Mary P. DePrey
Schneider NationalAbout Mary P. DePrey
Independent director nominee with Schneider family lineage; age 66. Director service periods: 2018–2020 and rejoined in 2024; currently serves on the Corporate Governance Committee. Background highlights: philanthropic work and non-profit board service; bachelor’s degree from the College of St. Catherine; sibling of director Kathleen M. Zimmermann .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various non-profit organizations | Board member / philanthropy | Not disclosed | Community and philanthropic engagement |
External Roles
- No public-company directorships disclosed in SNDR’s proxy for Ms. DePrey .
Board Governance
- Committee assignments: Corporate Governance Committee member (not Chair). Current CGC members include DePrey; CGC met 4 times in 2024 .
- Independence status: Not independent under NYSE rules; non-independent directors include Robert M. Knight, Mary P. DePrey, Mark B. Rourke, and Kathleen M. Zimmermann .
- Attendance and engagement: Board met 5 times in 2024; each incumbent director attended more than 75% of Board and committee meetings; all directors attended the 2024 annual meeting; non-management directors held 4 executive sessions and independent directors held 1 executive session .
- Board structure: Independent Chairman (James L. Welch); CEO and Chair roles are separated .
- Controlled company: SNDR utilizes NYSE controlled-company exemptions for corporate governance and compensation committees (not fully independent) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (regular director) | $105,000 | Increased from $95,000 for 2024 |
| Committee Chair retainers | Audit: $25,000; Compensation: $20,000; Corporate Governance: $15,000 | In addition to cash retainer |
| Audit Committee member retainer | $5,000 | Chair not eligible for member retainer |
| Board Chair retainer | $100,000 | In addition to other retainers |
| RSU annual equity award (value) | $170,000 | Increased from $155,000; granted at annual meeting; one-year vest |
| Director Deferral Program (DDP) | Elect to receive cash in Class B stock; can defer to DSUs | Shares determined by closing price on payment date |
| Pro rata retainers | Prorated for new directors appointed after Jan 1; equity also prorated |
| Mary P. DePrey – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $70,673 |
| Stock awards (grant-date fair value) | $170,015 |
| All other compensation (medical/dental plan participation) | $11,356 |
| Total | $252,044 |
| Note | Most recent election to the Board on April 29, 2024 |
- Medical/Dental plan: Original Participating Family Members (including current directors Mary DePrey and Kathleen M. Zimmermann) may participate on employee-equivalent basis; values shown above in “All other compensation” .
Performance Compensation
| Element | Design | Vesting / Metrics |
|---|---|---|
| Annual Director RSUs | Fixed-value grant ($170,000) determined by Class B closing price on grant date | Vest on earlier of 1 year from grant or next annual meeting; dividend equivalents accrue and vest with RSUs; time-based (no performance metrics) |
| Cash-to-stock election via DDP | Directors may elect to receive cash retainers in Class B shares and/or defer into DSUs | DSUs settle in Class B shares per DDP; dividends can be paid or deferred |
- Performance metrics table: Not applicable for director compensation; RSU awards are time-based with dividend equivalents, not tied to revenue/EBITDA/TSR metrics .
Other Directorships & Interlocks
| Entity/Person | Relationship | Governance Impact |
|---|---|---|
| Kathleen M. Zimmermann | Sister of Mary P. DePrey | Both serve as Schneider family nominees per the Family Nomination Agreement; familial interlock on Board |
| Schneider Family Nomination Agreement | Rotating two family seats through 2040 | Ensures two family nominees on Board annually; requires CGC/Board approval of qualifications/waivers; impacts refresh and Board composition |
| Voting Trust | All Class A shares held; non-family CGC members are Voting Trustees | Concentrates Class A voting power; Voting Trustees (non-family) vote on elections; “Major Transactions” follow trust certificate holders’ direction |
Expertise & Qualifications
- Qualifications cited by Board: understanding enterprise history; integrating family values into strategy; communication with Schneider family on critical Board decisions; business and leadership experience .
