DEF 14A of Werner Enterprises Inc, Mar 31, 2025

DEF 14A of Werner Enterprises Inc

Filed Mar 31, 2025 · FY20240000793074-25-000016

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, 2027.

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES You will be asked to elect three Class I directors to each serve for a three-year term expiring at the Annual Meeting of Stockholders in 2028 (“2028 Annual Meeting”). The nominees are incumbent directors and nominated by the Board upon the recommendation of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”). They are:

  3. DIRECTOR NOMINEES

    | NOMINEES OF THE BOARD OF DIRECTORS | | | | Class | Term Ends | Name | | Class I | If elected, new term will expire at 2028 Annual Meeting | Michelle D. Greene Jack A. Holmes Carmen A. Tapio |

  4. DIRECTOR NOMINEES

    As of the date of this Proxy Statement, the Board has eight directors - three serving in each of Class I and Class II, and two serving in Class III. 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 consented to being named as a nominee herein and acknowledged an intention to serve as a director for the full period of the upcoming term 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 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 | Former Director, President & Chief Executive Officer of Transport America, Inc. | 2027 | 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 | 2025 | I | | Jack A. Holmes, Director & Nominee | 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 & Nominee | Founder and Chief Executive Officer of North End Teleservices, LLC | 2025 | I | | Alexi A. Wellman, Director | Chief Executive Officer of Altaba, Inc. | 2027 | 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, 68, was initially elected to our Board by stockholders in May 2021. He retired from Transport America, Inc. in January 2017 after serving as President & Chief Executive Officer and on the board for ten years. Prior to that, he had a 27-year career with Schneider National, where in his final six years he served as President of its transportation sector responsible for trucking and intermodal businesses. He serves on the board of advisors of CSM Companies, Inc., a transportation products distributor, and is a former director of public companies Commercial Vehicle Group, Inc. and TFI International Inc. He brings to our Board substantial business experience in the truckload industry and prior experience as a public company director in our industry. DIANE K. DUREN, 65, was initially elected to the Board by stockholders in May 2017. In February 2017, she retired from Union Pacific Corporation, having served as Executive Vice President, Chief Administrative Officer and Corporate Secretary for four years. Her 32 years at Union Pacific also included roles in finance and as a vice president and general manager in chemical marketing/sales and agricultural products. In her early career, she was a certified public accountant with Deloitte, Haskins & Sells. She serves on the board of Savage Companies, a provider of infrastructure and supply chain services. While it was still a public company, she served on the board of U.S. Silica Holdings, Inc. She chairs the board of the Metropolitan Entertainment & Convention Authority of Omaha, chairs the board of trustees of Creighton University, and serves on the board of trustees of Peter Kiewit Foundation. Among many other community contributions, she has chaired the Heartland Chapter of the American Red Cross board and the board of Children’s Nebraska, a non-profit pediatric hospital. Ms. Duren contributes to our Board her history of prior executive leadership roles, the benefit of her vast experience in the transportation industry, and her knowledge in the fields of finance, accounting and human resources. MICHELLE D. GREENE, 55, was appointed by our Board in November 2023 to fill a directorship vacancy and initially elected by stockholders in May 2024. She has served since August 2022 as Executive Vice President, Chief Information Officer of Global Technology and Business Services at Cardinal Health (“Cardinal”), a healthcare services and products company, where she manages teams charged with digital and commercial technologies, information technology, and technology processes. She previously served as Senior Vice President and Chief Information Officer of Cardinal’s pharmaceutical segment. From March 2018 until she joined Cardinal in February 2021, she was Vice President Information Technology at Masco Corporation, a home improvement products manufacturer. She held various information technology leadership positions at Johnson Controls from 2009 – 2018 and worked in business infrastructure and information technology at Sony Ericsson from 2000 – 2008. She is on the board of Cardinal’s charitable foundation and sponsors Cardinal’s STEM Initiative and Black and African American employee resource group. She serves on the board of Goodwill of Southeastern Wisconsin; vice-chairs the boards of Goodwill Manufacturing, Inc. and GreenPath Financial Wellness; and is active in the Information Technology Senior Management Forum. With her strategic experience in technology solutions, information technology infrastructure, and cybersecurity, Ms. Greene adds valuable acumen to our Board. JACK A. HOLMES, 65, was appointed by our Board in August 2018 to fill the directorship position created by a Board expansion and initially elected by stockholders in May 2019. He was president of UPS Freight (“UPS”) from 2007 until his retirement in 2016. In his 37 years at UPS, he also held leadership roles in operations, engineering, and human resources. As executive chairman, he leads the board of EmergeTech, Inc., which provides solutions for freight procurement. He served as a director of Sharps Compliance when it was a public company. He also served on the boards of Redwood Logistics, LaserShip, and 10-4 Systems. He formerly co-chaired the National Freight Advisory Committee’s Conditions, Performance and Data Subcommittee and served on the American Transportation Research Institute’s board. With his extensive leadership experience in the transportation industry and in acquisitions, he brings important insight to our Board. DEREK J. LEATHERS, 55, is our Chairman and Chief Executive Officer, serving as Chairman since May 2021 and CEO since May 2016. He was Vice Chairman in 2020-21 and President from 2011 to January 2024. Our Board appointed him in May 2020 to fill a directorship vacancy and stockholders initially elected him in May 2021. Mr. Leathers has worked in the transportation and logistics industry for over 30 years. Throughout his tenure at the Company, he has held integral roles in many facets of the organization, including the establishment of our Mexico operations and oversight for all the asset operating groups. Prior to joining the Company in 1999, he was employed by Schneider National 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 holds an economic degree from Princeton University. He serves on the board of SkyWest Incorporated, a public airline company; as the board chair of the American Transportation Research Institute; as the board vice-chair of the American Trucking Associations; on the executive committees of the Greater Omaha Chamber of Commerce and the United Way of the Midlands; and on the board of trustees for Creighton University. He is a founder and board member of the PlaySmart Leadership Academy, an Omaha non-profit for youth. He brings to the Board a unique understanding of our business and operations as well as his extensive knowledge of the transportation industry. MICHELLE D. LIVINGSTONE, 66, was appointed by our Board in May 2022 to fill a directorship vacancy and initially elected by stockholders in May 2023. She is the founder and CEO of M. D. Livingstone Consulting, LLC, established in 2022 and providing supply chain solution consultation. She teaches at the Transportation and Supply Chain Institute at the University of Denver and is an advisor to The Pasha Group, a family-owned diversified global logistics and transportation services company. She retired in 2021 from serving as Vice President – Transportation from The Home Depot, a home improvement retailer, which she joined in 2007. She was Senior Vice President – Transportation for C&S Wholesale Grocers from 2005 to 2007, Vice President – Transportation for J.C. Penney from 2002 to 2005, and a transportation leader at Kraft Foods from 1985 – 2002. She serves on the board of Mastery Logistics Systems, Inc., which provides a cloud-based transportation management system. She is on the executive board of Indiana University’s Kelley School of Business Transportation and the boards of the Transportation and Supply Chain Institute at the University of Denver and of Rainbow Village, a non-profit addressing homelessness in Georgia. Ms. Livingstone contributes her extensive transportation leadership experience to our Board.

