Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control
In May 2023, we began the implementation of a new ERP system which replaced our core financial systems. The new ERP system was designed to increase the efficiency and accuracy of data by streamlining data sources, simplifying complex processes, and reducing manual processes. As part of the implementation process, we made several modifications to our internal control processes and procedures which did not result in significant changes in our internal control over financial reporting.
There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
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.
Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Based on this assessment, management believes that as of December 31, 2023, our internal control over financial reporting was effective.
On August 1, 2023, we completed our acquisition of M&M 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 M&M from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023.
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The total assets of M&M constitute approximately 5.7% of the Company’s consolidated total assets as of December 31, 2023, while operating revenues constitute approximately 1.3% of the Company’s total revenues on December 31, 2023. See Note 2, Acquisition , for additional information.
The effectiveness of internal control over financial reporting as of December 31, 2023, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm that also audited our consolidated financial statements. Deloitte & Touche LLP’s attestation report on internal control over financial reporting is included herein.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
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 2024 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, 2023.
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. We have posted a copy of our Code of Conduct and Code of Ethics for CEO and Senior Financial Officers on the “Investors - Governance” section of our website at www.schneider.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Conduct and Code of Ethics for CEO and Senior Financial Officers by posting such information on the “Investors” section of our website at www.schneider.com. 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 23, 2024, together with their ages, positions, and business experience are below:
Name Age Position
Mark B. Rourke 59 President, Chief Executive Officer and Director
Darrell G. Campbell 45 Executive Vice President, Chief Financial Officer
Shaleen Devgun 51 Executive Vice President, Chief Innovation & Technology Officer
James Filter 53 Executive Vice President, Group President of Transportation & Logistics
Angela Fish 52 Executive Vice President, Human Resources
Thomas G. Jackson 58 Executive Vice President, General Counsel & Corporate Secretary
Robert Reich 57 Executive Vice President, Chief Administrative Officer
Mark B. 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. Mr. Rourke 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. Mr. 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 Shyft Group, the Trucking Alliance, and the Green Bay Packers.
Darrell G. Campbell has served as our Executive Vice President and Chief Financial Officer since September 2023. Prior to joining Schneider, Mr. Campbell served as Group Vice President of Strategy and Finance for JM Family Enterprises, Inc. since 2022. Previously, he served as the Chief Financial Officer for Carnival Cruise Line from 2021 to 2022 and Corporate Treasurer of Carnival Corporation & plc from 2017 to 2021. Mr. Campbell also spent 14 years at PricewaterhouseCoopers LLP through 2017, including serving as an audit partner. Campbell is a licensed certified public accountant. He holds a bachelor’s degree in accounting and management from the University of the West Indies, as well as master’s degrees in international business from the University of Florida, and in accounting from Florida International University.
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. Mr. 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 as chief advisor to TitletownTech, a venture fund founded by the Green Bay Packers and Microsoft Corporation.
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James Filter has served as our Executive Vice President, Group President of Transportation and Logistics since April 2022. Prior to assuming his current role, 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. Mr. 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 March 2022. Prior to being promoted to that role, Ms. Fish served as Senior Vice President of Human Resources since 2019. Ms. Fish joined Schneider in 1996 and during her tenure has held senior leadership roles across the human resources, benefits, and compensation areas. Prior to joining Schneider, Ms. Fish worked at the University of Michigan. She holds a business degree from Northern Michigan University and locally serves on the Board of the Greater Green Bay YMCA.
Thomas G. Jackson has served as Executive Vice President, General Counsel and Corporate Secretary 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. Mr. Jackson holds both a juris doctor and a master of business administration from Villanova University, and 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.
ITEM 11. 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,” 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, 2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table summarizes share and exercise price information about our equity compensation plans as of December 31, 2023. All of our equity compensation plans pursuant to which grants are currently being made have been approved by our shareholders.
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (1)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity compensation plans approved by security holders 2,207,864 $ 22.33 3,570,585
Equity compensation plans not approved by security holders — — —
Total 2,207,864 $ 22.33 3,570,585
(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.
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, 2023.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated herein by reference to the information set forth under the caption “Corporate Governance” 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, 2023.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 is incorporated herein by reference to the information set forth under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” 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, 2023.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements
Our consolidated financial statements are included in Part II, Item 8, above.
(2) Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts (in millions)
Allowance for Doubtful Accounts and Revenue Adjustments for the Year Ended Balance at Beginning of Year Charged to Expense / Against Revenue Write-offs—Net of Recoveries Balance at
End of Year
December 31, 2021 $ 3.7 $ 2.3 $ ( 0.8 ) $ 5.2
December 31, 2022 5.2 10.6 ( 2.1 ) 13.7
December 31, 2023 13.7 7.9 ( 6.6 ) 15.0
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.