Equity Ownership
| Beneficial Ownership Summary (as of Feb 19, 2025) | Class A Shares | % of Class A | Class B Shares | % of Class B |
|---|---|---|---|---|
| Mary P. DePrey | 16,605,900 | 20.0% | 2,394,519 | 2.59% |
| Class B Holdings Breakdown | Shares | Voting/Dispositive Power |
|---|---|---|
| Class B held in trusts (benefit of DePrey & descendants; co-trustee with Ms. Klimpel) | 807,100 | Shared |
| Class B held directly by Ms. DePrey | 562,662 | Sole |
| Class B held in trust for Ms. DePrey’s children (sole trustee) | 1,024,757 | Sole |
| Note: Class A interests | 16,605,900 (represented by Voting Trust certificates) | Shared, subject to Voting Trust |
- Director stock ownership guidelines: 5× annual cash retainer; retain 75% of shares from equity awards until compliant; all non-employee directors compliant or accumulating to meet guidelines .
- Anti-hedging/anti-pledging: Directors prohibited from hedging, short selling, pledging, purchasing on margin; enhances alignment and reduces risk .
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Class B Owned | Source |
|---|---|---|---|---|---|---|
| 2025-05-01 | 2025-04-29 | A – Award | 7,835 | $0.00 | 578,509 | |
| 2025-01-17 | 2025-01-15 | G – Gift | 24,528 | $0.00 | 570,674 | |
| 2024-05-01 | 2024-04-29 | A – Award | 8,012 | $0.00 | 450,608 | |
| 2024-01-17 | 2024-01-16 | G – Gift | 23,240 | $0.00 | 538,134 | |
| 2024-01-17 | 2023-12-31 | Form 5 – ownership statement | 0 | $0.00 | 807,100 |
Governance Assessment
-
Strengths
- Attendance and engagement: >75% attendance; full director participation at the 2024 annual meeting; multiple executive sessions indicate active oversight .
- Ownership alignment: substantial beneficial ownership; director stock ownership guidelines (5× retainer) and prohibition on hedging/pledging enhance alignment with shareholders .
- Independent Chair and structured evaluations: separated CEO/Chair roles; annual Board, committee, and individual director evaluations; CGC oversight of governance .
- Shareholder support: 99.8% say-on-pay approval at 2024 annual meeting (context for governance stability) .
-
Risks / RED FLAGS
- Independence and family ties: Ms. DePrey is not independent and is a rotating Schneider family nominee; sibling on Board (Zimmermann) creates a familial interlock .
- Controlled company exemptions: CGC and Compensation Committee are not fully independent, which can weaken checks and balances; CGC includes non-independent members (DePrey, Knight, Zimmermann) .
- Concentrated voting control: Voting Trust holds 100% of Class A (10 votes/share); “Major Transactions” directed by trust certificate holders (family trusts), potentially limiting broader shareholder influence .
- Related party exposure: Participation in employee-equivalent medical/dental plans by Original Participating Family Members (including DePrey) and registration rights for family members can be perceived as preferential arrangements; requires CGC oversight under related-person transaction policy .
- Committee composition: CGC met 4 times, but includes non-independent members; ongoing vigilance needed to ensure disinterested review of related-person transactions .
-
Mitigations
- CGC policy confines related-party transaction decisions to disinterested members; Voting Trustees are non-family members of CGC; robust Insider Trading policy prohibits pledging/hedging .
Notes and References
- Director compensation program philosophy: targets around peer median; FW Cook engaged as independent compensation consultant for director and executive compensation benchmarking .
- Board meetings and ESG oversight: Board retains oversight of ESG while committees support disclosure and integration (Audit: ESG reporting; Compensation: HCM/ESG link) .
All citations are to SNDR’s 2025 DEF 14A unless linked to SEC filings above.