  8. DIRECTOR INFORMATION

    CARMEN A. TAPIO, 59, was appointed by our Board in November 2020 to fill a directorship vacancy and initially elected by stockholders in May 2021. In 2015, she founded North End Teleservices, LLC, which provides advanced contact center solutions. She has served as its CEO from 2017 and previously served as its President and Chief Operating Officer. She founded Forever North Real Estate LLC, a multi-use property investment company, and the NET Work Spot, a coworking space, each in Omaha. From 2010 to 2015, she owned and managed Core Advantage Consulting in Omaha, and from 2001 to 2009, she served in multiple vice president positions with Carlson Companies of Minneapolis, Minnesota. She serves on the executive committee of the Federal Reserve Bank of Kansas City and is a member of the board of commissioners of Omaha’s Inland Port Authority, the boards of trustees of Ewing Marion Kauffman Foundation and University of Nebraska Foundation, and the board of Omaha Zoological Society. She chaired the board of the Greater Omaha Chamber of Commerce and the Leadership, Diversity and Inclusion Council for the State of Nebraska’s Blueprint Nebraska strategy and founded Nebraska Black Women United. Ms. Tapio brings a unique perspective to our Board, having worked in leadership for Fortune 500 and 100 companies in the United States, Australia, Mexico and throughout Europe and having taken multiple career paths, holding both executive and general management business roles and executive cultural roles. ALEXI A. WELLMAN, 54, was initially elected to our Board by stockholders in May 2021. She has been the Chief Executive Officer of Altaba, Inc., a closed-end management investment company, since January 2022. She served as Altaba, Inc.’s Chief Financial and Accounting Officer from 2017 through 2021. She was Vice President, Finance and ultimately Vice President, Global Controller of Yahoo! Inc. from 2013 to 2017 and Chief Financial Officer of Nebraska Book Company from 2011 to 2013. She was a 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. She currently serves on the boards of public companies EverCommerce Inc., a provider of SaaS business solutions, and ESS Inc., a manufacturer of energy storage solutions. Among other boards, she has served on the boards of public companies Endurance International Group Holdings and Yahoo! Japan and of public special purpose acquisition companies Bilander Acquisition Corp., TWC Tech Holdings II Corp., and Nebula Caravel Holdings, LLC, and early-stage technology companies MatMaCorp and V2verify. She is the senior advisor to the Master of Accounting Program at the University of Cambridge Judge School of Business and a former board member of the Greater Omaha Chamber of Commerce. Ms. Wellman brings to our Board significant knowledge and experience in financial management, accounting processes and corporate governance. Director Skills. The 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 of the continuing directors and director nominees, which the Governance Committee considered in its evaluation. The Company is continuing to refresh and add new capabilities to our Board, including a breadth of skills, experience, and personal characteristics. As a result, six of the eight directors have a tenure five years or less.