(3) Exhibits
Incorporated by Reference Herein
Exhibit
Number Exhibit Description Form Exhibit File No. Filing Date
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
9.1 Amended and Restated 1995 Schneider National, Inc. 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
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
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-K 10.6 001-38054 2/17/2023
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10.7 Registration Rights Agreement, dated April 11, 2017, by and among Schneider National, Inc., Mary P. DePrey, Therese A. Koller, Paul J. Schneider, Thomas J. Schneider, Kathleen M. Zimmermann, the Donald J. Schneider Childrens Trust #1 f/b/o Mary P. DePrey, the Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey, the Donald J. Schneider Childrens Trust #1 f/b/o Paul J. Schneider, the Donald J. Schneider Childrens Trust #2 f/b/o Paul J. Schneider, the Donald J. Schneider Childrens Trust #1 f/b/o Therese A. Koller, the Donald J. Schneider Childrens Trust #2 f/b/o Therese A. Koller, the Donald J. Schneider Childrens Trust #1 f/b/o Thomas J. Schneider, the Donald J. Schneider Childrens Trust #2 f/b/o Thomas J. Schneider, the Donald J. Schneider Childrens Trust #1 f/b/o Kathleen M. Zimmermann, the Donald J. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann, the Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey, the Donald J. Schneider 2000 Trust f/b/o Therese A. Koller, the Donald J. Schneider 2000 Trust f/b/o Paul J. Schneider, the Donald J. Schneider 2000 Trust f/b/o Thomas J. Schneider, the Donald J. Schneider 2000 Trust f/b/o Kathleen M. Zimmermann, the Paul J. Schneider 2011 Trust, the Mary P. DePrey 2011 Trust, the Therese A. Koller 2011 Trust and the Kathleen M. Zimmermann 2011 Trust
8-K 4.1 001-38054 4/12/2017
10.8+ Schneider National, Inc. 2017 Omnibus Incentive Plan
S-1/A 10.9 333-215244 3/7/2017
10.9+ Schneider National, Inc. Senior Management Incentive Plan
S-1/A 10.10 333-215244 3/7/2017
10.10+ Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement
S-1/A 10.13 333-215244 3/7/2017
10.11+ Form of Schneider National, Inc. Director Restricted Stock Unit Award Agreement (Annual Meeting Awards)
S-1/A 10.14 333-215244 3/7/2017
10.12+ Schneider National, Inc. Omnibus Long-Term Incentive Plan
S-1/A 10.18 333-215244 3/7/2017
10.14+ Schneider National, Inc. Long-Term Incentive Plan
S-1/A 10.22 333-215244 3/7/2017
10.15+ Schneider National, Inc. Long-Term Incentive Award Agreement (Restricted Cash)
S-1/A 10.23 333-215244 3/7/2017
10.16+ Schneider National, Inc. 2005 Supplemental Savings Plan as Amended and Restated July 25, 2022
10-K 10.16 001-38054 2/17/2023
10.17+ First Amendment to Schneider National, Inc. 2005 Supplemental Savings Plan
S-1/A 10.25 333-215244 3/7/2017
10.18+ Form of Schneider National, Inc. Pre-IPO Key Employee Non-Compete and No-Solicitation Agreement
S-1/A 10.26 333-215244 3/7/2017
10.19+ Form of Schneider National, Inc. Post-IPO Non-Compete and No-Solicitation Agreement
S-1/A 10.27 333-215244 3/7/2017
10.20+ Form of Schneider National, Inc. Pre-IPO Key Employee Confidentiality Agreement
S-1/A 10.28 333-215244 3/7/2017
10.21+ Form of Schneider National, Inc. Post-IPO Confidentiality Agreement
S-1/A 10.29 333-215244 3/7/2017
10.22+ Schneider National, Inc. Director Deferred Compensation Program
S-1/A 10.30 333-215244 3/7/2017
10.23+ Schneider National, Inc. Employee Stock Purchase Plan, dated as of February 1, 1985, as amended as of March 17, 2017
S-8 4.3 333-217301 3/17/2017
10.24+ Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2018)
10-Q 10.5 001-38054 4/30/2018
10.25+ Form of Schneider National, Inc. Non-Compete and Non-Solicitation Agreement (2018)
10-Q 10.6 001-38054 4/30/2018
10.26+ Form of Schneider National, Inc. Confidentiality Agreement (2018)
10-Q 10.7 001-38054 4/30/2018
10.27+ Form of Schneider National, Inc. Restricted Share Award Agreement (2021)
10-Q 10.1 001-38054 4/29/2021
10.28+ Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2021)
10-Q 10.2 001-38054 4/29/2021
10.29+ Form of Schneider National, Inc. Performance-Based Restricted Share Award Agreement (2021)
10-Q 10.3 001-38054 4/29/2021
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10.30+ Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2021)
