Schneider National, Inc.

For the period ended Apr 29, 2025. Filed Mar 17, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 29, 2025 · Filed Mar 17, 2025

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Contents

Pay Versus Performance

In accordance with the SEC’s disclosure requirements, below is information regarding the “Compensation Actually Paid” (“CAP”) versus our performance (“PVP”). Additional information on how the Compensation Committee makes compensation decisions and aligns CAP with performance can be found on pages 26 – 31.

Most Important Metrics Used for Linking Pay and Performance:

The list below shows the most important metrics used by the Committee to link CAP to Company performance.

		Operating Earnings*(1)				*We consider Operating Earnings to be the most important financial measure used to link pay with performance in 2024 because it (1) determines 100% and 80% of the annual cash incentive award payout for the PEO and other NEOs, respectively, (2) is highly correlated to EBT and ROC performance, which are used in the performance share/units program, and (3) is a key metric of focus for investors and therefore highly correlated to stock price performance.
		Earnings Before Taxes (EBT)
		Return on Capital (ROC)
		Relative TSR

(1)

Updated from EBIT to Operating Earnings in 2023.

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 2020 through 2024.

· · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · Value of Initial Fixed $100 Investment Based on: · · · · · · · · · · · · · · · ·
· · Year (1) (a) · · · · Summary Compensation Table Total for PEO (b) · · · · Compensation Actually Paid to PEO(2)(3)(4) (c) · · · · Average Summary Compensation Table Total for Non-PEO NEOs (d) · · · · Average Compensation Actually Paid to Non-PEO NEOs (2)(3)(4) (e) · · · · Total Shareholder Return (f) · · · · Peer Group Total Shareholder Return(5) (g) · · · · Net Income (GAAP) (6) (h) · · · · Operating Earnings (6)(7) (i) · ·
	2024	$9,264,023	$11,135,722	$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
	2020	$5,083,611	$3,644,917	$1,513,183	$1,159,134	$105.18	$116.52	$212	$300

(1)

The CEO in all five reporting years is Mark B. Rourke. The NEOs in the 2024 reporting year 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. The NEOs in the 2020 reporting year are Stephen L. Bruffett, David L. Geyer, Shaleen Devgun, and Thomas G. Jackson.

(2)

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.

· · · · · · 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 · ·
	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
	2020	$(2,900,009)	$2,661,424	$(1,323,076)	$(189,815)	$312,782	—	$1,461,315
	Average Non-PEO NEO
	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
	2020	$(656,264)	$602,272	$(350,870)	$(46,019)	$96,832	—	$302,216

(3)

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 2024 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 2024, our Compensation Committee approved, consistent with pre-approved guidelines, an adjustment to 1H Operating Earnings performance to exclude the negative effect of $6.4 M in charges related to an immaterial out-of-period adjustment from 2023. In 2023, no adjustments were made to the Annual Incentive Plan’s Operating Earnings performance. The results are consistent with the Income from Operations provided in the Company’s financials. The adjustments made for 2020-2022 are as described in the corresponding proxy filings.

We believe there is strong linkage between CAP to our executives and our performance, consistent with our compensation philosophy and as described in our Compensation Discussion and Analysis starting on page 26. Specifically:

Our cumulative TSR was ~57% from the beginning of 2020 through the end of 2024, which was the same as 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), and decreased in 2024 (-51% from 2023). 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.

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