  9. DIRECTOR INFORMATION

    | DIRECTOR SKILLS | | | | | | | | | | | | 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 Position Held | X | | | X | X | | X | X | 63% | | Information Technology, Cybersecurity and/or Artificial Intelligence | | | X | X | X | | X | X | 63% | | Marketing and Sales | X | X | | X | X | | X | | 63% | | Service as Public Company Officer or as a Director at Another Public Company | X | X | X | X | X | X | | X | 88% | | Government Affairs, Public Policy, Regulatory | | | | X | X | X | | | 38% | | Transportation Industry | X | X | | X | X | X | | | 63% | | Corporate Governance | X | X | | X | X | | | X | 63% | | Financial and/or Accounting | | X | | X | X | | X | X | 63% | | Human Capital Management and/or Compensation | X | X | | | X | X | | X | 63% | | Board Tenure | | | | | | | | | | | Approximate Years | 4 | 8 | 1.5 | 7 | 5 | 3 | 4 | 4 | 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 2024. Our current 2024 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 also reimburse each independent director at cost for their reasonable out-of-pocket expenses incurred in connection with travel to Board and Board committee meetings or directly related to their 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 2024 table presents the compensation of each independent director serving during 2024. 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 2024 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 2024 | | | | | | | | | | Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($) (1)(2) | | All Other Compensation ($) | Total ($) | | | Scott C. Arves | | | 110,000 | | 100,000 | — | | 210,000 | | Diane K. Duren | | | 85,000 | | 100,000 | — | | 185,000 | | Michelle D. Greene | | | 75,000 | | 100,000 | — | | 175,000 | | Jack A. Holmes | | | 75,000 | | 100,000 | — | | 175,000 | | Michelle D. Livingstone | | | 75,000 | | 100,000 | — | | 175,000 | | Vikram Mansharamani, Ph.D. (3) | | | 12,500 | | — | — | | 12,500 | | Carmen A. Tapio | | | 85,000 | | 100,000 | — | | 185,000 | | Alexi A. Wellman | | | 90,000 | | 100,000 | — | | 190,000 | | (1) | On May 14, 2024, each of the independent directors then serving on the Board received an annual award of 2,739 shares of restricted stock with a grant date fair value of $36.51 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 14, 2024 grants were calculated based on a $0.14 quarterly dividend amount per share and a 4.0% risk-free interest rate. Further discussion of the valuation and assumptions regarding our stock awards is provided in Note 11 of our Consolidated Financial Statements in the 2024 Form 10-K. | | | | | | | | | (2) | The aggregate number of shares of unvested restricted stock outstanding at December 31, 2024 for each independent director who served in 2024 is as follows: Mr. Arves 5,036; Ms. Duren 5,036; Ms. Greene 3,653; Mr. Holmes 5,036; Ms. Livingstone 5,036; Ms. Tapio 5,036; and Ms. Wellman 5,036. No option awards were outstanding. | | | | | | | | | (3) | Dr. Mansharamani’s Board service ended February 27, 2024, upon which his unvested restricted stock awards became fully vested. | | | | | | | |

  15. DIRECTOR COMPENSATION AND BENEFITS

    During 2024, restricted stock was granted to the independent directors then serving on the Board on May 14, 2024. 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 14, 2027. 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 2024. 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. Mses. Duren and Tapio and Mr. Arves already met the revised ownership guidelines as of December 31, 2024. Mr. Holmes and Mses. Greene, Livingstone, 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 2024 and 2023 financial results. Our 2024 financial statements are included in the 2024 Form 10-K.

  17. COMPENSATION DISCUSSION AND ANALYSIS

    The Company’s financial results were impacted by the continued prolonged and challenging operating environment. Revenues for 2024 decreased 8% to $3.0 billion, while operating income decreased 63% to $66.1 million. Earnings per diluted share decreased 69% driven largely by lower equipment gains, inflationary headwinds and rate pressures. While Dedicated customer retention rate and pipeline of opportunities remained strong throughout 2024, the first half of the year experienced a decline in the Dedicated fleet from isolated losses as a result of pricing discipline. In One-Way Truckload, our pricing discipline, combined with better freight options and strong miles per tractor, led to a 6.4% increase in average revenues per tractor per week, net of fuel surcharge during 2024. Werner Logistics revenues and profitability continue to be impacted by ongoing pricing pressure. While our results in 2024 were not up to our standards, we believe the operational improvements we made should result in profitable growth generation for years to come. The Company’s cumulative total shareholder return (“TSR”) for the three-year period ended December 31, 2024 was (21.7%) and for the one-year period ended December 31, 2024 was (14.2%). Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2024 Form 10-K for more discussion of our 2024 financial results. For 2024, Mr. Meisgeier received a 21% base salary increase to align with base salaries reflected in competitive benchmarks based on his new position of President and resulting increasing responsibilities. For 2024, Messrs. Leathers and Wikoff received smaller base salary increases to maintain their competitive positioning compared to competitive benchmarks. See Base Salary for more discussion of the 2024 base salaries. The Compensation Committee based the performance metrics and target goals for 2024 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 2024 performance for the NEOs ranged from 60.5% to 73.1% of target. See Cash Annual Incentive Compensation for more discussion of the 2024 AIP. In February 2024, the Compensation Committee awarded equity-based long-term incentives to the NEOs split equally between restricted stock and performance stock at increased award values compared to 2023 for the NEOs. The restricted stock vests in equal annual installments 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 NEO based on the level of attainment of the performance objectives (two-year cumulative earnings per diluted share with a three-year relative TSR modifier). In December 2024, the Board awarded Messrs. Wikoff, Meisgeier, Downing and Mahon a supplemental grant of restricted stock that vests 100% on the third anniversary from the grant date. 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 2024, 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 2024 proxy statement dated April 3, 2024, in accordance with Section 14A of the Exchange Act. Stockholder votes were cast 89% in favor of our say-on-pay resolution to approve, on an advisory basis, the compensation of our NEOs. 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. 2024 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, as well as 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 our Insider Trading Policy generally prohibits hedging and pledging to further this principle. •Limit executive perquisites. •No tax gross-ups. Elements of Executive Compensation. The elements of our 2024 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 2024 executive compensation program. The table below summarizes our total compensation mix for 2024. It excludes certain items that are reflected as “All Other Compensation” for 2024 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

    | 2024 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 | | 36% | 28% | 18% | 18% | 64% | | (1) | Annual base salary rate set by the Compensation Committee in February 2024. | | | | | | | (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. | | | | | |

  19. COMPENSATION DISCUSSION AND ANALYSIS

    Cash Annual Incentive Compensation. The 2024 AIP established target cash award amounts as a percentage of base salary by executive position. For 2024, target cash annual incentive payouts as a percentage of base salary increased from 120% to 125% for the CEO and from 70% to 80% for Messrs. Wikoff and Meisgeier. The 2024 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 2024 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

    | 2024 ANNUAL INCENTIVE PLAN PERFORMANCE RESULTS | | | | | | | | AIP Measure | | Target (1) | Final Results (1) | Achieved (%) | Weight (%) | AIP Payout (% Target) | | Operating income (2) | | $200.0 | $80.7 | 0% | 40% | 0% | | Revenues less FSC (3) | | $2,951.1 | $2,767.0 | 68.8% | 30% | 20.6% | | Individual performance | | Varies by NEO | | 133.0% to 175.0% | 30% | 39.9% to 52.5% | | Total | | | | | 100% | 60.5% to 73.1% | | (1) | Dollar amounts in millions. | | | | | | | (2) | Final results include adjustment of $4.5 million of insurance and claims expense for interest accrued during 2024 on an adverse jury verdict rendered in 2018 and $10.1 million of amortization expense related to intangibles, which the Compensation Committee determined should be added back to the reported 2024 operating income for purposes of the 2024 AIP payouts. | | | | | | | (3) | Operating revenues less trucking fuel surcharge revenues. | | | | | |

  21. COMPENSATION DISCUSSION AND ANALYSIS

    | CASH ANNUAL INCENTIVE COMPENSATION | | | | | | | Name | 2024 Base Salary ($) | Target Payout (% Salary) | Target AIP Payout ($) | AIP Payout (% Target) | 2024 AIP Payout ($) | | Derek J. Leathers | 945,000 | 125.0% | 1,181,250 | 73.1% | 863,494 | | Christopher D. Wikoff | 520,000 | 80.0% | 416,000 | 63.5% | 264,160 | | Nathan J. Meisgeier | 525,000 | 80.0% | 420,000 | 60.5% | 254,100 | | Eric J. Downing | 410,000 | 80.0% | 328,000 | 63.5% | 208,280 | | Daragh P. Mahon | 405,000 | 80.0% | 324,000 | 63.8% | 206,712 |

  22. COMPENSATION DISCUSSION AND ANALYSIS

    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. None of our restricted or performance stock awards give the recipient any voting or dividend rights until such award vests, nor do their terms include any post-vesting sales restrictions. The grant date of an equity award generally is the same date as the meeting at which the Compensation Committee decides to make the award, after giving consideration to timing, any material non-public information and related policies and procedures impacting such decisions as reflected in our Insider Trading Policy. As provided in the Insider Trading Policy, the Compensation Committee generally seeks to avoid timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. It generally strives to make its regular, annual equity award grants in consistent timeframes each year and to make all equity award grants during open trading windows under the policy. This timing generally allows the making of awards when the Compensation Committee believes that the Company, Board members, and the award recipients are not likely to possess material nonpublic information. The Compensation Committee may deviate from its regular grant schedule should it determine that it is inadvisable for any reason under the circumstances to make grants. For instance, a compensation program redesign or a Company transaction may interfere with readiness for the grant. In addition to the considerations above, if the Compensation Committee is aware of material nonpublic information when it would otherwise make grants of stock options, stock appreciation rights or similar option-like instruments, it will consider whether and how that fact should impact timing and terms of such awards. The Compensation Committee is cognizant of disclosures required for any such grants to NEOs that are within a period beginning four business days before the filing or furnishing of a Form 10-K, Form 10-Q or Form 8-K that discloses material nonpublic information and ending one business day after the filing or furnishing of such report. 2024 Long-Term Incentive Compensation. In February 2024, the Compensation Committee, in its sole discretion, awarded Messrs. Leathers, Wikoff, Meisgeier, Downing, and Mahon restricted stock and performance stock for 2024. The restricted stock vests in three annual increments of 34%, 33% and 33% beginning February 9, 2025 (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, 2024 to December 31, 2025, 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, 2026, 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 9, 2027, 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 –$3,900,000; Mr. Wikoff – $430,000; Messrs. Meisgeier and Downing – $500,000; and Mr. Mahon –$400,000. The target value granted to each of these NEOs was split equally between restricted stock and performance stock. In December 2024, the Board, after seeking input from the Compensation Committee, our Chairman & CEO and advice from our compensation consultant, awarded Messrs. Wikoff, Meisgeier, Downing and Mahon a supplemental grant of restricted stock to support our continuity of leadership and shareholder alignment objectives. The restricted stock vests in full on December 2, 2027 (100% on the third anniversary from the grant date), subject to continued employment. The grant date fair values of the restricted stock awards are as follows: Mr. Wikoff – $200,000; Mr. Meisgeier – $500,000; Mr. Downing – $500,000; and Mr. Mahon – $400,000. The 2024 grants of restricted stock and performance stock to the NEOs are disclosed in the Summary Compensation Table. Please refer to Grants of Plan-Based Awards for 2024 for additional information.

  23. COMPENSATION DISCUSSION AND ANALYSIS

    2023 Long-Term Incentive Compensation. In February 2023, the Compensation Committee, in its sole discretion, awarded the NEOs restricted stock and performance stock for 2023. The 2023 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 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 Compensation Committee has determined that (i) insurance and claims expense of $4.5 million in 2024 and $5.7 million in 2023, 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 $10.1 million in 2024 and $10.3 million in 2023, and (iii) net gains on investments of $8.5 million in 2024 and net losses on investments of $1.3 million in 2023 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 2023 performance shares. Cumulative earnings per diluted share from January 1, 2023 to December 31, 2024, adjusted for the accrued interest, amortization expense, and net gains and losses on investments, amounted to $2.58 which is below threshold, resulting in a payout of 0% of target (no payout). 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. 2022 Long-Term Incentive Compensation. In February 2022, the Compensation Committee, in its sole discretion, awarded the NEOs restricted stock and performance stock for 2022. The 2022 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 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 losses and gains on investments, amounted to $5.69 which is below threshold, resulting in a payout of 0% of target (no payout). Perquisites and Benefits. Our executive compensation program includes limited executive perquisites (not grossed up for taxes) that we believe are reasonable and consistent with our overall compensation objectives. Our Compensation Committee periodically reviews the perquisites provided to executive officers. The perquisites offered under our 2024 executive compensation program were as follows: •Country Club Membership. In 2024, we paid country club membership fees and other business-related and reasonably incurred expenses for certain NEOs, 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 a Company vehicle to Mr. Leathers for business and personal use. We are responsible for paying the operating expenses of this vehicle, except for fuel. •Medical Care Membership Program. We provide certain NEOs 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 NEOs to devote more time to our business while promoting their health and wellness. •Personal Use of Corporate Aircraft. Mr. Leathers is eligible to use the Company’s aircraft for limited personal use. Personal use for 2024 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 2024, 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 2024). These benefits are available to our NEOs on the same terms as provided to other eligible employees. The aggregate incremental cost of perquisites and other benefits provided to the NEOs is shown in the “All Other Compensation” column of the Summary Compensation Table and detailed in All Other Compensation for 2024. 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.

  24. COMPENSATION DISCUSSION AND ANALYSIS

    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 2024, 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 remove Kansas City Southern Railway Company (acquired by Canadian Pacific Railway in 2023) and U.S. Xpress Enterprises (acquired by Knight-Swift Transportation in 2023).

  25. COMPENSATION DISCUSSION AND ANALYSIS

    | 2024 COMPETITIVE PEER GROUP | | | | ArcBest | Hub Group | Marten Transport | | Covenant Logistics Group | J.B. Hunt | Old Dominion Freight Line | | Daseke | Knight-Swift Transportation | Saia | | Forward Air | Landstar System | Schneider National | | Heartland Express | | |

  26. 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 NEOs. When determining total compensation, we apply a consistent approach for all NEOs. 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 NEOs 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 NEO. The Compensation Committee determines each component of an NEO’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 NEOs. The Compensation Committee meets annually (near the end of the year) to review the compensation of our NEOs. 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 has achievement levels capped at 200%, with a TSR modifier, and 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 general hedging and pledging prohibition. 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 Prohibition. NEOs are subject to general prohibitions on hedging and pledging of the Company’s common stock as described in Insider Trading Policy; Hedging and Pledging Prohibitions. 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 2024, the executive ownership guidelines were as follows: Chief Executive Officer – 7.0 times and President and Executive Vice Presidents – 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 Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024. 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

  27. COMPENSATION DISCUSSION AND ANALYSIS

    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 NEOs (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.

  28. 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 NEOs 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 24 months beginning on the date of the change in control. In the event an NEO 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 NEO 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 time-vesting restricted stock awarded on or after May 9, 2023 and for performance stock is treated the same as vesting in the event of death, and (ii) performance stock awarded 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. None of our NEOs has or had a severance agreement or severance benefit arrangement with us. The following table summarizes potential payments upon termination or change in control for the NEOs who were still serving as executive officers as of December 31, 2024. 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 31, 2024, the last business day of our last completed fiscal year, and the price per share of our common stock was $35.92, the Nasdaq closing market price on such date. We used such price for calculating the value of accelerated stock award vesting under our 2023 LTIP and Prior Plan, or agreements thereunder, which is explained in notes (3) through (5) to the table below. •We treat all amounts of base salary and annual cash incentive that were earned and accrued, including any 401(k) matching contributions, as of the date of the triggering event as paid immediately prior to the triggering event.

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

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | | | | | | Name | Event of Termination | Severance ($) (1) | Stock-Based Awards ($) | Perquisites and Other Benefits ($) (2) | Total ($) | | Derek J. Leathers | Termination without cause or resignation for good reason within 24 months following a change in control (3) | 5,315,625 | 4,846,506 | 32,956 | 10,195,087 | | | Death (4) | — | 3,097,453 | — | 3,097,453 | | | Disability (4) | — | 1,727,034 | — | 1,727,034 | | | Retirement (5) | — | — | — | — | | Christopher D. Wikoff | Termination without cause or resignation for good reason within 24 months following a change in control (3) | 1,404,000 | 1,226,884 | 19,596 | 2,650,480 | | | Death (4) | — | 1,034,029 | — | 1,034,029 | | | Disability (4) | — | 1,034,029 | — | 1,034,029 | | | Retirement (5) | — | — | — | — | | Nathan J. Meisgeier | Termination without cause or resignation for good reason within 24 months following a change in control (3) | 1,890,000 | 1,053,462 | 26,365 | 2,969,827 | | | Death (4) | — | 829,213 | — | 829,213 | | | Disability (4) | — | 677,667 | — | 677,667 | | | Retirement (5) | — | — | — | — | | Eric J. Downing | Termination without cause or resignation for good reason within 24 months following a change in control (3) | 1,107,000 | 1,028,102 | 19,299 | 2,154,401 | | | Death (4) | — | 803,854 | — | 803,854 | | | Disability (4) | — | 677,667 | — | 677,667 | | | Retirement (5) | — | — | — | — | | Daragh P. Mahon | Termination without cause or resignation for good reason within 24 months following a change in control (3) | 1,093,500 | 860,140 | 19,308 | 1,972,948 | | | Death (4) | — | 680,756 | — | 680,756 | | | Disability (4) | — | 542,105 | — | 542,105 | | | Retirement (5) | — | — | — | — |

