SCHNEIDER NATIONAL, INC., DEF 14A filed on 3/17/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Schneider National, Inc.
Entity Central Index Key 0001692063
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
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)
Value of initial fixed $100
investment based on:
Net income
(GAAP)(6)
(h)
Operating
earnings
(6)(7)
(i)
Total
shareholder
return
(f)
Peer group
total
shareholder
return
(5)
(g)
2025 $ 7,380,101 $ 2,387,536 $ 1,761,703 $ 933,554 $ 137.22 $ 149.32 $ 104 $ 169
2024 $ 9,264,232 $ 11,135,930 $ 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
(1)
The CEO in all five reporting years is Mark B. Rourke. The NEOs in the 2024 and 2025 reporting years 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.
(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
2025 $ (5,704,174) $ 3,862,367 $ (2,880,024) $ (429,134) $ 158,401 $ 711,609
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
Average Non-PEO NEO
2025 $ (1,019,383) $ 690,237 $ (462,076) $ (55,571) $ 18,644 $ $ 191,234
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
(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 2025 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 2025, our Compensation Committee approved, consistent with pre-approved guidelines, an adjustment to 1H Operating Earnings performance to exclude the $0.45M negative impact of judgment-related interest accrued in connection with an adverse verdict stemming from a 2017 incident. Any adjustments made prior to 2025 are as described in the corresponding proxy filings.
       
Company Selected Measure Name Operating earnings        
Named Executive Officers, Footnote
(1)
The CEO in all five reporting years is Mark B. Rourke. The NEOs in the 2024 and 2025 reporting years 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.
       
Peer Group Issuers, Footnote
(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 2025 Form 10-K. See page [38] for the TSR measurement periods used for each fiscal year.
       
PEO Total Compensation Amount $ 7,380,101 $ 9,264,232 $ 5,794,256 $ 6,885,881 $ 6,752,188
PEO Actually Paid Compensation Amount $ 2,387,536 11,135,930 1,989,593 6,957,044 11,257,776
Adjustment To PEO Compensation, Footnote
(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
2025 $ (5,704,174) $ 3,862,367 $ (2,880,024) $ (429,134) $ 158,401 $ 711,609
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
Average Non-PEO NEO
2025 $ (1,019,383) $ 690,237 $ (462,076) $ (55,571) $ 18,644 $ $ 191,234
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
       
Non-PEO NEO Average Total Compensation Amount $ 1,761,703 1,954,195 1,266,373 1,787,456 1,878,416
Non-PEO NEO Average Compensation Actually Paid Amount $ 933,554 2,286,337 412,195 1,756,329 2,951,458
Adjustment to Non-PEO NEO Compensation Footnote
(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
2025 $ (5,704,174) $ 3,862,367 $ (2,880,024) $ (429,134) $ 158,401 $ 711,609
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
Average Non-PEO NEO
2025 $ (1,019,383) $ 690,237 $ (462,076) $ (55,571) $ 18,644 $ $ 191,234
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
       
Tabular List, Table
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.
[MISSING IMAGE: ic_operating-ko.gif]
[MISSING IMAGE: ic_earnings-ko.gif]
[MISSING IMAGE: ic_return-ko.gif]
[MISSING IMAGE: ic_relative-ko.gif]
OPERATING
EARNINGS*
(1)
EARNINGS BEFORE
TAXES (EBT)
RETURN ON
CAPITAL (ROC)
RELATIVE TSR
We consider Operating Earnings to be the most important financial measure used to link pay with performance in 2025 because it (1) determines 100% and 80% of the annual cash incentive award payout for our PEO and other NEOs, respectively, (2) is highly correlated to EBT and ROC performance, which are used in the performance share/PSUs program, and (3) is a key metric of focus for investors and therefore highly correlated to stock price performance.
       
Total Shareholder Return Amount $ 137.22 156.87 134.36 121.9 138.33
Peer Group Total Shareholder Return Amount 149.32 156.71 154.31 127.96 155.22
Net Income (Loss) $ 104,000,000 $ 117,000,000 $ 239,000,000 $ 458,000,000 $ 405,000,000
Company Selected Measure Amount 169,000,000 165,000,000 296,000,000 610,000,000 532,000,000
PEO Name Mark B. Rourke        
Operating Income (Loss) $ (450,000)        
Measure:: 1          
Pay vs Performance Disclosure          
Name OPERATING EARNINGS        
Non-GAAP Measure Description
(7)
Updated naming from EBIT to Operating Earnings for 2023; actual metric is the same. In 2025, our Compensation Committee approved, consistent with pre-approved guidelines, an adjustment to 1H Operating Earnings performance to exclude the $0.45M negative impact of judgment-related interest accrued in connection with an adverse verdict stemming from a 2017 incident. Any adjustments made prior to 2025 are as described in the corresponding proxy filings.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name EARNINGS BEFORE TAXES (EBT)        
Measure:: 3          
Pay vs Performance Disclosure          
Name RETURN ON CAPITAL (ROC)        
Measure:: 4          
Pay vs Performance Disclosure          
Name RELATIVE TSR        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (5,704,174) $ (7,826,878) $ (4,703,533) $ (4,404,255) $ (3,744,805)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 711,609 9,698,577 898,869 4,475,418 8,250,393
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,862,367 9,860,029 1,569,705 3,879,453 4,678,511
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,880,024) 463,473 (1,204,169) 991,183 3,032,155
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (429,134) (756,784) 453,389 (568,661) 307,725
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 158,401 131,860 79,945 173,443 232,002
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,019,383) (1,269,123) (766,663) (776,820) (756,014)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 191,234 1,601,264 (87,515) 745,693 1,829,056
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 690,237 1,598,622 206,114 684,450 949,705
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (462,076) 63,164 (91,691) 148,922 731,558
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (55,571) (82,529) 65,954 (119,239) 94,194
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (273,671)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 18,644 $ 22,008 $ 5,779 $ 31,559 $ 53,600
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method
The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing MNPI Considered false
Award Timing, How MNPI Considered
The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true