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Item 9A. Controls and Procedures

2023-02-17 compared with 2022-02-18 · 123 added, 107 removed, 204 unchanged (53% 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.

3 unchanged sentences

Based on this assessment, management believes that as of December 31, 2022, 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, 2022, 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

On February 14, 2023, the Company entered into an Amended and Restated Schneider Family Board Nomination Process Agreement (the “Amended Nomination Agreement”), dated as of February 14, 2023, with certain members of the Schneider family which amends the Schneider Family Board Nomination Process Agreement (the “Original Agreement”), dated as of October 5, 2016.

Under the Amended Nomination Agreement, four specified members of the Schneider family have the right to nominate two family members to serve on our Board on an annual, rotating basis.

The annual Schneider family director nominations, assuming each specified member of the Schneider family is able to serve, will rotate among the four specified Schneider family members through 2040 according to a schedule that is set forth in the Amended Nomination Agreement.

After the Schneider family director nominee rotation described above is complete, or if the rotation described above ends before 2040, the four specified Schneider family members may, if all such family members are in agreement, propose to our Corporate Corporate Governance Committee an amendment to the Amended Nomination Agreement, consistent with such agreement, to cover nominations of Schneider family members in subsequent periods, the approval of which shall be subject to the approval of our Governance Committee and our Board, which approval shall not be unreasonably withheld.

Such proposal must be made before the later of (a) December 31st of the year in which the rotation system ends or six months after the date on which the last family member’s service as a director ends, whichever is later, or (b) December 31, 2040 in the event the rotation set forth above is completed.

The foregoing description of the Amended Nomination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.6 to this Annual Report on Form 10-K, and is incorporated by reference herein.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

12 unchanged sentences

Shaleen Devgun 50 Executive Vice President, Chief Innovation & Technology Officer

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

James Filter 52 Executive Vice President, Group President of Transportation & Logistics

Angela Fish 51 Executive Vice President, Human Resources

Jackson 57 Executive Vice President, General Counsel

5 unchanged sentences

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.

He currently serves on the Board for The Shyft Group, the Trucking Alliance, and the Green Bay Packers.

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

4 unchanged sentences

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.

Shaleen Devgun h as served as Executive Vice President, Chief Innovation and Technology Officer since 2022.

Prior to serving as our Chief Innovation and Technology Officer, Mr.

Devgun served as our Chief Information Officer from 2015 through 2021, as well as Vice President for Strategy, Planning, and Solution Delivery.

Before joining Schneider in 2009, he 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.

Devgun 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.

James Filter has served as our Executive Vice President, Group President of Transportation and Logistics since April 2022.

Prior to assuming his current role in 2022, Mr.

Filter served as Senior Vice President and General Manager of Intermodal from 2015 to 2021 when his responsibilities were expanded to include accountabilities as Chief Commercial Officer.

Filter joined our company in 1998 having previously worked at United Parcel Service (UPS) and served in the U.S.

Marine Corps.

He holds a bachelor’s degree from the University of Wisconsin-Green Bay and a master’s degree in business administration from Wayne State University.

He currently serves on the Board for Family Services of Northeast Wisconsin.

Angela Fish has served as Executive Vice President, Human Resources since January 2022.

She previously served as Senior Vice President of Human Resources.

During her tenure at Schneider, she has held senior leadership roles across the human resources, benefits, and compensation areas.

Prior to joining Schneider, she worked at the University of Michigan.

She is a graduate of Northern Michigan University and locally serves on the Board of the YMCA.

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

42 unchanged sentences

All other schedules have been omitted either because they are not applicable or because the required information is included in our consolidated financial statements or the notes thereto.

Exhibit Description

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 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)

Incorporated by Reference Herein

Number Exhibit Description Form Exhibit File No.

3.1 Amended and Restated Articles of Incorporation of Schneider National, Inc., dated as of March 17, 2017

8-K 3.1 001-38054 4/12/2017

3.2 Amended and Restated Bylaws of Schneider National, Inc., dated as of April 26, 2021

8-K 3.1 001-38054 4/28/2021

4.1 Description of Class B Common Stock

10-K 4.1 001-38054 2/19/2020

9.1 Amended and Restated 1995 Schneider National, Inc.

Voting Trust Agreement and Voting Agreement (incorporated herein by reference to Exhibit 9.1 to the Company's Registration Statement on Form S-1 (Reg.

333-215244) filed on December 22, 2016)

Voting Trust Agreement and Voting Agreement

S-1 9.1 333-215244 12/22/2016

9.2 Joinder to Amended and Restated 1995 Schneider National, Inc.

Voting Trust Agreement and Voting Agreement (incorporated herein by reference to Exhibit 9.2 to the Company's Annual Report on Form 10-K (File No.

001-38054) filed on February 27, 2018)

10.1 Credit Agreement dated as of August 6, 2018, among Schneider National Leasing, Inc., the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (File No.

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

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.

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

333-215244) filed on February 3, 2017)

10.3 Note Purchase Agreement dated as of November 10, 2014 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 10.4 to the Company's Amendment No.

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

333-215244) filed on February 3, 2017)

Voting Trust Agreement and Voting Agreement

10-K 9.2 001-38054 2/27/2018

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

S-1/A 10.3 333-215244 2/3/2017

10.3 Note Purchase Agreement dated as of November 10, 2014 by and among Schneider National Leasing, Inc., as issuer, Schneider National, Inc., as parent guarantor, and the purchasers party thereto

S-1/A 10.4 333-215244 2/3/2017

10.4 Joinder and Amendment No.

2, dated as of September 5, 2018, to Amended and Restated Purchase Agreement dated as of March 31, 2011, as amended as of December 17, 2013, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (File No.

1-38054) filed on September 6, 2018).

10.5 Amended and Restated Stock Restriction Agreement (incorporated herein by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1 (Reg.

333-215244) filed on December 22, 2016)

10.6 Schneider Family Board Nomination Process Agreement (incorporated herein by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 (Reg.

333-215244) filed on December 22, 2016)

8-K 10.1 001-38054 9/6/2018

10.5 Amended and Restated Stock Restriction Agreement

S-1 10.6 333-215244 12/22/2016

10.6* Amended and Restated Schneider Family Board Nomination Process Agreement

10.7 Registration Rights Agreement, dated April 11, 2017, by and among Schneider National, Inc., Mary P.

37 unchanged sentences

Koller 2011 Trust and the Kathleen M.

Zimmermann 2011 Trust (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 12, 2017)

Zimmermann 2011 Trust

8-K 4.1 001-38054 4/12/2017

10.8+ Schneider National, Inc.

2017 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.9 to Amendment No.

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