  30. 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 NEO’s Tier Level Multiplier, ranging from 1.5 to 2.5, times the sum of each NEO’s (i) 2024 base salary and (ii) 2024 target cash incentive. The amounts are to be paid within 60 days following the date of the triggering event. | | (2) 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 NEO 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 NEO ceases to be eligible under COBRA or he becomes eligible for coverage under the health benefit plan of a subsequent employer. | | (3) In the event of termination without cause or resignation for good reason within 24 months following a change in control, (i) restricted stock vests in full; (ii) the 2024 performance stock is deemed under the 2023 LTIP to have been earned at the target level; and (iii) the 2023 and 2022 performance stock is deemed unearned because performance was below the threshold level for the two-year performance periods, which ended December 31, 2024 and 2023, respectively. | | (4) In the event of death or disability, (i) restricted stock granted on or after May 9, 2023 vests in full; (ii) restricted stock granted prior to such date vests in full for death but does not vest for disability; and (iii) accelerated vesting of performance stock is deemed to have occurred based on an evaluation of actual achievement of the performance as of December 31, 2024; provided, however, that no evaluation was applied to (and no level of achievement was deemed to have occurred for) the performance stock granted in 2024, as only one year of the performance period has elapsed. The 2023 and 2022 performance stock is deemed unearned for the reasons set forth in note (3). | | (5) In the event of retirement, performance stock remains eligible to vest based on actual achievement of goals at the end of the performance period. Only Mr. Leathers is retirement eligible. No vesting is shown for his 2024 performance stock because he would not have held the performance stock for the 12 months required for vesting eligibility. His 2023 and 2022 performance stock is deemed unearned for the reasons set forth in note (3). The restricted stock award agreements do not provide for early vesting upon retirement. |

  31. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents information about compensation earned during 2024, 2023 and 2022 by our NEOs. You should read the Summary Compensation Table in conjunction with the Compensation Discussion and Analysis 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 | | 2024 | 941,923 | — | 3,900,000 | 863,494 | 119,076 | 5,824,493 | | | | 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 | | Christopher D. Wikoff – EVP, Treasurer & Chief Financial Officer (6) | | 2024 | 516,154 | — | 630,000 | 264,160 | 5,000 | 1,415,314 | | | | 2023 | 329,366 | 250,000 | 1,000,000 | 179,284 | — | 1,758,650 | | Nathan J. Meisgeier – President & Chief Legal Officer (7) | | 2024 | 511,154 | — | 1,000,000 | 254,100 | 11,329 | 1,776,583 | | | | 2023 | 421,923 | — | 400,000 | 227,462 | 11,324 | 1,060,709 | | Eric J. Downing – EVP & Chief Operating Officer (7) | | 2024 | 402,308 | — | 1,000,000 | 208,280 | 8,129 | 1,618,717 | | Daragh P. Mahon – EVP & Chief Information Officer (7) | | 2024 | 403,462 | — | 800,000 | 206,712 | 11,329 | 1,421,503 | | (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. | | | | | | | | | (3) | The stock awards reported in this column and the associated valuation assumptions are also disclosed in the Grants of Plan-Based Awards for 2024 table. The stock awarded in 2024 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 2024 performance awards was as follows: Mr. Leathers – $1,950,000, Mr. Wikoff – $215,000, Messrs. Meisgeier and Downing – $250,000, and Mr. Mahon – $200,000. If the highest level of performance is achieved, prior to any potential adjustment related to the TSR modifier, the value of the 2024 awards would be as follows: Mr. Leathers – $3,900,000, Mr. Wikoff – $430,000, Messrs. Meisgeier and Downing – $500,000, and Mr. Mahon – $400,000. | | | | | | | | | (4) | Cash awards reported in this column represent the actual amounts earned under the Company’s performance-based AIP for fiscal years 2024, 2023 and 2022 based upon achievement of pre-defined performance metrics, and were paid following the end of each fiscal year. Such awards are also disclosed in the Grants of Plan-Based Awards for 2024 table. | | | | | | | | | (5) | Refer to the All Other Compensation for 2024 table for a description of the compensation reported in this column. | | | | | | | | | (6) | Mr. Wikoff’s 2023 salary 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 NEO in 2022 and Messrs. Downing and Mahon were not NEOs in 2023 and 2022. | | | | | | | |

  33. GRANTS OF PLAN-BASED AWARDS FOR 2024

    GRANTS OF PLAN-BASED AWARDS FOR 2024 Equity and non-equity incentive plan awards granted to NEOs during 2024 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 2024. The actual AIP payouts earned for 2024 are disclosed in the Summary Compensation Table and were paid in February 2025. •Equity incentive plan: awards of performance stock under the 2023 LTIP, with an earnings per diluted share performance metric for the two-year period from January 1, 2024 to December 31, 2025. No shares are earned for performance below the threshold level. •Stock awards: awards of restricted stock under the 2023 LTIP. 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 NEOs during 2024. 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, 2024 tables and therefore do not constitute additional compensation not otherwise reported in this Proxy Statement.

