Schneider National Inc. - Investors

Executive Team

Mark Rourke, Chief Executive Officer and President

Mark Rourke is the chief executive officer and president of Schneider, a premier provider of transportation, logistics and intermodal services. Rourke joined Schneider in 1987 as a service team leader at the company's Seville, Ohio, location. Prior to assuming his current role, he was Schneider’s executive vice president and chief operating officer. Rourke has held a variety of leadership roles with increasing responsibility, including president of Truckload Services and general manager of Schneider Transportation Management. He holds a bachelor's degree in marketing from the University of Akron and has attended programs on corporate governance and strategic leadership at Harvard University. Rourke serves on the board of directors for The Shyft Group, United States Chamber of Commerce, and the Trucking Alliance. He is an active leader in Northeast Wisconsin, serving on the Transportation & Logistics Task Force of the Greater Green Bay Chamber.

Stephen Bruffett, Executive Vice President, Chief Financial Officer

Stephen Bruffett has served as Executive Vice President, Chief Financial Officer since 2018. Prior to joining Schneider, he served as Executive Vice President and Chief Financial Officer of Con-way Inc., a multinational freight transportation and logistics company. Previously, he held senior leadership positions at YRC Worldwide Inc., rising to the role of Executive Vice President and CFO, and finance leadership positions 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, Executive Vice President, Chief Information Officer

Shaleen Devgun has served as Executive Vice President, Chief Information Officer since 2015. He previously served as Vice President for Strategy, Planning and Solution Delivery. Prior to joining Schneider, Devgun spent over a decade 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. Locally, he serves on the Board of The Fox Cities Performing Arts Center.

Angela Fish, Senior Vice President, Human Resources

Angela Fish has served as Senior Vice President, Human Resources since 2019. She previously served as Vice President, Compensation and Benefits. 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. Fish is a graduate of Northern Michigan University and locally serves on the Board of the YMCA.

Dave Geyer, Executive Vice President, Group President of Transportion and Logistics

Dave Geyer has served as the Executive Vice President, Group President of Transportation and Logistics since 2019. He previously served as Senior Vice President, Group Manager of Truckload Services. Additionally, he previously has served as Senior Vice President, General Manager of Schneider’s largest division, Van Truckload, and led Schneider’s Global Commercial Services. Geyer holds a Bachelor of Science 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. Locally, he serves on the Board of Directors for the Northeastern Wisconsin chapter of the American Red Cross.

Thom Jackson, Executive Vice President, General Counsel

Thom Jackson has served as executive vice president and general counsel since 2019. Prior to joining Schneider, Jackson served as senior vice president, general counsel and secretary of Knowles Corporation, an electronic audio component manufacturer. Jackson holds a bachelor’s degree in mechanical engineering from Drexel University and both a juris doctor and Master of Business Administration from Villanova University.

Luellen Oskey, Director, Executive Administration

LuEllen Oskey has served as Director, Executive Administration since 2004. Oskey also serves as chairperson of the Schneider Foundation. The Schneider Foundation was established in 1982 to provide support for charitable and non-profit organizations. She began her career with Schneider in 1978 and has served in roles across Operations, Customer Service and Human Resources. Oskey’s community involvement includes serving as a member of the Board of Directors for the Meyer Theatre, where she also serves on the executive committee, and the Board of Directors for the CP Center, where she also serves on the Governance Committee.

Rob Reich, Executive Vice President, Chief Administrative Officer

Rob Reich has served as the Executive Vice President, Chief Administrative Officer since 2019. He previously served as Senior Vice President, Equipment, Maintenance and Driver Development. Reich has held several senior leadership positions during his tenure at Schneider across the Maintenance, Human Resources, Driver Development, Driver Training and Safety areas. Prior to joining Schneider, Reich served as an officer in the U.S. Army and was a member of the 1st Cavalry Division at Fort Hood, Texas. Reich 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. Additionally, Reich serves on the Board of the North American Council for Freight Efficiency since 2015 and has been the Chair since 2017.

