Schneider National Inc. - Investors

Executive Team

Christopher B. Lofgren, Chief Executive Officer, President and Director

Christopher B. Lofgren has served as Chief Executive Officer and President, and as a Director, since 2002. He joined Schneider in 1994 as Vice President of Engineering and Systems. During his tenure with Schneider, he has also served as Chief Information Officer and Chief Operating Officer. He currently serves on the Board of CA Technologies and the U.S. Chamber of Commerce. Locally, he is a member of the Senior Advisory Council for Junior Achievement of Brown County (Wisconsin). Before joining Schneider, he held positions at Symantec Corporation, Motorola and CAPS Logistics. Lofgren holds a bachelor's degree and a master's degree in industrial and management engineering from Montana State University and a doctorate degree in industrial and systems engineering from The Georgia Institute of Technology. In October 2009, he was inducted into the National Academy of Engineering.

Mark Rourke, Chief Operating Officer and Executive Vice President

Mark Rourke has served as Chief Operating Officer and Executive Vice President since 2015. He previously served as President of Truckload Services. Additionally, he also previously served as General Manager of Schneider Transportation Management and held a variety of leadership roles with increasing responsibility, including Vice President of Customer Service, Director of Transportation Planning for Customer Service, Midwest Area Service Manager and Director of Driver Training. He joined Schneider in 1987 as a Service Team Leader at the company's Seville, Ohio, location. Rourke holds a bachelor's degree in marketing from the University of Akron. Locally, he serves on the Board of New North Inc.

Stephen Bruffett, Chief Financial Officer and Executive Vice President

Stephen Bruffett has served as Chief Financial Officer and Executive Vice President since April 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, from 2008 until 2015. Previously, he held senior leadership positions at YRC Worldwide Inc., rising to the role of Executive Vice President and CFO, and 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, Chief Information Officer and Executive Vice President

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

Steve Matheys, Chief Administrative Officer and Executive Vice President

Steve Matheys has served as Chief Administrative Officer and Executive Vice President since 2009. He joined Schneider in 1994 and held progressive leadership roles in Information Technology before being promoted to Executive Vice President and Chief Information Officer in 2001. In 2004, he became Executive Vice President, Sales and Marketing, adding Customer Service accountabilities in 2006 and Global Account Management in 2008 prior to moving into his current role. In addition to senior leadership roles at Schneider, his career includes a range of Information Technology roles with Nielson Marketing Research, Trane and General Motors. Matheys holds a bachelor’s degree in business administration from the University of Wisconsin-La Crosse. Locally, he actively serves on the Board of The Brown County United Way and is a member of the Wharton Research Advisory Group (RAG) for Human Resources.

Paul Kardish, General Counsel, Secretary and Executive Vice President

Paul Kardish has served as General Counsel, Secretary and Executive Vice President since 2013. Prior to joining Schneider, he had more than 20 years of broad ranging corporate legal, human resources, corporate governance/compliance, security and government relations experience. His career includes work at several Fortune 250 companies spanning multiple industries, including Honeywell, Intel, Micron, Freeport-McMoRan and he served as a Special Agent with the Federal Bureau of Investigation. Kardish holds a bachelor's degree in social work/psychology from Juniata College, a law degree from Gonzaga University School of Law and a master of laws degree from New York University School of Law. He is a member of the Texas and Wisconsin and American Bar Associations, the Phi Delta Phi Legal Honor Fraternity. Locally, he serves as a member of the Board of The American Red Cross-Northeastern Wisconsin.

Board of Directors

Daniel Sullivan, Chairman of Board of Directors

Daniel Sullivan has served as a Director since 2009 and as Chairman of the Board since 2014. 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 until 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, he is Vice Chairman of the Board of The Medical University of South Carolina Foundation. He has also served on the Boards of Pike Electric, Inc., GOS 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.

Mary DePrey, Director

Mary 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.

Thomas Gannon, Director

Thomas Gannon has served as a Director since 2005. He joined Schneider in 1982 and since 1984, he has served as a financial, tax and philanthropic adviser to multiple generations and family branches of the Schneider family and related trusts. During his tenure with Schneider, he served as the Chief Financial Officer from 1989 until 2005, and the Secretary of the company from 1991 until 2015. He has also served as a Director of the Little Rapids Corporation, where he was Chairman of the Audit and Compensation Committees from 2001 until 2015, and as a Director of Aearo Technologies, Inc. from 2006 until 2008, where he served as Chairman of the Audit Committee. Gannon holds an economics degree from Marquette University and a law degree from the University of Wisconsin.

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 until 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 a master’s degree in business administration from Harvard University.

Adam Godfrey, Director

Adam Godfrey has served as a Director since 2005. 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 and Intermex Holdings, Inc. Godfrey holds a bachelor's degree from Brown University and a master's degree in business administration from the Tuck School of Business at Dartmouth.

Robert Grubbs, Director

Robert Grubbs has been a Director since 2012 and is the Chairman of the Compensation Committee. He serves as the Non-Executive Chairman of Ohio Transmission Corp., a distributor of motion control and related products and services. Additionally, he serves as 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. From 1998 to 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. He also currently serves as a Director of Anixter International. Grubbs holds a bachelor's degree in business administration from the University of Missouri.

Norman Johnson, Director

Norman Johnson has served as a Director since 2006 and is the Chairman of the Governance Committee. Since 2012, he has served on the Board of Cracker Barrel Old Country Store, Inc., an operator of stores and restaurants. He also served on the Board of CIRCOR International, Inc., a manufacturer of valves and other highly engineered products and sub-systems used in the energy, aerospace and industrial markets from 2012 until 2016. Previously he served as President, Chairman and Chief Executive Officer of CLARCOR Inc., a diverse filtration company, and later served as the Executive Chairman of the company until his retirement in 2012. Johnson holds a bachelor's degree in business administration from the University of Iowa and a master's degree in business administration from Drake University.

James L. Welch, Director

James L. Welch has served as a Director since 2018. He served as Chief Executive Officer of YRC Worldwide from July 2011 until April 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.

Kathleen Zimmermann, Director

Kathleen Zimmermann has served as a Director since 2017. She is currently a real estate investor and holds her real estate license. Previously, she held a variety of sales leadership roles throughout her career, including Schneider Communications, Frontier Communications and Global Crossing. Zimmermann holds a bachelor's degree in marketing from Marquette 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 6, 2017 Corporate Governance

Committee Composition

Board Committees

Audit Committee

The Audit Committee consists of James R. Giertz (Chair), Adam Godfrey 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 Grubbs (Chair), Norman Johnson and Daniel Sullivan. 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 Norman Johnson (Chair), Mary DePrey, Thomas Gannon, James R. Giertz, Adam Godfrey, Robert Grubbs, Daniel Sullivan, James L. Welch, and Kathleen Zimmermann. 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