SCHNEIDER NATIONAL INC CLASS B (SNDR)
Sector: Industrials
2026 Annual Meeting Analysis
SCHNEIDER NATIONAL INC CLASS B · Meeting: April 30, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Knight is classified as non-independent by the board (his son is an audit partner at the company's auditor, Deloitte) yet he serves on the Compensation Committee; our policy requires a No vote for any non-independent director who serves on the compensation committee.
For Analysis
Independent director with relevant skills in strategy, human capital, and sustainability; 3-year TSR peer gap of -19.9pp does not cross the 20pp trigger threshold for directors with negative absolute TSR, and no other disqualifying flags identified.
Schneider family nominee serving pursuant to the binding Family Nomination Agreement; 3-year TSR peer gap of -19.9pp does not cross the 20pp trigger threshold, and no overboarding, attendance, or independence-on-committees issues identified.
Independent director and outgoing Audit Committee Chair with strong financial expertise; 3-year TSR peer gap of -19.9pp does not cross the 20pp trigger threshold and no other disqualifying flags identified.
Newly nominated director with relevant skills; as a new nominee he has not yet served on the board and therefore no TSR tenure overlap applies, and no other disqualifying flags identified.
CEO and executive director; the 3-year TSR peer gap of -19.9pp does not cross the 20pp trigger threshold applicable to directors with negative absolute TSR, and no other disqualifying flags are identified separate from the Say on Pay evaluation.
Schneider family nominee serving pursuant to the binding Family Nomination Agreement; 3-year TSR peer gap of -19.9pp does not cross the 20pp trigger threshold, and no overboarding, attendance, or independence-on-committees issues identified.
Independent director with financial expertise, incoming Audit Committee Chair; 3-year TSR peer gap of -19.9pp does not cross the 20pp trigger threshold and no other disqualifying flags identified.
Independent director and Corporate Governance Committee Chair with technology and public company experience; 3-year TSR peer gap of -19.9pp does not cross the 20pp trigger threshold and no other disqualifying flags identified.
Independent Chairman of the Board with core industry and CEO experience, transitioning to Lead Independent Director role; 3-year TSR peer gap of -19.9pp does not cross the 20pp trigger threshold and no other disqualifying flags identified.
Nine of ten director nominees receive a FOR vote. The sole AGAINST is Robert M. Knight, Jr., who is classified as non-independent by the board yet sits on the Compensation Committee — a direct violation of our policy requiring committee independence. The 3-year TSR peer gap of -19.9pp falls just inside the 20pp threshold for companies with negative absolute TSR, so no TSR-based trigger fires for any director. Note that Schneider is a controlled company under NYSE rules, and two board seats are reserved for rotating Schneider family members under a binding nomination agreement through 2040.
Say on Pay
✓ FORCEO
Mark B. Rourke
Total Comp
$7,380,101
Prior Support
99.5%%
CEO total compensation of $7.38M is reasonable for the role at a $4.2B transportation company and is benchmarked around the 50th percentile of the company's disclosed peer group per the proxy. Pay mix is appropriately weighted toward variable compensation — the proxy discloses 68% of CEO target total direct compensation is in long-term incentives, well above the 50% minimum threshold. Incentive pay is genuinely at risk and performance-linked: the 2023-2025 performance stock awards paid out at 0% because financial results fell far short of threshold, and the 2025 annual bonus paid out at only ~36% of target due to weak second-half operating earnings — demonstrating that the incentive structure works as intended. Prior-year Say on Pay support was 99.5%, so no shareholder concern flag applies.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte is a Big 4 firm appropriate for a $4.2B market cap company. Auditor tenure was not disclosed in the proxy text provided, so the tenure trigger cannot fire per policy. No fee data was included in the filing excerpt provided, so the non-audit fee ratio trigger cannot be evaluated; absent confirmed data triggering a No vote, the default is FOR. No material restatements were identified.
Overall Assessment
The 2026 Schneider National ballot contains four proposals: director elections, auditor ratification, an equity plan amendment, and Say on Pay. The primary governance concern is Robert M. Knight, Jr., a non-independent director sitting on the Compensation Committee, which triggers an AGAINST vote under our independence policy; all other directors pass the applicable screens including the TSR peer-gap test, which narrowly misses the 20pp trigger at -19.9pp.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing