Robert M. Knight, Jr.

About Robert M. Knight, Jr.

Robert M. Knight, Jr. (age 67) has served on Schneider National’s Board since 2020. He is the former CFO of Union Pacific Corporation, a role he held for 15 years until his retirement in December 2019, and has held various senior executive positions including General Manager of Union Pacific’s energy and automotive business units. He holds a BBA from Kansas State University and an MBA from Southern Illinois University. At SNDR, he serves on the Compensation Committee and the Corporate Governance Committee; the Board classifies him as not independent due to a family relationship with the Company’s external auditor (see “Independence and Conflicts”).

Past Roles

External Roles

Board Governance

• Current SNDR Committee Assignments: Compensation Committee member; Corporate Governance Committee member. The Corporate Governance Committee includes both family and non-family directors; non-family members (including Knight) serve as Voting Trustees of the Schneider Voting Trust per the bylaws. The Compensation Committee met 4 times in 2024; the Corporate Governance Committee met 4 times in 2024.
• Independence Status: Not independent under NYSE rules because Mr. Knight’s son is a partner at Deloitte, SNDR’s independent auditor. The son is not an audit partner and has no role in SNDR’s audit or related matters. Overall, 6 of 10 directors are independent.
• Controlled Company Exemptions: SNDR is a “controlled company” under NYSE rules (Voting Trust holds majority voting power) and uses exemptions allowing non‑fully independent Compensation and Corporate Governance Committees. Mr. Knight (non‑independent) sits on Compensation, which is permitted but a governance caution.
• Board/Meeting Attendance: Board met 5 times in 2024; each incumbent director attended, in aggregate, more than 75% of Board and assigned committee meetings. All directors serving at the time attended the 2024 annual meeting.
• Say‑on‑Pay Signal: 2024 say‑on‑pay received 99.8% support, indicating strong shareholder backing of compensation governance overseen by the Compensation Committee (of which Knight is a member).

Fixed Compensation (Director)

Additional program features:

• Directors can elect to receive cash retainers in stock and/or defer cash/equity into DSUs via the Director Deferral Program; dividend equivalents accrue on RSUs and DSUs.

Performance Compensation (Director)

Other Directorships & Interlocks

Expertise & Qualifications

• Finance, accounting, and investor relations leadership; extensive public company executive experience and deep transportation/logistics domain knowledge cited by the Board as qualifications.

Equity Ownership

• Ownership Guidelines: Directors are expected to own shares equal to 5x the annual cash retainer; directors must retain 75% of net shares until compliant. All Non‑Employee Directors are compliant by meeting or accumulating toward the guideline. Hedging and pledging of company stock are prohibited.
• Recent Insider Equity Awards and Holdings Evolution (Form 4):
  • 2024-04-29: RSU/stock award of 8,012 shares; post‑transaction holdings 32,972 shares (Form 4).
  • 2025-04-29: RSU/stock award of 7,835 shares; post‑transaction holdings 40,807 shares (Form 4).

Governance Assessment

Key findings and investor implications:

• Independence/Conflict: Mr. Knight is classified as not independent solely due to his son’s partnership at Deloitte, SNDR’s auditor; the son is not in the audit chain of command for SNDR. This is a visible independence flag but risk is mitigated by the absence of audit involvement. Nonetheless, his non‑independence while serving on the Compensation Committee—permissible under controlled company exemptions—may be viewed as a governance drawback by some investors seeking fully independent oversight of pay.
• Board Effectiveness: Robust attendance (≥75% for all incumbents) and regular committee activity (Comp/Gov each met 4x in 2024) support engagement. His transportation industry and CFO background strengthens financial oversight and strategic acumen in SNDR’s core markets.
• Alignment: Director pay mix skews toward equity (2024 RSU grant ~$170k vs. $105k cash), with meaningful ownership guidelines and anti‑hedging/anti‑pledging policies—positive alignment signals. Recent Form 4s show continued accumulation via annual equity awards.
• Controlled Company Considerations: The Schneider Voting Trust confers majority voting power, and the company avails itself of NYSE controlled company exemptions for committee independence. Investors should weigh the trade‑off between family/insider stewardship and reduced independent control of certain committees.

RED FLAGS to monitor

• Non‑independence designation tied to auditor family relationship (limited risk given no audit involvement but still an optics issue).
• Use of controlled company exemptions allowing non‑independent membership on the Compensation and Corporate Governance Committees.

Positive signals

• Strong say‑on‑pay outcome (99.8% approval in 2024) and clear pay governance disclosure.
• Director equity ownership policy and prohibitions on hedging/pledging enhance alignment.

Delinquent filings, pledging, and related‑party transactions:

• Section 16(a): Company reports timely filings in 2024 for directors (only a CEO Form 4 amendment noted; no director delinquencies).
• Related‑party: No Knight‑specific related‑party transactions disclosed; company has a defined related‑person transaction policy.
• Pledging: Prohibited by policy for directors and designated insiders.