DEF 14A of Werner Enterprises Inc, Apr 3, 2024

DEF 14A of Werner Enterprises Inc

Filed Apr 3, 2024 · FY20230000793074-24-000030

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Articles of Incorporation provide that the Board may be divided into two or three separate classes of directors. Each class must consist of not less than two, nor more than five, directors, and the classes should be nearly equal in number as possible. Our By-Laws provide for a range of not less than seven nor more than nine directors, divided into three classes (Class I, II and III), and each class should have the same number of directors to the extent possible. Subject to the terms and conditions of our By-laws, directors hold office for a term of three years and until a successor is elected and qualified, and the terms of office for each class of current directors expire at the Annual Meeting of Stockholders in the following years: Class I, 2025; Class II, 2026; and Class III, 2024.

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES You will be asked to elect one director in Class I to serve for a one-year term expiring at the 2025 Annual Meeting of Stockholders (“2025 Annual Meeting”) and two directors in Class III to each serve for a three-year term expiring at the 2027 Annual Meeting of Stockholders (“2027 Annual Meeting”). The nominees for director at the Annual Meeting are:

  3. DIRECTOR NOMINEES

    | NOMINEES OF THE BOARD OF DIRECTORS | | | | Class | Term Ends | Name | | Class I | If elected, new term will expire at 2025 Annual Meeting | Michelle D. Greene (1) | | Class III | If elected, new term would expire at 2027 Annual Meeting | Scott C. Arves Alexi A. Wellman | | (1) Appointed in November 2023 to fill a directorship vacancy created by the retirement of Dr. Kenneth M. Bird, Ed.D. | | |

  4. DIRECTOR NOMINEES

    On February 27, 2024, former Class III director, Vikram Mansharamani, Ph.D. resigned from the Board. As a result, the number of directors decreased from nine to eight. As of the date of this Proxy Statement, the Board has three Class I, three Class II, and two Class III directors. The individual qualifications, skills and experience of the nominees for director are discussed in their respective biographies in Director Information. Each of the nominees designated in this Proxy Statement has indicated his or her intention to serve as a director if elected, and the Board does not know of any reason why any nominee will be unavailable for election. In the event any nominee becomes unwilling or unable to serve as a director, the shares represented by your accompanying proxy will be voted for any substitute nominee designated by the Board, unless you expressly withhold (whether on your proxy or in person at the Annual Meeting) authority to vote your shares for the unavailable nominee or substitute nominee. There are no arrangements or understandings between any of the nominees and any other person pursuant to which any of the nominees was selected as a nominee.

  5. DIRECTOR INFORMATION

    DIRECTOR INFORMATION Identified in the table below are the director nominees and the other directors whose terms will continue after the Annual Meeting. Certain information provided to us by our directors and director nominees regarding their qualifications, skills and experience is also set forth in Director Biographies and in the Director Skills and Diversity matrix. None of the corporations or other organizations referenced in the biographies is a parent, subsidiary or affiliate of the Company.

  6. DIRECTOR INFORMATION

    | MEMBERS AND NOMINEES OF THE BOARD OF DIRECTORS | | | | | Name | Principal Occupation | Term Ends | Class | | Scott C. Arves, Director & Nominee | Former Director, President & Chief Executive Officer of Transport America, Inc. | 2024 | III | | Diane K. Duren, Director | Former Executive Vice President and Corporate Secretary of Union Pacific Corporation | 2026 | II | | Michelle D. Greene, Director & Nominee | Executive Vice President, Chief Information Officer, Global Technology and Business Services of Cardinal Health | 2024 | I | | Jack A. Holmes, Director | Chairman of EmergeTMS; Former President of UPS Freight | 2025 | I | | Derek J. Leathers, Director | Chairman & Chief Executive Officer of Werner Enterprises, Inc. | 2026 | II | | Michelle D. Livingstone, Director | Former Vice President-Transportation of The Home Depot | 2026 | II | | Carmen A. Tapio, Director | Founder and Chief Executive Officer of North End Teleservices, LLC | 2025 | I | | Alexi A. Wellman, Director & Nominee | Chief Executive Officer of Altaba, Inc. | 2024 | III |

  7. DIRECTOR INFORMATION

    Director Biographies. The information below includes the name, age, principal occupation for at least the last five years and other biographical information for each of our continuing directors and director nominees. SCOTT C. ARVES, 67, was elected as a Company director in May 2021. Mr. Arves retired from Transport America, Inc. in January 2017 after serving as Director, President & Chief Executive Officer for ten years. Prior to that, he had a 27-year career with Schneider National, Inc., where he most recently served as President of the Transportation Sector from May 2000 to June 2006. In that capacity, he was responsible for all of Schneider’s trucking and intermodal business, which was a $3 billion business employing approximately 20,000 people. He is currently a member of the Board of Advisors of CSM Companies and was a director of Commercial Vehicle Group from May 2005 to May 2019 and a director of TFI International from May 2016 to December 2018. Mr. Arves brings to our Board substantial business experience in the truckload industry and previous board experience. Mr. Arves was appointed Chair of our Nominating and Corporate Governance Committee effective May 2022 and Lead Independent Director effective February 2023. DIANE K. DUREN, 64, was elected as a Company director in 2017. In February 2017, Ms. Duren retired from Union Pacific Corporation, having served as Executive Vice President, Chief Administrative Officer and Corporate Secretary for four years, after serving as Vice President and General Manager–Chemicals in Marketing & Sales. Since joining Union Pacific in 1985, she held a variety of positions in the Finance and Marketing & Sales departments, including Vice President and General Manager–Agricultural Products. In 2011, she was awarded the Creighton University College of Business Alumni Merit Award. Prior to her employment at Union Pacific, she was a certified public accountant with Deloitte, Haskins & Sells in Omaha. Ms. Duren is a member of the board of directors of U.S. Silica Holdings, Inc. and serves on its audit committee and is Chair of its compensation committee. Ms. Duren is a member of the board of directors of Savage Companies, a privately held transportation, logistics, materials handling, and industrial services company, and serves on its audit committee and is Chair of its compensation committee. She has been active on multiple community and industry boards including American Red Cross, of which she served as chair of the Heartland Chapter in 2010 and 2011. In 2014, Ms. Duren was appointed by Omaha Mayor Jean Stothert to the Metropolitan Entertainment & Convention Authority Board of Directors and in 2019 was reappointed by the Omaha City Council and is the current Chairwoman of the Board. She also served on the board of Children’s Hospital and Medical Center where she was Chair from 2019 to 2021. In 2018, Ms. Duren joined Peter Kiewit Foundation as a Community Advisor and in 2019 became a Trustee. She also joined Creighton University’s Board of Trustees in 2019 and currently serves as Vice Chair. Ms. Duren’s vast experience in the transportation industry, multiple leadership roles, and accounting and financial experience add great value and insight to the Board. She also qualifies as an audit committee financial expert. Ms. Duren served as Chair of our Nominating and Corporate Governance Committee during 2019 and was appointed Chair of our Compensation Committee effective April 2020. MICHELLE D. GREENE, 54, was appointed by our Board in November 2023 to fill a vacant directorship position. Ms. Greene is Executive Vice President, Chief Information Officer, Global Technology and Business Services at Cardinal Health, a distributor of pharmaceuticals, a global manufacturer and distributor of medical and laboratory products, and a provider of performance and data solutions for healthcare facilities. In her role as Chief Information Officer, Ms. Greene manages the teams charged with Digital and Commercial Technologies, Pharma and Medical segment information technology, Global Business Services and Information Security. In addition to her day-to-day responsibilities at Cardinal Health, Ms. Greene serves on the board for The Cardinal Health Foundation, actively sponsors the company’s STEM Initiative, co-sponsors BOLD, the Black and African American employee resource group and is an executive advisor for the Black and African American Equity Cabinet. In the community, Ms. Greene serves on numerous boards including Goodwill of Southeastern Wisconsin, Goodwill Manufacturing, Inc., GreenPath Financial Wellness and Detroit Public Television. She is also an active member of ITSMF (IT Senior Management Forum), Chief and Black Women on Boards. With her experience in business strategy, including technology solutions, and in information technology infrastructure and cybersecurity, Ms. Greene adds valuable acumen to our Board. JACK A. HOLMES, 64, was appointed by our Board in August 2018 to fill the directorship position created by the expansion of the Board in 2018 and was elected by the stockholders at the 2019 Annual Meeting of Stockholders. Mr. Holmes served as President of UPS Freight from 2007 until his retirement in 2016. He began his career in transportation in 1979 outside of Philadelphia, Pennsylvania, when he joined UPS and served in several positions before holding leadership positions in Operations, Engineering and Human Resources. He also led the UPS transition team for the 2005 purchase of Overnite Transportation, now UPS Freight. Mr. Holmes currently serves as the Chairman and a director of EmergeTMS in Scottsdale, Arizona; formerly served as a director of Sharps Compliance, on which he served as Chairman of the Nominating and Corporate Governance Committee and the Compensation Committee; and as a director of Redwood Logistics and LaserShip. With his extensive leadership experience in the transportation industry, Mr. Holmes adds thoughtful insight through industry expertise to our Board. Mr. Holmes served as Chair of our Nominating and Corporate Governance Committee from April 2020 to April 2022. DEREK J. LEATHERS, 54, was appointed by our Board in May 2020 to fill a directorship vacancy and appointed Vice Chairman of the Board. In May 2021, he was elected as a Company director by the stockholders and appointed Chairman of the Board. He served as our President from 2011 to January 2024 and has been our Chief Executive Officer since May 2016. Mr. Leathers has worked in the transportation and logistics industry for over 30 years. Throughout his tenure at Werner, he has held integral roles in many facets of the organization, including the establishment of Werner’s Mexico operations and oversight for all the asset operating groups. Prior to joining Werner in 1999, Mr. Leathers was employed by Schneider National, a large truckload carrier, for eight years, during which time he was based out of Mexico City for several years and was one of the first foreign members of Mexico’s trucking association (CANACAR). Mr. Leathers is active in a number of local, state and national professional organizations and boards. He currently serves as the chair of the American Transportation Research Institute board of directors, is a founder and board member of PlaySmart, and is a board member and Executive Committee member of the Greater Omaha Chamber of Commerce. Mr. Leathers brings to the Board a unique understanding of our business and operations as well as his significant and extensive knowledge of the transportation industry.

  8. DIRECTOR INFORMATION

    MICHELLE D. LIVINGSTONE, 65, was appointed by our Board in May 2022 to fill a vacant directorship and was elected by the stockholders at the 2023 Annual Meeting of Stockholders. Ms. Livingstone served as Vice President - Transportation for The Home Depot (a multinational home improvement retail business) in Atlanta from 2007 to 2021. During this time, she was a founding member of the Supply Chain Leadership Team and served on the Environmental Council to drive sustainability efforts. From 2005 to 2007, Ms. Livingstone was Senior Vice President – Transportation for C&S Wholesale Grocers in Keene, New Hampshire and was Vice President – Transportation for J.C. Penney of Plano, Texas from 2002 to 2005. Ms. Livingstone was Senior Director of Supply Chain and Transportation for Kraft Foods of North America, Inc. of Madison, Wisconsin from 1985 to 2002. Ms. Livingstone currently serves as a board member for Mastery Logistics Systems, Rainbow Village, The Transportation and Supply Chain Institute of the University of Denver, and Indiana University Kelley School of Business Transportation Executive Board. With her extensive leadership experience in the transportation industry, Ms. Livingstone adds thoughtful insight through industry expertise to our Board. CARMEN A. TAPIO, 58, was appointed by our Board in November 2020 to fill a directorship vacancy and was elected by the stockholders at the 2021 Annual Meeting of Stockholders. She is the founder and Chief Executive Officer of North End Teleservices, LLC, in Omaha, Nebraska, which provides advanced contact center solutions. She has held this position since 2017 and previously served as President and Chief Operating Officer of North End Teleservices from 2015 to 2017. From 2010 to 2015, Ms. Tapio was the owner and manager of Core Advantage Consulting in Omaha, Nebraska and from 2001 to 2009 served in several leadership positions with Carlson Companies of Minneapolis, Minnesota. Since 2021, Ms. Tapio has served on the Board of Directors of the Federal Reserve Bank of Kansas City, Omaha Branch. Ms. Tapio is active in local community organizations and currently serves as the chair of the Greater Omaha Chamber of Commerce board of directors and as the chair for its Commitment to Opportunity, Diversity and Equity (“CODE”) and CEOs for CODE councils. She also served as chair of the Leadership, Diversity and Inclusion Council for the state of Nebraska’s Blueprint Nebraska strategy. In 2022, Ms. Tapio was named USA TODAY’s Women of the Year honoree from Nebraska. She brings a unique perspective to business, having worked for Fortune 500 and 100 companies in the United States, Australia, Mexico and throughout Europe. Her career has taken multiple paths, holding both executive and general management business roles and executive cultural roles, including chief diversity officer and vice president of Responsible Business. Ms. Tapio was appointed Chair of our Environmental Social and Governance Committee effective January 2022. ALEXI A. WELLMAN, 53, was elected as a Company director in May 2021. Ms. Wellman has been the Chief Executive Officer of Altaba, Inc., a closed-end management investment company, since January 2022. From June 2017 until her current appointment, Ms. Wellman served as Chief Financial Officer of Altaba, Inc. She was Vice President, Finance and ultimately Vice President, Global Controller of Yahoo, Inc. from November 2013 to June 2017 and Chief Financial Officer of Nebraska Book Company from December 2011 to June 2013. Prior to her employment with Nebraska Book Company, she was a practicing certified public accountant with KPMG LLP for 18 years, seven of which she served as an audit partner. She was the audit engagement partner on the Company’s annual audit for the year ended December 31, 2010, prior to her departure in 2011. Ms. Wellman currently serves on the board and is the audit committee chair of ESS Inc. Ms. Wellman has significant knowledge and experience in financial management, accounting processes and corporate governance. She brings substantial accounting and financial expertise, overall board experience and comprehension of our business operations and industry that contribute to the Board’s collective qualifications, skills and experience. Ms. Wellman also qualifies as an audit committee financial expert. Ms. Wellman was appointed Chair of our Audit Committee effective May 2021. Director Skills and Diversity. The Nominating and Corporate Governance Committee (“Governance Committee”) considers the particular experience, qualifications, and skills of each director and the relevance of such key competencies to the Company’s business and operations when determining whether an individual should serve as a Company director. The matrix that follows summarizes the skills and diversity of the continuing directors and director nominees, which the Governance Committee considered in its evaluation. The Company is continuing to refresh, diversify and add new capabilities to our Board, and as a result six of the eight directors have a tenure of less than five years.

  9. DIRECTOR INFORMATION

    | DIRECTOR SKILLS AND DIVERSITY | | | | | | | | | | | | Scott C. Arves | Diane K. Duren | Michelle D. Greene | Jack A. Holmes | Derek J. Leathers | Michelle D. Livingstone | Carmen A. Tapio | Alexi A. Wellman | % | | Skills | | | | | | | | | | | Strategy development and risk management | X | X | X | X | X | | X | X | 88% | | CEO experience | X | | | X | X | | X | X | 63% | | Cybersecurity experience | | | X | X | X | | X | X | 63% | | Marketing and sales | X | X | | X | X | | X | | 63% | | Public company officer or director | X | X | X | X | X | X | X | X | 100% | | Government affairs, public policy, regulatory | | | | X | X | X | | | 38% | | Industry | X | X | | X | X | X | | | 63% | | Corporate governance | X | X | | X | | | | X | 50% | | Financial | | X | | X | X | | X | X | 63% | | Demographics | | | | | | | | | | | Race/Ethnicity: | | | | | | | | | | | African American or Black | | | X | | | | X | | 25% | | White | X | X | | X | X | X | | X | 75% | | Gender: | | | | | | | | | | | Female | | X | X | | | X | X | X | 63% | | Male | X | | | X | X | | | | 38% | | Board Tenure | | | | | | | | | | | Approximate Years | 3 | 7 | 0.5 | 6 | 4 | 2 | 3 | 3 | N/A |

  10. DIRECTOR INFORMATION

    The Board unanimously recommends that stockholders vote FOR the election of each director nominee. A Designated Proxy Holder of proxies solicited by the Board in this Proxy Statement will vote the proxies as directed on each proxy, or if no instruction is made, for the election of all director nominees.

  11. DIRECTOR COMPENSATION AND BENEFITS

    DIRECTOR COMPENSATION AND BENEFITS Only independent directors on our Board receive compensation for their service as one of our directors. The independent directors receive an annual compensation package that is designed to attract, motivate and retain highly qualified independent professionals to represent our stockholders. Directors who are employees of the Company do not receive any compensation for their service on our Board. Compensation of Directors for 2023. Our current 2023 annual compensation package for independent directors is comprised of the annual cash retainers and restricted stock awards provided in the Independent Director Annual Retainers and Fees table that follows. We will also reimburse each independent director at cost for all of their respective reasonable out-of-pocket travel expenses incurred in connection with their attendance at Board and Board committee meetings and for other reasonable out-of-pocket expenses directly related to their Board and Board committee service.

  12. DIRECTOR COMPENSATION AND BENEFITS

    | INDEPENDENT DIRECTOR ANNUAL RETAINERS AND FEES | | | Fee or Retainer | Amount and Frequency of Payment | | Cash Retainer for Board Membership | $75,000 (paid in quarterly installments of $18,750 each) | | Cash Retainer for the Lead Independent Director | $25,000 (paid in quarterly installments of $6,250 each) | | Cash Retainer for the Audit Committee Chair | $15,000 (paid in quarterly installments of $3,750 each) | | Cash Retainer for the Compensation Committee Chair | $10,000 (paid in quarterly installments of $2,500 each) | | Cash Retainer for the ESG Committee Chair | $10,000 (paid in quarterly installments of $2,500 each) | | Cash Retainer for the Governance Committee Chair | $10,000 (paid in quarterly installments of $2,500 each) | | Restricted Stock Award for Board Membership | $100,000 (three year vesting period from the date of grant) |

  13. DIRECTOR COMPENSATION AND BENEFITS

    The Director Compensation for 2023 table presents the compensation of each individual serving as an independent director during 2023 for service on our Board and its committees. This table does not include those directors who are also Company employees because such directors are not considered independent directors and thus did not receive any compensation in 2023 for their service on our Board. (Derek Leathers is a director and named executive officer, and the compensation paid to him by the Company is discussed in Executive Compensation and provided in the Summary Compensation Table.) Our independent directors do not participate in any benefit, pension or nonqualified deferred compensation plan of the Company or receive stock option or non-equity incentive compensation awards; thus, we have omitted columns that would otherwise be required by SEC rules.

  14. DIRECTOR COMPENSATION AND BENEFITS

    | DIRECTOR COMPENSATION FOR 2023 | | | | | | | | | | Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($) (1)(2) | | All Other Compensation ($) | Total ($) | | | Scott C. Arves (3) | | | 103,750 | | 100,000 | — | | 203,750 | | Kenneth M. Bird, Ed.D. (4) | | | 75,000 | | 100,000 | — | | 175,000 | | Diane K. Duren | | | 85,000 | | 100,000 | — | | 185,000 | | Michelle D. Greene (4) | | | 9,375 | | 50,000 | — | | 59,375 | | Jack A. Holmes | | | 75,000 | | 100,000 | — | | 175,000 | | Michelle D. Livingstone | | | 75,000 | | 100,000 | — | | 175,000 | | Vikram Mansharamani, Ph.D. (5) | | | 75,000 | | 100,000 | — | | 175,000 | | Carmen A. Tapio | | | 85,000 | | 100,000 | — | | 185,000 | | Alexi A. Wellman | | | 90,000 | | 100,000 | — | | 190,000 | | (1) | On May 9, 2023, each of the independent directors then serving on the Board received an annual award of 2,274 shares of restricted stock with a grant date fair value of $43.97 per share. On November 6, 2023, Ms. Greene was awarded 1,384 shares of restricted stock, a prorated award in conjunction with her appointment to the Board, with a grant date fair value of $36.13 per share. The grant date fair value is based upon the market price of the underlying common stock on the grant date, reduced by the present value of estimated future dividends because the award is not entitled to receive dividends prior to vesting. The present values of estimated future dividends for the May 9, 2023 and November 6, 2023 grants were calculated based on a $0.14 quarterly dividend amount per share and 4.0% and 4.5% risk-free interest rates, respectively. Further discussion of the valuation and assumptions regarding our stock awards is provided in Note 11 of our Consolidated Financial Statements in the 2023 Form 10-K. | | | | | | | | | (2) | The aggregate number of shares of unvested restricted stock outstanding at December 31, 2023 for each independent director who served in 2023 is as follows: Mr. Arves 4,429; Ms. Duren 4,429; Ms. Greene 1,384; Mr. Holmes 4,429; Ms. Livingstone 3,865; Dr. Mansharamani 4,429; Ms. Tapio 4,429; and Ms. Wellman 4,429. No option awards were outstanding. | | | | | | | | | (3) | Mr. Arves was appointed Lead Independent Director effective February 2023. | | | | | | | | | (4) | Dr. Bird retired from the Board and Ms. Greene was appointed to the Board effective November 6, 2023. Upon Dr. Bird’s retirement, his unvested restricted stock awards became fully vested. | | | | | | | | | (5) | Dr. Mansharamani resigned from the Board effective February 27, 2024, upon which his unvested restricted stock awards became fully vested. | | | | | | | |

  15. DIRECTOR COMPENSATION AND BENEFITS

    During 2023, restricted stock was granted to the independent directors then serving on the Board on May 9, 2023 and to Ms. Greene on November 6, 2023. The grants of restricted stock to the independent directors were made in accordance with our 2023 LTIP, and pursuant to the Restricted Stock Award Agreements, the restricted stock is subject to service-based vesting provisions. Beginning one year after the grant date of each award, the restricted stock will vest annually in three increments of 34%, 33% and 33%, respectively. The awards will then become fully vested on May 9, 2026 and November 6, 2026, respectively. The independent directors do not have any voting or dividend rights with respect to such stock until it is vested, and there are not any post-vesting sales restrictions on the shares. (The 2023 LTIP was included as an exhibit to our Current Report on Form 8-K filed with the SEC on May 9, 2023, and the Form of Restricted Stock Award Agreement was included as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending June 30, 2023 filed with the SEC on August 8, 2023.) We did not grant any other forms of equity awards to our independent directors in 2023. Director Stock Ownership. In February 2020, formal stock ownership guidelines for all independent directors were adopted. Stock ownership includes common stock owned (directly or indirectly) and time-vested restricted stock. Prior to March 2022, the ownership guidelines required independent directors to own stock with a market value equal to or in excess of 3.0 times the current independent director annual cash retainer. In March 2022, the stock ownership guidelines were updated to require independent directors to own stock with a market value equal to or in excess of 5.0 times the current independent director annual cash retainer. Independent directors have five years from the later of the date of this policy change or from their date of election to meet the ownership guidelines and are required to retain all restricted stock granted as fees for Board membership until such time as they meet the ownership guidelines. Ms. Duren and Mr. Holmes already met the revised ownership guidelines as of December 31, 2023. Mr. Arves and Mses. Greene, Livingstone, Tapio and Wellman have either served as a director for less than five years or will have five years from the date of this policy change to comply. The individual stock ownership of each independent director is set forth in the table under Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners.

  16. COMPENSATION DISCUSSION AND ANALYSIS

    Executive Summary. The Company and its Compensation Committee believe our executive compensation program has been instrumental to our business and in helping us accomplish our objectives. We continually review the program to confirm it is appropriate and fair in view of our financial performance and size relative to our competitive peer group. (The peer group is identified in Competitive Peer Groups and Benchmarking.) Our total compensation mix allows us to retain qualified, innovative executive officers who possess the necessary experience and expertise to manage the Company, provide effective Company leadership, contribute to our long-standing success and create value for our stockholders. The table below summarizes and compares our key 2023 and 2022 financial results. Our 2023 financial statements are included in the 2023 Form 10-K.

  17. COMPENSATION DISCUSSION AND ANALYSIS

    The Company’s financial results were impacted by a prolonged and challenging operating environment. Revenues for 2023 were flat at $3.3 billion, while operating income decreased 45% to $176.4 million. Earnings per diluted share decreased 53% driven largely by market dynamics including lower equipment gains, inflationary headwinds and rate pressure in One-Way. In 2023, our Dedicated business proved to be durable and resilient, growing full-year revenue net of fuel surcharges and revenue per truck. Our One-Way trucking business’ rate per mile decline was more favorable than industry benchmarks, and through operational improvements, we significantly increased mileage production throughout the year. In addition, our Logistics division saw notable growth in both volume and revenue. While our results in 2023 were not up to our standards, we believe the operational improvements we made will result in profitable growth generation for years to come. The Company’s cumulative TSR for the three-year period ended December 31, 2023 was 12.0% and for the one-year period ended December 31, 2023 was 6.6%. Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2023 Form 10-K for more discussion of our 2023 financial results. For 2023, Messrs. Leathers and Schelble received base salary increases to better align with base salaries reflected in competitive benchmarks. See Base Salary for more discussion of the 2023 base salaries. The Compensation Committee based the performance metrics and target goals for 2023 for the cash annual incentive program (“AIP”) on the achievement of revenues (excluding fuel surcharge) and operating income goals and on individual performance. The AIP payouts for 2023 performance for the Named Executive Officers ranged from 71.2% to 74.7% of target. See Cash Annual Incentive Compensation for more discussion of the 2023 AIP. In February 2023, the Compensation Committee awarded equity-based long-term incentives to the Named Executive Officers split equally between restricted stock and performance stock at increased award values compared to 2022 for Messrs. Leathers, Meisgeier and Johnson. The restricted stock vests evenly over a three-year period while the performance stock, if goals are achieved, cliff vests at the end of three years. The number of performance shares earned will range from 0% to 200% of the target shares for each Named Executive Officer based on the level of attainment of the performance objectives (two-year cumulative earnings per diluted share with a three-year relative TSR modifier). See Long-Term Incentive Compensation for more discussion of the equity incentive awards. Consideration of Stockholder Say-on-Pay Vote. At the Company’s Annual Meeting of Stockholders held in May 2023, the Board asked Company stockholders to indicate on an advisory and non-binding basis whether they approve the Company’s executive compensation (a “say-on-pay resolution”). This proposal was contained in the Company’s 2023 proxy statement dated April 3, 2023, in accordance with Section 14A of the Exchange Act. Stockholder votes were cast 96% in favor of our say-on-pay resolution to approve, on an advisory basis, the compensation of our Named Executive Officers. The Company and the Compensation Committee believe this affirms our stockholders’ support of the Company’s approach to executive compensation and executive compensation program objectives. While such vote is advisory and non-binding, the Board and the Compensation Committee value our stockholders’ opinions expressed in such vote and consider the voting outcome in making executive compensation decisions. 2023 Executive Compensation Program and Objectives. Our executive compensation program is designed to achieve the following primary objectives: •Attract, motivate and retain talented high-quality executives who contribute to the advancement of our strategic, operational and financial goals and to our long-term success in today’s competitive markets and industry. •Reward our executive officers for their individual performance, leadership and contribution to the achievement of our overall business objectives. •Support our Purpose Statement and guiding corporate principles. (Our Purpose Statement is included on our website under the About Werner heading.) The Compensation Committee carries out our executive compensation objectives by applying the following principles: •Provide compensation that is competitive with that paid by companies in our industry for executive talent. Our Compensation Committee has the authority to engage the services of an outside advisor and compensation consultant to assist with determining how our executive compensation program compares to those of other companies. •Reward performance by considering factors such as (i) our financial performance, (ii) the executive officer’s individual performance and contribution to our overall business goals, and (iii) the performance of the executive officer’s area of responsibility when evaluated in light of overall Company performance and the year’s market, industry and economic conditions. •Encourage our executive team to consider current and long-term opportunities and reasonable risks that result in positive Company performance and financial growth, industry innovation, consistent stockholder value and lasting collaborations with our customers and partners. •Encourage executive officers to become stockholders and facilitate stock ownership in the Company by offering equity-based compensation. We believe that stock ownership links our executive officers’ interests with those of our stockholders and supports strategic decision-making and actions that will serve our long-term interests. We have adopted executive stock ownership guidelines and a policy on hedging and pledging to further this principle. •Limit executive perquisites. •No tax gross-ups. Elements of Executive Compensation. The elements of our 2023 executive compensation program are: (i) base salary, (ii) cash annual incentive compensation, (iii) long-term incentive compensation, and (iv) perquisites and benefits. The following discussion explains these elements and their primary purposes with respect to our 2023 executive compensation program. The table below summarizes our total compensation mix for 2023. It excludes certain items that are reflected as “All Other Compensation” for 2023 in the Summary Compensation Table. Such items are not typically considered in the Compensation Committee’s pay deliberations because the amounts are not material and, in certain cases, non-recurring.

  18. COMPENSATION DISCUSSION AND ANALYSIS

    | 2023 PAY ELEMENTS | | | | | | | | | | Base Salary (1) | Annual Incentive Compensation (2) | Restricted Stock | Performance Stock (2) | Variable Compensation (3) | | CEO | | 16% | 20% | 32% | 32% | 84% | | Other NEOs (4) | | 39% | 27% | 17% | 17% | 61% | | (1) | Annual base salary rate set by the Compensation Committee in February 2023. | | | | | | | (2) | Cash and equity incentive compensation calculated at the target level of performance. | | | | | | | (3) | Variable compensation includes annual incentive compensation, restricted stock, and performance stock. | | | | | | | (4) | This row includes information for NEOs employed for the full year of 2023. | | | | | |

  19. COMPENSATION DISCUSSION AND ANALYSIS

    Cash Annual Incentive Compensation. The 2023 AIP established target cash award amounts as a percentage of base salary varies by executive position. For 2023, target cash annual incentive payouts as a percentage of base salary increased from 115% to 120% for the CEO and remained the same at 70% for the other Named Executive Officers. The 2023 AIP considers three performance metrics, with the financial metrics tied to pre-defined goals (40% operating income; 30% revenues less fuel surcharge revenues (“FSC”); and 30% individual performance). Individual performance for the executive officers included predefined areas of improvement or strategic milestones under the executive’s purview to be achieved during the year. The 2023 payout opportunities ranged from 0% to 200% of target depending on performance versus the goals. The table below shows the calculation of the AIP performance results.

