Schneider National, Inc. 8-K

What Happened Schneider National, Inc. (SNDR) announced on an 8‑K filed Jan. 28, 2026 (Board action taken Jan. 26, 2026) a planned leadership transition effective July 1, 2026: current President & CEO Mark B. Rourke will become Executive Chair and James S. Filter (age 54), currently Executive VP and Group President of Transportation and Logistics, will become President and Chief Executive Officer. The company also created a Lead Independent Director role and appointed the Board’s current Chair, James L. Welch, to that position effective on the same Transition Date. A press release describing the change was furnished as Exhibit 99.1.

Key Details

• Transition date: July 1, 2026; Board action taken Jan. 26, 2026, press release filed Jan. 28, 2026.
• Filter’s approved compensation as President & CEO: $775,000 base salary; fiscal 2026 cash incentive target $969,000 (125% of base); fiscal 2026 long‑term equity award target value $3,300,000 (under the 2017 Omnibus Incentive Plan). His FY2026 cash incentive will be prorated for the mid‑year promotion and he will receive a “top‑up” equity grant to reflect time served/annualized values.
• Rourke will remain employed as Executive Chair, continue advising the company, and have a reduced annual base salary of $750,000 after the Transition Date; his FY2026 incentive participation will be based on his current CEO role and not reduced at transition.
• Filter joined Schneider in 1998, previously worked at UPS and served in the U.S. Marine Corps; he holds a bachelor’s from UW‑Green Bay and an MBA from Wayne State. Filter is expected to be appointed to the Board at a later date.

Why It Matters This 8‑K reports a planned, board‑approved succession at the company’s top leadership level and discloses concrete compensation terms for the incoming CEO. Investors should note the timing (mid‑year transition), the material incentive and equity grant values for the new CEO (which affect executive pay expense and potential dilution), and that the former CEO will remain involved as Executive Chair. The disclosure is factual — no related‑party arrangements or unusual selection terms were reported for Mr. Filter.