SNDRNYSESEC EDGAREDGAR

Schneider National, Inc.

Trucking (No Local)·GREEN BAY, WI·FY end 12/31·CIK 1692063

Board of Directors

10 members · 7 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Jyoti ChopraDirector5y62CompNCG$275,020
Mary P. DePreyDirector2y67NCG$291,867
James R. GiertzDirector9y69AuditNCGComp$300,020
Robert M. KnightDirector6y68CompNCG
Austin M. RamirezDirector47Audit
Mark B. RourkeCEO and Director7y61
Paul J. SchneiderDirector4y52NCG
Julie K. StreichDirector3y55AuditNCG$280,020
John A. SwainsonDirector7y71NCGAudit$295,020
James L. WelchLead Independent Director8y71Comp$375,020

Risk-factor diff

FY 2025 10-K vs. FY 2024
+26 new27 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

Additionally, our responses to any union organizing efforts could negatively impact how our brand is perceived and have adverse effects on our business, including on our financial results. These responses could also expose us to legal risk or

NEW · FY 2025

reputational harm and cause us to incur costs to defend legal and regulatory actions. Moreover, any labor disputes or work stoppages, whether or not such actions culminate in a successful unionization campaign, could disrupt our operations and have a material adverse effect on our financial results.

NEW · FY 2025

In July 2025, the UP announced it had entered into a merger agreement to purchase Norfolk Southern Railroad. This merger is subject to approval by the companies’ shareholders and the Surface Transportation Board. Should the merger be consummated, it would create the first transcontinental railroad company. This would give the UP control of over 50,000 miles of track and access to major ports on the east and west coasts and could result in negative consequences for us, including less favorable contract terms with merged railroads and our other rail partners, reduced profitability, extended serv…

NEW · FY 2025

significant operating inefficiencies. Previous mergers have led to backups and increased congestion. Such backups or congestion could have an adverse impact on our Intermodal segment’s operations. Additionally, new intermodal service offerings could lead to decreased intermodal transit times and result in the conversion of over-the-road services to intermodal.

NEW · FY 2025

As part of our strategy to grow and expand our service offerings and create shareholder value, we have actively been engaged in identifying acquisition targets which meet our acquisition criteria, and we have completed several such acquisitions in recent periods. We may be unable to generate sufficient revenue or earnings from these acquisitions, or any future acquired business, to offset our acquisition or investment costs, and the acquired business may otherwise fail to meet our operational or strategic expectations. Difficulties encountered in integrating acquired operations could prevent u…

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.