  20. COMPENSATION DISCUSSION AND ANALYSIS

    | ANNUAL INCENTIVE PLAN PERFORMANCE RESULTS | | | | | | | | AIP Measure | | Target (1) | Final Results (1) | Achieved (%) | Weight (%) | 2023 AIP Payout (% Target) | | Operating income (2) | | $303.2 | $192.4 | —% | 40% | —% | | Revenues less FSC (3) | | $3,250.0 | $2,951.1 | 54.0% | 30% | 16.2% | | Individual performance | | Varies by NEO | | 183.3% to 195.0% | 30% | 55.0% to 58.5% | | Total | | | | | 100% | 71.2% to 74.7% | | (1) | Dollar amounts in millions. | | | | | | | (2) | Final results include adjustment of $5.7 million of insurance and claims expense for interest accrued during 2023 on an adverse jury verdict rendered in 2018 and $10.3 million of amortization expense related to intangibles, which the Compensation Committee determined should be added back to the reported 2023 operating income for purposes of the 2023 AIP payouts. | | | | | | | (3) | Operating revenues less trucking fuel surcharge revenues. | | | | | |

  21. COMPENSATION DISCUSSION AND ANALYSIS

    | CASH ANNUAL INCENTIVE COMPENSATION | | | | | | | | Name | | 2023 Base Salary ($) | Target Payout (% Salary) | Target AIP Payout ($) | AIP Payout (% Target) | 2023 AIP Payout ($) | | Derek J. Leathers | | 925,000 | 120.0% | 1,110,000 | 73.2% | 812,520 | | Christopher D. Wikoff (1) | | 495,000 | 70.0% | 346,500 | 73.2% | 179,284 | | Nathan J. Meisgeier | | 435,000 | 70.0% | 304,500 | 74.7% | 227,462 | | Jim S. Schelble | | 420,000 | 70.0% | 294,000 | 71.2% | 209,328 | | James L. Johnson | | 450,000 | 70.0% | 315,000 | 72.5% | 228,218 | | John J. Steele (2) | | 340,000 | —% | — | —% | — | | (1) | The AIP payout for Mr. Wikoff was prorated based on his time in service at the Company in 2023. | | | | | | | (2) | Mr. Steele retired from the Company on June 30, 2023 and was therefore not eligible to receive the 2023 AIP. | | | | | |

  22. COMPENSATION DISCUSSION AND ANALYSIS

    2023 Long-Term Incentive Compensation. Our long-term incentive program is important to us because it helps attract a talented executive team, encourages long-term retention of executive officers and enables us to recognize efforts put forth by executives who contribute to our stock price appreciation and Company development. The periodic vesting periods of long-term incentive compensation directly align executive officer interests and compensation with our stockholders’ interests by rewarding creation and preservation of long-term stockholder value. The Compensation Committee also believes this element of compensation provides equity ownership opportunities for our executive officers. Under our 2023 LTIP, the Compensation Committee may grant stock options, SARs, restricted or unrestricted stock, restricted stock units (“RSUs”), performance stock, and cash-based opportunities to our executive officers, non-employee directors and consultants. The grant date is the same date as the meeting at which the Compensation Committee decides to grant equity awards, after giving consideration to the timing of such decisions to ensure that awards occur when neither the recipient nor the Compensation Committee members possess material nonpublic information. None of our restricted or performance stock awards give the recipient any voting or dividend rights until such award vests, nor do they have any post-vesting sales restrictions. In February 2023, the Compensation Committee, in its sole discretion, awarded Messrs. Leathers, Meisgeier, Schelble, and Johnson restricted stock and performance stock for 2023. The restricted stock vests in three annual increments of 34%, 33% and 33% beginning February 23, 2024 (one year after the grant date), subject to continued employment. The performance stock is earned based upon the level of attainment by the Company of a cumulative earnings per diluted share performance objective for the two-year period from January 1, 2023 to December 31, 2024, as established by the Compensation Committee. The Compensation Committee works with management to develop performance objectives that it believes are rigorous and challenging to achieve and that would contribute to our overall financial goals and create stockholder value. The number of shares that may ultimately be earned will range from 0% to 200% of the target shares stated in each executive’s award agreement based on the level of attainment of the performance objective and subject to a TSR modifier that can increase or decrease the vesting percentage by 25% based on the Company’s TSR for the three-year period ending December 31, 2025, relative to the TSR of the following eight trucking peers for the same period: Covenant Logistics Group, Heartland Express, Hub Group, J.B. Hunt, Knight-Swift Transportation, Landstar System, Marten Transport, and Schneider National. Any performance stock earned will vest on February 10, 2026, generally subject to continued employment as described in Arrangements and Potential Payments upon Termination or Change in Control. The target grant date values of the stock awards are as follows: Mr. Leathers–$3,600,000; Messrs. Meisgeier and Johnson–$400,000 each; and Mr. Schelble–$350,000. The target value granted to each of these Named Executive Officers was split equally between restricted stock and performance stock. Mr. Steele did not receive any plan-based awards in 2023. In May 2023, the Compensation Committee awarded Mr. Wikoff restricted stock with a grant date fair value of $1,000,000 in connection with his appointment as Chief Financial Officer. Mr. Wikoff’s restricted stock will vest in five annual increments of 20% each beginning May 9, 2024 (one year after the grant date), subject to continued employment. The 2023 grants of restricted stock and performance stock to the Named Executive Officers are disclosed in the Summary Compensation Table. Please refer to Grants of Plan-Based Awards for 2023 for additional information. 2022 Long-Term Incentive Compensation. In February 2022, the Compensation Committee, in its sole discretion, awarded the Named Executive Officers restricted stock and performance stock for 2022. The restricted stock vests in three annual increments of 34%, 33% and 33% beginning February 7, 2023 (one year after the grant date), subject to continued employment. The performance stock was eligible to be earned based upon the level of attainment by the Company of a cumulative earnings per diluted share performance objective for the two-year period from January 1, 2022 to December 31, 2023, as established by the Compensation Committee. The number of shares that could ultimately be earned ranged from 0% to 200% of the target shares stated in each executive’s award agreement based on the level of attainment of the performance objective and subject to a TSR modifier whereby the maximum payout would be capped at 150% or 175% of target based on the Company’s TSR for the three-year period ending December 31, 2024, relative to the TSR of the following eight trucking peers for the same period: Covenant Logistics Group, Heartland Express, Hub Group, J.B. Hunt, Knight-Swift Transportation, Landstar System, Marten Transport, and Schneider National. Any performance stock earned would have vested on February 7, 2025, generally subject to continued employment as explained in the section Arrangements and Potential Payments upon Termination or Change in Control. The Compensation Committee determined that (i) insurance and claims expense of $5.7 million in 2023 and $5.4 million in 2022, for interest accrued during those years related to an adverse jury verdict rendered in 2018 that remains under appeal, (ii) amortization expense related to intangibles of $10.3 million in 2023 and $6.1 million in 2022, and (iii) net losses on investments of $1.3 million in 2023 and net gains on investments of $12.2 million in 2022 are unusual items not reflective of management performance that should be adjusted for in the calculation of the two-year cumulative earnings per diluted share for purposes of determining the achievement level of the 2022 performance shares. Cumulative earnings per diluted share from January 1, 2022 to December 31, 2023, adjusted for the accrued interest, amortization expense and net unrealized losses and gains on investments, amounted to $5.69 which is below threshold, resulting in a payout of 0% of target (no payout). This final performance and payout will be reported in the 2025 proxy statement.

  23. COMPENSATION DISCUSSION AND ANALYSIS

    2021 Performance Stock. In February 2021, the Compensation Committee awarded the Named Executive Officers restricted stock and performance stock for 2021. The 2021 performance stock was eligible to be earned based upon the level of attainment by the Company of a cumulative earnings per diluted share performance objective for the two-year period from January 1, 2021 to December 31, 2022, as established by the Compensation Committee. The number of shares that could ultimately be earned ranged from 0% to 200% of the target shares stated in each executive’s award agreement based on the level of attainment of the performance objective and subject to a TSR modifier whereby the maximum payout would be capped at 150% or 175% of target based on the Company’s TSR for the three-year period ending December 31, 2023, relative to the TSR of the following nine trucking peers for the same period: Covenant Logistics Group, Heartland Express, Hub Group, J.B. Hunt, Knight-Swift Transportation, Landstar System, Marten Transport, Schneider National, and U.S. Xpress Enterprises. Performance stock earned would vest, subject to continued employment, on February 11, 2024. The Compensation Committee determined that (i) insurance and claims expense of $5.4 million in 2022 and $5.1 million in 2021, for interest accrued during those years related to an adverse jury verdict rendered in 2018 that remains under appeal, (ii) amortization expense related to intangibles of $6.1 million in 2022, and (iii) net gains on investments of $12.2 million in 2022 and $40.3 million in 2021 are unusual items not reflective of management performance that should be adjusted for in the calculation of the two-year cumulative earnings per diluted share for purposes of determining the achievement level of the 2021 performance shares. Cumulative earnings per diluted share from January 1, 2021 to December 31, 2022, adjusted for the accrued interest, amortization expense related to intangibles and net unrealized gains on investments, amounted to $7.15 which exceeded the maximum performance goal of $6.88, resulting in a payout of 200% of target before considering the impact of the TSR modifier. The Company’s TSR for the three-year period ended December 31, 2023 was below the 25th percentile of the nine trucking peers, capping the award payout at 150%. The performance shares vested on February 11, 2024 and were paid out at a 150% achievement level. Perquisites and Benefits. Our executive compensation program includes limited executive perquisites that we believe are reasonable and consistent with our overall compensation objectives. Our Compensation Committee periodically reviews the perquisites provided to executive officers. Tax gross-ups related to perquisites were eliminated in 2022. The perquisites offered under our 2023 executive compensation program were as follows: •Country Club Membership. In 2023, we paid country club membership fees and other business-related and reasonably incurred expenses for certain Named Executive Officers, and we received full reimbursement from those individuals for any personal expenses incurred. We provide these memberships for our benefit, notwithstanding the incidental personal benefit. •Company Vehicle. We provide Company vehicles to certain Named Executive Officers for business and personal use. We are responsible for paying the operating expenses of these vehicles, except for fuel. •Medical Care Membership Program. We provide each Named Executive Officer with membership in a medical care program, which provides for an annual physical examination and unlimited direct access to a primary care physician. We believe the program allows our Named Executive Officers to devote more time to our business and promotes the health and wellness of these key employees. •Personal Use of Corporate Aircraft. Mr. Leathers is eligible to use the Company’s aircraft for limited personal use. Personal use for 2023 was limited to $100,000 per year based on the Company’s incremental cost of the personal flights. To the extent any personal travel on our aircraft results in imputed income to the executive, the Company does not provide any gross-up payments to cover the personal income tax obligation. In 2023, we offered the following benefits to our executives: (i) health, dental and vision plans; (ii) other voluntary insurance plans, including life and disability; (iii) 401(k) retirement savings plan; (iv) employee stock purchase plan; and (v) nonqualified deferred compensation plan (see Nonqualified Deferred Compensation for 2023). These benefits are available to our Named Executive Officers on the same terms as provided to other eligible employees. The aggregate incremental cost of perquisites and other benefits provided to the Named Executive Officers is shown in the “All Other Compensation” column of the Summary Compensation Table and detailed in All Other Compensation for 2023. In 2022, the Company discontinued its past practice of providing tax gross-ups for personal use of Company vehicles. Role of the Compensation Consultant. Frederic W. Cook & Co. (the “Consultant”) is an independent executive compensation consulting firm engaged by the Compensation Committee. The Compensation Committee has assessed the independence of the Consultant and determined that the Consultant’s work did not raise any conflicts of interest. The Consultant assists the Committee in its evaluation of the compensation for our executives. The Compensation Committee engages the Consultant to (i) review and recommend any changes to the Company’s competitive peer group, (ii) prepare an executive compensation benchmarking review to include a competitive analysis of the compensation of the Company’s executives in comparison to our peer group, and (iii) review the Company’s compensation program and philosophy and recommend changes based on the Company’s business objectives, compensation trends and best practices to incorporate a mix of short-term and long-term incentive components and align pay for performance. The Consultant reports directly to the Compensation Committee, although it may work in cooperation with management only as required to carry out its obligations to the Compensation Committee. Without the Compensation Committee’s prior approval, the Consultant will not perform any services for us or our management. During 2023, the Company paid fees to the Consultant only for advising the Compensation Committee on the amount or form of executive and director compensation. The Company did not pay the Consultant any fees for additional projects or services. Competitive Peer Groups and Benchmarking. The companies in the peer group were selected by first reviewing the Company’s peer group from the prior year. U.S.-based public companies in trucking, air freight & logistics and railroads with revenues approximately one-third to three times the Company’s annual revenues with a preference for long-haul trucking or logistics competitors were then reviewed. From this review, it was determined to add Daseke, Inc. to the 2023 competitive peer group and remove Yellow Corporation (formerly YRC Worldwide), which ceased operations in 2023.

  24. COMPENSATION DISCUSSION AND ANALYSIS

    | 2023 COMPETITIVE PEER GROUP | | | | ArcBest | Hub Group | Marten Transport | | Covenant Logistics Group | J.B. Hunt | Old Dominion Freight Line | | Daseke | Kansas City Southern | Saia | | Forward Air | Knight-Swift Transportation | Schneider National | | Heartland Express | Landstar System | U.S. Xpress Enterprises |

  25. COMPENSATION DISCUSSION AND ANALYSIS

    The Compensation Committee has not historically set compensation elements for each executive to meet specific benchmarks based on peer group data. Instead, we consider these comparisons as one factor in determining executive compensation levels. Generally, the Compensation Committee reviews total compensation levels annually and makes adjustments when job responsibilities, individual performance or market data warrants such modifications. Actual total compensation can vary from year to year based on Company and individual performance. Compensation Determination Process. The Compensation Committee makes all annual compensation decisions for our Named Executive Officers. When determining total compensation, we apply a consistent approach for all Named Executive Officers. The structure and levels of our executive compensation program are determined, in large part, by considering all elements of compensation, rather than only a few components in isolation. Our Compensation Committee evaluates each element individually and also takes into account the position and current total direct compensation of the individual being considered. The Compensation Committee’s determination of compensation levels for our Named Executive Officers therefore differs depending upon these factors. Our Compensation Committee also exercises appropriate business judgment in how it applies these standard approaches to the facts and circumstances involving each respective Named Executive Officer. The Compensation Committee determines each component of a Named Executive Officer’s compensation based on its collective assessment of the officer’s performance, the Company’s overall financial performance and recommendations of our Chairman & CEO. Our Compensation Committee may also request executive compensation guidance and advice from an independent outside consultant when deciding compensation for our Named Executive Officers. The Compensation Committee meets annually (near the end of the year) to review the compensation of our Named Executive Officers. The Compensation Committee also meets during the first quarter of each year to determine the level of attainment of prior year performance objectives as they relate to the AIP and the grant of performance stock in prior years and to consider base salary levels, the cash annual incentive program and granting new equity or incentive compensation awards for the current year and setting performance objectives related to each. Our Chairman & CEO is not present during the Compensation Committee’s deliberation and determination of his own compensation. Risk Management Related to Compensation. When reviewing and implementing the executive compensation program, the Company and our Compensation Committee formulate and adhere to certain practices that facilitate consistent leadership and decision-making among our executive officers. The Compensation Committee assesses whether our program and practices are reasonably likely to have a material adverse effect on the Company and concluded they do not. The Compensation Committee does not believe our executive compensation program and practices are designed to promote or encourage unreasonable risk for the following reasons: •Base salaries are fixed amounts determined on an annual basis and are established after considering a broad range of factors including competitive pay sources (rather than specific performance measures). •Annual cash incentive compensation represents a significant portion of our executive officers’ total cash compensation and is awarded under our AIP. The AIP allows for the Compensation Committee to exercise some discretion through an individual performance metric, in addition to the financial performance metrics. Annual incentive targets are thoroughly vetted by management and the Compensation Committee, and goals are set taking into consideration the probability of achievement. Payouts are capped at 200%, are formulaic based, and are subject to our Clawback Policy described in Incentive-Based Compensation Recoupment. •Long-term incentive compensation is important to further aligning our executive officers’ interests with those of our stockholders, and it balances short- and long-term decision-making by our executives. Long-term incentive compensation is split between time-based restricted stock and performance stock. The time-based restricted stock vests ratably over three years. Performance stock achievement levels are capped at 200%, with a TSR modifier, has a three-year cliff vesting, and is subject to our Clawback Policy described in Incentive-Based Compensation Recoupment. •The vesting of stock awards granted under our 2023 LTIP and the Prior Plan may be prohibited if an executive officer is terminated for cause or under other circumstances as provided therein. •Our executives have significant stock ownership in the Company, subject to stock ownership guidelines and a hedging and pledging policy. With respect to their stock ownership, our executive officers could lose significant value if our stock price was exposed to unreasonable risk. When structuring overall compensation practices for our non-executive employees, we consider whether our practices incentivize unreasonable risk-taking behavior and could consequently impact our risk management and oversight. We also evaluate the mix of pay and the elements of our compensation programs as they apply to employees generally. Our non-executive employee compensation practices are reviewed in the context of current and significant risks to determine if the practices encourage or induce employees to take unreasonable risks, and we also take into account our other policies and procedures that operate to monitor and deter unreasonable risk (such as disciplinary or record-keeping policies). Management also notifies our Compensation Committee of significant and across-the-board modifications to employee compensation practices. We concluded that our non-executive employee compensation practices do not encourage risks that are reasonably likely to have a material adverse effect on us. Hedging and Pledging Policy. Named Executive Officers are subject to a policy on hedging and pledging of the Company’s common stock. The policy prohibits purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of the Company’s common stock, including puts, calls, prepaid variable forward contracts, equity swaps, collars, exchange funds (excluding broad-based index funds), and other financial instruments that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s common stock. The policy also provides that Named Executive Officers shall not pledge, hypothecate, or otherwise encumber shares of the Company’s common stock as collateral for indebtedness including, but not limited to, holding shares in a margin account or any other account that could cause the Company’s common stock to be subject to a margin call or otherwise be available as collateral for a margin loan. Each Named Executive Officer certified to compliance with this policy in their annual questionnaire completed at the end of 2023.

  26. COMPENSATION DISCUSSION AND ANALYSIS

    Executive Stock Ownership. The Company’s executive officers are subject to stock ownership guidelines. Stock ownership includes: (i) common stock owned (directly or indirectly), (ii) time-vested restricted stock, (iii) performance stock already earned and subject to continued time vesting, and (iv) benefit plan shares. Ownership guidelines vary based on position and require the executive to own stock with a market value equal to or in excess of a specified multiple of the officer’s base salary. During 2023, the executive ownership guidelines were as follows: Chief Executive Officer–7.0 times, President–3.5 times and Executive Vice President–3.5 times. Any officer not meeting the ownership guidelines will be required to retain 75% of after-tax shares earned from long-term incentives until the ownership guideline is achieved. All of the Company’s executive officers had met their ownership requirement, other than Mr. Mahon who joined the Company in June 2020 and Mr. Wikoff who joined the Company in April 2023. Incentive-Based Compensation Recoupment. The Company’s current Clawback Policy, effective as of December 1, 2023, was included as an exhibit to the Company’s 2023 Form 10-K. It supplements prior clawback policies that apply to awards in effect prior to such date. The Clawback Policy applies only to “Incentive-Based Compensation” that is “Received” by an “Executive Officer” (each as defined in the Clawback Policy) and only in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Incentive-Based Compensation Received by the Executive Officer during the three completed fiscal years immediately preceding the date that the Company is required to prepare such accounting restatement is subject to the Clawback Policy, provided that such compensation was Received after beginning service as an Executive Officer and that such person served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question. Subject to all other terms and conditions of the Clawback Policy, the amount of Incentive-Based Compensation subject to such policy is the amount Received by an Executive Officer that exceeds the amount that otherwise would have been Received had it been determined based on the restated amounts. Equity award agreements with our Executive Officers granted after the Clawback Policy effective date refer to such policy, and the 2023 LTIP provides that any awards granted thereunder are subject to any clawback or recoupment policy which the Company may adopt from time to time. Tax Deductibility of Executive Compensation; Accounting Considerations. Generally, executive compensation is accrued as expense over the requisite service period related to the particular compensation element (this period is typically equal to the performance period of the executive officer), and we realize a tax deduction upon the payment of the compensation to the executive. The limitations under Section 162(m) of the Internal Revenue Code apply to the Company’s CEO, CFO, and other named executive officers (collectively, the covered persons), and anyone who was a covered person after December 31, 2016. The Company will be denied a deduction for any compensation exceeding $1,000,000 for such covered persons, regardless of whether the compensation is performance-based compensation. The Compensation Committee carefully considers and monitors the effect of Section 162(m) on the elements of our executive compensation program and will strive to structure executive compensation to preserve its tax deductibility under Section 162(m) without sacrificing our ability to attract, motivate and retain high-quality executive officers. The Compensation Committee also believes there are circumstances where the interests of the Company and our stockholders are best served by maintaining flexibility in the manner compensation is provided. In those events, the Compensation Committee may, at its discretion, approve payments of nondeductible compensation if the Compensation Committee believes the circumstances warrant such payments. Because of the importance of linking pay and performance, the Compensation Committee expects to continue to impose performance conditions on its annual and long-term incentive compensation elements.

