SCHNEIDER NATIONAL INC CLASS B (SNDR)
Sector: Industrials
2026 Annual Meeting Analysis
SCHNEIDER NATIONAL INC CLASS B · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
SNDR's 3-year TSR of -6.3% underperforms the peer median by 17.9 percentage points, which is below the 20pp threshold required to trigger a No vote for negative absolute TSR; no overboarding, attendance, independence, or qualification concerns identified.
DePrey is a founding Schneider family member nominated under the contractual family nomination agreement and is classified as non-independent; she serves only on the Corporate Governance Committee (not audit or compensation), so the non-independent committee membership trigger does not apply, and the TSR underperformance gap of 17.9pp falls below the 20pp threshold.
The 3-year TSR underperformance versus the peer median is 17.9pp, below the 20pp trigger threshold for negative absolute TSR; no overboarding, attendance, or qualification issues identified.
Knight is classified as non-independent due to a family relationship with a Deloitte audit partner (not assigned to SNDR's audit); the company uses a NYSE controlled-company exemption permitting non-independent compensation committee members, and the TSR underperformance gap of 17.9pp is below the 20pp trigger threshold.
Ramirez appears to be a new nominee; no tenure overlap with the underperformance period is established, and no overboarding, attendance, or qualification concerns are identified.
As CEO and executive director, Rourke is subject to the same TSR trigger as other directors; the 3-year TSR underperformance versus the peer median is 17.9pp, which is below the 20pp threshold required to trigger a No vote, so no TSR-based flag applies.
Schneider is a new nominee rotating onto the board under the family nomination agreement; the TSR underperformance gap of 17.9pp is below the 20pp trigger threshold, and no overboarding or attendance concerns are identified.
The 3-year TSR underperformance versus the peer median is 17.9pp, below the 20pp trigger threshold; no overboarding, attendance, or qualification issues identified.
The 3-year TSR underperformance versus the peer median is 17.9pp, below the 20pp trigger threshold; no overboarding, attendance, or qualification issues identified.
The 3-year TSR underperformance versus the peer median is 17.9pp, below the 20pp trigger threshold; Welch serves as independent Chairman and brings strong transportation industry experience with no overboarding or attendance concerns.
All ten director nominees receive a FOR vote. SNDR's 3-year price return of -6.3% underperforms the company-disclosed peer group median (3-year TSR +11.6%) by 17.9 percentage points. Because SNDR's absolute 3-year TSR is negative, the applicable threshold under the named-peer-group table is 20pp — and the actual gap of 17.9pp falls just below that trigger. No TSR-based No vote is warranted for any director. No overboarding, poor attendance, independence-on-audit-committee, or disqualifying qualification issues were identified for any nominee.
Say on Pay
✓ FORCEO
Mark B. Rourke
Total Comp
$7,380,101
Prior Support
99.5%%
The CEO received total compensation of $7.38 million, which is within a reasonable range for a CEO at a $4.1 billion transportation and logistics company. The company's pay structure is well-designed: 68% of the CEO's target pay is in the form of long-term equity awards (above the 50-60% variable pay threshold), the annual incentive paid out at only 36% of target due to weak operating earnings, and the three-year performance stock awards paid out at 0% because financial results fell well short of minimum thresholds — demonstrating that the pay-for-performance mechanism is actually working. The prior Say on Pay vote received 99.5% support, a clawback policy is in place, and no significant governance concerns are present.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references Deloitte & Touche LLP as the auditor and the audit fee table is cited but the specific fee dollar amounts were not extractable from the provided filing text. Deloitte is a Big 4 firm appropriate for a $4.1B market cap company. Auditor tenure is not disclosed in the provided text, so the tenure trigger cannot be confirmed and per policy defaults to FOR. No material restatements are disclosed.
Overall Assessment
The 2026 Schneider National annual meeting presents four proposals: election of ten directors, ratification of Deloitte as auditor, approval of an amended equity incentive plan, and an advisory Say on Pay vote. All standard proposals receive FOR votes — the director TSR underperformance gap of 17.9pp narrowly misses the 20pp trigger threshold, Say on Pay benefits from a well-functioning pay-for-performance structure with near-zero incentive payouts in a difficult operating year, and the auditor ratification raises no fee-ratio or tenure concerns based on available data.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing