Schneider National Inc

​

•

individual contribution to the success of the Company.

​

For example, our named executive officers’ annual cash bonuses in recent years have been tied to company-wide performance measures, such as earnings (“Operating Earnings”), previously referred to as earnings before interest and tax (“EBIT”), and revenue (excluding fuel surcharge) growth (“Revenue Growth”). Consistent with 2022, an individual performance measure enables recognition of individual contributions during the year for our NEOs, excluding the CEO. 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 2023, 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 size, as well as the individual performance of each of the named executive officers, and that target TDC for each of the named executive officers was reasonable.

As indicated in the following charts and consistent with the Company’s philosophy that incentive compensation should constitute a significant portion of target TDC, a significant portion of the named executive officers’ 2023 target compensation was variable and over half of the CEO’s target TDC for 2023 (66.4%) was awarded in the form of long-term incentives.

NOTE: Chart above reflects data for Other NEOs who were in their positions as of the beginning of 2023 (Mr. Bruffett, Mr. Devgun, Mr. Filter, and Mr. Reich).

Process of Setting Compensation

Market Assessment of Target Compensation Levels

In 2022, the Committee engaged FW Cook, the Committee’s independent compensation consultant, to perform a competitive market assessment for our named executive officers, including with respect to base salary, annual incentive targets, target cash compensation, long-term incentives and target TDC levels (the sum of base salary, target bonus and long-term incentive grant value). The Committee requested the market assessment to inform target TDC levels for 2023.

The assessment involved a peer group consisting of 14 companies in the transportation or logistics services industries. At the time the peer group was approved, our revenues ($6.0 billion) was near the median ($6.9 billion), and our market cap ($4.1 billion) was between the 25th percentile ($3.9 billion) and