Schneider National, Inc.SNDR
Schneider National, Inc. Stock Compensation Disclosure
SHARE-BASED COMPENSATION
We grant various equity-based awards relating to Class B common stock to employees under our 2017 Omnibus Incentive Plan (“the Plan”). These awards have historically consisted of restricted shares, RSUs, performance-based restricted shares (“performance shares”), PSUs, and non-qualified stock options. Performance shares and PSUs granted prior to 2021 were earned based on attainment of threshold performance of earnings and return on capital targets. Beginning with grants in 2021, in addition to achievement of earnings and return on capital targets, a multiplier is applied to performance share and PSU achievement based on rTSR against peers over the performance period.
We account for our restricted shares, RSUs, performance shares, PSUs, and non-qualified stock options granted as equity awards in accordance with the applicable accounting standards for these types of share-based payments. These standards require that the cost of the awards be recognized in our consolidated financial statements based on the grant date fair value of those awards. This cost is recognized over the period for which an employee is required to provide service in exchange for the award, subject to the attainment of performance metrics established for performance shares and PSUs. Share-based compensation expense is recorded in salaries, wages, and benefits in our consolidated statements of comprehensive income, along with other compensation expenses to employees.
The following table summarizes the components of our employee share-based compensation expense.
| Year Ended December 31, | ||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Restricted shares and RSUs | $ | 14.1 | $ | 13.7 | $ | 9.7 | ||||||||||||||
| Performance shares and PSUs | 2.7 | (1.6) | 3.9 | |||||||||||||||||
| Non-qualified stock options | 0.2 | 0.3 | 2.0 | |||||||||||||||||
| Share-based compensation expense | $ | 17.0 | $ | 12.4 | $ | 15.6 | ||||||||||||||
| Related tax benefit | $ | 4.2 | $ | 2.9 | $ | 3.5 | ||||||||||||||
As of December 31, 2025, we had $15.3 million of pre-tax unrecognized compensation cost related to outstanding share-based compensation awards expected to be recognized over a weighted average period of 1.7 years.
Restricted Shares and RSUs
Under the Plan, RSUs granted after 2023 vest ratably over a period of three years while the majority of the restricted shares and RSUs granted prior to 2023 vest ratably over a period of four years beginning approximately one year after the date of grant and are subject to continued employment through the vesting date or retirement eligibility. Dividend equivalents, equal to dividends paid on our common shares during the vesting period, are tracked and accumulated for each restricted share and RSU. The dividend equivalents are forfeitable and are distributed to participants in cash consistent with the date the awards vest.
| Restricted Shares and RSUs | Number of Awards | Weighted Average Grant Date Fair Value | ||||||||||||
| Unvested on December 31, 2022 | 695,467 | $ | 23.92 | |||||||||||
Granted (1) | 378,453 | 28.45 | ||||||||||||
| Vested | (272,678) | 23.41 | ||||||||||||
| Forfeited | (53,685) | 26.21 | ||||||||||||
| Unvested on December 31, 2023 | 747,557 | 26.24 | ||||||||||||
Granted (1) | 657,251 | 24.35 | ||||||||||||
| Vested | (299,013) | 25.56 | ||||||||||||
| Forfeited | (7,965) | 25.41 | ||||||||||||
| Unvested on December 31, 2024 | 1,097,830 | 25.30 | ||||||||||||
Granted (1) | 484,945 | 27.33 | ||||||||||||
| Vested | (475,014) | 25.31 | ||||||||||||
| Forfeited | (46,219) | 26.40 | ||||||||||||
| Unvested on December 31, 2025 | 1,061,542 | $ | 26.17 | |||||||||||
(1)No restricted shares were granted.
The grant date fair value of restricted shares and RSUs is determined using the closing share price of the Company on the date of grant.
Performance Shares and PSUs
Performance shares and PSUs cliff-vest at the end of a performance period of three years with vesting based on attainment of threshold performance of earnings and return on capital targets. These awards are subject to continued employment through the vesting date or retirement eligibility, with payout ranging from 0% - 200% of the target number of shares for both PSUs and performance shares. Awards granted since 2021 include an additional rTSR component that allows for payout ranging from 0% - 250% of the target number of shares. Dividend equivalents equal to dividends paid on our common shares during the vesting period are tracked and accumulated for each award. The dividend equivalents are forfeitable consistent with the date the awards vest and are distributed to participants in cash at the same time as the underlying shares.
| Performance Shares and PSUs | Number of Awards | Weighted Average Grant Date Fair Value | ||||||||||||
| Unvested on December 31, 2022 | 602,999 | $ | 25.77 | |||||||||||
Granted (1) | 237,886 | 31.60 | ||||||||||||
| Vested | (310,648) | 24.43 | ||||||||||||
| Forfeited | (129,682) | 26.40 | ||||||||||||
| Unvested on December 31, 2023 | 400,555 | 30.07 | ||||||||||||
Granted (1) | 302,841 | 26.77 | ||||||||||||
| Vested | — | — | ||||||||||||
| Forfeited | (185,954) | 28.30 | ||||||||||||
| Unvested on December 31, 2024 | 517,442 | 28.77 | ||||||||||||
Granted (1) | 255,003 | 30.55 | ||||||||||||
| Vested | — | — | ||||||||||||
| Forfeited | (238,970) | 31.28 | ||||||||||||
| Unvested on December 31, 2025 | 533,475 | $ | 28.50 | |||||||||||
(1)No performance shares were granted.