  34. GRANTS OF PLAN-BASED AWARDS FOR 2024

    | GRANTS OF PLAN-BASED AWARDS FOR 2024 | | | | | | | | | | | | | | | 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 | | | 590,625 | 1,181,250 | 2,362,500 | | | | | | | | | 2/9/24 | | | | 24,347 | 48,693 | 109,559 | | 1,950,000 | | | | 2/9/24 | | | | | | | 48,080 | 1,950,000 | | Christopher D. Wikoff | | | 208,000 | 416,000 | 832,000 | | | | | | | | | 2/9/24 | | | | 2,685 | 5369 | 12,080 | | 215,000 | | | | 2/9/24 | | | | | | | 5,301 | 215,000 | | | | 12/2/24 | | | | | | | 5,081 | 200,000 | | Nathan J. Meisgeier | | | 210,000 | 420,000 | 840,000 | | | | | | | | | 2/9/24 | | | | 3,122 | 6,243 | 14,047 | | 250,000 | | | | 2/9/24 | | | | | | | 6,164 | 250,000 | | | | 12/2/24 | | | | | | | 12,702 | 500,000 | | Eric J. Downing | | | 164,000 | 328,000 | 656,000 | | | | | | | | | 2/9/24 | | | | 3,122 | 6,243 | 14,047 | | 250,000 | | | | 2/9/24 | | | | | | | 6,164 | 250,000 | | | | 12/2/24 | | | | | | | 12,702 | 500,000 | | Daragh P. Mahon | | | 162,000 | 324,000 | 648,000 | | | | | | | | | 2/9/24 | | | | 2,497 | 4,994 | 11,237 | | 200,000 | | | | 2/9/24 | | | | | | | 4,931 | 200,000 | | | | 12/2/24 | | | | | | | 10,161 | 400,000 | | (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 February 9, 2024 performance stock and the restricted stock were $40.05 and $40.56, respectively, and the grant date fair value per share of the December 2, 2024 restricted stock was $39.37. The present values of estimated future dividends for the February 9, 2024 and December 2, 2024 grants were calculated based on $0.14 quarterly dividend amounts per share and risk-free interest rates of 4.5% and 4.0%, respectively. Further discussion of the valuation and assumptions regarding our stock awards is provided in Note 11 of our Consolidated Financial Statements in the 2024 Form 10-K. | | | | | | | | | |

  35. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END The table that follows presents information regarding all outstanding equity awards held by each of the NEOs as of December 31, 2024. 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 2022 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 2024 YEAR-END

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 | | | | | | | | | | | 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 | 2/7/22 | | 12,318(2) | | 442,463 | | | | | | | 2/7/22 | | —(3) | | — | | | | | | | 2/10/23 | | | | | | —(4) | | — | | | 2/23/23 | | 25,834(5) | | 927,957 | | | | | | | 2/9/24 | | | | | | 24,347(6) | | 874,544 | | | 2/9/24 | | 48,080(7) | | 1,727,034 | | | | | | Christopher D. Wikoff | 5/9/23 | | 18,405(8) | | 661,108 | | | | | | | 2/9/24 | | | | | | 2,685(6) | | 96,445 | | | 2/9/24 | | 5,301(7) | | 190,412 | | | | | | | 12/2/24 | | 5,081(9) | | 182,510 | | | | | | Nathan J. Meisgeier | 2/7/22 | | 1,348(2) | | 48,420 | | | | | | | 2/7/22 | | —(3) | | — | | | | | | | 2/10/23 | | | | | | —(4) | | — | | | 2/23/23 | | 2,871(5) | | 103,126 | | | | | | | 2/9/24 | | | | — | | 3,122(6) | | 112,142 | | | 2/9/24 | | 6,164(7) | | 221,411 | | | | | | | 12/2/24 | | 12,702(9) | | 456,256 | | | | | | Eric J. Downing | 2/7/22 | | 1,001(2) | | 35,956 | | | | | | | 2/7/22 | | —(3) | | — | | | | | | | 2/10/23 | | | | | | —(4) | | — | | | 2/23/23 | | 2,512(5) | | 90,231 | | | | | | | 2/9/24 | | | | | | 3,122(6) | | 112,142 | | | 2/9/24 | | 6,164(7) | | 221,411 | | | | | | | 12/2/24 | | 12,702(9) | | 456,256 | | | | | | Daragh P. Mahon | 2/7/22 | | 1,348(2) | | 48,420 | | | | | | | 2/7/22 | | —(3) | | — | | | | | | | 2/10/23 | | | | | | —(4) | | — | | | 2/23/23 | | 2,512(5) | | 90,231 | | | | | | | 2/9/24 | | | | | | 2,497(6) | | 89,692 | | | 2/9/24 | | 4,931(7) | | 177,122 | | | | | | | 12/2/24 | | 10,161(9) | | 364,983 | | | | |

  37. OUTSTANDING EQUITY AWARDS AT 2024 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 ($35.92 per share) on December 31, 2024 (the last trading day of our fiscal year). | | (2) The remaining shares of restricted stock vested on February 7, 2025. | | (3) No shares were earned and no shares will vest for performance stock granted on 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. | | (4) No shares were earned and no shares will vest for the performance stock granted February 10, 2023 because the Company achieved below the threshold level of performance for the two-year performance period from January 1, 2023 to December 31, 2024. | | (5) One-half of the restricted stock vested on February 23, 2025, and the remaining shares vest on February 23, 2026. | | (6) The number of shares and market value for performance stock granted February 9, 2024 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, 2024 to December 31, 2025. Any shares ultimately earned will vest in one installment on February 9, 2027. | | (7) Thirty-four percent of the restricted stock vested on February 9, 2025, and the remaining shares vest in two equal installments on February 9, 2026 and 2027. | | (8) This award shall vest in four annual increments of 20% each, and become fully vested on May 9, 2028. | | (9) One hundred percent of the restricted stock shall vest in one installment on December 2, 2027. |

  38. STOCK VESTED FOR 2024

    STOCK VESTED FOR 2024 The following table provides information regarding shares of restricted and performance stock that vested during 2024. 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 NEOs had no outstanding stock options as of December 31, 2024.

