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Item 9A. Controls and Procedures

2022-02-18 compared with 2021-02-19 · 82 added, 43 removed, 229 unchanged (35% of the section changed)

9 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934.

Our internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP.

Our internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP.

Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements.

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Based on this assessment, management believes that as of December 31, 2021, our internal control over financial reporting was effective.

On December 31, 2021 , we completed our acquisition of MLS and in accordance with SEC Staff guidance, which allows companies to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting in the year of acquisition, we have excluded MLS from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2021 .

The total assets of MLS constitute approximately 7.4% of the Company’s consolidated total assets as of December 31, 2021.

See Note 2, Acquisition, for additional information.

The effectiveness of internal control over financial reporting as of December 31, 2021, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm that also audited our consolidated financial statements.

1 unchanged sentence

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Except for information concerning our executive officers included in Part I of this Form 10-K under the caption “Information About Our Executive Officers,” which is incorporated by reference herein, and the information regarding our Code of Conduct below, the information required by Item 10 is incorporated herein by reference to the information set forth under the captions “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” in our definitive proxy statement for our 2021 annual meeting of shareholders (the “Proxy Statement”), which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2020.

Except for the information concerning our executive officers and our Code of Conduct below, the information required by Item 10 is incorporated herein by reference to the information set forth under the captions “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” in our definitive proxy statement for our 2022 annual meeting of shareholders (the “Proxy Statement”), which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2021.

Our Board has adopted a Code of Conduct applicable to all employees, and a Code of Ethics for CEO and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other persons performing similar functions.

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We are not including the information contained on our website as part of, or incorporating it by reference into, this report.

Information About Our Executive Officers

Our executive officers as of February 18, 2022, together with their ages, positions, and business experience are below:

Name Age Position

Rourke 57 President, Chief Executive Officer and Director

Bruffett 58 Executive Vice President, Chief Financial Officer

Shaleen Devgun 49 Executive Vice President, Chief Innovation & Technology Officer

David Geyer 57 Executive Vice President, Group President of Transportation & Logistics

Jackson 56 Executive Vice President, General Counsel

Robert Reich 55 Executive Vice President, Chief Administrative Officer

Rourke has served as our President and Chief Executive Officer, and as a Director, since April 2019.

Prior to serving as our Chief Executive Officer, Mr.

Rourke served as Executive Vice President and Chief Operating Officer and held various other roles within Schneider including President of our Truckload Services Division and General Manager of Schneider Transportation Management, where he was responsible for the effective delivery to market of sole source, promotional, and brokerage service offerings.

Mark held a variety of other leadership roles at Schneider with increasing responsibility including Vice President of Customer Service, Director of Transportation Planning for Customer Service, Midwest Area Service Manager for Customer Service, and Director of Driver Training.

Rourke joined our company in 1987, holds a bachelor’s degree in marketing from the University of Akron, Ohio, and has attended programs on corporate governance and strategic leadership at Harvard University.

He currently serves on the Board for the U.S.

Chamber of Commerce, The Shyft Group, and The Trucking Alliance.

Bruffett has served as our Executive Vice President and Chief Financial Officer since April 2018.

Prior to joining Schneider, Mr.

Bruffett served as Executive Vice President and Chief Financial Officer of Con-way, Inc., a multinational freight transportation and logistics company, from 2008 until 2015.

Before joining Con-way in 2008, Mr.

Bruffett held senior financial leadership positions at YRC Worldwide, Inc., a publicly traded transportation services company, from 1998 to 2008 rising to the role of Executive Vice President and CFO, and various finance positions at American Freightways.

Bruffett holds a bachelor’s degree in business administration from the University of Arkansas and a master’s degree in business administration from the University of Texas.

Shaleen Devgun served as our Executive Vice President and Chief Information Officer from July 2015 through December 2021.

In January 2022, his role was expanded to include innovation and strategic ventures, and he now serves as our Executive Vice President and Chief Innovation & Technology Officer.

Devgun previously served as Vice President for Strategy, Planning, and Solution Delivery.

Prior to joining our company in 2009, Mr.

Devgun spent 12 years in management consulting roles with DiamondCluster International and Deloitte, specializing in corporate venturing, formulation and execution of business and technology strategy, program leadership, and operational design.

He holds bachelor’s degrees in economics and

math from the University of Pune and a master’s degree in business administration from the University of Detroit Mercy.

He also serves on the Board for the Fox Cities Performing Arts Center.

David Geyer has served as our Executive Vice President, Group President, Transportation & Logistics since April 2019.