  27. ARRANGEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    ARRANGEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In February 2021, the Board adopted the Werner Enterprises, Inc. Change in Control Severance Plan (“CIC Plan”), which was included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 6, 2021. The CIC Plan covers the Named Executive Officers and applies only to qualifying terminations in connection with a change in control (i.e., double trigger). The protection period for the CIC Plan is for 24 months beginning on the date of the change in control. In the event a Named Executive Officer is terminated without “cause” or voluntarily resigns for “good reason” (each as defined in the CIC Plan) within the protection period noted above, the CIC Plan provides for cash severance payments ranging from 1.5 to 2.5 times annual base salary plus target AIP bonus and provides for limited continuation of some benefits. The CIC Plan provides that “change in control” shall have the same meaning as in the 2023 LTIP. Our 2023 LTIP and Prior Plan permit the vesting of outstanding equity awards upon certain termination or resignation actions following a “change in control” (as defined in the applicable plan). They provide that if a Named Executive Officer is terminated other than for “cause” or voluntarily resigns for “good reason” (each as defined in the applicable plan) within the period beginning upon a change in control and ending on the second anniversary of the change in control, then (i) all outstanding stock options and SARs will become fully exercisable and (ii) all conditions, performance objectives and restrictions (other than those imposed by law) on outstanding restricted stock, RSUs and performance stock will be deemed satisfied as of the executive officer’s employment termination date. Our 2023 LTIP and Prior Plan also provide that upon death of a participant, (i) all service period restrictions applicable to restricted stock and RSUs will lapse and such shares shall become fully vested and (ii) for any unearned performance shares, the performance objectives will be evaluated for actual performance to date and the resulting number of shares shall become fully vested and earned. Under award agreements, (i) vesting upon “disability” (as defined in the applicable plan) for performance stock awarded on or after February 7, 2022 and for time-vesting restricted stock awarded on or after May 9, 2023 is treated the same as vesting in the event of death, and (ii) performance stock awarded on or after February 7, 2022 to a grantee who thereafter retires remains eligible to vest with vesting to be based on actual achievement of goals at the end of the performance period and subject to the requirements, among others, that (x) as of the retirement date, the “rule of 70” is met (grantee is at least 55 years of age and the grantee’s age plus years of service with the Company equals at least 70) and (y) at least 12 months have elapsed since the grant date. Except for the circumstances described above, none of our Named Executive Officers has or had a severance agreement or severance benefit arrangement with us. Summary Table - Potential Payments Upon Termination or Change in Control. The following table summarizes potential payments upon termination or change in control for the Named Executive Officers who were still serving as executive officers as of December 31, 2023. Except as specifically indicated in the footnotes to the table below, we used the following assumptions in calculating the amounts included in the table and discussed below: •As required by SEC rules, we assume the triggering event causing the payment occurred on December 29, 2023, the last business day of our last completed fiscal year, and the price per share of our common stock was $42.37, the Nasdaq closing market price on that date. •We treat all amounts of base salary and annual cash incentive that were earned and accrued, including any 401k matching contributions, as of the date of the triggering event as paid immediately prior to the triggering event.

  28. ARRANGEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | | | | | | Name | Event of Termination | Severance ($) (1) | Stock-Based Awards ($) (2) | Perquisites and Other Benefits ($) (3) | Total ($) | | Derek J. Leathers | Termination without cause or resignation for good reason within 24 months following a change in control | 5,087,500 | 7,042,275 | 29,380 | 12,159,155 | | | Death | — | 5,349,975 | — | 5,349,975 | | | Disability (4) | — | — | — | — | | | Retirement (5) | — | — | — | — | | Christopher D. Wikoff | Termination without cause or resignation for good reason within 24 months following a change in control | 1,262,250 | 974,764 | 17,450 | 2,254,464 | | | Death | — | 974,764 | — | 974,764 | | | Disability (4) | — | 974,764 | — | 974,764 | | | Retirement (5) | — | — | — | — | | Nathan J. Meisgeier | Termination without cause or resignation for good reason within 24 months following a change in control | 1,479,000 | 770,159 | 23,504 | 2,272,663 | | | Death | — | 582,121 | — | 582,121 | | | Disability (4) | — | — | — | — | | | Retirement (5) | — | — | — | — | | Jim S. Schelble | Termination without cause or resignation for good reason within 24 months following a change in control | 1,071,000 | 723,595 | 9,901 | 1,804,496 | | | Death | — | 559,072 | — | 559,072 | | | Disability (4) | — | — | — | — | | | Retirement (5) | — | — | — | — | | James L. Johnson | Termination without cause or resignation for good reason within 24 months following a change in control | 1,147,500 | 770,159 | 29,718 | 1,947,377 | | | Death | — | 582,121 | — | 582,121 | | | Disability (4) | — | — | — | — | | | Retirement (5) | — | — | — | — |

  29. ARRANGEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) Represents lump sum cash severance payments, in accordance with the CIC Plan, equal to each Named Executive Officer’s Tier Level Multiplier, ranging from 1.5 to 2.5, times the sum of each Named Executive Officer’s (i) 2023 base salary and (ii) 2023 target cash incentive. The amounts are to be paid within 60 days following the date of the triggering event. | | (2) In certain events, our 2023 LTIP and Prior Plan, or agreements thereunder, provide for accelerated vesting of all unvested restricted awards and of performance awards based on the level of goal achievement through the date of the event. Unless otherwise noted, the amounts represent the estimated fair value of all unvested equity awards as of December 29, 2023 using the $42.37 closing market price as of that date. Additional information regarding the estimated fair value of performance stock is as follows: (i) the 2023 performance stock was deemed to have been earned at the target level (in the event of termination without cause or resignation for good reason within 24 months following a change in control) or unearned (in the event of death, disability or retirement); (ii) no shares were deemed to be earned for the 2022 performance stock because the Company achieved below the threshold level of performance for the two-year performance period ended December 31, 2023; and (iii) the 2021 performance stock was deemed to have been earned at 150% (in the event of termination without cause or resignation for good reason within 24 months following a change in control or as a result of death) because the Company achieved a level of performance of 200% for the two-year performance period ended December 31, 2022, but the absolute TSR for the three-year period ended December 31, 2023 was below 25% capping the award payout at 150% of target. | | (3) Under the CIC Plan, this represents the estimated employer portion of premium costs for the continuation of medical, and dental coverage under COBRA for a period (in months) equal to each Named Executive Officer’s Tier Level Multiplier, ranging from 1.5 to 2.5, times 12 (“Coverage Period”). Premium cost reimbursements by the Company will continue through the Coverage Period unless the Named Executive Officer ceases to be eligible under COBRA or he becomes eligible for coverage under the health benefit plan of a subsequent employer. | | (4) In the event of disability, accelerated vesting of unvested restricted awards and performance awards is applicable for restricted stock awarded on or after May 9, 2023 and for performance stock awarded on or after February 7, 2022. | | (5) In the event of retirement, continued vesting of unvested performance awards is applicable for performance stock awarded on or after February 7, 2022. Messrs. Leathers, Wikoff and Meisgeier are not retirement eligible under the terms of the applicable performance award agreements. Messrs. Schelble and Johnson are retirement-eligible; although, as of December 29, 2023, they would not have held the 2023 performance awards for the 12 months required for vesting eligibility. No vesting is shown for their 2022 performance awards for the reason set forth in note (2), part (ii) above. |

  30. ARRANGEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Mr. Steele is not included in the foregoing table as he retired as an employee from the Company on June 30, 2023 and became ineligible for cash severance payments. As shown in the Outstanding Equity Awards at December 31, 2023 table, he had no outstanding awards at December 31, 2023 that remained eligible to vest.

  31. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents information about compensation earned during 2023, 2022 and 2021 by our Named Executive Officers. You should read the Summary Compensation Table in conjunction with the Compensation Discussion and Analysis section and the tables and narrative descriptions that follow. Columns that would otherwise be required by SEC rules are omitted if inapplicable.