  39. STOCK VESTED FOR 2024

    | STOCK VESTED FOR 2024 | | | | | | | Stock Awards | | | | | Name | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) | | | Derek J. Leathers | | 88,116 | | 3,660,207 | | Christopher D. Wikoff | | 4,601 | | 170,191 | | Nathan J. Meisgeier | | 9,520 | | 395,418 | | Eric J. Downing | | 6,759 | | 280,542 | | Daragh P. Mahon | | 9,335 | | 387,885 |

  40. NONQUALIFIED DEFERRED COMPENSATION FOR 2024

    NONQUALIFIED DEFERRED COMPENSATION FOR 2024 We have two nonqualified deferred compensation plans for eligible key employees whose 401(k) plan contributions are limited by IRS regulations affecting highly compensated employees. The plan under which deferral elections occurred during 2024 (“Former Excess Plan”) was frozen for new elections as of December 31, 2024, and a new plan (the “New Excess Plan”) became effective January 1, 2025. Both plans (the “Excess Plans”) are subject to the requirements of Section 409A of the Internal Revenue Code and are administered in good faith compliance with Section 409A. Deferrals. Under the Former Excess Plan, eligible employees were permitted to defer a portion of their base salary and cash annual incentive compensation on a pre-tax basis within maximum dollar limitations we established each year that correspond to participants’ job titles (such as President or Executive Vice President). The maximum deferral limit for each NEO was $100,000 for the 2024 plan year. Under the New Excess Plan, deferrals for 2025 NEO cash compensation are limited to an elected percentage of base salary (up to a maximum of 75%) and an elected percentage of any AIP payout (up to a maximum of 90%) in 2025. Company Contributions. The Former Excess Plan permitted, and the New Excess Plan permits, us to make matching contributions to participant accounts. We did not make any such matches in 2024 and have not done so since adopting the Excess Plans. Earnings. Each participant in the Excess Plans selects one or more available investment funds available in which their deferrals 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 Excess Plans. Distributions and “In Service” Withdrawals. A participant elects under their salary deferral agreement whether the resulting deferred compensation will be distributed in annual installments or a lump sum payment upon separation of service. Distributions are made after the participant’s retirement or separation of service from the Company and will generally not begin until 12 months after the separation date under the Former Excess Plan and six months after the separation date under the New Excess Plan. 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 2024

    | NONQUALIFIED DEFERRED COMPENSATION | | | | | | | | | | Name | | Executive Contributions in 2024 ($) (1) | | Company Contributions in 2024 ($) (2) | Aggregate Earnings (Losses)in 2024 ($) (3) | | Aggregate Withdrawals/ Distributions in 2024 ($) | Aggregate Balance at End of 2024 ($) (4) | | Derek J. Leathers | | | 100,000 | — | | 196,832 | — | 1,484,104 | | Christopher D. Wikoff | | | — | — | | — | — | — | | Nathan J. Meisgeier | | | 99,996 | — | | 96,169 | — | 579,703 | | Eric J. Downing | | | 15,500 | — | | 109,908 | — | 623,053 | | Daragh P. Mahon | | | — | — | | — | — | — | | (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 has not made matching contributions since adopting the Excess Plans. | | | | | | | | | (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 total executive contributions were reported in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table in our proxy statements for 2022 and 2023: Mr. Leathers – $171,500; and Mr. Meisgeier – $134,996 in 2023. | | | | | | | |

  42. CEO PAY RATIO

    CEO PAY RATIO For 2024, our last completed fiscal year, the annual total compensation of the median employee of our company (other than our CEO) was $58,260, and the annual total compensation of our CEO was $5,824,493. The ratio of the annual total compensation of our CEO to the median employee’s annual total compensation was 100 to 1 for 2024. 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 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. The following table presents information about our NEOs’ pay and Company performance for each of the Company’s five 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 ($) (2)(3) | Total Share- holder Return ($) | 2024 Peer Group Total Share- holder Return ($) (4) | 2023 Peer Group Total Share- holder Return ($) (4) | Net Income ($) (in 000’s) | Operating Income ($) (in 000’s) | | 2024 | 5,824,493 | 2,635,157 | 1,558,029 | 1,147,387 | 105 | 152 | 206 | 33,570 | 66,148 | | 2023 | 5,446,752 | 3,516,805 | 1,113,639 | 899,065 | 122 | 166 | 228 | 112,290 | 176,416 | | 2022 | 5,460,198 | 2,465,428 | 1,094,807 | 701,308 | 115 | 145 | 175 | 245,580 | 323,076 | | 2021 | 5,314,351 | 8,798,833 | 1,133,218 | 1,587,300 | 134 | 163 | 212 | 261,478 | 309,146 | | 2020 | 4,810,029 | 6,822,876 | 1,102,850 | 1,423,523 | 109 | 115 | 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) | The following NEOs are included in the average compensation calculations for the periods presented: 2024 – Messrs. Wikoff, Meisgeier, Downing, and Mahon; 2023 – Messrs. Wikoff, Meisgeier, Schelble, Johnson, and John J. Steele. Mr. Steele was the former EVP, Treasurer and Chief Financial Officer; and 2022, 2021, and 2020 – Messrs. Steele, Nordlund, Schelble, and Johnson. | | | | | | | | | | (4) | In 2024, we selected a new Peer Group which includes companies in the trucking industry that are more similar to us than the companies included in the 2023 Peer Group. The 2024 Peer Group has the following companies: Covenant Logistics Group; Heartland Express; Hub Group; J.B. Hunt; Knight-Swift Transportation; Landstar System; Marten Transport; and Schneider National. ArcBest, Forward Air, Old Dominion Freight Line, and Saia were removed from our 2024 Peer Group, and Daseke (acquired by TFI International, Inc. in 2024) was removed from our 2024 and 2023 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 five 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 | | | | | | | | | 2024 | 5,824,493 | (3,900,000) | 1,694,988 | (1,026,790) | 42,466 | — | 2,635,157 | | 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) | | | | | | | | | 2024 | 1,558,029 | (857,500) | 553,066 | (104,828) | (1,380) | — | 1,147,387 | | 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 five most recently completed fiscal years. The following is a list of key financial performance measures used to link compensation actually paid to our NEOs for 2024 to company performance: •Revenues, less fuel surcharge revenues •Operating income •Diluted earnings per share