On January 18, 2022, he announced his intention to retire in April 2022.

He previously served as our Senior Vice President, Group Manager of Truckload Services from 2012 to 2019, and led Schneider’s Global Commercial Services.

Geyer holds a bachelor’s degree in industrial technology from the University of Wisconsin-Stout and has completed executive programs in corporate governance at UCLA and finance at the University of Chicago.

He also serves on the Board for the Northeastern Wisconsin chapter of the American Red Cross.

Jackson has served as Executive Vice President and General Counsel since July 2019.

Prior to joining Schneider, Mr.

Jackson served as Senior Vice President, Secretary, and General Counsel of Knowles Corporation from 2014 to 2019.

Prior to joining Knowles, Mr.

Jackson served as Vice President and Assistant General Counsel at Jabil Circuit, Inc.

from March 2012 to December 2013.

In addition, he served as Vice President, General Counsel, and Secretary at P.H.

Glatfelter Company from June 2008 to November 2011, and as its Assistant General Counsel, Assistant Secretary, and Director of Compliance from September 2006 to June 2008.

Jackson holds both a juris doctor and a master of business administration from Villanova University, as well as a bachelor of science degree in mechanical engineering from Drexel University.

Robert Reich has served as our Executive Vice President and Chief Administrative Office since April 2019.

Prior to serving as our Chief Administrative Officer, Mr.

Reich served as Senior Vice President, Equipment, Maintenance, and Driver Development from 2014 through 2019, as well as other senior leadership roles at Schneider across the maintenance, human resources, driver development and training, and safety areas.

Before joining Schneider, Mr.

Reich served as an officer in the U.S.

Army and was a member of the 1st Cavalry Division at Fort Hood.

He holds a bachelor’s degree in electrical engineering from Pennsylvania State University and a master’s degree in business administration from the University of Wisconsin-Oshkosh.

He also serves as the Chair for the Board of the North American Council for Freight Efficiency.

EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to the information set forth under the captions “Corporate Governance - Compensation Committee Interlocks and Insider Participation,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation Tables and Narrative,” and “Risk Considerations Relating to Compensation” in the Proxy Statement, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2020.

The information required by Item 11 is incorporated herein by reference to the information set forth under the captions “Corporate Governance - Compensation Committee Interlocks and Insider Participation,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Executive Compensation Tables and Narrative” in the Proxy Statement, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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(1) The calculation of the weighted average exercise price includes only stock options and does not include the outstanding deferred stock units, restricted stock units, and performance-based restricted stock units reflected in the first column.

(2) On November 9, 2020, the Compensation Committee authorized an ad ditional 468,706 shares to be added to the 2017 Omnibus Plan share pool, as required by the terms of such plan, to equitably adjust for the special dividend paid by the Company on November 19, 2020.

The remaining information required by Item 12 is incorporated herein by reference to the information set forth under the caption “Information Regarding Beneficial Ownership of Principal Shareholders, the Board, and Management” in the Proxy Statement, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2021.

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3.1 Amended and Restated Articles of Incorporation of Schneider National, Inc., dated as of March 17, 2017 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 12, 2017)

3.2 Amended and Restated Bylaws of Schneider National, Inc., dated as of January 29, 2018 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on January 31, 2018)

4.1 Description of Class B Common Stock

3.2 Amended and Restated Bylaws of Schneider National, Inc., dated as of April 26, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 28, 2021)

4.1 Description of Class B Common Stock (incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K (File No.

001-38054) filed on February 19, 2020)

9.1 Amended and Restated 1995 Schneider National, Inc.

6 unchanged sentences

1-38054) filed on August 8, 2018).

10.2 Note Purchase Agreement dated as of May 7, 2010 by and among Schneider National Leasing, Inc., as issuer, Schneider National, Inc., as parent guarantor, and the purchasers party thereto (incorporated herein by reference to Exhibit 10.2 to the Company's Amendment No.

1 to Registration Statement on Form S-1 (Reg.

333-215244) filed on February 3, 2017)

10.2 Note Purchase Agreement dated as of June 12, 2013 by and among Schneider National Leasing, Inc., as issuer, Schneider National, Inc., as parent guarantor, and the purchasers party thereto (incorporated herein by reference to Exhibit 10.3 to the Company's Amendment No.

60 unchanged sentences

10.10+ Form of Schneider National, Inc.

Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.11 to Amendment No.

2 to the Company’s Registration Statement on Form S-1 (Reg.