  32. SUMMARY COMPENSATION TABLE

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | Name and Principal Position | | Year | Salary (1) | Bonus ($) (2) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Derek J. Leathers – Chief Executive Officer | | 2023 | 917,308 | — | 3,600,000 | 812,520 | 116,924 | 5,446,752 | | | | 2022 | 838,462 | — | 3,200,000 | 1,288,000 | 133,736 | 5,460,198 | | | | 2021 | 844,231 | — | 2,800,000 | 1,574,200 | 95,920 | 5,314,351 | | Christopher D. Wikoff – EVP, Treasurer & Chief Financial Officer (6) | | 2023 | 329,366 | 250,000 | 1,000,000 | 179,284 | — | 1,758,650 | | Nathan J. Meisgeier – President & Chief Legal Officer (7) | | 2023 | 421,923 | — | 400,000 | 227,462 | 11,324 | 1,060,709 | | Jim S. Schelble – EVP & Chief Administrative Officer | | 2023 | 416,923 | — | 350,000 | 209,328 | 34,451 | 1,010,702 | | | | 2022 | 384,616 | — | 350,000 | 341,600 | 30,374 | 1,106,590 | | | | 2021 | 394,231 | — | 300,000 | 408,480 | 33,104 | 1,135,815 | | James L. Johnson – EVP & Chief Accounting Officer | | 2023 | 450,000 | — | 400,000 | 228,218 | 11,324 | 1,089,542 | | | | 2022 | 429,231 | — | 350,000 | 390,285 | 11,328 | 1,180,844 | | | | 2021 | 413,077 | — | 300,000 | 428,904 | 12,261 | 1,154,242 | | John J. Steele – Former EVP, Treasurer & Chief Financial Officer (8) | | 2023 | 192,865 | — | — | — | 455,727 | 648,592 | | | | 2022 | 326,923 | — | 350,000 | 256,632 | 10,547 | 944,102 | | | | 2021 | 337,116 | — | 300,000 | 331,908 | 10,089 | 979,113 | | (1) | Base salary for 2022 reflects 25 biweekly payments instead of 26. | | | | | | | | | (2) | Mr. Wikoff joined the Company on April 18, 2023 and received a cash sign on bonus. In the event Mr. Wikoff resigns his employment for any reason or the Company terminates his employment for cause, in each case, within one year following the payment date of the sign on bonus, he is obligated to repay the entire gross amount of the sign on bonus to the Company on the date of his termination. | | | | | | | | | (3) | The stock awards reported in this column and the associated valuation assumptions are also disclosed in the Grants of Plan-Based Awards for 2023 table. The stock awarded in 2023 includes both restricted stock and performance stock. Reported amounts for restricted stock represent the grant date fair value and for performance stock represent the grant date fair value based on the target level of performance. The target value of the 2023 performance awards was as follows: Mr. Leathers $1,800,000, Messrs. Meisgeier and Johnson $200,000, and Mr. Schelble $175,000. If the highest level of performance is achieved, prior to any potential adjustment related to the TSR modifier, the value of the 2023 awards would be as follows: Mr. Leathers $3,600,000, Messrs. Meisgeier and Johnson $400,000, and Mr. Schelble $350,000. Messrs. Wikoff and Steele did not receive performance stock in 2023. | | | | | | | | | (4) | Cash awards reported in this column represent the actual amounts earned under the Company’s performance-based AIP for fiscal years 2023, 2022 and 2021 based upon achievement of pre-defined performance metrics, and were paid in February following the end of each fiscal year. Such awards are also disclosed in the Grants of Plan-Based Awards for 2023 table. | | | | | | | | | (5) | Refer to the All Other Compensation for 2023 table for a description of the compensation reported in this column. | | | | | | | | | (6) | Salary for Mr. Wikoff represents all salary paid to him during 2023. Mr. Wikoff’s 2023 AIP cash award payout was prorated based on his time in service at the Company in 2023. | | | | | | | | | (7) | Mr. Meisgeier was not a Named Executive Officer in 2022 and 2021. | | | | | | | | | (8) | Mr. Steele served as EVP, Treasurer & Chief Financial Officer until April 18, 2023, and retired as an employee from the Company on June 30, 2023. His salary represents all salary paid to him during 2023. Upon his retirement, Mr. Steele forfeited 100% of his 2021 performance stock award, 66% of his 2022 restricted stock award, and 33% of his 2021 restricted stock award, representing the unvested portions of such awards. In 2023, Mr. Steele did not receive awards of restricted stock, performance stock, or performance-based AIP. | | | | | | | |

  33. GRANTS OF PLAN-BASED AWARDS FOR 2023

    GRANTS OF PLAN-BASED AWARDS FOR 2023 Equity and non-equity incentive plan awards granted to Named Executive Officers during 2023 included the following: •Non-equity incentive plan: cash annual incentive compensation awarded under the performance-based AIP, with performance metrics for operating income, revenues less FSC, and individual performance for fiscal 2023. The actual AIP payouts earned for 2023 are disclosed in the Summary Compensation Table and were paid in February 2024. •Equity incentive plan: awards of performance stock under the Prior Plan, with an earnings per diluted share performance metric for the two-year period from January 1, 2023 to December 31, 2024. No shares are earned for performance below the threshold level. •Stock awards: awards of restricted stock under the Prior Plan for Messrs. Leathers, Meisgeier, Schelble, and Johnson and under our 2023 LTIP for Mr. Wikoff. Restricted stock awards are subject to time-based vesting. The following table sets forth information regarding equity and non-equity incentive plan awards granted to Named Executive Officers during 2023. Columns that would otherwise be required by SEC rules are omitted if inapplicable. The awards reported in the following table are also disclosed in the Summary Compensation Table and Outstanding Equity Awards at December 31, 2023 tables and therefore do not constitute additional compensation not otherwise reported in this Proxy Statement.

  34. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | GRANTS OF PLAN-BASED AWARDS FOR 2023 | | | | | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards ($) (1) | | Name | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Derek J. Leathers | | | 555,000 | 1,110,000 | 2,220,000 | | | | | | | | | 2/10/23 | | | | 9,985 | 39,941 | 89,867 | | 1,800,000 | | | | 2/23/23 | | | | | | | 39,141 | 1,800,000 | | Christopher D. Wikoff | | | 173,250 | 346,500 | 693,000 | | | | | | | | | 5/9/23 | | | | | | | 23,006 | 1,000,000 | | Nathan J. Meisgeier | | | 152,250 | 304,500 | 609,000 | | | | | | | | | 2/10/23 | | | | 1,110 | 4,438 | 9,986 | | 200,000 | | | | 2/23/23 | | | | | | | 4,349 | 200,000 | | Jim S. Schelble | | | 147,000 | 294,000 | 588,000 | | | | | | | | | 2/10/23 | | | | 971 | 3,883 | 8,737 | | 175,000 | | | | 2/23/23 | | | | | | | 3,805 | 175,000 | | James L. Johnson | | | 157,500 | 315,000 | 630,000 | | | | | | | | | 2/10/23 | | | | 1,110 | 4,438 | 9,986 | | 200,000 | | | | 2/23/23 | | | | | | | 4,349 | 200,000 | | John J. Steele (2) | | | — | — | — | — | — | — | — | — | | (1) | The grant date fair value per share of the performance stock and the restricted stock is based upon the market price of the underlying common stock on the grant date, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. The grant date fair values per share of the performance stock and the restricted stock were $45.07 and $45.99, respectively, for Messrs. Leathers, Meisgeier, Schelble, and Johnson. The grant date fair value per share of the restricted stock was $43.47 for Mr. Wikoff. The present values of estimated future dividends for the February 10, 2023, February 23, 2023, and May 9, 2023 grants were calculated based on $0.13, $0.13, and $0.14 quarterly dividend amounts per share, respectively, and risk-free interest rates of 4.0%, 4.1%, and 3.8%, respectively. Further discussion of the valuation and assumptions regarding our stock awards is provided in Note 11 of our Consolidated Financial Statements in the 2023 Form 10-K. | | | | | | | | | | | (2) | Mr. Steele did not receive any plan-based awards in 2023 due to his announced retirement. | | | | | | | | | |

  35. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END The table that follows presents information regarding all outstanding equity awards held by each of the Named Executive Officers as of December 31, 2023. Columns that would otherwise be required by SEC rules are omitted if inapplicable. Restricted stock and performance stock awards are generally contingent upon the recipient’s continued employment with the Company through each vesting date. See Arrangements and Potential Payments upon Termination or Change in Control for further information on award terms and conditions. Awards reported in these tables with grant dates before 2021 are not disclosed in the Summary Compensation Table and therefore constitute additional compensation not otherwise reported in this Proxy Statement.

  36. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 | | | | | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | | Derek J. Leathers | 2/11/21 | | 11,188(2) | | 474,036 | | | | | | | 2/11/21 | | 51,303(3) | | 2,173,708 | | | | | | | 2/7/22 | | 24,636(4) | | 1,043,827 | | | | | | | 2/7/22 | | —(5) | | — | | | | | | | 2/10/23 | | | | | | 19,971(6) | | 846,171 | | | 2/23/23 | | 39,141(7) | | 1,658,404 | | | | | | Christopher D. Wikoff | 5/9/23 | | 23,006(8) | | 974,764 | | | | | | Nathan J. Meisgeier | 2/11/21 | | 1,199(2) | | 50,802 | | | | | | | 2/11/21 | | 5,496(3) | | 232,866 | | | | | | | 2/7/22 | | 2,695(4) | | 114,187 | | | | | | | 2/7/22 | | —(5) | | — | | | | | | | 2/10/23 | | | | | | 2,219(6) | | 94,019 | | | 2/23/23 | | 4,349(7) | | 184,267 | | | | | | Jim S. Schelble | 2/11/21 | | 1,199(2) | | 50,802 | | | | | | | 2/11/21 | | 5,496(3) | | 232,866 | | | | | | | 2/7/22 | | 2,695(4) | | 114,187 | | | | | | | 2/7/22 | | —(5) | | — | | | | | | | 2/10/23 | | | | | | 1,942(6) | | 82,283 | | | 2/23/23 | | 3,805(7) | | 161,218 | | | | | | James L. Johnson | 2/11/21 | | 1,199(2) | | 50,802 | | | | | | | 2/11/21 | | 5,496(3) | | 232,866 | | | | | | | 2/7/22 | | 2,695(4) | | 114,187 | | | | | | | 2/7/22 | | —(5) | | — | | | | | | | 2/10/23 | | | | | | 2,219(6) | | 94,019 | | | 2/23/23 | | 4,349(7) | | 184,267 | | | | | | John J. Steele (9) | 2/7/22 | | —(5) | | — | | | | |

  37. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (1) Market value is calculated by multiplying the number of shares of stock that have not vested by the closing market price of our common stock ($42.37 per share) on December 29, 2023 (the last trading day of our fiscal year). | | (2) The remaining shares of restricted stock vested on February 11, 2024. | | (3) The number of shares and market value for performance stock granted February 11, 2021 is reported at 150% of the target level of performance (pursuant to SEC rules) because the Company achieved a level of performance of 200% for the two-year performance period from January 1, 2021 to December 31, 2022, but the TSR for the three-year period ended December 31, 2023 was below the 25th percentile relative to a group of peer companies, capping the award payout at 150% of target. The Compensation Committee certified achievement at 150% on January 26, 2024. The shares ultimately earned vested in one installment on February 11, 2024. | | (4) One-half of the restricted stock vested on February 7, 2024, and the remaining shares vest on February 7, 2025. | | (5) No shares were earned and no shares will vest for performance stock granted February 7, 2022 because the Company achieved below the threshold level of performance for the two-year performance period from January 1, 2022 to December 31, 2023. | | (6) The number of shares and market value for performance stock granted February 10, 2023 is reported at the threshold level of performance (pursuant to SEC rules) because the Company has not yet achieved the threshold level of performance for the two-year performance period from January 1, 2023 to December 31, 2024. Any shares ultimately earned will vest in one installment on February 10, 2026. | | (7) Thirty-four percent of the restricted stock vested on February 23, 2024, and the remaining shares vest in two equal installments on February 23, 2025 and 2026. | | (8) This award shall vest in five annual increments of 20% each beginning May 9, 2024, and become fully vested on May 9, 2028. | | (9) Upon his retirement, Mr. Steele forfeited 100% of his 2021 performance stock award, 66% of his 2022 restricted stock award, and 33% of his 2021 restricted stock award, representing the unvested portions of such awards. |

  38. STOCK VESTED FOR 2023

    STOCK VESTED FOR 2023 The following table provides information regarding shares of restricted and performance stock that vested during 2023. The number of shares and value realized on vesting of stock awards includes shares that were withheld at the time of vesting to satisfy tax withholding requirements. Columns that would otherwise be required by SEC rules are omitted if inapplicable. Our Named Executive Officers had no outstanding stock options as of December 31, 2023.

