Kathleen M. Zimmerman
Schneider NationalAbout Kathleen M. Zimmermann
Independent director? No. Age 57. Director tenure: served 2017–2020; rejoined in 2022; currently a director pursuant to the Schneider Family Nomination Agreement. Background: real estate investor with prior sales leadership roles at Schneider Communications, Frontier Communications, and Global Crossing; B.A. in Marketing from Marquette University. She is the sister of director Mary P. DePrey .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schneider Communications | Sales leadership roles | Not disclosed | Commercial leadership experience |
| Frontier Communications | Sales leadership roles | Not disclosed | Commercial leadership experience |
| Global Crossing | Sales leadership roles | Not disclosed | Commercial leadership experience |
| Real estate investor | Principal/investor | Current | Brings asset and property investment perspective |
External Roles
No other public company directorships disclosed .
Board Governance
- Committee assignments: Member, Corporate Governance Committee (not chair) .
- Independence: Determined not independent under NYSE rules; Schneider uses controlled-company exemptions and has non-independent members on Governance and Compensation Committees .
- Family nomination/tenure: One of two Schneider-family nominees rotating through 2040; she and Mary P. DePrey are the current family nominees .
- Attendance: Board met five times in 2024; each incumbent director attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Voting Trust oversight: Voting Trustees are the non-family Governance Committee members; Trust controls voting of Class A shares with special directions for “Major Transactions” .
Fixed Compensation (Director)
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Retainer increased to $105k for 2024 (from $95k) . |
| Committee chair fees | N/A | Audit $25k; Comp $20k; Governance $15k; Zimmermann is not a chair . |
| Committee member fees | $0 | Only Audit members receive $5k; she is not on Audit . |
| Meeting fees | $0 | Not part of program . |
| Medical/dental plan participation | $16,016 | Available to Original Participating Family Members post-IPO; Zimmermann participated in 2024 . |
| 2024 total (cash + other) | $121,016 | Cash $105,000 + other $16,016; excludes equity . |
Performance Compensation (Director)
| Element | 2024 Amount | Terms |
|---|---|---|
| Annual RSU grant | $170,015 | Granted on annual meeting date; vests on earlier of one year or next annual meeting; dividend equivalents accrue; 2024 grant sized at $170k value for all directors . |
No performance metrics are used for director equity; awards are time-based RSUs, not options or PSUs .
Other Directorships & Interlocks
- Other public boards: None disclosed .
- Family interlock: Sibling Mary P. DePrey also serves on the SNDR Board; both are family nominees under the Family Nomination Agreement .
Expertise & Qualifications
- Real estate investing and sales leadership (Schneider Communications, Frontier, Global Crossing) .
- Deep knowledge of Schneider’s history and values as a Schneider family member; communication bridge with family stakeholders .
- Governance participation: Member of Corporate Governance Committee .
Equity Ownership
| Class | Beneficial Ownership | % of Class | Ownership Form/Notes |
|---|---|---|---|
| Class A common (10 votes/share) | 16,605,900 | 20.0% | Held in trusts for her and descendants; Zimmermann serves as co‑trustee; voting via Voting Trust; interest represented by trust certificates . |
| Class B common (1 vote/share) | 2,988,695 | 3.23% | Includes 2,445,095 Class B held in trusts for her and descendants (as co‑trustee) and 543,600 directly (excludes 244,350 held by spouse) . |
| Type of owner (Form 4) | — | — | Reported as “director, 10 percent owner” on Forms 4 . |
| Pledging/hedging | Prohibited | — | Insider policy prohibits hedging and pledging Company securities . |
| Director ownership guidelines | 5x cash retainer; 75% retention until met | — | All non‑employee directors are compliant or actively accumulating . |
Insider Trading Activity (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-transaction holdings | Source |
|---|---|---|---|---|---|---|
| 2025-04-29 | 2025-05-01 | Award (A) | 7,835 | $0.00 | 559,447 | SEC link |
| 2025-01-15 | 2025-01-17 | Gift (G) | 49,064 | $0.00 | 551,612 | SEC link |
| 2024-04-29 | 2024-05-01 | Award (A) | 8,012 | $0.00 | 369,332 | SEC link |
| 2024-01-16 | 2024-01-17 | Gift (G) | 46,490 | $0.00 | 494,536 | SEC link |
| 2023-04-24 | 2023-04-26 | Award (A) | 5,674 | $0.00 | 361,320 | SEC link |
| 2023-01-17 | 2023-02-10 | Gift (G) | 35,354 | $0.00 | 442,372 | SEC link |
Related Party/Conflicts Review
- Family Nomination Agreement: Amended in Feb 2023 to extend rotations of remaining participating family members (including Zimmermann) through 2040; provides two family seats and sets eligibility/rotation terms .
- Registration Rights Agreement: Zimmermann and certain Schneider family trusts have demand and shelf registration rights for Class B shares; Company covers offering expenses (excluding discounts/commissions) .
- Director benefits: Original Participating Family Members (including Zimmermann) may participate in Company medical and dental plans; Zimmermann’s 2024 other compensation reflects this ($16,016) .
- Controlled company status: Due to Voting Trust control of Class A, SNDR uses NYSE controlled-company exemptions for Committee composition (Governance, Compensation not fully independent) .
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging of Company securities by directors .
Director Compensation (Detail & Mix)
| Component | 2024 Zimmermann | Program Design (2024) |
|---|---|---|
| Cash retainer | $105,000 | Increased to $105k for all non‑employee directors . |
| Equity (RSUs) | $170,015 | Annual director RSUs valued at $170k; vest at one year or next annual meeting; dividend equivalents accrue . |
| Committee fees | $0 | Only Audit members get $5k; chair fees apply only to committee chairs . |
| Other comp (benefits) | $16,016 | Family medical/dental participation . |
| Total | $291,030 | Sum of cash, equity, other comp for 2024 . |
Say‑on‑Pay & Shareholder Feedback (context)
- 2024 say‑on‑pay support was 99.8% of votes cast, indicating broad investor support for compensation governance at SNDR .
Governance Assessment
Strengths
- Significant “skin in the game”: Zimmermann is a 10%+ beneficial owner and trustee over 20% of Class A vote via family trusts; holds ~3.23% of Class B; strong economic alignment with shareholders .
- Ownership safeguards: Directors must meet 5x retainer ownership; must retain 75% of net shares; all directors compliant/accumulating; hedging/pledging prohibited .
- Engagement/attendance: >75% meeting attendance and attendance at 2024 annual meeting .
- Transparent director pay: Cash retainer increased to market; equity in RSUs with one‑year vesting; no option grants for directors .
Risks / Red Flags
- Independence and control: Not independent; Board relies on NYSE controlled‑company exemptions; family rotation guarantees two seats, potentially constraining refreshment and independence; Zimmermann also serves on Governance Committee despite non‑independence (permitted under exemption) .
- Related‑party optics: Registration rights for family shareholders and continued medical/dental benefits for Original Participating Family Members may raise perception of preferential treatment, though disclosed .
- Family interlock: Sibling (Mary P. DePrey) simultaneously serves on the Board, reinforcing perceptions of concentrated family influence .
Net view: For investors, Zimmermann’s high ownership and long-term alignment are positives, while controlled-company structure and non-independence require balancing confidence with scrutiny of committee processes and related-party governance safeguards .