/units program and (4) is a key metric of focus for investors and therefore highly correlated to stock price performance.
	Earnings Before Taxes (EBT)
	Return on Capital (ROC)
	Revenue Growth
	Relative TSR

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)	EBIT (3) (6) (i)
Year (1) (a)	Summary Compensation Table Total for PEO (b)	Compensation Actually Paid to PEO (2) (3) (4) (c)			Total Shareholder Return (f)	Peer Group Total Shareholder Return (5) (g)	Net Income (GAAP) (6) (h)	EBIT (3) (6) (i)
2022	$6,885,881	$6,957,044	$1,787,456	$1,756,329	$121.54	$122.85	$458	$610
2021	$6,752,188	$11,257,776	$1,878,416	$2,951,458	$137.92	$151.16	$405	$532
2020	$5,083,611	$3,644,917	$1,513,183	$1,159,134	$104.86	$114.73	$212	$300

	Deduct SCT Stock & Option Awards (a)	Add Year-End Value of Unvested Equity Granted in Year (b)	Add Change in Value of Unvested Equity Granted in Prior Years (c)	Add Change in Value of Vested Equity Granted in Prior Years (d)	Add Change in Value of Dividends Accrued (e)	Total Value of Equity for CAP (f) = (b) + (c) + (d) + (e)
PEO
2022	$4,404,255	$3,879,453	$991,183	($568,661)	$173,443	$4,475,418
2021	$3,744,805	$4,678,511	$3,032,155	$307,725	$232,002	$8,250,393
2020	$2,900,009	$2,661,424	($1,323,076)	($189,815)	$312,782	$1,461,315
Average Non-PEO NEO
2022	$776,820	$684,450	$148,922	($119,239)	$31,559	$745,693
2021	$756,014	$949,705	$731,558	$94,194	$53,600	$1,829,056
2020	$656,264	$602,272	($350,870)	($46,019)	$96,832	$302,216

JYOTI CHOPRA
Age: 59 Director since: 2021 Committees: Compensation Corporate Governance			Experience Since 2019, Ms. Chopra has served as Senior Vice President and Chief People, Inclusion and Sustainability Officer for MGM Resorts International, an entertainment and hospitality company that owns and operates integrated resorts across the United States and in Macau. She previously served as Senior Vice President and Global Leader for Diversity and Inclusion, HR Transformation and Operations at Pearson Plc, a British multinational publishing and education company, from 2018 to 2019 and as Managing Director and Global Head of Diversity and Inclusion at BNY Mellon, a global investments company, from 2012 to 2018. Ms. Chopra holds a Bachelor of Arts 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 20, we believe that Ms. Chopra is qualified to serve on the 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.

JAMES R. GIERTZ
Age: 66 Director since: 2017 Committees: Audit, Chair Corporate Governance			Experience Mr. Giertz served as Chief Financial Officer of H.B. Fuller Company, a formulator, manufacturer and marketer of adhesives, sealants, and other specialty chemical products, from 2008 until May 2016, after which he became Executive Vice President with responsibility for H.B. Fuller Company’s strategy deployment efforts until his retirement in February 2017. He has served as a member of the Board of Directors of Hill-Rom Holdings, Inc., a medical technology company, from 2009 until 2021 and was most recently a member of that company’s audit committee. Mr. Giertz holds a Bachelor of Science degree in Mechanical Engineering 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 20, we believe Mr. Giertz is qualified to serve on the Board because of his experience in finance, strategy development and his prior public company service experience as a director.

ROBERT W. GRUBBS
Age: 67 Director since: 2012 Committees: Compensation, Chair Corporate Governance			Experience Since 2020, Mr. Grubbs has served on the Board of Directors of Equity Distribution Acquisition Corp. From 2013 to 2019, Mr. Grubbs served as the Non-Executive Chairman of Ohio Transmission Corp., a distributor of motion control and related products and services. From 1998 to 2008, Mr. Grubbs served as the President and Chief Executive Officer of Anixter International Inc., a Chicago-based distributor of network and security solutions, electrical and electronic solutions, and utility power solutions. From 1994 to 2008 Mr. Grubbs was also the President and Chief Executive Officer of Anixter Inc., a subsidiary of Anixter International Inc. Mr. Grubbs holds a Bachelor of Arts degree in business administration from the University of Missouri. Qualifications With reference to Mr. Grubb’s skills that are reflected in the Skills Matrix appearing on page 20, we believe Mr. Grubbs is qualified to serve on the Board because of his extensive executive, leadership, and prior public company experience, and because of his expertise in the area of supply chain services (including 3PL).

ROBERT M. KNIGHT, JR.
Age: 65 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. He also serves on the Board of Directors of Hyliion Corp., a leading electronic vehicle company, where he also currently serves on the Audit Committee. Mr. Knight holds a Bachelor of Arts 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 20, we believe Mr. Knight is qualified to serve on the Board because of his extensive experience in finance, accounting, 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.

THERESE A. KOLLER
Age: 63 Director Since: 2022 Committees: Corporate Governance			Experience Ms. Koller engages in philanthropic work and serves on the board of a variety of non-profit organizations. She holds a bachelor’s degree in English from the University of St. Thomas and a master’s degree in Counseling from the University of Pennsylvania. 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. Koller’s skills that are reflected in the Skills Matrix appearing on page 20, that Ms. Koller, in addition to her business and leadership experience, is qualified to serve on the Board due to her understanding of and close affiliation with the history of the enterprise, her rapport with the Schneider family and ability to integrate the Schneider family’s values into discussions amongst the Board regarding corporate responsibility, corporate governance, strategic planning and oversight.