  39. STOCK VESTED FOR 2023

    | STOCK VESTED FOR 2023 | | | | | | | Stock Awards | | | | | Name | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) | | | Derek J. Leathers | | 100,330 | | 4,714,940 | | Christopher D. Wikoff | | — | | — | | Nathan J. Meisgeier | | 13,240 | | 621,607 | | Jim S. Schelble | | 13,429 | | 630,402 | | James L. Johnson | | 13,429 | | 630,402 | | John J. Steele | | 13,429 | | 630,402 |

  40. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    NONQUALIFIED DEFERRED COMPENSATION FOR 2023 We have a nonqualified deferred compensation plan for eligible key employees whose 401(k) plan contributions are limited by IRS regulations affecting highly compensated employees. This plan is subject to the requirements of Section 409A of the Internal Revenue Code and is administered in good faith compliance with Section 409A. Deferrals. Under the nonqualified deferred compensation plan, eligible employees are permitted to defer a portion of their base salary and cash annual incentive compensation on a pre-tax basis within maximum dollar limitations we establish each year that correspond to participants’ job titles (such as President or Executive Vice President). The maximum deferral limit for each of the Named Executive Officers was $100,000 for the 2023 and 2024 plan years. Company Contributions. The nonqualified deferred compensation plan also permits us to make matching contributions to participant accounts. We did not make any such matches in 2023 and have not done so since adopting the plan. Earnings. Each participant in the nonqualified deferred compensation plan selects one or more investment funds available under the plan in which their contributed amounts are deemed to be invested. Deferred compensation accounts will then accrue earnings or losses based on the return of the selected investment funds. We do not pay preferential earnings or guarantee above-market earnings on any investments made under the plan. Distributions and “In Service” Withdrawals. A participant elects under his salary deferral agreement whether the resulting deferred compensation will be distributed to him in annual installments or a lump sum payment upon separation. Distributions are made after the participant’s retirement or termination from the Company and will generally not begin until 12 months after the separation date. Under certain circumstances, participants may also elect to receive scheduled (education account) or hardship “in service” withdrawals while still employed with us.

  41. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | NONQUALIFIED DEFERRED COMPENSATION FOR 2023 | | | | | | | | | | Name | | Executive Contributions in 2023 ($) (1) | | Company Contributions in 2023 ($) (2) | Aggregate Earnings (Losses) in 2023 ($) (3) | | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End of 2023 ($) (4) | | Derek J. Leathers | | | 100,000 | — | | 175,703 | — | 1,187,272 | | Christopher D. Wikoff | | | — | — | | — | — | — | | Nathan J. Meisgeier | | | 134,996(5) | — | | 79,885 | — | 383,538 | | Jim S. Schelble | | | 99,996 | — | | 170,363 | — | 1,460,085 | | James L. Johnson | | | 100,000 | — | | 168,738 | — | 1,112,723 | | John J. Steele | | | — | — | | 242,357 | — | 1,838,121 | | (1) | The amounts disclosed in this column are reported as compensation and included within the amounts in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. | | | | | | | | | (2) | The Company does not make matching contributions. | | | | | | | | | (3) | We do not provide above-market or preferential earnings on nonqualified deferred compensation plan balances; therefore, we did not report any portion of these amounts in the Summary Compensation Table pursuant to SEC rules. | | | | | | | | | (4) | Of these balances, the following executive contributions were reported in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table in our proxy statements for 2021 and 2022: Mr. Leathers, $143,000; Mr. Schelble, $174,996; Mr. Johnson, $175,000; and Mr. Steele, $174,980. | | | | | | | | | (5) | Includes a 2022 plan year deferral election of $35,000 related to Mr. Meisgeier’s 2022 cash annual incentive compensation, which was paid in February 2023. Mr. Meisgeier’s contributions for 2022 and 2023 were within the maximum deferral limits for each year. | | | | | | | |

  42. CEO PAY RATIO

    CEO PAY RATIO For 2023, our last completed fiscal year, the annual total compensation of the median employee of our company (other than our CEO) was $59,723; and the annual total compensation of our CEO was $5,446,752. The ratio of the annual total compensation of our CEO to the median employee’s annual total compensation was 91 to 1 for 2023. We believe the ratio provided here is a reasonable estimate calculated in a manner consistent with SEC requirements. Pursuant to SEC rules, we identified a new median employee for 2023. To identify the median employee, we conducted a full analysis of our U.S. employee population as of our December 31, 2023 determination date. We relied on the definition of employee provided by the applicable rule, and we excluded employees residing in Mexico and Canada from our calculation under the de minimis exemption. As of our December 31, 2023 determination date, the total number of U.S. and non-U.S. employees was 13,819, which was used in calculating our de minimis exemption. The number of non-U.S. employees, by jurisdiction, excluded under the de minimis exemption were: (i) Mexico 100 and (ii) Canada 5. To determine our median employee, we used total Medicare wages and tips as reported on the employees’ IRS Form W-2 for 2023. These amounts were then annualized to account for permanent employees that were employed for less than the full fiscal year. After identifying the median employee, we then calculated the annual total compensation of such employee for 2023 on the same basis as used for the CEO in the Summary Compensation Table.

  43. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following disclosure provides information regarding the “compensation actually paid” to our CEO and non-CEO NEOs versus Company performance. Additional information on how the Compensation Committee makes compensation decisions and aligns executive compensation with Company performance is included in Compensation Discussion and Analysis, beginning on page 23 of this Proxy Statement. The following table presents information about our Named Executive Officers’ pay and Company performance for each of the Company’s four most recently completed fiscal years.

  44. PAY VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for CEO ($) (1) | Compensation Actually Paid to CEO ($) (1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (3) | Average Compensation Actually Paid to Non-CEO NEOs ($) (2)(3) | Total Share- holder Return ($) | 2023 Peer Group Total Share- holder Return ($) (4) | 2022 Peer Group Total Share- holder Return ($) (4) | Net Income ($) (in 000’s) | Operating Income ($) (in 000’s) | | 2023 | 5,446,752 | 3,516,805 | 1,113,639 | 899,065 | 122 | 228 | 228 | 112,290 | 176,416 | | 2022 | 5,460,198 | 2,465,428 | 1,094,807 | 701,308 | 115 | 175 | 175 | 245,580 | 323,076 | | 2021 | 5,314,351 | 8,798,833 | 1,133,218 | 1,587,300 | 134 | 213 | 212 | 261,478 | 309,146 | | 2020 | 4,810,029 | 6,822,876 | 1,102,850 | 1,423,523 | 109 | 131 | 131 | 169,078 | 227,438 | | (1) | Represents compensation of Mr. Leathers for all periods presented. | | | | | | | | | | (2) | SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid.” The Reconciliation of Compensation Actually Paid Adjustments table below details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the non-CEO NEOs). | | | | | | | | | | (3) | Compensation of Messrs. Schelble, Johnson, and Steele are included in the average compensation calculations for all periods presented. Messrs. Wikoff and Meisgeier are included in the average compensation calculations for 2023 and Mr. Nordlund is included in the average compensation calculations for 2022, 2021, and 2020. | | | | | | | | | | (4) | In 2023, we selected a new Peer Group in order to more closely align with our benchmarking Peer Group. Our peer group includes companies similar to us in the transportation industry and has the following companies: ArcBest; Covenant Logistics Group; Daseke; Forward Air; Heartland Express; Hub Group; JB Hunt; Knight-Swift Transportation; Landstar System; Marten Transport; Old Dominion Freight Line; Saia; and Schneider National. We added Daseke to our 2023 peer group and removed US Xpress Enterprises, Inc. (acquired by Knight-Swift Transportation in 2023) and Yellow Corporation (ceased operations in 2023) from our 2023 and 2022 peer groups. | | | | | | | | |

  45. PAY VERSUS PERFORMANCE

    The following table reconciles total compensation reported in the Summary Compensation Table to “compensation actually paid” for the CEO and non-CEO NEOs (averaged) over the last four years.

  46. PAY VERSUS PERFORMANCE

    | RECONCILIATION OF COMPENSATION ACTUALLY PAID ADJUSTMENTS | | | | | | | | | Year | Summary Compensation Table “Total” Column ($) | Subtract Summary Compensation Table “Stock Awards” Column ($) | Add Year End Fair Value of Unvested Equity Awards Granted in Year ($) | Add/ (Subtract) Year Over Year Change in Fair Value of Unvested Equity Awards Granted in Prior Years ($) | Add/ (Subtract) Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year ($) | Subtract Fair Value of Prior Year Equity Awards that Failed to Meet Vesting Conditions in Year ($) | Compensation Actually Paid ($) | | CEO | | | | | | | | | 2023 | 5,446,752 | (3,600,000) | 2,433,079 | (1,562,871) | 799,845 | — | 3,516,805 | | 2022 | 5,460,198 | (3,200,000) | 2,507,777 | (2,102,923) | (199,624) | — | 2,465,428 | | 2021 | 5,314,351 | (2,800,000) | 4,741,960 | 1,288,523 | 253,999 | — | 8,798,833 | | 2020 | 4,810,029 | (2,800,000) | 4,252,764 | 302,174 | 257,909 | — | 6,822,876 | | Non-CEO NEOs (Average) | | | | | | | | | 2023 | 1,113,639 | (430,000) | 343,301 | (124,568) | 84,891 | (88,198) | 899,065 | | 2022 | 1,094,807 | (350,000) | 274,289 | (287,911) | (29,877) | — | 701,308 | | 2021 | 1,133,218 | (312,500) | 529,187 | 195,957 | 41,438 | — | 1,587,300 | | 2020 | 1,102,850 | (412,500) | 626,539 | 49,962 | 56,672 | — | 1,423,523 |

  47. PAY VERSUS PERFORMANCE

    The following graphs illustrate the relationships between each of the financial performance measures included in the Pay Versus Performance Table above and the compensation actually paid to the CEO and, on average, to non-CEO NEOs over the Company’s four most recently completed fiscal years. The following is a list of key financial performance measures used to link compensation actually paid to our Named Executive Officers for 2023 to company performance: •Revenues, less fuel surcharge revenues •Operating income •Diluted earnings per share