We estimate the grant date fair value of performance shares and PSUs containing a rTSR component using a Monte Carlo simulation which requires assumptions for expected term, volatility, dividend yield, and risk-free interest rate. We use the historical volatility of peers to derive the expected volatility of the stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant taking into consideration the expected term of the awards. No expected dividend yield is used as the award agreement assumes dividends distributed during the performance period are reinvested.
Assumptions used in the Monte Carlo simulation for awards granted in 2025, 2024, and 2023 were as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Weighted-average Monte Carlo value | $ | 30.55 | $ | 26.77 | $ | 31.60 | ||||||||||||||
| Monte Carlo assumptions: | ||||||||||||||||||||
| Expected term | 2.87 years | 2.87 years | 2.87 years | |||||||||||||||||
| Expected volatility | 36.3 | % | 35.7 | % | 39.3 | % | ||||||||||||||
| Risk-free interest rate | 4.2 | 4.3 | 4.3 | |||||||||||||||||
Non-qualified Stock Options
The options granted under the Plan have an exercise price equal to the fair market value of the underlying stock at the date of grant and vest ratably over a period of four years, with the first 25% of the grant becoming exercisable approximately one year after the date of grant. The options expire ten years from the date of grant. No non-qualified stock options were granted in 2025, 2024, or 2023.
| Non-qualified Stock Options Outstanding | Number of Awards | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (1) (in thousands) | ||||||||||||||||||||||
| Outstanding on December 31, 2022 | 1,038,643 | $ | 22.39 | 7.6 | $ | 1,794 | ||||||||||||||||||||
Exercised (2) | (6,000) | 18.99 | 64 | |||||||||||||||||||||||
| Forfeited | (61,946) | 23.71 | ||||||||||||||||||||||||
| Outstanding on December 31, 2023 | 970,697 | 22.33 | 5.8 | 3,140 | ||||||||||||||||||||||
Exercised (2) | (137,235) | 19.03 | 1,203 | |||||||||||||||||||||||
| Forfeited | (53,080) | 24.12 | ||||||||||||||||||||||||
| Outstanding on December 31, 2024 | 780,382 | 22.79 | 5.8 | 5,070 | ||||||||||||||||||||||
Exercised (2) | (36,596) | 21.44 | 107 | |||||||||||||||||||||||
| Forfeited | — | — | ||||||||||||||||||||||||
| Outstanding on December 31, 2025 | 743,786 | $ | 22.86 | 4.8 | $ | 2,738 | ||||||||||||||||||||
| Exercisable as of: | ||||||||||||||||||||||||||
| December 31, 2023 | 630,171 | $ | 21.48 | 4.9 | $ | 2,531 | ||||||||||||||||||||
| December 31, 2024 | 599,535 | 22.24 | 5.5 | 4,224 | ||||||||||||||||||||||
| December 31, 2025 | 681,707 | 22.61 | 4.7 | 2,674 | ||||||||||||||||||||||
(1)The aggregate intrinsic value was computed using the closing share price on December 31, 2025 of $26.53, December 31, 2024 of $29.28, and December 31, 2023 of $25.45, as applicable.
(2)Cash received upon exercise of stock options was $0.8 million in 2025, $2.6 million in 2024, and $0.1 million in 2023.
| Unvested Non-qualified Stock Options | Number of Awards | Weighted Average Grant Date Fair Value | ||||||||||||
| Unvested on December 31, 2022 | 635,698 | $ | 6.65 | |||||||||||
| Vested | (233,226) | 6.59 | ||||||||||||
| Forfeited | (61,946) | 6.64 | ||||||||||||
| Unvested on December 31, 2023 | 340,526 | 6.69 | ||||||||||||
| Vested | (159,679) | 6.54 | ||||||||||||
| Forfeited | — | — | ||||||||||||
| Unvested on December 31, 2024 | 180,847 | 6.82 | ||||||||||||
| Vested | (118,768) | 6.61 | ||||||||||||
| Forfeited | — | — | ||||||||||||
| Unvested on December 31, 2025 | 62,079 | $ | 7.22 | |||||||||||
Director Share Awards and Deferred Stock Units
Equity awards are granted to each director annually on the date of our annual shareholder meeting and accounted for as equity-based in accordance with applicable accounting standards for these types of share-based payments. Expense related to our director equity-based awards was $1.5 million in 2025 and 2024 and $1.4 million in 2023.
We also grant equity retainer awards, or shares in lieu of cash, on a quarterly basis to our non-employee directors. These awards consist of fully vested shares of our Class B common stock or DSUs. We account for the quarterly director share awards and DSUs as liability-based in accordance with the applicable accounting standards for these types of share-based payments and remeasure the DSUs at the end of each reporting period through settlement. Expense related to our director liability-based awards was $1.0 million in 2025, $1.2 million in 2024, and $1.1 million in 2023.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 17, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 27, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.