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 Directors 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. He holds a Bachelor's Degree and a Master's Degree in Industrial and Management Engineering from Montana State University and a Doctorate 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 September 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 and holds a Bachelor's Degree in Marketing from the University of Akron (Ohio). Locally, he serves on the Board of Directors for New North Inc.

Lori Lutey, Chief Financial Officer and Executive Vice President

Lori Lutey has served as Chief Financial Officer and Executive Vice President since April 2011. Prior to joining Schneider, she was Vice President of Finance at FedEx Services, where she was responsible for financial planning and analysis for over $1 billion in annual expense and led all strategic and tactical financial support. Starting as a Financial Analyst, she advanced steadily during her 22-year career with FedEx Corporation, including serving as Vice President at FedEx Supply Chain Services and as Vice President and CFO of FedEx Trade Networks. She holds a Bachelor's Degree in Management Information Systems from Tennessee Tech University and a Master's Degree in Business Administration from the University of Memphis. Locally, she serves on the Board of Directors for LIVE542I8, a non-profit organization focused on obesity prevention.

Shaleen Devgun, Chief Information Officer and Executive Vice President

Shaleen Devgun has served as Chief Information Officer and Executive Vice President since July 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. He 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 Directors for 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 October 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 his senior leadership roles at Schneider, he spent the first 13 years of his career with Nielson Marketing Research, Trane and General Motors in a variety of Information Technology roles. He holds a Bachelor’s Degree in Business Administration from the University of Wisconsin-La Crosse, with a Minor in Computer Science. Locally, he actively serves on the Brown County United Way Board of Directors, of which he was previously chair. He also 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 August 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 and Freeport McMoRan. He holds a Bachelor's Degree in Social Work/Psychology from Juniata College, a Juris Doctor from Gonzaga University School of Law and a Master of Laws Degree from New York University School of Law. Admitted to the Texas Bar in 1993 and to the Wisconsin Bar in 2013, he also served as a Special Agent with the Federal Bureau of Investigation and is trained in emergency management. He is a member of the Texas and Wisconsin and American Bar Associations and the Phi Delta Phi Legal Honor Fraternity. Locally, he serves as a member of the Board of Directors for 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, as Chairman of the Board of Directors since 2014 and is a member of the Audit and Compensation Committees. He is a Principal of Flyway, LLC, a private investment company. Most recently, he served as the President and Chief Executive Officer of FedEx Ground, a wholly owned subsidiary of FedEx Corporation from 1998 until 2007. Previously, he was the Chairman, President and Chief Executive Officer of Caliber System and Chairman, President and Chief Executive Officer of Roadway Services. He has served as the Chairman of the Board of Directors of Computer Task Group, an IT solutions and staffing services company, since 2014 and as a member of its Board of Directors since 2002. Additionally, he is a current member of the Board of Directors of The Medical University of South Carolina Foundation where he serves as Vice Chairman of the Board of Directors. Previously, he served as a member of the Board of Directors of Pike Electric, Inc., GOS Express and Gevity, Inc. and is a former Federal Commissioner for the Flight 93 National Memorial Project in Somerset County, PA. He holds a Bachelor's Degree from Amherst College.

Thomas Gannon, Director

Thomas Gannon has served as a Director since 2005, and has served as Chairman of the Corporate Governance Committee and as a member of the Audit and Compensation Committees of the Board during his tenure. He joined Schneider in 1982. 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. He has been principally responsible for maintaining ownership control by the Schneider family through generational shifts and all matters relating to the company's shareholders and transactions in Company stock. During his tenure with Schneider, he also 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. He holds an Economics Degree from Marquette University and a Law Degree from the University of Wisconsin.

James R. Giertz, Director

James R. Giertz serves as a Director following his appointment in 2017. He served as Chief Financial Officer of H.B. Fuller Company, a formulator, manufacturer and marketer of specialty chemical products, from 2008 until 2016, after which he became Executive Vice President of the company until his retirement in February 2017. He currently serves as a member of the Board of Directors 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 and chairs the Audit Committee. 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. He is an investment professional and has sourced and managed numerous investments for Stella Point Capital. 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 Directors of First American Payment Systems Holdings, Inc., Rightpoint Consulting LLC and Intermex Holdings, Inc. He 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 chairs 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. Today, he also serves as a director of Anixter International Inc. He 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, chairs the Corporate Government Committee and is a member of the Compensation Committee. Since 2012, he has served on the Board of Directors of Cracker Barrel Old Country Store, Inc., an operator of stores and restaurants. He also served on the Board of Directors 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. He holds a Bachelor's Degree in Business Administration from the University of Iowa and a Master's Degree in Business Administration from Drake University.

Therese Koller, Director

Therese Koller has served as a Director following her appointment for the 2016 annual term. She engages in philanthropic work and serves on the boards of a variety of non-profit organizations. She holds a Bachelor 's Degree from the University of St. Thomas and a Master's Degree from the University of Pennsylvania.

R. Scott Trumbull, Director

R. Scott Trumbull has served as a Director since 2002 and is a member of the Audit Committee. Beginning in 2014, he has served on the Board of Directors of Columbus McKinnon Corporation, a global designer, manufacturer and marketer of material handling products for commercial and industrial end-user markets. Since 1999, he has served on the Board of Directors of Welltower Inc., a company that invests with seniors housing operators, post-acute providers and health systems to fund real estate and infrastructure. He also serves as a Director of Artisan Partners Funds, Inc., a registered mutual fund, and is a member of the Board of Trustees of ProMedica, a healthcare system with facilities throughout Northwest Ohio and Southeast Michigan. From 2003 until 2014, he was the Chief Executive Officer of Franklin Electric Co., Inc., a company that designs, manufactures and distributes water and fuel pumping systems. He has also served as Chairman of the Board of Franklin Electric from 2003 until 2015. Prior to his roles at Franklin Electric, he was Executive Vice President and Chief Financial Officer at Owens-Illinois, Inc., a global manufacturer of glass and plastic packaging products. He holds a Bachelor's Degree in Economics from Denison University and a Master' s Degree in Business Administration from Harvard Business School.

Kathleen Zimmermann, Director

Kathleen Zimmermann has served as a Director following her appointment for the 2017 annual term. 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. She 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 Adam Godfrey (Chair), Daniel Sullivan and R. Scott Trumbull. 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), Thomas Gannon, Adam Godfrey, Robert Grubbs, Daniel Sullivan, R. Scott Trumbull, Therese Koller 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