Board of Directors

Jyoti Chopra, Director

Jyoti Chopra has served as a Director since January 2021 and is a member of the Compensation Committee. Since 2019, Chopra has served as Senior Vice President and Chief People, Inclusion and Sustainability Officer for MGM Resorts International, an entertainment and hospitality company that owns and operates integrated resorts across the United States and in Macau. She previously served as Senior Vice President and Global Leader for Diversity and Inclusion, HR Transformation and Operations at Pearson Plc from 2018 to 2019 and as Managing Director and Global Head of Diversity and Inclusion at BNY Mellon from 2012 to 2018. Chopra holds a bachelor’s degree in journalism from New York University and an MBA. from the University of Oxford. Additionally, she also completed the Securities Industry Institute at the Wharton School, University of Pennsylvania.

Mary P. DePrey, Director

Mary P. DePrey has served as a Director since 2018. She engages in philanthropic work and serves on the Boards of a variety of non-profit organizations. DePrey holds a bachelor’s degree from the College of St. Catherine.

James R. Giertz, Director

James R. Giertz has served as a Director since 2017 and is Chairman of the Audit Committee. He served as Chief Financial Officer of H.B. Fuller Company, a formulator, manufacturer and marketer of specialty chemical products, from 2008-2016 and Executive Vice President of the company until his retirement in 2017. He currently serves as a member of the Board of Hill-Rom Holdings, Inc., a medical technology company, and is also a member of that company’s Audit Committee. Giertz holds a bachelor’s degree from Iowa State University and an MBA Harvard University.

Adam P. Godfrey, Chairman of Board of Directors

Adam P. Godfrey has served as a Director since 2005 and as Chairman of the Board since 2019. He is a Managing Partner of Stella Point Capital, which he co-founded in 2012. Stella Point Capital is a New York-based private equity firm focused on industrial, consumer and business services investments. Previously, he spent nearly 19 years with Lindsay Goldberg and its predecessor entities, which he joined in 1992. Currently, he serves on the Board of First American Payment Systems Holdings, Inc.; Rightpoint Consulting LLC; International Money Express, Inc.; Vereco Holdings LLC and American Orthodontics Corporation. Godfrey holds a bachelor's degree from Brown University and an MBA from the Tuck School of Business at Dartmouth.

Robert W. Grubbs, Director

Robert W. Grubbs has been a Director since 2012 and is the Chairman of the Compensation Committee. He previously served as the Non-Executive Chairman of Ohio Transmission Corp., a distributor of motion control and related products and services; Non-Executive Chairman of Grand Northern Products (GNAP, LLC), a distributor of industrial abrasive products, equipment, specialty ceramics and ancillary services used in the applications of investment casting, metal stamping, machining, forging, remediation, coating and paving; and Director of Anixter International. From 1998-2008, he served as President and Chief Executive Officer of Anixter International Inc., a Chicago-based distributor of network and security, electrical and electronic and utility power solutions. Grubbs holds a bachelor's degree in business administration from the University of Missouri.

Robert M. Knight, Jr., Director

Robert M. Knight, Jr. has served as a Director since April 2020 and is a member of the Compensation Committee. He served as the Chief Financial Officer of Union Pacific Corporation, a transportation company that primarily operates one of the largest railroads in North America, from 2004 until his retirement in 2019. Previously he served on the Boards of Grupo Ferroviario Mexicano and TTX Company where he was Lead Director and Chair of TTX’s Compensation and Audit Committees. He holds a bachelor’s degree in business administration from Kansas State University and an MBA from Southern Illinois University.

Mark Rourke, Director

Paul J. Schneider, Director

Paul J. Schneider has served as a Director since April 2020 and is a member of the Corporate Governance Committee. He is the managing director of SLK Capital LLC, which he co-founded in 2013 and President of Bay Point Food Group. Schneider also serves on the Board of Trustees of Northwestern University. He holds a bachelor’s degree in economics Northwestern University, a master’s degree in information systems from the University of Wisconsin-Oshkosh and an MBA from The Kellogg School of Management at Northwestern University.

Daniel J. Sullivan, Director

Daniel J. Sullivan has served as a Director since 2009 and as Chairman of the Board from 2014-2019. He is a Principal of Flyway, LLC, a private investment company. Previously, he served as the President and Chief Executive Officer of FedEx Ground, a wholly owned subsidiary of FedEx, from 1998-2007; Chairman, President and Chief Executive Officer of Caliber System; and Chairman, President and Chief Executive Officer of Roadway Services. Since 2014, he has served as the Chairman of the Board of Computer Task Group, an IT solutions and staffing services company, and as a member of its Board since 2002. Additionally, Sullivan is on the Board of Advisors of Package Solutions, Inc. and Aviation Investment Partners. He is a former Vice Chairman of the Board of The Medical University of South Carolina Foundation and has also served on the Boards of Pike Electric, Inc.; GDS Express and Gevity, Inc.; and is a former Federal Commissioner for the Flight 93 National Memorial Project. Sullivan holds a bachelor's degree from Amherst College.