10-Q 10.4 001-38054 4/29/2021
10.31+ Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2021)
10-Q 10.5 001-38054 4/29/2021
10.32 Amendment No. 3 to Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended as of December 17, 2013 and as further amended and restated as of September 5, 2018, 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
8-K 10.1 001-38054 8/2/2021
10.33+ Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2022)
10-Q 10.1 001-38054 4/29/2022
10.34+ Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2022)
10-Q 10.2 001-38054 4/29/2022
10.35+ Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2022)
10-Q 10.3 001-38054 4/29/2022
10.36+ Form of Schneider National, Inc. Director Restricted Stock Unit Award Agreement (2022)
10-Q 10.4 001-38054 4/29/2022
10.37+ Schneider National, Inc. Deferred Equity Plan
10-Q 10.1 001-38054 7/28/2022
10.38 Credit Agreement dated as of November 4, 2022, among Schneider National Leasing, Inc., the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
8-K 10.1 001-38054 11/7/2022
10.39+ Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2023)
10-Q 10.1 001-38054 4/27/2023
10.40+ Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2023)
10-Q 10.2 001-38054 4/27/2023
10.41+ Form of Schneider National, Inc. Director Restricted Stock Unit Award Agreement (2023)
10-Q 10.3 001-38054 4/27/2023
10.42+ Schneider National, Inc. Executive Change of Control Severance Plan
10-Q 10.4 001-38054 4/27/2023
10.43 Amendment No. 4, dated as of June 1, 2023, to Amended and Restated Receivables Purchase Agreement, dated as of March 31, 2011, as amended as of December 17, 2013, as amended and restated as of September 5, 2018, and as further amended on July 30, 2021, 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
8-K 10.1 001-38054 6/7/2023
10.44+ Schneider National, Inc. Senior Management Incentive Plan, as amended and restated effective July 17, 2023
8-K 10.1 001-38054 7/18/2023
10.45 Private Shelf Agreement dated as of June 17, 2020 among Schneider National Leasing, Inc., PGIM, Inc. and the other parties thereto
8-K 10.1 001-38054 9/1/2023
10.46 Amendment No. 1 to Private Shelf Agreement dated as of July 28, 2020 among Schneider National Leasing, Inc., PGIM, Inc. and the other parties thereto
8-K 10.2 001-38054 9/1/2023
10.47 Amendment No. 2 to Private Shelf Agreement dated as of July 28, 2023 among Schneider National Leasing, Inc., PGIM, Inc. and the other parties thereto
8-K 10.3 001-38054 9/1/2023
10.48 Form of Parent Guaranty Agreement (included in Exhibit 10.45) 8-K 10.1 001-38054 9/1/2023
10.49 Form of Note (included in Exhibit 10.45) 8-K 10.1 001-38054 9/1/2023
19* Schneider National, Inc. Insider Trading Policy
21.1* Subsidiaries of Schneider National, Inc.
23.1* Consent of Deloitte & Touche LLP
31.1* Certification pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2* Certification pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97* Schneider National, Inc. Compensation Recovery Policy
101.INS* XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
104* The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL.
* Filed herewith.
** Furnished herewith.
+ Constitutes a management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SCHNEIDER NATIONAL, INC.
Date: February 23, 2024 /s/ Mark B. Rourke
Mark B. Rourke
President and Chief Executive Officer
(Principal Executive Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2024.
Signature Title
/s/ James L. Welch
James L. Welch Chairman of the Board of Directors
/s/ Jyoti Chopra
Jyoti Chopra Director
/s/ James R. Giertz
James R. Giertz Director
/s/ Robert W. Grubbs
Robert W. Grubbs Director
/s/ Robert M. Knight, Jr.
Robert M. Knight, Jr. Director
/s/ Therese A. Koller
Therese A. Koller Director
/s/ Mark B. Rourke
Mark B. Rourke Director
/s/ Julie Streich
Julie Streich Director
/s/ John A. Swainson
John A. Swainson Director
/s/ Kathleen Zimmerman
Kathleen Zimmerman Director
/s/ Mark B. Rourke
Mark B. Rourke President and Chief Executive Officer (Principal Executive Officer)
/s/ Darrell G. Campbell
Darrell G. Campbell Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Shelly A. Dumas-Magnin
Shelly A. Dumas-Magnin Vice President and Controller (Principal Accounting Officer)
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