Jyoti Chopra

About Jyoti Chopra

Jyoti Chopra, age 61, has served on Schneider National’s Board since 2021. She is currently Senior Vice President and Chief People, Inclusion, and Sustainability Officer at MGM Resorts International (2019–present) and previously held senior diversity and HR transformation roles at Pearson Plc (2018–2019) and BNY Mellon (2012–2018). She holds a BA in journalism from NYU, an MBA from the University of Oxford, and completed the Securities Industry Institute at Wharton; the Board classifies her as an independent director .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Corporate Governance Committee member. She is not a committee chair; Compensation Committee chaired by Robert W. Grubbs and Corporate Governance Committee chaired by John A. Swainson .
• Independence: The Board determined Chopra is independent under NYSE rules and Schneider’s standards .
• Attendance: The Board met 5 times in 2024; each incumbent director attended, in aggregate, more than 75% of Board and applicable committee meetings. Non-management directors held 4 executive sessions; independent directors held 1 executive session in 2024 .
• Annual meetings: All directors serving at the time attended the 2024 annual meeting of shareholders .
• Controlled company context: Schneider is a “controlled company” due to the Voting Trust’s majority voting power; it uses NYSE exemptions allowing non-fully independent Compensation and Corporate Governance Committees . Two Schneider family members are nominated per the long-term family nomination agreement through 2040 .

Fixed Compensation

• Director program features: Annual cash retainer increased to $105,000 in 2024; RSU annual grant value increased to $170,000; RSUs vest on the earlier of one year from grant or next annual meeting. Directors may elect to receive cash retainers in stock and can defer compensation into DSUs under the Director Deferral Program (DDP) .

Performance Compensation

• No performance-based director awards disclosed; director equity is time-vested RSUs without operating/TSR metrics .
• Company-wide executive performance metrics and say-on-pay are noted for NEOs, not directors (2024 say-on-pay approval: 99.8%) .

Other Directorships & Interlocks

Expertise & Qualifications

• Human capital, international business, operations, ESG leadership; track record in transformation and innovative people practices .
• Education: BA (NYU); MBA (Oxford); Securities Industry Institute (Wharton) .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold shares equal to 5× the annual cash retainer and retain 75% of net shares until compliant; all non-employee directors are compliant or actively accumulating .

Governance Assessment

• Strengths:

  • Independent status; active roles on Compensation and Corporate Governance Committees .
  • Strong HCM and ESG expertise aligned with Board oversight of culture and sustainability; Board distributes ESG oversight across committees .
  • Attendance and engagement markers met (≥75% aggregate attendance; participation in executive sessions) .
  • Director pay structure balances cash and equity; RSUs vest annually; option to receive retainers in stock and defer via DSUs supports alignment .

• Risks and potential red flags:

  • Controlled company governance: Committees may include non-independent members (e.g., Compensation Committee includes Robert M. Knight, Jr., not independent), which can affect perceived independence of pay oversight .
  • Family nomination agreement guarantees rotation of two family directors through 2040, potentially constraining refreshment dynamics independent of merit .
  • Dual-class voting concentration via Voting Trust may limit minority shareholder influence on director elections and governance changes .

• Conflicts/related-party exposure:

  • No related-person transactions disclosed involving Chopra in 2024; Compensation Committee reported no interlocks or Item 404 relationships among members in 2024 .
  • Anti-hedging and anti-pledging policy mitigates alignment risks; no pledging allowed .

• Compensation alignment for Chopra:

  • 2024 compensation: $105,000 cash + $170,015 RSUs; RSUs are time-based and dividend-equivalent credited, promoting ownership without short-term performance gaming .
  • Ownership: 20,156 Class B shares; compliant with director ownership guidelines via meeting or accumulation policy .

Implications for investor confidence: Chopra’s independence, committee service, and HCM/ESG expertise bolster board effectiveness. However, Schneider’s controlled-company status and family nomination agreement introduce structural governance risks; ongoing monitoring of committee independence, director ownership levels, and any emerging related-party ties is warranted .