John A. Swainson, Director

John A. Swainson has served as a Director since 2019. He is an investor, board member and Executive Partner at Siris Capital, a New York-based private equity firm. Previously, he was President of the Dell Software group from 2012-2016 and served as a Senior Advisor to Silver Lake, a large technology focused private equity firm. Swainson was also the Chief Executive Officer and Director of CA Technologies and held a series of senior leadership roles during a 26-year career at IBM. He holds a bachelor’s degree in applied science from the University of British Columbia and has attended numerous executive education programs at Wharton and Harvard. Swainson sits on the Board of Visa, Inc. and on the advisory board of Midis Group. He was formerly on the boards of Broadcom, Inc.; Cadence Design Systems and Assurant.

James L. Welch, Director

James L. Welch has served as a Director since 2018. He served as Chief Executive Officer of YRC Worldwide from 2011 until his retirement in 2018. Prior to returning to YRC Worldwide in 2011, he was the President and Chief Executive Officer of Dynamex Inc., a position he took following a 29-year career at Yellow Transportation, a YRC Worldwide subsidiary. He began his career with Yellow and served as President and Chief Executive Officer from 2000-2007. Additionally, he is a Director at SkyWest, Inc. since 2007 and serves on the Audit, Governance and Safety committees. Welch holds a bachelor’s degree from West Texas A&M University and has attended the executive development program at Yale University and the center for service leadership at Arizona State University.

Corporate Governance Documents

Date Download

April 3, 2017 Audit Committee Charter

March 27, 2017 Compensation Committee Charter

March 20, 2017 Corporate Governance Committee Charter

March 13, 2017 Code Of Conduct

March 12, 2017 Insider Trading Policy Anti-Bribery Antitrust

March 10, 2017 Code Of Ethics For CEO and Sr. Financial Officers

March 6, 2017 Corporate Governance Guidelines

Committee Composition

Board Committees

Audit Committee

The Audit Committee consists of James R. Giertz (Chair), John A. Swainson and James L. Welch. This committee assists the Board in overseeing our accounting and financial reporting processes and the audits of financial statements. In addition, the Audit Committee will be establishing the scope of the company’s annual audit, review the report and comments of the company’s independent registered public accounting firm, be directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm and will perform any other activities delegated to the committee by the Board of Directors.

Compensation Committee

The Compensation Committee consists of Robert W. Grubbs (Chair), Robert M. Knight, Jr., Daniel J. Sullivan and Jyoti Chopra. This committee is responsible for assisting the Board of Directors in discharging its responsibilities relating to establishing and reviewing the compensation of our officers and approving, overseeing and monitoring incentive and other benefit plans for employees and performing any other activities delegated to the committee by the Board of Directors.

Corporate Governance Committee

The Corporate Governance Committee consists of James L. Welch (Chair), Mary P. DePrey, James R. Giertz, Adam P. Godfrey, Robert W. Grubbs, Paul J. Schneider, Daniel J. Sullivan and John A. Swainson. This committee assists the Board of Directors in identifying individuals qualified to become members of our Board of Directors, consistent with criteria established by the Board and in developing our corporate governance principles. The committee’s responsibilities include selecting individuals to be proposed for nomination as Directors of the company, nominating individuals for election as Directors of the company, establishing and nominating Directors for appointment to committees of the Board of Directors, reviewing the performance and qualifications of Directors, reviewing and recommending policies to the Board of Directors and establishing and reviewing compensation for the Board of Directors and performing any other activities delegated to the committee by the Board of Directors.

Our Amended and Restated Bylaws provide that those members of our Corporate Governance Committee who are not members of the Schneider family shall serve as trustees of the Voting Trust in accordance with the terms of the Voting Trust. The Amended and Restated Bylaws also provide that the Chairman of our Corporate Governance Committee shall be an individual who is not a member of the Schneider family, and that the Corporate Governance Committee shall at all times be comprised of each Director that is a member of the Schneider family and up to six Directors who are not members of the Schneider family.

Governance